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Xinyuan Service control rights "struggle" escalates: The board of directors is accused of "illegal reorganization," and …

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The control struggle at Xinyuan Services has escalated, with the controlling shareholder Xinyuan Real Estate accusing its board of illegal reorganization and the dismissal of several senior executives, and has filed a lawsuit in the Hong Kong High Court. Xinyuan Group responded that it will restore governance order through litigation and convening a special shareholders' meeting, aiming to resolve the dispute as soon as possible

According to reporters Chen Li and Chen Mengyu, edited by Du Yu, the control struggle over Xinyuan Services has escalated.

On June 1, Xinyuan Real Estate's official WeChat account released a statement indicating that there was an "illegal" reorganization of the board of directors of its subsidiary, Xinyuan Property Service Group Co., Ltd. (i.e., Xinyuan Services), and made a solemn declaration regarding this matter and the series of issues it has caused.

The statement claimed that recently, the chairman of the board of Xinyuan Services, Shen Yuanqing, manipulated the board to forcibly pass a so-called "resolution" without any communication with the company or following the legal procedures of Xinyuan Real Estate, claiming to appoint five new "directors" and unjustifiably dismissing three directors: Feng Bo, Tian Wenzhi, and Zhao Xia. Meanwhile, several core senior management personnel of Xinyuan Services were dismissed, severely impacting the stability of the management team. These actions are illegal and have no legal effect, leading to serious chaos in the corporate governance of Xinyuan Services and posing a significant crisis to the company's operational safety.

Xinyuan Real Estate stated that the company has also received reports regarding significant inaccuracies in the salary disclosure of Mr. Shen Yuanqing. In response to the aforementioned suspected illegal issues, Xinyuan Real Estate has filed a lawsuit in the High Court of Hong Kong to legally protect the rights and interests of the company and all shareholders.

On June 2, Xinyuan Group (with Xinyuan Real Estate as the core real estate platform and Xinyuan Services as a subsidiary, both belonging to the Xinyuan Group system) stated in an interview with the Daily Economic News (hereinafter referred to as "the reporter") that as the controlling shareholder, the company is taking measures such as formal litigation and convening a special shareholders' meeting to restore the governance order of Xinyuan Services, stabilize management, and resolve the current control dispute as soon as possible.

The reporter also contacted relevant personnel from Xinyuan Services regarding related issues, but the other party only stated, "No response."

The image is suspected of using AI generation technology; please verify with caution Image source: Daily Economic News Media Library (image unrelated)

Veteran in Real Estate Sector Kicked "Out"

The conflict between the two parties first erupted over two seemingly ordinary personnel change announcements.

On April 27, 2026, Xinyuan Services announced that Wang Yong had resigned as executive director and chief financial officer to devote more time and energy to personal matters, while Li Yifan resigned as an independent non-executive director, and Tang Yucao was appointed as the executive director, with Li Jingmei and Hou Kaiwen appointed as independent non-executive directors.

On April 30, 2026, Xinyuan Services issued another announcement, stating that vice president Feng Bo was removed from the position of executive director, Tian Wenzhi was removed as a non-executive director, Zhao Xia was removed as an independent non-executive director, and board secretary Huang Jinfu was dismissed.

The reporter noted that among the four individuals dismissed, except for independent non-executive director Zhao Xia, Feng Bo, Tian Wenzhi, and Huang Jinfu are all long-time employees of the Xinyuan system. Notably, Feng Bo has been with the Xinyuan system for 20 years, having served in Henan Xinyuan Property Management Service Co., Ltd., Xinyuan Real Estate, and Xinyuan Technology. Since May 2022, Feng Bo has served as vice president of Xinyuan Services and was appointed as an executive director in August of the same year until his dismissal Tian Wenzhi was formerly the president and executive director of Xinyuan Real Estate, and the board secretary Huang Jinfu joined the Xinyuan system in 2012.

A total of 5 new members entered the board, including Tang Yucao, vice president and executive director of Xinyuan Services, and independent non-executive directors Hou Kaiwen, Li Jingmei, Liao Gengyu, and Liang Zhiheng.

From the past resumes of the newly appointed board members, most of their professional backgrounds intersect with Shen Yuanqing, as they have all worked within the enterprises where he has previously served.

