每经记者｜彭斐 每经编辑｜张海妮 暑假过后，胶东小城牟平的街头因游客减少而冷清了不少。但9月19日，即便秋雨从早晨就淅淅沥沥，也未能浇灭一群投资者从北京、上海、内蒙古赶往牟 平的热情。 作为*ST新潮（即新潮能源，600777.SH，股价3.82元，市值259.78亿元）的投资者，他们目标一致，即参加新潮能源已经"迟到"数月的2024年年度股东大 会。 因年报迟到两个多月，公司将付出沉重代价。山东证监局拟作出处罚决定：责令公司改正，给予警告并处以300万元罚款，对两时任高管给予警告并处以合 计200万元的罚款（详见《年报"迟到"代价沉重，*ST新潮及两时任核心高管将被罚500万元》）。 比监管处罚更糟糕的是，尽管伊泰B股（900948.SH，股价1.94元，市值56.77亿元）已完成竞争性要约并成功改组董事会，但当前新潮能源却遭遇新旧势力 交接遇阻、美国资产诉讼缠身等新问题（详见《伊泰系拿下董事会，*ST新潮控制权争夺战却刚开场？半年报揭示交接僵局与退市危机》）。 9月19日下午，《每日经济新闻》记者以股东身份参加新潮能源2024年年度股东大会，在与多位小股东交流时获悉，相比于前期关注的控制权争夺，上市公 司 ...

2025年以来，资本市场掀起了"换帅潮"。其中，上市公司控制权争夺事件频发。在控制权争夺中，刑事 控告手段逐渐成为博弈双方争夺"帅位"的关键策略。证券时报就这一现象专访了信达律师事务所高级合 伙人洪灿，从完善上市公司合规治理和维护资本市场稳定的角度，解析博弈双方在上市公司控制权争夺 战中如何运用刑事控告，实现控制权争夺的平稳落地。 证券时报记者：今年A股市场上市公司控制权变更事件频发，背后主要原因是什么？这对普通投资者意 味着什么？ 洪灿：之所以会出现这种现象，一方面是宏观经济环境和产业调整的背景下，部分传统行业股东面临资 金链压力，被迫通过股权转让缓解流动性；另一方面，新进入的产业资本、私募基金也在积极布局优质 上市公司，通过股权收购实现产业链整合或战略投资。这种"新旧交替"的格局，推动了控制权变更潮的 出现。 对普通投资者来说，上市公司控制权变更是风险与机遇并存的事件。如果新股东能注入优质资产、优化 治理结构或明确战略方向，可能是利好信号；但如果控制权之争长期僵持不下，就容易引发股价波动甚 至合规风险。所以投资者看到"换帅"新闻时，既要关注新股东的资金实力与产业背景，也要关注公司控 制权变更后的治理稳定性 ...

Core Viewpoint - The article discusses the ongoing control struggle at ST Luton (300555.SZ), highlighting the conflict between new major shareholder Wu Shichun and the existing management team, which has led to a series of dramatic events and challenges regarding board restructuring [1][2]. Group 1: Shareholder Dynamics - Wu Shichun, chairman of Meihua Venture Capital, has been actively acquiring stakes in listed companies, becoming the largest shareholder of ST Luton by acquiring 7.44% of shares for 150 million yuan [6][5]. - The ownership structure of ST Luton has been unstable since its listing in 2016, with multiple changes in controlling shareholders and a trend of declining revenue and net profit [6][7]. - In May, Wu Shichun and other shareholders initiated a challenge against the current board, seeking to remove existing directors and appoint new ones [9][10]. Group 2: Board Restructuring Attempts - The board of ST Luton has repeatedly rejected Wu Shichun's proposals to restructure the board, citing legal compliance and stability concerns [12][13]. - Despite attempts to convene extraordinary shareholder meetings, the management has consistently blocked these efforts, claiming that the proposals violate regulations regarding board elections during acquisition transitions [15][18]. - The independent directors' positions have been ambiguous, with some supporting the management while others have expressed concerns about the legality of the board's actions [17][16]. Group 3: Controversial Share Transfer Agreements - A significant twist occurred when Wu Shichun and his associates announced the termination of a share transfer agreement, citing non-compliance with regulatory requirements [20][19]. - The original agreement involved a unique arrangement where the actual recipient of the shares was a yet-to-be-established partnership, raising questions about the legitimacy of the transaction [23][22]. - The sudden termination of the agreement has created confusion regarding the control of the company, as Wu Shichun still holds over 10% of shares through other means, allowing him to propose changes to the board [24][27]. Group 4: Regulatory and Compliance Issues - ST Luton faced regulatory scrutiny for failing to disclose shareholder proposals to remove directors, leading to a warning issued to the chairman [25][26]. - The management's defensive actions have been undermined by their own procedural flaws, raising questions about the legitimacy of their claims against Wu Shichun [26][27]. - The ongoing conflict serves as a case study for corporate governance and compliance in the context of control changes in listed companies, emphasizing the need for adherence to regulatory frameworks to avoid detrimental outcomes for all parties involved [27].

