【导读】可靠股份内斗升级，董事会解除景乃权独立董事职务 中国基金报记者 晨曦罕见！上市公司独立董事，被解除职务！2月23日下午，可靠股份发布公告称，其 董事会审议通过《关于解除景乃权先生独立董事职务的议案》，同意解除景乃权独立董事职务，并同意 将该事项提请公司股东会审议。 对于解除独董职务的原因，可靠股份表示，系因景乃权丧失独立性，未尽到勤勉尽责义务，也缺乏独立 董事的职业操守。对此，可靠股份二股东、董事鲍佳及景乃权均对相关议案表示反对并给出理由，可靠 股份则对反对理由逐条进行说明。双方"唇枪舌剑"的内容超过1万字。不难看出，可靠股份的"内斗"仍 在持续升级。来看详情—— 可靠股份：独董丧失独立性 未尽到勤勉尽责义务 整体来看，此次各方的矛盾点，主要集中在关于董事鲍佳的薪酬问题讨论上。2025年12月23日，可靠股 份召开薪酬与考核委员会会议。相关汇报显示，鲍佳2024年度自公司取得的税前薪酬为243万元，现仍 按年薪120万元的标准发放薪酬，但未实际为公司提供劳动或者服务。公司认为，鲍佳不宜继续取得高 额报酬，希望对鲍佳的薪酬进行调整。可靠股份称，会上，独立董事景乃权以王石领取津贴为案例，提 出以董事津贴的 ...

Core Viewpoint - Ongoing internal conflicts within Reliable Co., Ltd. have not been resolved, highlighted by the recent board meeting where board member Bao Jia voted against two proposed related party transactions, leading to a public dispute with the current chairman and general manager Jin Liwei [1][17]. Group 1: Related Party Transactions - The board approved a related party transaction with Qiaozhi Company, allowing its subsidiary Hangzhou Kexin Meideng Material Technology Co., Ltd. to lease property from Qiaozhi for an estimated amount not exceeding 1.68 million yuan for 2026 [5][10]. - Bao Jia opposed this transaction, arguing that it contradicts Jin Liwei's prior commitment to avoid related party transactions unless unavoidable, and criticized the lack of transparency regarding the fairness of the rental price and the existence of vacant properties [5][6][8]. - Reliable Co. defended the necessity of the lease, stating that the subsidiary's scale does not justify purchasing land for a factory, and that maintaining the current lease is crucial for operational continuity [7][8]. Group 2: Procurement from Hanggang Company - The board also approved a related party transaction with Hanggang Company for raw material procurement, with an estimated amount not exceeding 60 million yuan for 2026 [10][12]. - Bao Jia raised concerns about the declining procurement amounts, questioning the company's claims of cost advantages and strategic significance, as the actual procurement amounts have decreased over the years [11][12]. - Reliable Co. responded by emphasizing that the transaction is a result of balancing production capacity and supplier structure, and that the procurement decisions are made independently by both parties [14][15]. Group 3: Internal Conflicts and Governance - Bao Jia, who is also the ex-wife of Jin Liwei, has consistently voted against various proposals, indicating ongoing personal and professional conflicts within the company [16][18]. - The company has faced regulatory scrutiny in the past due to related party transactions, which has led to a warning from the regulatory authority, prompting the company to implement corrective measures [15][12]. - Reliable Co. has committed to enhancing board training to ensure compliance with governance standards and improve decision-making processes in the future [15].

Core Viewpoint - The internal conflict within Dream洁股份 has escalated, primarily driven by board member Chen Jie, who has raised serious allegations against the company's leadership, including fraud and misappropriation of funds, leading to a significant reputational crisis for the company [3][5][34]. Group 1: Internal Conflict and Allegations - Chen Jie has continuously opposed the financial reports of Dream洁股份, raising concerns about their authenticity and accuracy, particularly regarding the third-quarter report [4][8][10]. - Chen Jie has publicly accused the chairman and secretary of the board of serious misconduct, including contract fraud and embezzlement, and has stated her willingness to provide evidence to support her claims [4][12][34]. - The company has responded to Chen Jie's allegations by stating that her actions have severely damaged its reputation and has initiated legal proceedings against her for spreading false information [4][5][34]. Group 2: Financial Performance - Dream洁股份 reported a revenue of 1.099 billion yuan for the first three quarters of 2023, a year-on-year decrease of 7.97%, while the net profit attributable to shareholders increased by 28.69% to 26.52 million yuan [8]. - The third quarter showed a revenue of 366 million yuan, reflecting a year-on-year growth of 9.76%, and a net profit of 1.10 million yuan, which is a significant increase of 131.11% compared to the previous year [8]. Group 3: Historical Context and Governance Issues - The internal strife may be traced back to the founder's personal issues, including a high-profile divorce in 2017, which led to significant changes in shareholding and control dynamics within the company [17][18][20]. - The company has faced governance challenges, including allegations of misappropriation of funds exceeding 100 million yuan by the chairman and other executives, which has raised concerns about the company's financial integrity [24][25][32]. Group 4: Future Implications - The ongoing internal conflict and the serious allegations could lead to regulatory scrutiny and potential legal consequences for the company, especially if the claims of financial misconduct are substantiated [41][42]. - The involvement of external investors, such as Wu Shichun, raises questions about the future direction of the company and whether it will lead to a resolution of the internal conflict or further complicate the power struggle [35][40][42].