However, this dismissal faced its first storm just a week later. On May 7, according to media reports, the dismissed Feng Bo issued a letter titled "A Letter to All Colleagues at Xinyuan Property," in which Feng Bo clearly stated that he does not recognize the legality of the dismissal. Feng Bo indicated that he has reported the related illegal actions to the Hong Kong Stock Exchange in conjunction with two other directors, and the Hong Kong Stock Exchange has officially accepted and initiated an investigation.

As of now, the Hong Kong Stock Exchange has not released any public information regarding this report.

On June 1, 2026, Xinyuan Real Estate also issued a stern statement regarding this personnel change. In the statement, Xinyuan Real Estate bluntly stated that Shen Yuanqing, chairman of the board of Xinyuan Services, manipulated the board to forcibly pass relevant resolutions without any communication with the controlling shareholder and without following legal procedures, illegally appointing five new directors and dismissing Feng Bo, Tian Wenzhi, and Zhao Xia without justifiable reasons. This board reorganization and personnel adjustment are illegal and have no legal effect; the related actions are suspected of seriously violating the Hong Kong Companies Ordinance, the listing rules of the Hong Kong Stock Exchange, and the articles of association of Xinyuan Services. In response to all the suspected illegal and irregular matters mentioned above, Xinyuan Real Estate has formally filed a lawsuit in the High Court of Hong Kong.

Correction of Over Ten Million Salary Under "Unintentional Mistake"

In this statement, Xinyuan Real Estate also indicated that it has received relevant reports pointing out significant inaccuracies in the salary disclosure of Shen Yuanqing.

According to the reporter's review, on April 23, 2026, just as Xinyuan Services released its 2025 annual report, it also published a clarification announcement regarding the salary information of executive directors for 2023 and 2024.

This clarification announcement clearly pointed out that the salary data of the three executive directors totaling 19.886 million yuan in the 2023 and 2024 annual reports had undisclosed situations, among which in 2023, Feng Bo's originally disclosed salary of 324,000 yuan was corrected to 1.701 million yuan; Shen Yuanqing's originally disclosed 1.638 million yuan was corrected to as high as 7.263 million yuan; Wang Yong's originally disclosed 718,000 yuan was corrected to 3.065 million yuan. After the correction, the total salary of the three directors increased by 9.349 million yuan.

In 2024, Feng Bo's originally disclosed 1.376 million yuan was corrected to 2.349 million yuan; Shen Yuanqing's originally disclosed 6.886 million yuan was corrected to soar to 13.886 million yuan; Wang Yong's originally disclosed 3.370 million yuan was corrected to 5.934 million yuan. That year, the total salary of the three increased by 10.537 million yuan.

The salary supplement amount for Shen Yuanqing alone reached 12.625 million yuan over two years, which is not a small amount for a regional property management company with a revenue of only 900 million yuan and a net profit of 99.428 million yuan in 2025 For reference, the 2024 salary of Xu Binhua, Executive Director and President of Country Garden Services, is 11.838 million yuan; the 2024 salary of Yu Kanglin, Executive Director and President of China Resources Vientiane Life, is 3.512 million yuan; and Zhu Baoquan, Executive Director, President, and General Manager of Wanwu Cloud, is 5.209 million yuan.

Xinyuan Services did not provide a specific explanation for this data omission, only stating in the announcement that it was an "unintentional oversight."

Uncertainty Cycle Will Be Prolonged

At this stage, Xinyuan Group retains only Xinyuan Services as its listed platform. In terms of equity structure, Xinyuan Services is ultimately controlled by Xinyuan Real Estate, with founders Zhang Yong and Yang Yuyan as the ultimate controlling shareholders of the company.

In the early stages of the company's development, controlling shareholder Zhang Yong had deep control over the operations and governance of Xinyuan Services, serving long-term as the Chairman of the Board and Chairman of the Nomination Committee. At that time, the company's board of directors and core executive team were mainly composed of Zhang Yong and existing personnel from Xinyuan Real Estate, firmly holding the operational discourse power of the enterprise.

The year 2022 became a key turning point in the governance structure of Xinyuan Services. Due to multiple related party transactions with Xinyuan Real Estate, regulatory compliance issues were triggered, leading to Xinyuan Services being suspended for 17 months, officially resuming trading on September 2, 2022. However, just over two months later, the company faced another suspension due to the major shareholder's violation of pledging the company's time deposits to the bank, and it remained suspended until June 2024.

