At the Board Transition, the Controlling Shareholder Faces Criminal Detention, Tonghuixinxi Power Struggle Intensifies, Can Southern Sky Digital Finance Successfully "Defend Its Title"?

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Blue Whale News, March 18 — Since the second half of last year, Tonghui Information (920090.BJ), listed on the Beijing Stock Exchange, has been under the shadow of a control rights dispute. Recently, the situation has escalated, with the board of directors undergoing changes amid fierce competition. On one hand, the actual controller Dai Fuhao and the company’s secretary were both criminally detained; on the other hand, Nantianshu Jin camp has repeatedly proposed to gather voting rights, aiming to continue controlling the company’s board and management.

In 2023, Nantianshu Jin attempted to take control of Tonghui Information through participation in a private placement, with Nantianshu Information, a listed company under the State-owned Assets Supervision and Administration Commission of Yunnan Province, holding 49% of Nantianshu Jin’s shares. However, following legal cases and penalties against Tonghui Information and related officials, the private placement plan has been suspended to date. Nonetheless, as early as 2023, Nantianshu Jin had dispatched directors and senior executives into Tonghui Information and effectively gained control of the listed company.

By June 2025, Nantianshu Jin and Dai Fuhao, the actual controller of Tonghui Information, had disagreements over company control. In February of that year, Dai Fuhao promoted a board change, igniting the control rights dispute. As of March 18, Tonghui Information’s stock price reached 7.18 yuan per share, far above the 2.14 yuan per share issuance price set in 2023.

On March 19, Tonghui Information is scheduled to hold a shareholders’ meeting for board elections, which is a key battleground for both sides. On the evening of March 13, the founding shareholder Ma Yanli, affiliated with Nantianshu Jin, publicly solicited voting rights shares and issued another proposal on the evening of March 17. At a critical moment, according to a company announcement on the evening of March 16, Dai Fuhao and the company secretary Wang Wei were both criminally detained, making the story even more complex and unpredictable.

In response, Blue Whale News contacted the company’s securities department as an investor. Staff stated that the detention of the actual controller and secretary does not affect company operations, and the shareholders’ meeting will be held as scheduled. The staff also directly asked the reporter which side they supported.

The listed company and its actual controller have been fined multiple times for information disclosure violations.

Founded in 2008, Tonghui Information’s main business is providing intelligent scene solutions and products to industries such as education, finance, ports, and cinemas. In November 2021, it became one of the first companies listed on the Beijing Stock Exchange.

However, Tonghui Information’s “listing marked the peak,” as its performance has been declining since 2022, with four consecutive years of losses. According to the 2025 earnings forecast, Tonghui Information expects to achieve operating revenue of 34.2674 million yuan, a year-on-year decrease of 82.67%, and a net profit attributable to the parent of about -61.1457 million yuan, with a slight narrowing of losses compared to the previous year. The company stated that after the annual report is disclosed, there may be a risk warning for delisting.

Amid the delisting risk, on the evening of March 16, Tonghui Information announced that its controlling shareholder and actual controller Dai Fuhao, along with secretary Wang Wei, were criminally detained by public security authorities for suspected violations of disclosure obligations related to important information. The case is under investigation, with no further details disclosed. According to Tonghui Information’s third-quarter report for 2025, Dai Fuhao directly holds 18.14% of the shares, making him the largest shareholder. Currently, Dai Fuhao holds no official position in the company, and after Wang Wei’s detention, the secretary role is temporarily assumed by acting Chairman Zhao Qigao.

Tonghui Information is no stranger to previous violations of information disclosure regulations, also involving Dai Fuhao.

In March 2024, the Beijing Regulatory Bureau of the China Securities Regulatory Commission initiated an investigation into Tonghui Information. The investigation found that before the company’s listing, between 2018 and 2021, Tonghui Information and its subsidiaries—Ke Ying Shi Xun and Beijing Weirwen Education Technology Co., Ltd. (later renamed Tonghui (Beijing) Digital Intelligence Cloud Technology Co., Ltd.)—faked business contracts and manipulated revenue recognition, inflating income and profits. During this period, the company’s cumulative inflated revenue was about 62.2834 million yuan, and inflated profits about 31.8659 million yuan.