Core Viewpoint - The company Mengjie is embroiled in internal conflicts that threaten its business stability and market position, with ongoing disputes among executives overshadowing its operational focus [2][29]. Group 1: Internal Conflicts - On November 22, Mengjie’s director Chen Jie publicly accused the chairman Jiang Tianwu's team of multiple offenses, including contract fraud and fund misappropriation, claiming personal safety threats [3][5]. - Mengjie quickly denied these allegations, labeling them as malicious fabrications and announced legal actions against Chen Jie [5][8]. - The internal strife has escalated to a public confrontation, with Mengjie’s stock price surprisingly hitting a limit up despite the turmoil [8]. Group 2: Financial Performance - Mengjie has faced significant financial challenges, with revenue declining from 2.46 billion yuan in 2021 to 2.03 billion yuan in 2022, marking a 17.46% decrease [25]. - The company reported a net loss of 448.23 million yuan in 2022, a stark contrast to a profit of 44.92 million yuan in 2020 [25]. - As of the third quarter of 2025, Mengjie’s revenue was 1.1 billion yuan, down 7.97% year-on-year, while net profit increased by 28.69% to 26.52 million yuan [26]. Group 3: Market Position and Competition - Mengjie, established in 1956, has a long history in the high-quality bedding industry but has struggled to maintain its competitive edge against rivals like Luolai and Mercury, which have shown robust growth and innovation [27]. - Luolai reported over 3.3 billion yuan in revenue for the first three quarters of 2023, with a 30% increase in net profit, while Mercury's revenue grew by 20% [27]. - Mengjie’s internal conflicts and lack of focus on business operations have led to concerns about its ability to retain market share and recover from its current challenges [29].

Core Viewpoint - The article discusses the rapid IPO process of Xiamen Youxun Chip Co., Ltd. and highlights the company's historical internal power struggles, fluctuating financial performance, and declining gross margins. Group 1: IPO Process - The Shanghai Stock Exchange's listing review committee will review Youxun's IPO on September 19, with the application process taking less than three months, described as "lightning speed" [1] - Youxun aims to raise approximately 800 million yuan for projects related to next-generation access networks, high-speed data center chips, and automotive chips [1] Group 2: Historical Power Struggles - The company has experienced a 15-year power struggle among its founders, leading to a period of nearly nine years without a controlling shareholder and multiple board suspensions [4][8] - The internal conflict primarily involved Ping Xu and Ke Binglan, resulting in two changes of actual controllers and significant operational disruptions [4][9] Group 3: Financial Performance - Youxun's revenue and net profit have shown significant volatility, with gross margins declining year over year [1][15] - The company's revenue for the years 2022 to 2024 was reported as 339.07 million yuan, 313.13 million yuan, and 410.56 million yuan, respectively, with net profits of 95.73 million yuan, 54.91 million yuan, and 68.57 million yuan [13][14] - The gross margin has decreased from 55.26% in 2022 to 43.48% in the first half of 2025, indicating a continuous downward trend [15][17] Group 4: R&D Investment - Youxun's R&D expenditure ratio has decreased from 21.14% in 2022 to 15.81% in the first half of 2025, falling below the industry average [17]

