记者丨 林汉垚 编辑丨周炎炎 "没有薪酬及考核委员会记录、没有董事会决议、没有上市公司的公告披露，甚至没有合同审 批决策程序、没有保险合同原件。"近日，在上海交大昂立股份有限公司（以下简称"交大昂 立"，600530.SH）召开的媒体沟通会上，在提及该上市公司前任高管杨国平等人涉嫌通过团 体保险违规转移资金时，其现任董事长嵇敏向媒体表示。 交大昂立投诉材料显示，2016-2019年期间，交大昂立前董事长杨国平、副董事长兼总裁朱敏 骏、副总裁兼财务总监娄健颖、董事会秘书李红、副总裁李康明等五名核心高管，利用职务便 利，擅自用公司资金为自己购买年金型、分红型商业保险，并通过退保，将保费退至个人账 户，获利1693.7214万元。 因此，交大昂立以"损害公司利益责任纠纷"为案由，已针对杨国平、朱敏骏、娄健颖、李红、 李康明等五名前任高管涉嫌损害公司利益的行为向上海市公安局松江分局刑事报案。 但在7月9日的媒体沟通会上，嵇敏透露，交大昂立向上海市松江分局补充报案材料并得到分局 的接受证据材料清单，后收到不予立案通知书。嵇敏称，公司将向上级公安机关提起行政复 议。 所退保费入私囊 交大昂立总裁助理夏景华在媒体沟通会上介 ...

"没有薪酬及考核委员会记录、没有董事会决议、没有上市公司的公告披露，甚至没有合同审批决策程 序、没有保险合同原件。"近日，在上海交大昂立股份有限公司（以下简称"交大昂立"，600530.SH）召 开的媒体沟通会上，在提及该上市公司前任高管杨国平等人涉嫌通过团体保险违规转移资金时，其现任 董事长嵇敏向媒体表示。 交大昂立投诉材料显示，2016-2019年期间，交大昂立前董事长杨国平、副董事长兼总裁朱敏骏、副总 裁兼财务总监娄健颖、董事会秘书李红、副总裁李康明等五名核心高管，利用职务便利，擅自用公司资 金为自己购买年金型、分红型商业保险，并通过退保，将保费退至个人账户，获利1693.7214万元。 因此，交大昂立以"损害公司利益责任纠纷"为案由，已针对杨国平、朱敏骏、娄健颖、李红、李康明等 五名前任高管涉嫌损害公司利益的行为向上海市公安局松江分局刑事报案。 但在7月9日的媒体沟通会上，嵇敏透露，交大昂立向上海市松江分局补充报案材料并得到分局的接受证 据材料清单，后收到不予立案通知书。嵇敏称，公司将向上级公安机关提起行政复议。 所退保费入私囊 南方财经全媒体记者林汉垚北京报道 交大昂立总裁助理夏景华在媒体沟通会上介 ...

Core Viewpoint - The current management of Jiaoda Onlly is pursuing accountability for former executives involved in a controversial insurance refund scheme, emphasizing the need for legal action and transparency [2][5][7]. Group 1: Allegations and Evidence - The Shanghai Securities Regulatory Bureau issued a warning letter indicating that Jiaoda Onlly had issues with the disclosure of executive compensation in the 2016 and 2018 annual reports [5]. - Former executives, including Yang Guoping, allegedly used company funds to purchase group insurance and subsequently refunded the premiums to their personal accounts, totaling approximately 3.79 million yuan in 2017 and 1.28 million yuan in 2018 [6][7]. - The current management has submitted new evidence, including reports from third-party firms, indicating that the actions of former executives may constitute embezzlement and violate legal regulations [7][8]. Group 2: Legal Actions and Financial Impact - Since March 2023, Jiaoda Onlly's current management has initiated multiple lawsuits against former executives, discovering that their actions resulted in a loss of approximately 21 million yuan in principal and interest [8][9]. - The company has reported difficulties in obtaining original documents related to the insurance transactions, which complicates the investigation [9]. - The management plans to apply for administrative review following the police's refusal to file a case based on the initial report [9]. Group 3: Corporate Governance and Shareholder Dynamics - The current management asserts that the pursuit of accountability from former executives is unrelated to the ongoing power struggle within the company, which began in 2022 [10][14]. - As of the first quarter of 2025, Shanghai Yunjian Industrial Development Co., Ltd. and its affiliates hold over 30% of Jiaoda Onlly's shares, while Dazhong Transportation holds 14.48% [15]. - The chairman of Jiaoda Onlly, Ji Min, emphasized that the accountability measures align with the interests of Dazhong Transportation as a shareholder [17].

Core Viewpoint - The current management of Jiaoda Onlly is committed to holding former executives accountable for their alleged misconduct involving insurance purchases and refunds, which have resulted in significant financial losses for the company [6][9][21]. Summary by Sections Background of the Case - The Shanghai Securities Regulatory Commission issued a warning letter indicating that Jiaoda Onlly had issues with the disclosure of executive compensation in its 2016 and 2018 annual reports [5]. - The current management revealed that former executives, including Yang Guoping, used company funds to purchase group insurance and subsequently refunded the premiums to their personal accounts [5][6]. Details of the Insurance Transactions - In October 2016, Jiaoda Onlly transferred 3.8 million yuan to Tianan Life for group insurance premiums, with the insured being former executives [8]. - In November 2017, Yang Guoping signed for a refund of 1.0936 million yuan, with a total of 3.7924 million yuan refunded to five former executives [8]. - In January 2018, the company paid a total of 12.84 million yuan for another group insurance policy, with refunds occurring in January 2019 totaling 1.584 million yuan to the same group of executives [8]. Legal and Compliance Issues - The management stated that these transactions were not disclosed publicly and lacked proper decision-making processes, including board resolutions and contract approvals [9]. - Legal opinions indicated that the actions of the former executives potentially violated laws regarding the misappropriation of company assets, constituting a crime of embezzlement [9][11]. Current Management Actions - Since March 2023, the current management has initiated legal actions against the former executives, discovering that their actions resulted in a loss of 21 million yuan in principal and interest [11]. - The management has reported the case to the police and submitted additional evidence, although they faced challenges in obtaining some information due to the covert nature of the transactions [13][14]. Shareholder Dynamics - The current management emphasized that their pursuit of accountability is aligned with the interests of their major shareholder, Dazhong Transportation, which holds a significant stake in Jiaoda Onlly [21]. - As of the first quarter of 2025, the major shareholders include Shanghai Yun Jian Industrial Development Co., which holds over 30% of the shares, while Dazhong Transportation holds 14.48% [19][21].

