近日，国内老牌家纺头部企业湖南梦洁家纺股份有限公司（以下简称 "梦洁股份"，002397.SZ）深陷 "董事实名举报" 舆论漩涡。公司董事陈洁通过个人微信 公众号连发举报信，以 "请君入瓮、趁火打劫" 等犀利措辞，直指董事长姜天武、董秘李军等核心高管涉嫌合同诈骗、职务侵占等多项违规行为。面对指 控，梦洁股份迅速发布严正声明予以否认，并宣布已启动司法程序维权。这场涉及上市公司控制权争夺、财务合规争议的风波，让成立 44 年的老牌企业陷 入舆论焦点。 2025 年 11 月 22 日，梦洁股份董事陈洁在个人公众号发布实名举报信，详细列举了被举报人的五大核心违法违规行为，涉及金额超 4 亿元。 第一项 "请君入瓮" 指控中，陈洁称 2022 年姜天武、李军以 "偿还银行贷款" 为由，要求中战华信法人刘必安支付 5000 万元尽调保证金，后将该笔资金挪用 偿还个人债务；2023 年前后，投资方金森新能支付 3.85 亿元股权转让款拟获取公司实际控制权，却陷入 "圈套" 未能如愿。 第二项 "趁火打劫" 指出，按协议约定金森新能成为第一大股东后 2 个月内需改组董事会，但姜天武以 "李军酒驾拘留""需再借 1.7 亿元 ...

Core Viewpoint - The slow progress of the stock buyback plan by Songjing Investment, controlled by the actual controller of Baolingbao, raises concerns about the company's financial health and governance issues, as the promised increase of 5%-10% in shares has not been met, with only 0.3418% completed so far [1][2][4]. Group 1: Buyback Plan Details - On October 8, 2024, Baolingbao announced that Songjing Investment planned to increase its stake by 5%-10% within six months, amounting to 1,848,840 to 3,697,670 shares [1][2]. - As of March 22, 2025, only 1,299,400 shares had been bought back, representing 0.3514% of the total share capital, which later adjusted to 0.3418% due to stock incentive plans [2]. - The buyback plan was extended by 12 months to April 7, 2026, due to reasons related to the actual controller's financial arrangements [2][4]. Group 2: Financial Difficulties - The financial struggles of the controlling shareholder, Yongyu Investment, have been highlighted, with multiple court cases leading to significant debt obligations, including amounts of 35.156315 million and 66.199211 million yuan [5][6]. - The actual controller, Dai Sijue, has been listed as a "dishonest executor" and has faced restrictions on high consumption since September 2024, further complicating the buyback situation [6][8]. Group 3: Governance Issues - Concerns have arisen regarding the governance of Baolingbao, particularly the authenticity of Dai Sijue's role as chairman, as board meetings have been conducted via remote voting since his restrictions began [9]. - The company has faced scrutiny over internal control deficiencies, highlighted by a short-term trading incident involving the secretary's father, raising questions about compliance and potential insider trading [10][14]. - The lack of clear communication from the company regarding the chairman's ability to fulfill his duties has left investors anxious about the company's leadership and direction [9][17].