控制权争夺
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“豪门恩怨”背后是“鞋王”困境
Nan Fang Du Shi Bao· 2026-01-05 23:11
制图:刘卫华(豆包AI生成) 汪海声明部分截图。 资料图片 在财务与个人待遇方面,声明内容提及了更激烈的指控。汪海称,自2025年4月冲突公开化后,其本人 及身边工作人员的工资、社保被停发,其名下存款亦被扣押,导致他"两个多月借钱维持生存"。声明还 指控,其妻(汪军之母)200多万元的养老钱被侵占,出行车辆被收走。此外,汪海还称其车辆被安装定 位设备,人身自由受限,其名下房产被秘密过户。 基于上述理由,汪海在声明末尾宣布,将成立"双星名人品牌接班委员会",并明确主张"能人接 班"和"职业经理人接班",意图彻底打破家族血缘继承的传统模式。同时,声明强调,汪军等人无权处 理或继承其个人财产,也无权代表他处理任何事务,若其人身安全受到伤害将追究汪军等人责任。 百年国货品牌双星名人集团的家族内斗再度升级。 1月3日,84岁的集团创始人汪海发布亲笔签名并按有手印的公开声明,正式宣布与儿子汪军、儿媳徐英 断绝父子及姻亲关系。南都湾财社记者注意到,这封声明列举11项核心争议,涵盖接班资格、公章争 夺、财产侵占等多重矛盾,将持续近一年的控制权之争推向高潮。据多家媒体报道,接近汪海的工作人 员已确认声明真实性,截至发稿,双星名 ...
华谊兄弟控制权迎来变数:王氏兄弟1.54亿股将二次拍卖 董事会紧急布防 阿里会保持沉默吗?
Xin Lang Cai Jing· 2025-12-11 06:51
Core Viewpoint - The control of Huayi Brothers is at risk due to the impending judicial auction of shares held by major shareholder Wang Zhongjun, which could significantly dilute the family's ownership and stability in the company [1][8]. Group 1: Control and Governance - The board of Huayi Brothers held an emergency meeting on December 5, 2025, to pass 30 resolutions aimed at protecting control, including the cancellation of the supervisory board and transferring its functions to the audit committee [2][9]. - Wang Zhongjun's son, Wang Fuye, was elected to the audit committee, indicating the family's intent to maintain financial oversight [2][9]. - Wang Zhongjun was appointed as the legal representative of the company, allowing him to influence major decisions even if his shareholding is diluted [2][9]. Group 2: Market Reactions and Auction Dynamics - The first auction on December 9, 2025, saw no bids despite significant interest, reflecting market caution regarding Huayi Brothers' future [3][10]. - The silence from Alibaba's side, a significant stakeholder, adds uncertainty to the situation, as their potential acquisition of shares could shift control dynamics [3][10]. Group 3: Financial Performance and Challenges - Huayi Brothers has faced substantial financial losses, with cumulative losses exceeding 8.2 billion yuan from 2018 to 2024, and a further loss of 114 million yuan in the first three quarters of 2025 [4][11]. - The company's debt crisis is evident, with overdue debts reaching 52.5 million yuan, and a cash reserve of only 19 million yuan, leading to a high debt-to-asset ratio of 87.69% [4][11]. - The reliance on the IP of director Feng Xiaogang has diminished, with recent films underperforming at the box office, contributing to the financial decline [4][11]. Group 4: Industry Trends and Future Outlook - The case of Huayi Brothers highlights a shift in the film industry from a resource-driven model to a more industrialized approach led by new players [5][12]. - If the Wang family loses control, Huayi Brothers may either receive resource support from Alibaba or become a target for acquisition by opportunistic investors [5][12]. - The core value of film companies remains tied to content creation capabilities, and losing this could limit the effectiveness of capital restructuring efforts [5][13]. Group 5: Conclusion - The struggle for control at Huayi Brothers represents a broader transformation in the content industry, balancing traditional authority with capital influence [6][14]. - The outcome of the auction on December 29, 2025, will be pivotal in determining the future valuation of the company, whether it aligns with founder-driven models or sustainable business practices [6][14].