Core Viewpoint - The internal conflict within Reliable Co., Ltd. has intensified, highlighted by the opposition from the founder's ex-wife, Bao Jia, against several board resolutions, raising concerns about the company's management and governance [2][3][10]. Group 1: Board Meeting and Resolutions - On August 21, Reliable Co. held a board meeting where four resolutions were voted on, all of which passed despite Bao Jia's dissent on three of them, particularly regarding the appointment of Wang Xiangting as the new Secretary of the Board and Deputy General Manager [3][4]. - Bao Jia criticized Wang's lack of experience in listed companies and questioned his professional capabilities, suggesting he is more suited for the role of Chairman's Secretary rather than Secretary of the Board [3][4]. Group 2: Regulatory Issues - On August 26, Reliable Co. received a warning letter from the Zhejiang Securities Regulatory Bureau due to violations in disclosing related party transactions, which led to regulatory discussions with founder Jin Liwei and CFO Li Chaonan [7][9]. - The company was found to have failed to timely fulfill the necessary review procedures and disclosure obligations regarding related party transactions amounting to 21.12 million yuan, which constituted 1.54% of the company's latest audited net assets [9]. Group 3: Financial Performance - For the first half of the year, Reliable Co. reported a revenue increase of 5.39% to 549 million yuan and a net profit growth of 21.81% to 28.28 million yuan, with specific segments like adult incontinence products and baby care products showing positive growth [14]. - Despite the recent revenue growth, the company's overall performance has been declining since its listing, with revenues dropping from 1.174 billion yuan in 2019 to 1.079 billion yuan in 2024, and net profits fluctuating significantly, including a loss in 2021 [14]. Group 4: Management Criticism - Bao Jia has publicly criticized Jin Liwei's management decisions, particularly regarding investments in loss-making companies and the handling of the Du Di brand's sales, which have resulted in significant financial losses [10][12]. - Reliable Co. defended its investment strategy as a long-term approach and claimed that the losses from the Du Di brand were part of a broader strategy to enhance channel collaboration and improve operational efficiency [12][14]. Group 5: Market Reaction - Following the news of internal conflicts and regulatory issues, Reliable Co.'s stock closed at 15.85 yuan, down 0.25% on August 26 [17].

Core Viewpoint - The ongoing conflict between the actual controller of Kela Co., Ltd. (301009.SZ), Jin Liwei, and his ex-wife, Bao Jia, continues to impact the company's governance and decision-making processes, as evidenced by Bao's opposition to several board resolutions [2][10]. Group 1: Board Meeting Outcomes - At the recent board meeting, Bao Jia opposed three out of four resolutions, including the approval of the 2025 semi-annual report, citing ongoing investigations into related party transactions and management negligence [3][10]. - The voting results for the semi-annual report showed 6 votes in favor and 1 against, with no abstentions [3]. Group 2: Shareholding Structure - As of June 2025, Bao Jia holds 29.13% of Kela's shares, making her the second-largest shareholder, while Jin Liwei holds 30.13% [6]. - Following their divorce in February 2024, Jin Liwei transferred approximately 79 million shares (29.13% of total shares, valued at around 600 million yuan) to Bao Jia as part of the asset division [12]. Group 3: Management Changes and Criticism - The newly appointed Secretary of the Board, Wang Xiangting, faced immediate criticism from Bao Jia for his lack of familiarity with public company regulations and for errors in board documents [7][9]. - Bao Jia expressed concerns that Wang's actions were obstructing the board's ability to fulfill its duties and that he was prioritizing the chairman's personal needs over compliance and governance [9][10]. Group 4: Company Performance - Kela Co., Ltd. reported a revenue of 549 million yuan for the reporting period, reflecting a year-on-year growth of 5.39%, and a net profit attributable to shareholders of 28.28 million yuan, up 21.81% [13]. - The net cash flow from operating activities reached 41.38 million yuan, marking a significant increase of 157.71% compared to the previous year [13]. Group 5: Historical Context - Kela Co., Ltd. was established in 2001 and specializes in the design, research, production, and sales of disposable hygiene products, including baby care, adult incontinence, and pet hygiene products [11]. - The company has experienced significant turnover in its management, with nearly ten executives changing in two years, attributed to conflicts between short-term personal demands and long-term compliance needs [9][10].