Despite Dai Fuhao and others arguing during hearings that the misconduct was minor and with little malicious intent, the CSRC ultimately fined Tonghui Information 9 million yuan, warned Dai Fuhao, and imposed a 11.5 million yuan fine on him. The company was publicly reprimanded and barred from securities market activities for 10 years, during which Dai Fuhao could not serve as a director, supervisor, or senior executive of any listed company. Additionally, the CSRC fined the company’s then-secretary, finance, and other responsible persons a total of 15 million yuan.

Beyond fabricated performance, Dai Fuhao has repeatedly been penalized for long-term misappropriation of company funds through capital occupation. From January to September 2019, he borrowed funds from Tonghui Information five times, with a maximum daily balance of 10 million yuan. In July 2020, the National Equities Exchange and Quotations (NEEQ) issued a warning letter to Tonghui Information and related responsible entities.

After going public, Dai Fuhao continued these practices. In March 2023, the Beijing Regulatory Bureau issued disciplinary sanctions against Tonghui Information and responsible persons. The sanctions revealed that in 2022, Dai Fuhao, then chairman, occupied company funds by transferring money to two individuals, totaling 73.4939 million yuan, with a maximum daily occupation of 41.6209 million yuan, all repaid by the end of the period. In periodic reports, Dai Fuhao and others disguised the capital occupation as accounts receivable to evade disclosure. In March 2023, the Beijing Regulatory Bureau also issued a warning letter to Dai Fuhao.

The detention of Dai Fuhao and Wang Wei for violations related to false or missing important information involves serious misconduct. Wang Zhibin, a lawyer at Minglun Law Firm in Shanghai, told Blue Whale News that such cases mainly target entities with legal disclosure obligations, involving serious false records, misleading statements, or major omissions that harm shareholders or others.

He explained that whether criminal responsibility is pursued depends on whether the misconduct caused serious consequences. According to prosecution standards, cases involving inflated or deflated assets or profits exceeding 30% of the disclosed total, undisclosed major matters involving over 10 million yuan, or repeated false or concealed disclosures, can trigger criminal liability.

Such cases are relatively rare in the capital markets. Recent examples include the Kangmei Pharmaceutical case, the Zhangzidao case, the Huarei Wind Power case, and Boyuan Investment case.

Control rights dispute intensifies as Nantianshu Jin publicly solicits voting rights.

Meanwhile, Tonghui Information is embroiled in a control rights battle. The company is scheduled to hold a shareholders’ meeting on March 19 to re-elect directors. The proposal nominates 14 candidates, including 8 non-independent directors and 6 independent directors.

Blue Whale News contacted Tonghui Information as an investor. The staff directly asked about the voting intention, stating, “Right now, one side belongs to Dai, and the other side is Ma Yanli and minority shareholders Nantianshu. There are 14 nominations, seven for each side, depending on which side you support.”

The staff noted that Ma Yanli is one of the founding shareholders of Tonghui Information, directly holding 1.89% of the shares, making her the fifth-largest shareholder. On March 13, she publicly announced her support for certain candidates for non-independent and independent directors. All supported candidates have backgrounds linked to Nantianshu Jin.

On the evening of March 17, Ma Yanli, together with Li Gang and Zhao Gengfei, issued a joint appeal to minority shareholders. Li Gang was the previous secretary of the company, holding 3.56% of shares, and resigned in November 2025 but continued to serve in the company. Zhao Gengfei directly holds 3.12% of shares, making him the fourth-largest shareholder.

From multiple joint proposals and appeals, these three individual shareholders—Ma Yanli, Li Gang, and Zhao Gengfei—have formed a camp aligned with external capital Nantianshu Jin.