股东临时提案不符合规则规定,同济科技董事会决定不予提交股东大会
Zheng Quan Shi Bao Wang· 2025-12-10 15:55
12月10日晚,同济科技(600846)披露《董事会关于对股东临时提案事项说明的公告》。公告指出,经董 事会审查,认为股东临时提案不符合相关规定,不应提交12月19日召开的2025年第一次临时股东大会进 行审议。 公开资料显示,双方在公司治理层面的矛盾已非首次显现。早在2023年年度股东大会上,同济科技提交 的17项议案就曾被股东全体否决。随后,二股东量鼎实业一度宣布自行召集临时股东大会,意图审议包 括罢免4名董事及2名监事在内的共计16项提案,后又临时取消。 管理层对股东分歧的忧虑此前已有公开表达。公司曾在2023年年中的媒体交流会问答时回复称,股东纷 争已令管理层感到焦虑,并影响到业务伙伴的信心,并强调,公司属于全体股东,而非仅由大股东或二 股东所拥有,呼吁各方理性应对,以利于公司长期健康发展。 市场分析人士指出,上市公司主要股东若长期陷入控制权争夺,不仅可能使公司战略摇摆、经营决策效 率低下,更会严重动摇投资者信心,最终损害所有股东的利益。(历平) 对于此次不应提交股东大会审议的理由,七名董事就公司经营、战略转型、公司融资及后续2025年年报 披露安排等方面阐述了各自意见,并建议股东各方加强沟通,在相对 ...
从14亿纾困到对簿公堂!华创证券与贵州百灵为何撕破脸?
Xin Lang Cai Jing· 2025-12-03 13:15
Core Viewpoint - The dispute between Guizhou BaiLing and Huachuang Securities, which began as a cooperation to alleviate financial difficulties, has escalated into a legal battle over control and financial obligations, with both parties presenting conflicting claims regarding the management and control of the company [1][3][40]. Group 1: Background of the Dispute - In 2019, Guizhou BaiLing's controlling shareholder Jiang Wei introduced Huachuang Securities as a rescue partner due to high debt and stock pledge rates, leading to a financial arrangement involving 1.4 billion yuan and stock pledges [4][40]. - Huachuang Securities provided 1.4 billion yuan through two asset management plans and acquired 161 million shares, representing 11.54% of Guizhou BaiLing's total shares [5][40]. - The two parties agreed to a strategic partnership, with Huachuang Securities stating it would not seek control over Guizhou BaiLing [7][42]. Group 2: Legal Proceedings and Claims - Huachuang Securities filed a lawsuit against Jiang Wei and others, claiming repayment of the 1.4 billion yuan principal and 361 million yuan from stock pledges, along with interest and penalties [1][3][45]. - Jiang Wei has accused Huachuang Securities of attempting to gain control over Guizhou BaiLing under the guise of financial assistance, leading to regulatory investigations [3][38]. - The legal dispute has reached the courts, with Huachuang Securities asserting its claims while Jiang Wei counters with allegations of misconduct by Huachuang Securities [1][3][48]. Group 3: Financial Implications - As of December 3, Guizhou BaiLing's stock price was 5.57 yuan per share, with a total market capitalization of 7.785 billion yuan, while the shares involved in the dispute were valued at approximately 1.944 billion yuan, exceeding the 1.761 billion yuan in claims [12][46]. - The financial arrangements included additional collateral, such as properties and receivables, to secure the investments made by Huachuang Securities [11][45]. - The ongoing litigation poses significant financial risks for Huachuang Securities, as the outcome will impact its asset quality and risk management practices [35].
科兴生物陷退市危机,十年内斗拖累经营与治理
Xin Lang Cai Jing· 2025-11-28 07:56
Core Viewpoint - The delisting crisis faced by the company is primarily attributed to the change in auditing firm and the delay in submitting the annual report, which highlights long-standing issues of corporate governance and control disputes [1][4]. Group 1: Corporate Governance Issues - The company received a delisting notice from NASDAQ due to its failure to submit the 2024 annual report by the deadline of November 11, 2025 [1]. - The resignation of the auditing firm, Deloitte, in April 2025, directly contributed to the inability to submit the annual report on time [1]. - A control struggle between the founder Yin Weidong and Pan Aihua has persisted for nearly a decade, severely impacting the company's normal operations [1][2]. Group 2: Financial Health and Risks - Since 2025, the company has implemented large dividend plans, including a cash dividend of $55 per share, raising concerns about its cash flow and long-term development capabilities [2]. - The company reported a sales revenue of $121.3 million and a net loss of $68.6 million in the first half of 2024, with cash and equivalents amounting to $1.1 billion [2]. - High dividend payouts may undermine the company's research and development investments and increase future debt burdens [2]. Group 3: Operational Challenges - Despite having several mature vaccine products and ongoing research pipelines, the company's operational fundamentals are under significant pressure [3]. - Revenue peaked at $19.4 billion in 2021 due to the COVID-19 vaccine but has since declined, with a 13.6% year-over-year drop in revenue for the first half of 2024 [3]. - The company faces high uncertainty regarding its ability to recover operationally amidst ongoing governance issues and potential delisting [3]. Conclusion - The delisting crisis is a culmination of long-term corporate governance chaos, control disputes, and imbalanced operational strategies, with the resolution of governance issues being crucial for the company's recovery [4].
