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表决权委托“罗生门”:谁是ST银江“话事人”?
Zhong Guo Zheng Quan Bao· 2025-12-28 21:08
Core Viewpoint - The regulatory letter from the Shenzhen Stock Exchange reveals a power struggle over ST Yinjian, involving undisclosed agreements between its controlling shareholder, Yinjian Technology Group, and other parties, raising concerns about governance and financial stability [1][7]. Group 1: Control and Governance Issues - The regulatory letter indicates that Yinjian Group and its actual controller, Wang Hui, failed to fulfill information disclosure obligations, leading to a conflict regarding the control of ST Yinjian [1]. - Agreements such as the "Voting Rights Entrustment and Joint Action Agreement" and "Cooperation Memorandum" were signed, but the board's announcements contained conflicting information [1][9]. - Wang Hui's alleged misuse of non-operating funds led to a significant financial shortfall, necessitating borrowing to repay these funds to maintain ST Yinjian's listing status [2][3]. Group 2: Financial Transactions and Borrowing - Wang Hui repaid nearly 200 million yuan, primarily sourced from loans provided by Yao Chengling and Shanghai Yuanzhuo, to address the company's financial issues [2][3]. - Shanghai Yuanzhuo has committed to providing additional loans to Yinjian Group to facilitate the repayment of debts owed to Yao Chengling [3][4]. - The total amount of non-operating fund occupation reached 663 million yuan in 2023 and 435 million yuan in the first half of 2024, indicating a severe liquidity crisis [2]. Group 3: Board Dynamics and Conflicts - The board of ST Yinjian faced criticism for procedural irregularities during the election of new directors, with two directors nominated by Shanghai Yuanzhuo being removed [7][8]. - The board's decisions have been challenged due to the lack of transparency regarding the agreements that affect voting rights and control [8][9]. - The ongoing disputes and lack of clarity regarding the control structure have raised concerns among minority shareholders about the company's governance and future direction [11][12]. Group 4: Future Prospects and Market Reactions - Despite efforts to stabilize the company, ST Yinjian's financial performance remains poor, with significant losses reported in recent quarters [11]. - The potential for a shift in control dynamics exists as individual shareholders are increasingly buying into ST Yinjian, which could lead to a coalition that challenges the current governance structure [12]. - The company aims to leverage strategic partnerships and technological advancements to improve its business outlook, but uncertainties surrounding governance persist [11].