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

Questioning AI · Nantian Digital Gold Holdings Not Yet Owning Shares but Gaining Control, What Is the Deeper Strategy Behind?

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Blue Whale News, March 18 — Reporter Xu Xiaochun 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 a reshuffle amid intense competition. On one side, the actual controller Dai Fuhao and the company’s secretary have been criminally detained; on the other, Nantian Digital Gold camp has repeatedly proposed to gather voting rights, aiming to continue controlling the company’s board and management.

In 2023, Nantian Digital Gold attempted to “take over” Tonghui Information through a private placement, with Nantian Information, a listed company under the Yunnan State-owned Assets Supervision and Administration Commission, holding 49% of Nantian Digital Gold. However, following investigations and penalties against Tonghui Information and related officials, the private placement plan has been suspended to date. Nonetheless, as early as 2023, Nantian Digital Gold had dispatched directors and senior executives into Tonghui Information, effectively gaining control of the listed company.

By June 2025, Nantian Digital Gold and Dai Fuhao, the actual controller of Tonghui Information, had disagreements over company control. In February of this year, Dai Fuhao promoted a board reshuffle, 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 the board election, which is a key battleground for both sides. On the evening of March 13, the founding shareholder Ma Yanli, affiliated with Nantian Digital Gold, publicly solicited voting rights shares, and on the evening of March 17, issued another proposal. At a critical moment, according to a company announcement on the evening of March 16, Dai Fuhao and the company’s 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.

Listed company and actual controller have been fined multiple times for information disclosure violations

Tonghui Information was established in 2008. Its 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 disclosure, 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 and failure to disclose important information. The case is under investigation, with no further details disclosed. According to Tonghui Information’s Q3 2025 report, Dai Fuhao directly holds 18.14% of the company’s 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 disclosure rules, also involving Dai Fuhao.

In March 2024, the Beijing Regulatory Bureau of the China Securities Regulatory Commission (CSRC) initiated an investigation into Tonghui Information. The investigation found that before the company’s listing, during 2018-2021, Tonghui Information and its subsidiaries—Ke Ying Shi Xun and Beijing Weirwen Education Technology Co., Ltd. (later renamed Tonghui (Beijing) Digital Cloud Technology Co., Ltd.)—faked business contracts and manipulated revenue recognition, artificially inflating income and profits. During this period, the company inflated revenue by approximately 62.283 million yuan and profits by 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, issued warnings to Dai Fuhao, and imposed a 11.5 million yuan fine, publicly censuring and banning him from securities market activities for 10 years, including serving as a director or senior executive of listed companies. The CSRC also fined the company’s then-secretary, CFO, 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 SME Share Transfer System issued a warning letter to Tonghui Information and related responsible entities.

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

The criminal detention of Dai Fuhao and Wang Wei involves violations of disclosure obligations and failure to disclose important information. Wang Zhibin, a lawyer at Minglun Law Firm in Shanghai, told Blue Whale News that such cases mainly target entities with legal disclosure obligations, where they provide false financial reports or omit critical information, seriously harming shareholders or others.

He explained that whether criminal responsibility is pursued depends on whether the misconduct caused serious consequences. Under the standard, cases involving inflated or deflated assets or profits exceeding 30% of the disclosed total, or involving undisclosed major matters with amounts over 10 million yuan, or multiple false or concealed disclosures, can meet the criteria for criminal prosecution.

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

Control Rights Dispute Sparks, Nantian Digital Gold Publicly Seeks Voting Rights

Meanwhile, Tonghui Information is embroiled in a control rights struggle. 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 of Nantian. Both sides nominated 14 candidates, with seven each. It depends on which side you support.”

According to the staff, Ma Yanli is one of the company’s founding shareholders, holding 1.89% of shares, making her the fifth-largest shareholder. On March 13, Ma Yanli publicly announced her support for certain candidates for non-independent and independent directors. These candidates all have ties to Nantian Digital Gold (Beijing) Information Industry Development Co., Ltd. (hereafter “Nantian Digital Gold”).

On the evening of March 17, Ma Yanli, along with Li Gang and Zhao Gengfei, issued a joint appeal to minority shareholders. Li Gang was the previous secretary of Tonghui Information, 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, ranking fourth.

From multiple joint proposals and joint appeals, these three individual shareholders have formed a camp aligned with external capital Nantian Digital Gold.

According to Tianyancha, Nantian Information (000948.SZ), listed on the Shenzhen Stock Exchange, owns 49% of Nantian Digital Gold, which is listed as an important associate in its financial reports. The controlling shareholder behind Nantian Information is Yunnan Provincial Industrial Investment Holding Group Co., Ltd., controlled by the Yunnan State-owned Assets Supervision and Administration Commission. Its shareholders include the Yunnan Finance Department, Yunnan Yuntianhua (600096.SH), and Yunnan Copper (000878.SZ).

Ma Yanli and others mentioned in their appeal that since Tonghui Information was investigated, Dai Fuhao has not provided substantive help in financing or business development. The planned strategic investor Nantian Digital Gold 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, Nantian Digital Gold could not acquire shares as planned. Additionally, internal decision-making constraints prevented Nantian Digital Gold from increasing its stake via secondary market purchases.

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

Nantian Digital Gold Gains Control Early, Dai Fuhao Detained at Critical Moment

The control rights dispute traces 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 proposed to issue shares to Nantian Digital Gold’s wholly owned subsidiary Lisheng Keli. After the transaction, Lisheng Keli would become the new controlling shareholder, leaving the company without a clear controller.

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

Subsequently, Nantian Digital Gold quickly appointed Vice General Manager Wang Yifang as Tonghui Information’s General Manager. In 2024, Tonghui Information signed a purchase and sale contract worth about 103 million yuan with Nantian Software, a subsidiary of Nantian Digital Gold, initiating business interactions. In April 2024, Zhao Gengfei and others resigned from director and senior management roles, replaced by personnel from Nantian Digital Gold, who took key positions such as chairman and CFO, and joined the board.

Notably, the private placement price in 2023 was only 2.14 yuan per share. In 2024, as Shandong promoted an outward-oriented economy and built an international trade service platform, Tonghui Information invested in establishing a comprehensive foreign trade service platform. The stock price rose sharply, reaching 11.18 yuan per share by late October 2024. As of the close on March 18, the stock remained at 7.18 yuan per share, well above Nantian Digital Gold’s planned entry price.

The private placement plan between Tonghui Information and Nantian Digital Gold has not yet been implemented. In June 2025, cracks appeared in the relationship between Dai Fuhao and Nantian Digital Gold, with control rights disputes erupting over director and executive appointments. Dai Fuhao publicly solicited voting rights, proposing to dismiss directors dispatched by Nantian Digital Gold, including Wang Yifang, and to nominate other senior managers.

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 proposed Vice General Manager Li Xinghua, while Nantian Digital Gold nominated Chairman Zhao Qigao. Ultimately, with Nantian Digital Gold 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. The new round of contest began. When the shareholders’ meeting was scheduled for March 19, the outcome was uncertain due to the detention of Dai Fuhao, tilting the balance of power and adding new variables to the vote.