上市公司董事实名举报董事长和董秘 声称“人身安全受到严重威胁”
Jing Ji Guan Cha Wang· 2025-11-24 10:04
争议的导火索可追溯至10月21日。当日,梦洁股份公告收到湖南证监局下发的行政监管措施决定书。决 定书揭露,梦洁股份子公司福建大方睡眠以往来款形式向叶艺峰提供财务资助,截至2021年年末,资金 余额为6602.73万元;截至2025年9月30日,余额为6337.63万元。 "请君入瓮、趁火打劫、欺上瞒下、赶尽杀绝、偷天换日!"11月22日,家纺龙头梦洁股份(002397) (002397.SZ)第七届董事会董事陈洁通过个人公众号发布实名举报信,以五个凌厉的词汇撕开了这家 老牌家纺企业的治理裂缝。 陈洁列举了被举报人的五大核心违法违规手段及事实,直指董事长姜天武、董秘李军等核心高管。陈洁 指出,姜天武、李军等人多次通过虚假披露、选择性披露,欺上瞒下、误导监管,严重侵害广大中小股 东的权益,侵害资本市场信息披露的公开、公正、公平,为公司治理埋下了巨大隐患。 据深圳商报报道,陈洁还透露,为逼迫其放弃质疑,相关人员曾诬陷其吸毒、制造"非法滞留"场景,试 图通过不正当手段压制不同声音。其表示:"在这几年中,本人在与姜天武、李军等人的博弈和维权过 程中,也遭受到多方各种阻扰,甚至遭遇离奇车祸,好在幸免遇难,但也让本人深刻意 ...
ST路通控制权争夺白热化:吴世春提名被拒,股东大会前“超长期”质押大批持股
Hua Xia Shi Bao· 2025-10-24 13:36
Core Points - The control battle between Wu Shichun, the founding partner of Meihua Venture Capital, and the current management of ST Luton has intensified, with Wu's board nominations being repeatedly rejected by the board [2][3] - Wu Shichun pledged 75% of his shares in the company, which accounts for 7.85% of the total share capital, with an unusual pledge expiration date set to 9999-01-01, indicating a strategic move to mitigate risks and maintain influence despite losing board seats [2][8] Group 1: Board Dynamics - Wu Shichun's nominations for two non-independent directors were rejected by the board, while the nominations from the third-largest shareholder, Wu Aijun, were approved unanimously [3][4] - The board's rejection of Wu's nominees was based on concerns regarding their qualifications and past performance, highlighting a significant divide in the board's opinions [4][5] - This marks the second time in 2023 that Wu Shichun has faced setbacks in his board nominations, indicating a growing complexity in the control dynamics of the board [4][5] Group 2: Share Pledge and Financial Strategy - Wu Shichun's pledge of 75% of his shares is seen as a financial maneuver to reduce pressure from margin calls and to potentially fund external investments [2][8] - The pledge is characterized as a "long-term" risk mitigation tool, commonly used by major shareholders to lower financial costs and maintain voting rights [2][8] - The funds from this pledge are explicitly stated not to be used for the company's operational needs, suggesting a strategy focused on external financial maneuvers rather than internal company growth [8] Group 3: Upcoming Shareholder Meeting - The upcoming shareholder meeting is expected to be contentious, with significant discussions around the cancellation of the supervisory board and changes to the company's governance structure [2][7] - The board structure will expand from five to seven members, including three independent directors and one employee representative, reflecting a shift in governance strategy [7]
大股东“硬刚”创始团队背后,海鲸药业欲“染指”盟科药业
Huan Qiu Lao Hu Cai Jing· 2025-09-26 11:00
Core Viewpoint - The conflict between Genie Pharma, the largest shareholder of Mengke Pharmaceutical, and the founding team led by Zhengyu Yuan has intensified, particularly regarding a proposed private placement and change of control involving Haijing Pharmaceutical [1][2][3] Group 1: Shareholder Dispute - Genie Pharma holds 71.57 million shares of Mengke Pharmaceutical, accounting for 10.92% of the total share capital, and has voted against multiple proposals related to the private placement [2] - Genie Pharma has proposed to remove three directors, including founder Zhengyu Yuan, and to elect three new directors, highlighting the growing rift between the major shareholder and the founding team [2][4] - The disagreement stems from Mengke Pharmaceutical's recent announcement of a private placement to Haijing Pharmaceutical, which Genie Pharma has publicly criticized [1][3] Group 2: Private Placement Details - Mengke Pharmaceutical plans to issue 164 million shares to Haijing Pharmaceutical, raising up to 1.033 billion yuan, which would give Haijing a 20% stake and make it the controlling shareholder [1][3] - Genie Pharma has raised concerns about the financial stability of Haijing Pharmaceutical, questioning its ability to fund the private placement given its reported total assets of approximately 700 million yuan and total liabilities of about 300 million yuan [6][7] Group 3: Financial Performance and Challenges - Mengke Pharmaceutical has been facing financial difficulties, with cumulative losses of approximately 1.221 billion yuan from 2022 to mid-2025, and has not yet achieved profitability [10] - The company’s only commercial product, the antibiotic Contizolam, has limited market potential due to competition from other established products [9][10] - Mengke Pharmaceutical's cash flow has been negative for several years, with only 237 million yuan remaining as of mid-2025, raising concerns about its ability to fund ongoing research and development [10]
