A Bed of Thorns: The Governance Collapse of China’s Mattress King

Once China's leading mattress manufacturer, *ST Xilinmen is facing potential delisting after disclosing 871 million RMB in unauthorized litigation and a total collapse of internal governance. The crisis follows years of failed diversification into film and real estate by its founder, Chen Ayu, who allegedly misappropriated company funds to cover personal debt.

Stunning architectural building with symmetrical design and a reflecting pool, set against a clear blue sky.

Key Takeaways

  • 1Xilinmen faces 871 million RMB in lawsuits resulting from unauthorized borrowing by its actual controller.
  • 2Auditors have issued a 'negative opinion' on the company's internal controls, triggering an *ST risk warning on the Shanghai Stock Exchange.
  • 3The financial spiral began with a failed 2015 acquisition of a film company and subsequent ill-fated investments in heavy-asset real estate.
  • 4Actual controller Chen Ayu has had 100% of his shareholdings frozen, leaving the company with zero maneuvering room for new financing.
  • 5Market capitalization has plunged 80% from its historic highs as the company reports a net loss for Q1 2026.

Editor's
Desk

Strategic Analysis

The fall of Xilinmen serves as a definitive case study on 'key person risk' in the Chinese equity market. It illustrates the 'founder's trap,' where a successful entrepreneur transitions from a disciplined manufacturer to a speculative financier, dragging a healthy core business into the abyss of high-leverage diversification. The failure of the board to prevent the use of the company seal for unauthorized loans suggests that despite years of regulatory reform, many 'A-share' companies still lack the institutional independence to restrain a dominant patriarch. For international investors, Xilinmen is a reminder that in the Chinese market, a clean balance sheet in a traditional industry can be rapidly undermined by the opaque 'off-balance-sheet' debt of its controlling shareholders.

China Daily Brief Editorial
Strategic Insight
China Daily Brief

For decades, Xilinmen was the gold standard of Chinese bedding, a furniture empire built on the back of the country's surging middle class. However, the 'first stock of mattresses' is now teetering on the brink of collapse as it struggles under the weight of 871 million RMB ($120 million) in unauthorized litigation. The crisis reveals a profound breakdown in internal controls, where the company’s actual controller, Chen Ayu, allegedly bypassed the board and shareholders to use the listed entity as a private piggy bank for high-interest debt.

The scale of the dysfunction is staggering. Of the total litigation amount, over 300 million RMB stems from loans taken out in the company’s name without the knowledge of the board or legal departments. Recent audits have characterized Xilinmen’s internal management as being in a state of 'total loss of control.' This administrative vacuum allowed the controlling shareholder to execute complex financial maneuvers, including reverse factoring and circular lending, to cover personal losses in outside ventures.

Xilinmen’s current predicament is a direct consequence of the aggressive and ultimately disastrous diversification strategy launched in 2015. Under Chen Ayu’s direction, the mattress manufacturer spent 720 million RMB to acquire a film production company at an 1,185% premium. When the entertainment industry cooled and performance targets were missed, the resulting goodwill impairments wiped out years of mattress profits. This failure forced Chen into a desperate cycle of high-stakes gambling in real estate and hospitality, further draining the company's liquidity.

As of 2026, the company’s stock has been tagged with the 'Special Treatment' (*ST) warning, signaling a high risk of delisting. With over 68% of the controller’s shares pledged and 100% of his direct holdings frozen by courts, the path to a bailout is narrow. Once a darling of the Shanghai Stock Exchange with a valuation that commanded respect, Xilinmen’s market cap has now evaporated by 80%, leaving retail investors to pay the price for a founder who forgot that a public company is not a personal fiefdom.

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