Core Viewpoint - The ongoing power struggle over Chengdu Road and Bridge (002628) is highlighted by the impending judicial auction of shares held by its former controlling shareholder, which could significantly alter the company's control dynamics [1][9]. Group 1: Control Changes Over the Years - The control of Chengdu Road and Bridge has changed hands multiple times over the past decade, starting with founder Zheng Yuli's departure in 2015 due to legal issues, which opened the door for external capital to intervene [3][4]. - In 2016, businessman Li Qin became the largest shareholder with a 20.06% stake, but he failed to maintain effective control due to financial pressures [4]. - In 2017, Liu Zhihong's Hongyi Jiahua acquired a 21.64% stake, becoming the new controlling shareholder after a significant investment of approximately 21 billion yuan [5]. Group 2: Legal and Financial Challenges - Hongyi Jiahua faced legal disputes over share transfer agreements, leading to the judicial freezing of 1.56 billion shares, which represented 20.55% of the total shares [6]. - In December 2022, a portion of Hongyi Jiahua's shares was auctioned off, resulting in a reduced stake of 15.56% [6][11]. - A debt repayment agreement was established, requiring Hongyi Jiahua to pay 417 million yuan by October 2025, but the company struggled to resolve its financial issues [7][8]. Group 3: Upcoming Judicial Auction - A judicial auction of 52.997 million shares, representing 7% of the total shares, is scheduled for November 24, 2025, with a starting price of approximately 183 million yuan [9][10]. - The auction could reduce the controlling shareholder's stake to 13.56%, raising concerns about the stability of control [11]. Group 4: Disputes Over Auction Process - Hongyi Jiahua's management has expressed strong opposition to the split auction, arguing it undermines shareholder rights and could lead to undervaluation of the shares [12][14]. - Allegations have emerged regarding the misuse of a lost company seal to authorize legal representation in the auction process, raising questions about the legitimacy of the auction [15][16]. - Legal actions have been initiated to contest the auction and reclaim the lost seal, indicating ongoing internal conflicts within Hongyi Jiahua [17][18].

Core Viewpoint - The ongoing power struggle over Chengdu Road and Bridge (成都路桥) highlights the complexities of governance in listed private enterprises, with significant implications for its control and ownership structure [1][2][3] Group 1: Control Changes - Chengdu Road and Bridge has experienced multiple changes in control over the past decade, starting from the founder Zheng Yuli's departure in 2015, leading to external capital involvement and subsequent ownership shifts [2][3] - In 2018, Hongyi Jiahua, led by Liu Zhihong, acquired a controlling stake in Chengdu Road and Bridge, spending approximately 2.1 billion yuan to purchase 21.64% of the shares [2][3] Group 2: Legal and Financial Issues - Hongyi Jiahua's shares were frozen due to contractual disputes, leading to a court-ordered auction of 37.86 million shares in December 2022, reducing its stake to 15.56% [3][4] - A new agreement in March 2023 allowed East Jun Taida to exercise voting rights over Hongyi Jiahua's remaining shares, effectively transferring control to East Jun Taida [3][4] Group 3: Upcoming Judicial Auction - A judicial auction of 52.997 million shares (7% of total shares) is scheduled for November 24, 2025, with a starting price of approximately 183 million yuan [6][8] - The auction could potentially reduce Hongyi Jiahua's stake to 8.56%, raising concerns about the stability of control within the company [6][8] Group 4: Disputes Over Auction Process - Hongyi Jiahua's management has expressed strong opposition to the split auction process, arguing it undermines shareholder rights and could lead to undervaluation of the shares [7][9] - Allegations have emerged regarding the misuse of a lost company seal to authorize legal representation in the auction process, complicating the situation further [10][12]

