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。公司披露了长达20余页的公告附 件，详细阐述了双方争议焦点，双方"唇枪舌剑"的内容共计近2万字。不难看出，可靠股份的"内斗"仍在持续升级。 目前，拟解除景乃权独董职务的议案尚需提交公司2026年第二次临时股东会审议，该股东会定于2026年3月12日召开。 2月24日，据智通财经，可靠董秘王向亭回应称，本次作出解除独董决议的关键，是独立董事景乃权在董事鲍佳薪酬争议问题上罔顾公司与中小股东利 益，违背了公司《第五届董事会薪酬方案》（以下简称《方案》）。即《方案》规定，鲍佳作为非独立董事不领取董事津贴，按其在公司担任的具体职务 和为公司发展所做的贡献，依据公司绩效考核管理制度执行、发放和领取薪酬。但是鲍佳2025年已不在公司上班不应领取薪酬，加之有投 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 文|《BUG》栏目 闫妍 2月23日，可靠股份发布公告称，公司第五届董事会第十七次（临时）会议以现场结合网络会议方式召 开，会议以5票同意、2票反对的表决结果，审议通过了《关于解除景乃权先生独立董事职务的议案》。 其中，董事鲍佳与独立董事景乃权两人对该议案投下反对票。 可靠股份称，2025年12月23日，薪酬委员会审议鲍佳薪酬事项的关键时刻，景乃权先生展现了显著 的"特定立场预设"，已严重背离独立董事立场，在已知公司《薪酬管理制度》对非独立董事不领取津贴 的前提下，且已知鲍佳2025 年未向公司提供劳动或服务的情况下，公然要求将鲍佳董事具有争议的、 高额报酬定性为"无责津贴"。在其他委员会成员提出合规质疑时，景乃权先生当场发表"别人管不着"等 极端言论，试图阻碍正常的合规审计与绩效核查。 公开信息显示，景乃权2024年4月正式当选可靠股份第五届董事会独立董事，时至今日任期未满两年。 但在可靠股份2025年10月24日召开的董事会会议上，可靠股份董事鲍佳与独立董事景乃权分别对《2025 年第三季度报告》投出了反对票与弃权票。 对于解除独董职务的原因，可靠股份表示 ...

Core Viewpoint - The board of Reliable Co., Ltd. has proposed to dismiss independent director Jing Naiquan, which has sparked controversy and dissent among board members, particularly from director Bao Jia, who views the dismissal as retaliation for Jing's independent stance [1][2]. Group 1: Board Decisions and Controversies - The board meeting on February 12, 2026, resulted in a vote to dismiss Jing Naiquan, with 5 votes in favor and 2 against, highlighting internal conflicts within the board [1]. - Bao Jia criticized the dismissal as a retaliatory act against Jing for his independent performance, arguing that the company's claims of Jing's bias are unfounded [1][2]. - Jing Naiquan contended that the reasons for his dismissal are illegal and stem from work disagreements, asserting his commitment to minority shareholders [1][2]. Group 2: Company Financial Performance - Reliable Co., Ltd. reported a revenue of 829 million yuan for Q3 2025, a year-on-year increase of 5.1%, and a net profit attributable to shareholders of 27.98 million yuan, up 26.8% [2]. - The company’s operating cash flow for the same period was 89.72 million yuan, reflecting a significant year-on-year growth of 136.3% [2]. - As of the end of Q3 2025, the total assets of the company stood at 2.151 billion yuan, a 2.9% increase from the previous year, while the net assets attributable to shareholders slightly decreased by 0.04% to 1.334 billion yuan [2]. Group 3: Historical Context and Company Background - Reliable Co., Ltd. was established in 2001 and went public on the ChiNext board in June 2021, focusing on the design, development, production, and sales of disposable hygiene products [4]. - The company’s product range includes baby care products, adult incontinence products, and pet hygiene products, with well-known brands such as Kelao and Absorb [4]. - Bao Jia, a significant shareholder and former CEO, has consistently opposed various board proposals, indicating ongoing governance challenges within the company [3][4].

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，提出以董事津贴的形式，继续按照原年薪标准向鲍佳发放报酬。在讨论鲍佳薪酬期间，景乃 权作为独立董 ...

