Reliable Shares' Nearly 20,000-Word Announcement Sparks Debate: Removing Independent Directors, Chairman and Ex-Wife's Intense Power Struggle

Amid ongoing internal conflicts between the chairman and his ex-wife, the conflicts within the board of Reliable Shares (301009.SZ) continue to escalate.

On the evening of February 23, Reliable Shares announced that on February 12, 2026, the company held the 17th (extraordinary) meeting of the fifth board of directors, during which it approved the proposal to remove Mr. Jing Naiquan from his position as an independent director. The company agreed to remove Mr. Jing from his role and to submit this matter to the shareholders’ meeting for approval.

The proposal was approved with 5 votes in favor and 2 against. Besides Mr. Jing Naiquan himself, another director, Bao Jia, cast a dissenting vote.

The company’s explanation was blunt, directly stating that Mr. Jing Naiquan “lost his independence,” failed to fulfill his duties diligently, and lacked the professional integrity expected of an independent director.

Financial News notes that Mr. Jing Naiquan was officially elected as an independent director of the fifth board of Reliable Shares in April 2024, with less than two years of tenure so far. However, during the review of the third quarter report in 2025, Mr. Jing cast an abstention on the proposal.

In the latest announcement, aside from the relevant agenda, nearly 20,000 words of objections and rebuttals from two directors and company management were included. The management directly accused Mr. Jing of “favoring” director Bao Jia, refusing to attend related meetings, and making inappropriate remarks and personal attacks against two company secretaries, claiming he does not meet the professional standards of an independent director.

In response, Mr. Jing countered that the company’s reasons for removing him are “absurd, superficial, and illegal,” asserting that the removal was initiated due to disagreements with major shareholders over work matters. He also stated that this move is a serious provocation against the domestic independent director system.

Escalation of Conflict and Removal of Independent Director

Data shows that Mr. Jing Naiquan was born in 1962 and has served as an associate professor of finance at Zhejiang University, a master’s supervisor, deputy director of the Zhejiang University Financial Investment Research Center, director of the Zhejiang University Jiang Wanling Gold Investment Research Institute, chairman and general manager of Zhejiang University Qiu Shi Economic and Technical Consulting Co., Ltd., and senior advisor at Guangdong Development Bank Hangzhou Branch.

Currently, Mr. Jing serves as a special economic analyst for Xinhua News Agency, a researcher at Zhejiang Provincial Public Policy Research Institute, and holds positions as an independent director at Shengyi Technology (600183.SH) and an independent director at the Jiajiang Rural Commercial Bank in Zhejiang Province.

Notably, Mr. Jing was nominated by the nomination committee of the fourth board of directors in January 2024 and was officially elected in April of the same year.

According to the announcement, the company plans to hold the 2026 second extraordinary shareholders’ meeting on March 12, 2026, to consider the removal of the independent director.

However, removing Mr. Jing will reduce the number of board members below the minimum required by the Articles of Association, and the proportion of independent directors in the company’s remuneration and assessment committee is less than half. Therefore, this matter will only take effect from the date when new independent directors are elected by the shareholders’ meeting.

Until new independent directors are elected, Mr. Jing will continue to perform his duties as an independent director and in related board committees in accordance with relevant regulations.

“Choosing sides” and risking backlash?

The announcement shows that director Bao Jia still voted against the proposal to remove Mr. Jing.

Financial News notes that Bao Jia is the ex-wife of the company’s actual controller, Jin Liwei, and a former general manager of the company. In early 2024, they divorced by agreement and divided their shares, with Bao Jia stepping down from management but retaining her director seat.

According to Reliable Shares’ third-quarter report in 2025, Jin Liwei holds 30.13% of the shares, and Bao Jia holds 29.13%, making them the first and second largest shareholders.

Since 2024, Bao Jia has repeatedly voted against or abstained from multiple regular reports.

After 2025, besides the board level, Bao Jia has also proposed multiple times, as a shareholder, to convene an extraordinary shareholders’ meeting, which was opposed by the board and supervisory board members. She even gave media interviews criticizing the management team led by her ex-husband Jin Liwei for blocking her attempts to hold meetings and for making operational mistakes.

Furthermore, internal factions within the board seem to be gradually dividing due to their discord.

The announcement indicates that the conflict between Mr. Jing and management intensified around a compensation review at the end of 2025.

According to the company’s account: On December 23, 2025, the compensation committee reviewed Bao Jia’s remuneration. Mr. Jing, knowing that the company’s “Remuneration Management System” states non-independent directors do not receive allowances, and knowing that Bao Jia had not provided labor or services to the company in 2025, demanded that her controversial, high-level remuneration be classified as “non-responsibility allowance.” When other committee members questioned the compliance, Mr. Jing made extreme remarks such as “others can’t control this,” attempting to obstruct normal compliance audits and performance evaluations.

The company considers that Mr. Jing demonstrated a “specific bias”, seriously deviating from the stance expected of an independent director.

Additionally, the company believes that during Bao Jia’s long-term failure to fulfill her duties and her frequent interference in company operations under the pretext of “loss of information rights,” Mr. Jing showed clear bias in his duties and never questioned her obvious violations. The company views that the two have formed a “substantive alliance of positions”.

A 20,000-word “debate” in the announcement

In response, the two dissenting directors focused their rebuttals on the company chairman Jin Liwei’s “centralization of power.”**

Bao Jia pointed out that Mr. Jing has always maintained independent judgment, often voting differently from her, and exercises his duties as an independent director independently. “This removal is a retaliation by the major shareholder and chairman Jin Liwei against his courage to speak out and uphold principles.”

She cited the ninth meeting of the fifth board, which reviewed the “Related Party Transaction Proposal with Hangang Company for 2025,” where Mr. Jing, after repeatedly confirming regulations with the secretary Wang Xingtian and receiving highly inaccurate figures, abstained from voting based on prudence. That related-party transaction was ultimately deemed illegal, and in August 2025, the company received a warning letter from Zhejiang Securities Regulatory Bureau. Chairman Jin Liwei and CFO Li Chaonan were both summoned by regulators.

Bao Jia stated that Jin Liwei’s other nominated directors are “rubber-stamp” performers, and he deliberately targets Mr. Jing for dissent.

Mr. Jing responded multiple times emphasizing his role as an independent director “in accordance with laws and regulations.” He said he has “made efforts to communicate and coordinate during the Reliable Shares shareholder disputes. All board votes during his tenure were based on the legality and compliance of the matters, prioritizing the company’s interests, and he has held different opinions from both major shareholders.” He also pointed out that he proposed solutions regarding Bao Jia’s compensation, which were unjustly rejected by the major shareholder.

Mr. Jing stated that, knowing the outcome of the board vote was inevitable for the removal proposal, he still chose to report all relevant information to the shareholders of Reliable Shares to serve as a warning and reminder for the company’s long-term governance.

However, these remarks were strongly rebutted by the company, which argued that Mr. Jing, in a condescending regulatory stance, labeled the company as an “irregular private enterprise,” using this as a warning. The company considers this a “presumption of guilt,” deliberately stigmatizing the company as an “irregular private enterprise” to smear normal governance and self-purification efforts as a power struggle.