直击*ST新潮股东大会:持续不到20分钟,有股东称驱车1000多公里却未能提问
Mei Ri Jing Ji Xin Wen· 2025-09-21 13:23
Core Viewpoint - The article discusses the challenges faced by *ST New潮 (New潮 Energy) following a delayed annual shareholder meeting, highlighting investor concerns over control disputes and the management of overseas assets [1][3][8]. Group 1: Company Background - *ST New潮 Energy has been under scrutiny due to a delayed annual report, resulting in a proposed fine of 3 million yuan and additional penalties for two former executives totaling 2 million yuan [3]. - The company is currently embroiled in a power struggle between new and old management, particularly regarding control over its key overseas assets located in the United States [8]. Group 2: Shareholder Meeting Insights - The annual shareholder meeting held on September 19 lasted only about 18 minutes, with management leaving shortly after, leading to dissatisfaction among investors who traveled long distances to attend [4][6][7]. - Key topics of concern for shareholders included the management of overseas assets, the status of ongoing lawsuits in the U.S., and the potential for the company to remove its "ST" designation [5][11]. Group 3: Legal and Financial Issues - The company is involved in a lawsuit against its auditing firm, which could impact its financial reporting and investor confidence, as it has received "negative opinions" on internal controls for two consecutive years [12][13]. - A recent court ruling has mandated that the U.S. subsidiary of New潮 Energy maintain normal operations and restrict significant transactions without prior approval, emphasizing the importance of shareholder control [10]. Group 4: Market Reaction - Despite being under "ST" designation, New潮 Energy's stock experienced significant gains shortly after resuming trading, indicating some investor optimism [14]. - However, concerns remain about the ability of the new controlling shareholder, 伊泰 (Yitai), to effectively manage the company amidst ongoing challenges [14].
市值260亿公司陷退市危机,股民开车1000公里参加股东大会:还没提问管理层就跑了
Mei Ri Jing Ji Xin Wen· 2025-09-20 09:36
Core Viewpoint - The article discusses the challenges faced by New潮能源 (ST New潮, 600777.SH) following its delayed annual shareholder meeting and the implications of regulatory penalties, management transitions, and ongoing litigation affecting its operations and stock performance [1][2]. Group 1: Regulatory and Financial Issues - New潮能源 is facing a penalty of 3 million yuan and warnings for delaying its annual report by over two months, with additional fines for two former executives totaling 2 million yuan [1]. - The company has received a "disclaimer of opinion" audit report from its auditor, which has led to a risk warning for delisting. If the audit opinion does not improve by the 2025 fiscal year, the company may face termination of its listing [1][14]. Group 2: Shareholder Meeting Insights - The annual shareholder meeting on September 19 lasted only about 18 minutes, with management leaving shortly after, leading to dissatisfaction among shareholders who traveled long distances to attend [2][6]. - Key concerns among shareholders included whether the current board has control over overseas assets and the status of ongoing litigation in the U.S. [7][10]. Group 3: Management Transition and Control Issues - The transition of control from the previous management to the new board, backed by 伊泰B股 (900948.SH), has encountered obstacles, particularly regarding the control of core assets located in the U.S. [9][8]. - The new management's ability to effectively manage the company and its overseas assets remains uncertain, raising concerns about the future direction of New潮能源 [18]. Group 4: Stock Performance and Market Reaction - Despite being under a delisting risk warning, New潮能源's stock has seen significant gains, with a 70% increase year-to-date and nine consecutive trading days of price increases following its resumption of trading [15].