According to Tianyancha, Nantianshu Information (000948.SZ), listed on the Shenzhen Stock Exchange, holds 49% of Nantianshu Jin’s shares and considers it an important affiliated enterprise in financial reports. The controlling shareholder behind Nantianshu Information is Yunnan Industrial Investment Holding Group Co., Ltd., controlled by the State-owned Assets Supervision and Administration Commission of Yunnan Province, which also includes Yunnan Finance Department, Yunnan Yuntianhua (600096.SH), and Yunnan Copper (000878.SZ).

In their appeal, Ma Yanli and others mentioned that since Tonghui Information was filed, Dai Fuhao has not provided substantive help for the company’s financing or business development. The planned strategic investor Nantianshu Jin and its recommended directors and executives attempted to assist through personal guarantees and financial support, but due to disagreements with Dai Fuhao and the investigation of Tonghui Information, Nantianshu Jin could not acquire shares as planned. Additionally, internal decision-making restrictions prevented Nantianshu Jin from increasing its stake via secondary market purchases.

Currently, Nantianshu Jin does not directly hold shares in Tonghui Information but has gained control over its operations and governance by dispatching directors and senior executives.

Nantianshu Jin preemptively gained control, and Dai Fuhao was criminally detained at a critical moment.

The roots of the control rights dispute trace back to 2023. At that time, less than two years after Tonghui Information’s listing, in August 2023, Dai Fuhao and his wife planned to change control. The announcement showed that the company intended to issue shares to Lisheng KeLi, a wholly owned subsidiary of Nantianshu Jin, making Lisheng KeLi the new controlling shareholder, and the company would become a company without a controlling shareholder.

Nantianshu Jin is a co-constructor of the National Publishing Administration’s Digital Audio-Visual Interaction and Standards Key Laboratory, engaged in acoustic audio algorithms and communication technology R&D and promotion. These upstream businesses are synergistic with Tonghui Information’s VR technology and applications.

Subsequently, Nantianshu Jin quickly appointed Wang Yifang, vice general manager of the company, as Tonghui Information’s general manager. In 2024, Tonghui Information signed a purchase and sale contract worth about 103 million yuan with Nantianshu Jin’s holding subsidiary Nantianshu Software, initiating business interactions. In April 2024, Zhao Gengfei and others resigned from director and senior management positions, while personnel from Nantianshu Jin took over key roles such as chairman and financial officer and joined the board.

Notably, the share issuance price set in 2023 was only 2.14 yuan per share. In 2024, as Shandong promoted outward-oriented economic development and built an international trade service platform, Tonghui Information invested in establishing a comprehensive foreign trade service platform in Shandong. The stock price surged, reaching 11.18 yuan per share by late October 2024. As of the close on March 18, Tonghui Information’s stock price remained at 7.18 yuan per share, well above the planned entry price of Nantianshu Jin.

According to announcements, the private placement plan between Tonghui Information and Nantianshu Jin has not yet been implemented. In June 2025, the relationship between Dai Fuhao and Nantianshu Jin began to fracture, with control rights disputes erupting over personnel appointments. Dai Fuhao publicly solicited voting rights, calling for the removal of Nantianshu Jin’s appointed director Wang Yifang and director Yang Zhong, who oversees risk and legal affairs, and proposed new candidates including vice general manager Li Xinhua, and department managers Wang Guocheng and Wang Peng.

Within less than half a year, Tonghui Information’s board held seven meetings, deepening disagreements. In November 2025, during the election of an acting chairman, Dai Fuhao’s side nominated vice general manager Li Xinghua, while Nantianshu Jin nominated its chairman Zhao Qigao. Ultimately, with Nantianshu Jin holding four of the six board seats, Zhao Qigao was elected as acting chairman by majority vote.

In February this year, Dai Fuhao proposed a board reshuffle to regain control, igniting a new round of battles. With Dai Fuhao’s detention, the balance of power shifted, and the outcome of the March 19 shareholders’ meeting has become uncertain.