Core Viewpoint - The ongoing conflict between the actual controller of Reliable Shares, Jin Liwei, and his ex-wife, Bao Jia, continues to escalate, particularly regarding the appointment of a new secretary and issues related to corporate governance and compliance [1][4]. Group 1: Board Meeting and Voting - Bao Jia opposed three out of four proposals during the board meeting, specifically criticizing the appointment of Wang Xiangting as the new secretary due to concerns over his qualifications and potential risks [1][3]. - Despite Bao Jia's objections and the abstention votes from independent director Jing Naiquan, all related proposals were ultimately approved by the board [1][3]. Group 2: Background of New Secretary - Wang Xiangting was appointed as the new secretary after a series of frequent changes in this position, with the company having a history of rapid turnover in its secretarial roles since its A-share listing in June 2021 [2]. - Prior to joining Reliable Shares, Wang had experience as a secretary in other listed companies, but his recent departure from the industry raised concerns about his familiarity with current regulations [2][3]. Group 3: Concerns Over Qualifications and Performance - Bao Jia expressed doubts about Wang Xiangting's ability to perform effectively, citing his lack of recent experience in the securities field and errors in board documents [3][4]. - Independent director Jing Naiquan also raised concerns about Wang's attention to detail and professionalism, leading to his abstention vote [3]. Group 4: Related Party Transactions and Compliance Issues - Bao Jia highlighted potential violations regarding related party transactions that exceeded regulatory thresholds, which are currently under investigation by the Zhejiang Securities Regulatory Bureau [4][5]. - The company acknowledged the transactions but claimed they were not intentional violations, attributing the issues to misunderstandings regarding the timing of disclosures [5][6]. Group 5: Financial Performance and Governance Challenges - The performance of Reliable Shares has been a point of contention, with Bao Jia criticizing Jin Liwei for making poor investment decisions and the company's overall financial decline since its IPO [6]. - Reliable Shares experienced significant profit reductions post-listing, with a notable loss in 2022, although there has been some recovery in 2023 [6].

Core Viewpoint - The ongoing conflict between the controlling shareholder Jin Liwei and his ex-wife Bao Jia at Reliable Shares (301009.SZ) continues to escalate, particularly regarding the appointment of the new secretary and concerns over corporate governance and compliance issues [1][4]. Group 1: Board Meeting and Voting - On August 21, during the 11th meeting of the 5th board of directors, Bao Jia voted against three out of four proposals, including the appointment of Wang Xiangting as the new vice president and board secretary, citing concerns over his qualifications and potential risks [1][3]. - Despite Bao Jia's objections and the independent director Jing Naiquan abstaining from voting on some proposals, all relevant motions were ultimately passed [1][3]. Group 2: New Secretary's Background - Wang Xiangting was appointed as the new board secretary after a series of frequent changes in this position since the company's IPO in June 2021, with previous secretaries serving very short tenures [2]. - Prior to joining Reliable Shares, Wang had experience as a board secretary at other listed companies but had not worked in a securities role for several years [2][3]. Group 3: Concerns Over Wang Xiangting's Competence - Bao Jia criticized Wang's lack of familiarity with current securities regulations and his reliance on the securities department for completing tasks, leading to errors in board documents [3][4]. - There were complaints about Wang's attitude towards assisting employees with stock-related matters, which Bao Jia viewed as obstructive to the board's functioning [3][4]. Group 4: Related Party Transactions and Compliance Issues - Bao Jia raised alarms about potential violations regarding related party transactions, noting that transactions in Q1 2025 exceeded the regulatory threshold of 300,000 yuan and 0.5% of the company's audited net assets [5][6]. - The Zhejiang Securities Regulatory Bureau is currently investigating these transactions, which occurred shortly after Wang's appointment, raising questions about his accountability [5][6]. Group 5: Company Performance and Governance Issues - The performance of Reliable Shares has been a point of contention, with Bao Jia accusing Jin Liwei of making poor investment decisions, including investing in a loss-making company [7]. - Since its IPO, the company's profitability has significantly declined, with a notable loss in 2022, although there has been some recovery in 2023 [7].

Core Viewpoint - The internal conflict at Shanghai Jingqi Investment Management Co., Ltd. has escalated between founder Fan Siqi and co-founder Tang Jingren, leading to allegations of financial misconduct and unauthorized actions regarding company assets [3][4]. Group 1: Company Conflict - Fan Siqi accused Tang Jingren of transferring 5 million yuan from the company's account, leaving only over 2,000 yuan remaining [3][5]. - Fan Siqi claimed that unauthorized actions, including fund establishment and account operations, were conducted without his consent, constituting serious violations [4][6]. - The dispute has been characterized by accusations of using forged seals and signatures, with Fan Siqi asserting that all actions taken without his authorization are invalid [4][6]. Group 2: Financial Mismanagement Allegations - On July 2, the company’s account was reportedly drained of 5 million yuan, with unusual early salary payments made to employees, raising questions about the legitimacy of these transactions [5][6]. - Tang Jingren defended the actions taken by stating that they were necessary to prevent potential financial risks posed by Fan Siqi's actions, including the reissuance of company seals [6]. - The company announced that online transactions had been frozen, but offline transactions could still proceed under specific conditions [6].