Core Viewpoint - The company, Jiao Da Ang Li, is involved in a legal case against five former executives for allegedly harming the company's interests through illegal insurance purchases and tax evasion practices [2][10]. Group 1: Case Details - The company discovered irregularities in insurance payments totaling 12.84 million yuan (approximately 1.28 billion) made in 2018, which lacked the required insurance contracts [2]. - The former executives, including Yang Guoping and others, are accused of purchasing large insurance policies and subsequently cashing out through refunds to their personal accounts [4][10]. - The company reported that similar practices occurred in 2016, with insurance payments amounting to 3.8 million yuan (approximately 0.38 billion) [2]. Group 2: Legal Proceedings - The company filed a criminal report with the Shanghai police, which was not accepted for further investigation, prompting the company to seek administrative review [3]. - Legal opinions suggest that the actions of the former executives may constitute embezzlement and violate company laws, as the insurance purchases were not approved by the board or shareholders [10][11]. Group 3: Financial Transactions - The first insurance contract was established in October 2016 with a total premium of 3.8 million yuan (approximately 0.38 billion), and the executives received refunds totaling 3.79 million yuan (approximately 0.38 billion) after cancellation [5][7]. - In 2018, the company made additional insurance payments exceeding 10 million yuan (approximately 1 billion) to another insurance provider, with subsequent refunds being funneled back to the executives [8][9]. Group 4: Governance and Compliance Issues - The company failed to disclose these significant transactions in its annual reports, which is a violation of disclosure regulations for publicly listed companies [11]. - The case highlights potential governance failures within the company, as the former executives allegedly exploited their positions to benefit personally without proper oversight [12].

Core Viewpoint - The company is facing legal issues related to former executives who allegedly misappropriated company funds for personal insurance policies, leading to significant financial implications and potential criminal charges against those involved [2][5][12]. Group 1: Legal Issues and Developments - The company reported that the police decided not to file a case against the former executives involved in the alleged misconduct, prompting the company to apply for administrative review [2]. - The company has submitted new evidence, including a legal opinion from a law firm, indicating that the actions of the former executives may constitute embezzlement and violate laws regarding the misappropriation of company assets [2][12]. - The company filed a criminal report with the police on June 24, 2023, against five former executives for damaging company interests, which was accepted by the authorities [2][5]. Group 2: Background of the Company - Founded in December 1997, the company is a well-known player in China's health food industry and went public in 2021, focusing on health products and elderly care services [4]. - The company has undergone multiple changes in its controlling shareholders, with the latest change occurring in August 2022, when the controlling shareholder shifted to Shanghai Yunjian Industrial Development Co., Ltd. [4]. Group 3: Details of the Alleged Misconduct - Between 2016 and 2019, the former executives purchased group insurance policies using company funds and subsequently received refunds to their personal accounts, totaling approximately 16.93 million yuan [6][8]. - The first insurance contract was initiated in October 2016, with a payment of 3.8 million yuan made to Tianan Life Insurance, covering six individuals, including the former chairman and other key executives [6][8]. - The company discovered that there were no formal approval processes or documentation supporting the insurance purchases, raising significant compliance concerns [7][12]. Group 4: Evidence and Findings - The company conducted an internal review following a request from the tax bureau, which led to the discovery of irregularities in the insurance payments made in 2018 [10][11]. - Independent third-party reports have indicated that the actions of the former executives violated company regulations and relevant laws, further supporting the company's claims against them [11][12].

虽然交大昂立在2024年12月的媒体沟通会上提到五名前任高 管损害公司利益的行为主要是指通过公司资金购买团体险再退 保至个人账户，但外界尚不清楚此事的细节以及上述五名高管 如此操作的原因。 作者：黄一帆 封图：图虫创意 一周前，交大昂立（600530.SH）公告公司以"损害公司利益责任纠纷"为案由，针对杨国平、朱敏骏、娄健颖、李红、李康明等五名前任高管涉嫌损害 公司利益的行为向上海市公安局松江分局刑事报案，而之前公司对于前任高管的追责还处于民事阶段，由此公司备受资本市场关注。 虽然交大昂立在2024年12月的媒体沟通会上提到五名前任高管损害公司利益的行为主要是指通过公司资金购买团体险再退保至个人账户，但外界尚不 清楚此事的细节以及上述五名高管如此操作的原因。 6月30日，交大昂立实控人、总裁嵇霖独家回应了经济观察报，对相关情况进行了详细的介绍。同时，嵇霖向经济观察报出示了当时公司财务付款购买 保险的流程单据以及上市公司从保险公司处获得的相关资料。 在嵇霖看来，杨国平等 时任 高管通过公司资金购买团体保险再退保退费至个人账户的行为，在证监会关于规范关联方资金占用的文件里早有明确界 定，其实质是时任管理层滥用控制 ...