Core Viewpoint - The internal conflict within Reliable Co. has escalated, leading to the dismissal of independent director Jing Naiquan by the board of directors, which is a rare occurrence in listed companies [2][4]. Group 1: Reasons for Dismissal - Reliable Co. stated that Jing Naiquan lost his independence, failed to fulfill his duties diligently, and lacked the professional ethics expected of an independent director [4][5]. - The main point of contention revolves around the salary issue of director Bao Jia, with Reliable Co. arguing that Bao should not continue to receive a high salary without providing actual labor or services [5][9]. - Jing Naiquan allegedly made inappropriate remarks during discussions about Bao's salary and threatened the company and other directors, which led to the conclusion that he no longer maintained the independence required of his role [5][6]. Group 2: Responses from Jing Naiquan - Jing Naiquan claimed that the reasons for his dismissal were absurd, superficial, and illegal, asserting that it was a retaliation from the major shareholder due to differing opinions on work matters [7][8]. - He emphasized that he acted in the interests of the company and minority shareholders, and his voting decisions were based on the legality and compliance of the matters discussed [8]. - Jing Naiquan also mentioned that he provided written solutions after leaving the salary meeting and criticized the company for not responding to his suggestions [8]. Group 3: Ongoing Internal Conflict - The internal conflict continues to escalate, with Bao Jia expressing strong opposition to the dismissal, viewing it as a personal attack for his principled stance [9]. - Bao Jia, who has a significant shareholding of over 29% after a divorce from the controlling shareholder, has consistently voted against several proposals and reports from Reliable Co. [9][10]. - Reliable Co. was established in 2001 and focuses on the design, research, production, and sales of disposable hygiene products, with a market capitalization of 3.5 billion CNY as of February 13 [11].

Core Viewpoint - The internal conflict at Reliable Co., Ltd. has escalated, leading to the dismissal of independent director Jing Naiquan by the board of directors, which has raised significant concerns regarding corporate governance and the independence of board members [2][5]. Group 1: Dismissal of Independent Director - Reliable Co., Ltd. announced the removal of independent director Jing Naiquan due to a loss of independence and failure to fulfill his duties, which the company claims undermined the interests of minority shareholders [2][5]. - The board's decision to dismiss Jing will be presented for shareholder approval, indicating a formal process following the internal conflict [2]. - Jing Naiquan's removal has sparked a heated debate, with over 10,000 words exchanged between the opposing parties, highlighting the ongoing internal strife within the company [5]. Group 2: Reasons for Dismissal - The primary contention revolves around the salary of director Bao Jia, who received a pre-tax salary of 2.43 million CNY for 2024, despite not providing actual labor or services to the company [5]. - Jing Naiquan allegedly made inappropriate comments during discussions about Bao Jia's salary and threatened the company and other board members, which led to the conclusion that he had lost his independence [5][6]. - The company accused Jing of failing to review meeting materials as required, leaving meetings without permission, and refusing to sign meeting records, which violated the diligence expected of an independent director [5][6]. Group 3: Jing Naiquan's Response - Jing Naiquan has publicly stated that the reasons for his dismissal are absurd and illegal, asserting that his actions were in line with the interests of the company and minority shareholders [7]. - He claims that he has consistently voted based on the legality and compliance of matters presented to the board, indicating a commitment to corporate governance [7]. - Jing also mentioned that he provided written solutions after leaving the salary meeting and criticized the company for not responding to his suggestions [7]. Group 4: Ongoing Internal Conflict - Director Bao Jia has expressed strong opposition to Jing Naiquan's dismissal, framing it as retaliation from the controlling shareholder, Jin Liwei, for Jing's principled stance [8]. - Bao Jia, who has a significant shareholding of over 29% in the company, has a history of voting against several company proposals, indicating a pattern of dissent within the board [8][9]. - The company, founded in 2001 and listed on the ChiNext board in 2021, specializes in the design, research, production, and sales of disposable hygiene products, which include baby care and adult incontinence products [9][10].

