On October 8, STAR Market IVD company Jiangsu Bioperfectus Technologies Co.,Ltd. (688399) disclosed a board resolution showing that a proposal by controlling shareholder Runkang Biology to convene an extraordinary general meeting for a board reshuffle failed to pass, with 4 votes in favor and 5 against.

Following the termination of the three-party concerted action relationship among the actual controllers in July, the listed company's control dispute has become more public, with multiple issues intertwined, including disputes over the validity of seals, litigation to dissolve a partnership, and changes in the voting rights landscape, gradually exposing multiple risks at the governance and operational levels.

Partnership structure sows hidden dangers, control game risks stand out

The root of this reshuffle storm lies in the company's special "separation of money and power" partnership shareholding structure.

Runkang Biology, as the controlling shareholder, holds 27.53% of the listed company's shares. Fang Yongsheng holds only 7.99% of Runkang Biology's partnership shares, yet as the executive partner he controls all corresponding voting rights. Liang Xilin, who holds 71.88% of the partnership shares, is constrained by partnership enterprise regulations and cannot directly exercise management authority externally, meaning the largest capital contributor lacks a say, naturally sowing hidden conflict.

At the end of July, the concerted action agreement among Wang Guoqiang, Fang Yongsheng, and Liang Xilin was terminated early, breaking the original power balance that had combined more than 40% of voting rights, and the actual controller changed to Fang Yongsheng alone. Subsequently, the executive partners of the two major shareholding platforms, Taizhou Shuokang and Taizhou Shuoyuan, were changed, further shrinking the voting rights Fang Yongsheng can control.

Liang Xilin has already filed a lawsuit to dissolve Runkang Biology, and also reported the issue of misappropriation of funds and obtained a case acceptance receipt. Once the court orders the dissolution of the partnership, both the listed company's controlling shareholder and actual controller will face changes.

The 5 opposing votes at this board meeting directly pointed to core risks: the seal filing information of the documents submitted by Runkang Biology is questionable, and whether the proposal can represent the true intention of the controlling shareholder is doubtful; a hasty reshuffle before the dissolution litigation and capital disputes are settled will harm the interests of minority investors. The opposing directors are not rejecting the reshuffle itself, but require that the procedures be advanced only after major disputes are verified.

From the nomination list, it can be seen that if the reshuffle takes place, current Chairman Wang Guoqiang and Director Liang Kecheng are not on the candidate list, and management may face a major shake-up. According to the company's articles of association, shareholders still have paths to continue submitting proposals and convene general meetings themselves, and the battle for board seats is far from over. The company is facing the risk of a governance deadlock, with opposing shareholder camps, obvious division within the board, and sustained internal friction consuming the listed company's management resources.

Main business still in repair cycle, internal strife drags down operational recovery

Beyond governance risks, Jiangsu Bioperfectus Technologies Co.,Ltd.'s fundamentals remain in a deep adjustment phase in the post-pandemic era.

During the pandemic, the company's performance surged, with revenue exceeding 5.5 billion yuan in 2022; after the dividend tide receded, performance fell off a cliff, under pressure continuously from 2023 to 2025, with a net loss attributable to parent of 41.0785 million yuan in 2025.

In the first half of 2026, the book net profit attributable to parent turned positive, but the profit improvement mainly relied on cost reduction, collections, and reversal of impairments, while the non-GAAP figure still showed a loss of 19.1678 million yuan, meaning the main business has not truly recovered. At the same time, R&D investment fell by 20% year-on-year, indicating a contraction in R&D efforts.

From the financial statements, the company's foundation remains relatively solid. As of the end of June 2026, monetary funds and trading financial assets totaled nearly 1.7 billion yuan, and the debt-to-asset ratio was only 20.9%, providing a sufficient safety cushion.

However, in an environment of intensifying industry competition, business expansion, R&D iteration, and team stability all depend on a stable internal governance environment. Protracted control disputes will distract management and interfere with the implementation of business strategy.

For investors, on the one hand, they need to continuously track the judicial progress of the Runkang Biology dissolution lawsuit and the fund report, and be alert to the chain reactions brought by changes in the actual controller; on the other hand, they need to distinguish between book profit and the true degree of recovery in the main business, and pay attention to subsequent changes in the company's non-GAAP performance and R&D investment.

The control game will continue to play out, and whether this IVD company with ample cash can break out of shareholder infighting and achieve a business breakthrough remains to be seen.

This article was generated with the aid of AI tools.