Xilimen suspected of information disclosure violations, CSRC has filed a case, and the ST warning has been issued

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After Lixiangmen announced last week that 100M yuan of funds of a subsidiary was illegally transferred, regulators swiftly stepped in, and the matter has seen new developments.

On April 1, Lixiangmen issued a notice regarding filing a lawsuit against its controlling shareholder and persons acting in concert, as well as a risk-warning prompt that the company’s stock may be subject to risk warning. In addition, due to suspected violations in information disclosure, the company and its actual controller, Chen Aiyu, each recently received from the CSRC a letter of filing notice 《Filing Notice of Case for Record》。

The company files a lawsuit against its controlling shareholder and persons acting in concert

Previously, on March 27, Lixiangmen released an announcement regarding the illegal transfer of funds from the accounts of the company’s controlling subsidiary and the protective freeze of some bank accounts.

The announcement shows that the company has recently discovered that funds in the bank accounts of its controlling subsidiary, Xitu Technology Co., Ltd., were illegally transferred, with the total transferred amount reaching 100M yuan. After verification, the company found that relevant personnel were suspected of illegally misappropriating company funds by taking advantage of their positions. To further prevent risks to the safety of funds and to protect the listed company’s funds, on March 26 the company applied to the public security authorities for case-filing for investigation and imposed protective freezes on the relevant bank accounts that may be involved.

As of the date of disclosure, the illegal transferred funds in the company’s controlling subsidiary bank accounts totaled 1 billion yuan, and the amount of protective judicial freezes was 900 million yuan; the two together total 100M yuan, accounting for 26.54% of the company’s latest audited net assets, and 42.69% of the company’s latest audited monetary funds.

On March 27, the Shanghai Stock Exchange issued a regulatory work letter regarding matters related to the transfer and freezing of bank account funds of Lixiangmen Healthy Sleep Technology Co., Ltd.

On April 1, Lixiangmen issued a notice regarding filing a lawsuit against its controlling shareholder and persons acting in concert, as well as a risk-warning prompt that the company’s stock may be subject to risk warning.

On March 31, Lixiangmen received a 《Notice of Acceptance of Case》 issued by the People’s Court of Yuecheng District, Shaoxing City. The company and its wholly owned subsidiaries, Zhejiang Shunxi Supply Chain Co., Ltd. and Zhejiang Yingxi Supply Chain Management Co., Ltd., jointly sued the company’s controlling shareholder, Zhejiang Huayi Intelligent Manufacturing Co., Ltd., and its persons acting in concert, Shaoxing Yuecheng District Hahan Equity Investment Partnership (Limited Partnership), and Chen Aiyu, for breach-of-responsibility disputes arising from damage to the interests of the company, requesting them to bear compensation obligations. The relevant case has been filed. As of the date of disclosure, the case has not yet been heard.

The facts and reasons for the lawsuit are as follows: In 2026, the plaintiffs borrowed loans from banks for business needs. Using the controlling shareholder and its related parties’ loan-to-reloan business model through the company, to date they have occupied 72 million yuan owed to the plaintiffs without repayment. Of this amount, the company itself involves 15 million yuan, and Yingxi involves 57 million yuan.

In addition, from 2025 to 2026, the plaintiffs carried out factoring financing business. Regarding the payments already made by the plaintiffs to suppliers, the defendants, through the factoring financing business model, applied to banks for financing in the name of the suppliers. The funds ultimately flowed to the three defendants and their designated accounts. Based on preliminary understanding, the three defendants in total obtained 406 million yuan. For such amounts for which these suppliers applied for financing with the bank and the defendants actually obtained, the plaintiffs bear the payment obligation, which constitutes losses that the plaintiffs will inevitably incur.

In fact, due to the maturity of some accounts payable, the company has already actually borne the payment obligation to the bank of 63.5512 million yuan. Pursuant to the agreement that the Shunxi company bears joint responsibility, it has already actually borne the payment obligation to the bank of 54.0136 million yuan (of which, payments from the USD account are calculated at the exchange rate on March 26, 2026 on the payment date).

Article 21 of the Company Law provides: Company shareholders shall comply with laws, administrative regulations, and the articles of association of the company; they shall exercise their shareholder rights in accordance with law and shall not abuse shareholder rights to harm the interests of the company or other shareholders. If shareholders abuse their shareholder rights and cause losses to the company or other shareholders, they shall bear the liability for compensation.

The plaintiffs believe that the defendants’ aforementioned conduct of obtaining funds has severely harmed the plaintiffs’ interests. Given that the defendants are highly intertwined (the three defendants are the controlling shareholder and persons acting in concert of the listed company), the defendants should jointly bear compensation liability to the plaintiffs.

There is a risk of additional risk warnings being implemented

The announcement shows that, as of the date of disclosure, the balance of non-operational funds unlawfully occupied by the company’s controlling shareholder and related parties has cumulatively reached 190 million yuan (this amount is based on the company’s preliminary estimate; the final amount shall be subject to the amount ultimately determined by further investigation and by the regulatory authorities). It has exceeded 5% of the absolute value of the company’s latest audited net assets. If the controlling shareholder and its related parties are unable to complete settlement or rectification within one month, there is a risk that the company’s stock will be subject to other risk warnings.

If the company’s audit institution, due to this matter, issues an audit opinion other than a non-qualified opinion on the effectiveness of internal control in the company’s financial report as of December 31, 2025, and on the company’s 2025 annual audit report, then the company’s stock may be subject to other risk warnings or delisting risk warnings after the 2025 annual report is disclosed (the specific circumstances of risk warning need to be ultimately determined based on the company’s 2025 annual audit report and internal control audit report).

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