Core Viewpoint - The article discusses the ongoing power struggle between new and old shareholders of ST Luton, highlighting the complexities and controversies surrounding venture capital firms entering publicly listed companies through judicial auctions and board restructuring efforts [1][2][6]. Group 1: Background of the Conflict - Wu Shichun, a prominent investor, acquired a 7.44% stake in ST Luton for 150 million yuan, becoming the largest shareholder and proposing a board restructuring that was unanimously rejected by the existing board [1]. - The conflict has raised questions about the legitimacy of the original controlling shareholder's board nominations and the implications of Wu's acquisition strategy [2][3]. Group 2: Legal and Regulatory Considerations - The dispute centers on whether the original controlling shareholder's board nominations remain valid despite their loss of direct shareholding, with legal experts noting that current company law does not explicitly tie board nomination rights to shareholding status [2][4]. - Concerns have been raised regarding potential violations of information disclosure obligations by ST Luton's board, as they failed to notify shareholders of a temporary shareholders' meeting [5]. Group 3: Market Perception and Terminology - The strategy employed by Wu has sparked debate over whether it constitutes "barbarian" tactics, with legal experts clarifying that Wu's method of acquisition through judicial auction is distinct from traditional hostile takeovers [3][4]. - The term "white knight" has also been questioned, as the motivations behind venture capital firms acquiring public companies may not always align with altruistic intentions [6][7]. Group 4: Implications for the Industry - The article suggests that the entry of venture capital firms into public companies could either facilitate industry consolidation or serve short-term profit motives, with the true impact requiring further market observation [6][7]. - Experts propose establishing compliance standards for venture capital firms entering public markets, emphasizing the need for transparency in control transitions and the protection of minority investors [7].

Core Viewpoint - The battle for control over Ruian New Materials has intensified, showcasing a classic case of power struggle between state-owned enterprises and original shareholders following the implementation of the new Company Law in China [1][2][10]. Group 1: Control Rights and Governance Structure - The proposal to abolish the supervisory board was aimed at streamlining governance in response to the 2023 Company Law reforms, allowing the audit committee to take over its functions [4][10]. - The proposal was rejected at the annual shareholders' meeting on May 12, 2025, with 43.84% in favor and 54.97% against, indicating strong opposition from the original shareholders [6][10]. - The rejection of the supervisory board abolition reflects the fierce confrontation between the state-owned enterprise and the original shareholders, as it would have weakened the latter's influence in corporate governance [10][22]. Group 2: Shareholder Dynamics and Financial Performance - Following the expiration of the original concerted action agreement in September 2023, Ruian New Materials entered a "leaderless" state, with original shareholders holding approximately 37% of the shares [13][14]. - In 2024, the company reported a total revenue of 1.459 billion yuan, a year-on-year increase of 20.74%, and a net profit of 252 million yuan, up 87.60%, reversing the downward trend from the second half of 2022 [16]. - The stock price of Ruian New Materials experienced significant volatility, rising 13.3% after a judicial ruling in March 2025 but falling back to around 39 yuan following the rejection of the supervisory board proposal, resulting in a market value decline of over 20% from its peak [10][11]. Group 3: Strategic Implications and Future Outlook - The entry of the state-owned enterprise is driven by the strategic goal of completing the display materials industry chain, which includes trade, engineering, and shipbuilding [14][16]. - The ongoing conflict over control rights not only highlights the challenges of state-owned enterprises acquiring private companies but also raises concerns about potential adjustments in technology direction and governance structures [22][23]. - The original shareholders, led by Liu Xiaochun, are actively defending their operational control and have increased their shareholding to 15% through concerted actions, indicating a robust resistance against the state-owned enterprise's influence [18][19].

Group 1 - The core logic of power structure in mergers and acquisitions is highlighted, where control rights represent the "tiger" and strategic positioning of listed companies represents the "mountain" [1] - The A-share merger and acquisition market has seen a shift from amicable control rights transfer to intense capital competition, involving various strategies such as "agreement transfer + voting rights entrustment" and "invisible actual controllers + shell resource transactions" [1][4] - The competition between industrial capital and financial investors is characterized by different underlying logics and objectives, with industrial capital focusing on resource synergy and strategic extension, while financial investors prioritize valuation arbitrage and quick exits [5][6] Group 2 - A typical scenario in control rights competition is illustrated by a recent restructuring case led by Goheal, where industrial capital aimed for long-term integration while financial investors sought short-term gains, leading to a "voting rights relay" situation [6] - Control rights competition is not merely about share transfer but involves psychological tactics, where the true power lies in the ability to control voting rights rather than merely holding shares [7] - Goheal emphasizes the importance of establishing value recognition with public investors to gain voting advantages, while financial investors risk losing if they fail to present a clear value enhancement path [7] Group 3 - The emergence of "disguised financial investors" who present themselves as industrial capitalists complicates the landscape, as they often pursue short-term gains while creating an illusion of business synergy [9] - Regulatory compliance is crucial in control rights disputes, particularly regarding information disclosure and the identification of concerted actions, as missteps can lead to significant regulatory scrutiny [10] - Goheal advises investors to establish compliance measures early in the transaction process to ensure transparency and prevent governance issues post-acquisition [10] Group 4 - Control rights competition is likened to a game of Go, where the outcome is not clear-cut, and the balance of power can shift between industrial capital and financial investors based on trust and governance dynamics [11] - An open question is posed regarding whether listed companies should prioritize "value propositions" or "market value games" when faced with direct competition between industrial capital and financial investors [12]