Core Viewpoint - The ongoing power struggle over Chengdu Road and Bridge (成都路桥) highlights the complexities of governance in listed private enterprises, with significant implications for its control and ownership structure [2][3]. Group 1: Control Changes - Chengdu Road and Bridge has experienced frequent changes in control over the past decade, starting from the founder Zheng Yuli's departure in 2015, leading to external capital involvement and multiple ownership shifts [3][4]. - In 2015, Zheng Yuli was removed due to bribery allegations, allowing businessman Li Qin to become the largest shareholder by acquiring 20.06% of shares [3]. - In 2018, Liu Zhihong's Hongyi Jiahua acquired a controlling stake of 21.64% for approximately 2.1 billion yuan, becoming the new actual controller [3][4]. Group 2: Legal and Financial Issues - Hongyi Jiahua's shares were frozen due to disputes over share transfer agreements, leading to a court-ordered auction of 37.86 million shares in December 2022, reducing its stake to 15.56% [4][5]. - A new agreement in March 2023 allowed East Jun Taida to exercise voting rights over Hongyi Jiahua's remaining shares, effectively transferring control to East Jun Taida [5][6]. Group 3: Upcoming Judicial Auction - A judicial auction of 52.997 million shares (7% of total shares) is scheduled for November 24, 2025, with a starting price of approximately 1.83 billion yuan [6][7]. - The auction could reduce Hongyi Jiahua's stake to 8.56%, raising concerns about the stability of control over Chengdu Road and Bridge [7][8]. Group 4: Disputes Over Auction Process - Hongyi Jiahua's management has expressed strong opposition to the split auction, claiming it undermines shareholder rights and may not cover the debts owed [8][9]. - Allegations have emerged regarding the misuse of a lost company seal to authorize legal representation for the auction, complicating the situation further [11][12]. Group 5: Future Implications - The outcome of the auction and ongoing disputes will significantly impact the governance and control dynamics of Chengdu Road and Bridge, with potential shifts in shareholder power [14].

11月18日，*ST建艺（002789）股价强势一字板。当日成交量为190.15万股，成交额为2401万元。消息 面上，*ST建艺17日晚间宣布，公司董事会审议通过了《关于聘任高级管理人员的议案》。据称，经公 司总经理提名、董事会提名委员会审查，同意聘任何振湘先生为公司副总经理。 证券时报·e公司记者注意到，何振湘具有在南方银谷科技有限公司（下称"南方银谷"）的任职背景。南 方银谷是资本市场的老熟人，其曾为皖通科技（002331）的控股股东。 在*ST建艺具有一定保壳压力下，何振湘进驻公司管理层也引发了市场的关注。 简历显示，何振湘出生于1984年，硕士研究生。其曾任深圳市国土资源局产权登记中心职员，深圳茂业 集团策略投资中心项目经理，深圳市金蝶投资发展有限公司投资经理，皖通科技项目管控职员、高级副 总裁，深圳银谷科技集团副总经理等。 目前，何振湘担任南方银谷董事、深圳银谷科技集团董事、中兴系统技术有限公司董事等。 企查查显示，南方银谷成立于2004年4月，注册资本为8522.45万元，注册地址位于深圳市南山区。股权 方面，周发展持有南方银谷17.71%股权，为公司第一大股东；蚂蚁科技集团旗下上海云鑫创投持股 ...

Core Viewpoint - The article discusses the challenges faced by *ST New潮 (New潮 Energy) following a delayed annual shareholder meeting, regulatory penalties, and ongoing control disputes, highlighting investor concerns regarding asset management and company governance [1][2][7]. Group 1: Company Governance and Control - The annual shareholder meeting of New潮 Energy was delayed by over two months, resulting in a fine of 3 million yuan for the company and 2 million yuan for two former executives [1]. - The company is currently experiencing a power transition between old and new management, with control disputes over its core assets in the U.S. [7]. - Investors are particularly concerned about whether the current board has effectively taken control of overseas assets and the status of ongoing litigation in the U.S. [5][6]. Group 2: Shareholder Meeting Insights - The annual shareholder meeting lasted only about 18 minutes, with limited interaction between management and shareholders, leading to dissatisfaction among investors who traveled long distances to attend [2][6]. - Key issues raised by shareholders included the management of overseas assets and the company's ability to resolve its regulatory issues [5][11]. - The management's quick departure after the meeting left many shareholders feeling unheard and frustrated [6]. Group 3: Financial and Legal Challenges - New潮 Energy is facing significant legal challenges, including a lawsuit against its auditing firm, which could impact future financial reporting and investor confidence [11]. - The company has received "negative opinions" in its internal control audit reports for two consecutive years, raising concerns about its financial integrity [11]. - Despite being under "ST" (special treatment) status, the stock has seen a surge in trading, with nine limit-up days following its resumption of trading [11][12].

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]