The CSRC steps in, and the board of directors “faces litigation” in court! The crisis at Xilinmen escalates again, as the controlling shareholder is sued to recover nearly 500 million yuan | Dayu Finance

100M Yuan Fund Turmoil Has Not Yet Settled, Regulators and the Company Have Already “Acted”

On the evening of April 1, Xilinmen issued multiple announcements: the China Securities Regulatory Commission (CSRC) simultaneously initiated investigations into the company and its actual controller, Chen Ayu; the board of directors approved a lawsuit proposal with a 6:0 vote, seeking to recover nearly 478 million yuan from the controlling shareholder; meanwhile, all shares held by Chen Ayu have been fully frozen.

A fund transfer incident is rapidly spreading—shifting from financial issues to regulatory accountability and control risks.

Dual Investigations Launched, Disclosure Issues Officially Held Accountable

On April 1, the company disclosed two “Notice of Investigation” documents. The CSRC decided to investigate Xilinmen and its actual controller Chen Ayu separately, both for “suspected violations of information disclosure laws and regulations.”

The two notices have adjacent serial numbers, indicating that regulators initiated investigations into the company and related responsible persons simultaneously.

Prior to disclosing major matters on March 27, the company’s stock price had already experienced continuous declines accompanied by increased trading volume, with significant net outflows of main funds. Concerns had been raised about whether information disclosure was timely and whether insider information was leaked prematurely. The specific conclusions of these investigations are pending further regulatory disclosures.

The core purpose of these investigations is to verify whether the company failed to disclose information in a timely manner or leaked sensitive information in advance.

The announcement on the same day also disclosed a board resolution.

On March 31, the sixth session of the 15th board of directors was held, reviewing lawsuits against Huayi Intelligent Manufacturing, Huahan Investment, and Chen Ayu. Since the matters involved the controlling shareholder and actual controller, half of the directors elected independent director Wang Guangchang to preside over the meeting.

Related directors Chen Ayu, Chen Yicheng, and Chen Pingqi recused themselves from voting in accordance with regulations; the remaining six directors all voted in favor, passing the proposal with 6 votes.

This indicates that the company has entered a legal phase regarding related fund transactions with the controlling shareholder and related parties.

6:0 Vote to Sue, Company Countersues the Controlling Shareholder

According to the announcement, the total claim amount is approximately 478 million yuan, filed by Xilinmen and its wholly owned subsidiaries Shunxi Supply Chain and Yingxi Supply Chain as plaintiffs.

The company disclosed that the relevant funds mainly involve two scenarios: one is loan refinancing, where related parties obtained loans through the company and then transferred the funds for use, with about 72 million yuan still unpaid; the other is factoring financing arrangements, where between 2025 and 2026, related parties, as suppliers, financed banks, with funds actually flowing into designated accounts, while the company bears the corresponding payment obligations, involving about 406 million yuan.

In simple terms, some of the financing funds were not used for the company’s own operations but flowed to the controlling shareholder and its related parties, yet repayment responsibilities remain within the listed company’s system.

As of the announcement date, the company’s preliminary statistics show that the non-operational funds occupied by the controlling shareholder and related parties amount to approximately 189.6 million yuan, accounting for over 5% of the most recent audited net assets.

According to relevant stock exchange rules, if the above funds are not repaid or rectified within the specified period, the company’s stock may be subject to other risk warnings (ST).

Additionally, the company warned that if the audit firm issues a non-unqualified opinion on the 2025 financial report or internal controls due to these issues, the stock could face delisting risk warnings.

All Shares of the Actual Controller Are Frozen, Control Uncertain

On the judicial front, the People’s Court of Changxing County, Zhejiang Province, froze relevant shares on March 30.

Specifically, Huayi Intelligent Manufacturing’s 3.16 million shares (3.73% of its holdings) were frozen; Huahan Investment’s 8.4 million shares (22.82% of its holdings) were frozen; and 8,107,025 shares under Chen Ayu’s name were fully frozen, representing 100% of her holdings, with the freeze lasting until March 29, 2029.

In total, about 19.67 million shares were frozen, accounting for 5.34% of the company’s total share capital.

The complete freezing of the actual controller’s shares also means that her ability to control the listed company has been substantially constrained.

The company stated that if the frozen shares are not properly disposed of in the future, there is a risk of forced transfer or judicial disposal, which could impact the stability of the company’s control.

Xilinmen faces risks involving regulatory investigations, fund occupation and repayment, and annual audits. The results of the CSRC investigation are not yet clear, and issues related to fund occupation are still being rectified. The type of opinion issued on the 2025 annual audit report will significantly influence the company’s subsequent risk status.

The company stated that the annual report audit is still ongoing, and it is cooperating with auditors on relevant verifications. The final outcome will be based on the audit report.