As a result, four directors, including Zhang Yong and his wife, were publicly reprimanded by the Hong Kong Stock Exchange on November 28, 2022. The four ultimately resolved the disciplinary proceedings through a settlement and promised not to hold any director, executive, or management positions in Xinyuan Services.

During this period, Shen Yuanqing began his promotion path in Xinyuan Services: on April 13, 2022, Shen Yuanqing was appointed as an independent non-executive director of Xinyuan Services; on August 29, he was promoted to Vice Chairman of the Board and Authorized Representative; and on September 19, he was transferred to Executive Director, Chairman of the Board, and CEO, taking full control of Xinyuan Services.

In the second half of 2024, as the major shareholder Xinyuan Real Estate significantly reduced its holdings in the secondary market, Shen Yuanqing continued to increase his stake, spending over 26 million Hong Kong dollars, ultimately becoming the second-largest shareholder of the company with a 10.37% shareholding.

Currently, Shen Yuanqing holds multiple identities as Chairman of the Board, CEO, Chairman of the Nomination Committee, and second-largest shareholder of Xinyuan Services, with most of the executive team being his former subordinates. Members of core supervisory committees such as audit and remuneration are all nominated and appointed by him, forming a complete personal control loop from equity, management rights to supervisory rights.

"This dispute occurred in a critical window shortly after resuming trading, and the negative impact is profound," said Bai Wenxi, Vice Chairman of the China Enterprise Capital Alliance, in an interview with reporters from Daily Economic News. The Hong Kong Stock Exchange is highly concerned about the company's governance compliance, and if it is determined that there is a violation of restructuring, it may trigger additional resumption conditions or regulatory reviews, even threatening the listing qualification; at the same time, the company's internal control and ESG ratings will be significantly downgraded, affecting institutional investor allocations. "More severely, the controlling shareholder Xinyuan Real Estate has initiated special shareholder meeting procedures to propose the dismissal of Shen Yuanqing, and the litigation between the two parties will prolong the uncertainty cycle." Xinyuan Group stated that as the controlling shareholder, the company is restoring the governance order of Xinyuan Services and stabilizing its management through formal litigation and convening a special shareholders' meeting, and is working to resolve the current control dispute as soon as possible.

However, it is worth noting that after Shen Yuanqing's involvement, the operational fundamentals of Xinyuan Services have seen some recovery. The 2025 financial report shows that Xinyuan Services achieved an annual revenue of 905 million yuan, a year-on-year increase of 4.1%; the net profit attributable to the parent company was 99.43 million yuan, a year-on-year increase of 12.2%; and the overall gross profit margin increased to 31.2%. Property service revenue was 637 million yuan, a year-on-year increase of 11.6%; the proportion of related income continued to decline, with a contracted area reaching 71.77 million square meters, a year-on-year increase of 11.2%.

According to Wind data, as of the end of 2025, Xinyuan Services had cash and cash equivalents of 238 million yuan, a decrease of 9.7% from 264 million yuan at the end of 2024; the net cash flow from operating activities was 31.781 million yuan, a decrease of 3.78 million yuan compared to 35.561 million yuan in 2024; accounts receivable rose from 305 million yuan in mid-2024 to 367 million yuan at the end of 2025, an increase of about 20%.

The annual report stated that Xinyuan Services "has no bank loans, with a capital debt ratio of 0, maintaining ample liquidity reserves." However, Feng Bo stated in an open letter that Shen Yuanqing "deliberately concealed the tight cash flow situation," indicating a significant divergence in their statements.

In response, Xinyuan Group stated that from the perspective of strategic planning and the achievement of annual budget goals, the market value of the property company has continuously declined since Shen Yuanqing's appointment, far from achieving the strategic planning goals promised by him as a senior executive of the property enterprise. The group initially valued his technological background, hoping to leverage his industry experience to enhance the empowerment and digitalization of technology in property management. However, during his tenure, technological investments have been ineffective and have continuously consumed resources from the property main business, failing to bring substantial value and performance improvements in technology, which has severely betrayed the trust of the group and the expectations of shareholders.

A reporter from Daily Economic News attempted to add the WeChat of the relevant person in charge of Xinyuan Services and sent an interview request to establish further contact, but there has been no new progress as of the time of publication; the investor relations contact information on their official website shows as a non-working number. Meanwhile, the reporter also attempted to contact Shen Yuanqing through industry insiders and other channels, but was unsuccessful.

Daily Economic News

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