Core Viewpoint - Ongoing internal conflicts within Reliable Co., Ltd. (301009) have not been resolved, highlighted by recent board meetings where board member Bao Jia voted against proposed related party transactions, leading to a public dispute with the current chairman and general manager, Jin Liwei [1][12]. 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 [3]. - 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 fair pricing process [3][4]. - Reliable Co. defended the necessity of the lease, stating that Kexin Meideng's limited scale necessitates renting rather than purchasing property, and emphasized the importance of maintaining operational stability [4][5]. Group 2: Procurement from Hanggang Company - The board also approved a related party transaction with Guangxi Hanggang Material Technology Co., Ltd. for raw material procurement, with an estimated amount not exceeding 60 million yuan for 2026 [6]. - Bao Jia raised concerns about the declining procurement amounts, noting discrepancies between the company's stated strategic importance of Hanggang and the actual procurement figures, which decreased from 146.69 million yuan in 2024 to 60 million yuan in 2026 [7][8]. - Reliable Co. responded by stating that the procurement volume is a result of balancing capacity and supplier structure, and emphasized that Hanggang meets the basic due diligence requirements for qualified suppliers [10]. Group 3: Governance and Compliance Issues - Bao Jia has consistently voted against various proposals, including financial reports and related party transactions, raising questions about governance and transparency within the company [12][13]. - The company received a warning letter from the Zhejiang Securities Regulatory Bureau in 2025 due to previous related party transactions, which has led to internal discussions about accountability and compliance with new governance standards [11]. - Reliable Co. asserted that it has completed necessary rectifications and will enhance training for directors to ensure compliance with governance requirements in the future [11].

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].

Group 1 - The stock of Reliable Co., Ltd. increased by 5.03% on January 13, reaching a price of 13.77 CNY per share, with a trading volume of 97.1 million CNY and a turnover rate of 4.78%, resulting in a total market capitalization of 3.744 billion CNY [1] - Reliable Co., Ltd. is based in Hangzhou, Zhejiang Province, and was established on August 7, 2001. The company went public on June 17, 2021, and its main business involves the design, research and development, production, and sales of disposable hygiene products [1] - The revenue composition of Reliable Co., Ltd. includes adult incontinence products at 52.30%, baby care products at 38.05%, pet hygiene products at 6.14%, and other products at 3.51% [1] Group 2 - Among the top ten circulating shareholders of Reliable Co., Ltd., one fund from Bosera Fund ranks as a significant shareholder. The Bosera Third Industry Growth Mixed Fund (050008) entered the top ten shareholders in the third quarter, holding 761,500 shares, which accounts for 0.5% of the circulating shares [2] - The Bosera Third Industry Growth Mixed Fund (050008) was established on April 12, 2007, with a current scale of 754 million CNY. Year-to-date, it has achieved a return of 2.24%, ranking 6169 out of 8836 in its category; over the past year, it has returned 25.91%, ranking 4988 out of 8091; and since inception, it has returned 29.24% [2]

Core Viewpoint - The company Reliable Co., Ltd. (301009.SZ) addressed objections raised by director Bao Jia regarding the company's Q3 2025 report, asserting that these objections do not align with principles of prudence and relevance [1] Group 1: Related Transactions and Regulatory Warnings - Director Bao Jia's objections pertain to previous related party transactions, which led to regulatory warnings for the company; these transactions occurred in the first half of the year and have since been rectified, thus not relevant to the Q3 report's accuracy [1] - The company clarified that there are no issues of the actual controller holding shares on behalf of suppliers, as confirmed by an audit committee report [1] Group 2: Bankruptcy Disclosure and Financial Reporting - The company denied any concealment regarding the bankruptcy situation of Haizheng Sulikang, stating that it was unaware of the bankruptcy restructuring application prior to the H1 2025 report, and only learned of it during the Q3 report preparation [2] - The objections regarding management fees, particularly legal consultation fees, were addressed by the company, which stated that the fees were not significant enough to warrant board review and were explained to Bao Jia prior to the board meeting [2] Group 3: Company Performance and Business Overview - Reliable Co., Ltd. specializes in the design, research, production, and sales of disposable hygiene products, including adult incontinence products, baby care products, women's hygiene products, and pet hygiene products [3] - For the first three quarters of the year, the company reported revenue of 829 million yuan, a year-on-year increase of 5.12%, and a net profit attributable to shareholders of 27.98 million yuan, reflecting a growth of 26.79% [3]