Near the moment of the general meeting of shareholders, Wantong Technology issued a notice saying that the temporary shareholders meeting was cancelled by the board of supervisors of Wantong technology.
On the evening of November 17, Wantong technology announced that the company held the eighth meeting of the Fifth Board of supervisors on November 13, 2020, deliberated and passed the proposal on canceling the second extraordinary general meeting of shareholders in 2020, which also meant that the relevant proposals submitted by Yi Zenghui, southern Silver Valley Technology Co., Ltd. (hereinafter referred to as Nanfang Silver Valley) and Anhua enterprise management were shelved.
After obtaining the pass of the board of supervisors, on November 9, Yi Zenghui, Nanfang Silver Valley and Anhua Enterprise Management Co., Ltd. jointly submitted an interim proposal, requiring the proposal to elect Zhou Fazhan, Zhou Chengdong, Wang Xizhong and Liu Yi as non independent directors of the company at the extraordinary general meeting held on November 20.
The attitude of Silver Valley in the South can be seen from the recall and election personnel. Zhou Kaifa is the actual controller of Nanfang Silver Valley, the major shareholder of Wantong technology. He once served as the chairman and actual controller of Wantong technology. In March this year, when deliberating the motion to remove chairman Zhou Kaifa, Liao Kai and Zhen Feng, who were regarded as Zhous allies, stood on the opposite side.
In the treacherous capital market, things will not develop as planned. Obviously, the cancellation of the extraordinary general meeting was unexpected, but also reasonable.
In view of the fact that the capital increase dispute between the company and Yi Zenghui is still in the process of trial by the court, and the companys shares held by Yi Zenghui have been ruled by the court to be judicial frozen, there is uncertainty in Yi Zenghuis shareholder identity. If the company is ruled by the court to cooperate with the cancellation of the shareholders identity, the shareholders Rights Foundation will not exist. At the same time, the proposal deliberated by the extraordinary general meeting of shareholders involves the removal and replacement of more than 1 / 2 of the existing board of directors of the company, which directly affects the stability of corporate governance. Wantong Technology Board of supervisors said.
Six questions on the letter sent by Shenzhen Stock Exchange
As soon as the listing of the company was cancelled by the Shenzhen Stock Exchange.
Wang Zhibin, a lawyer from Shanghai Minglun law firm, said in an interview with Beijing Commercial Daily that it was controversial for the board of supervisors to cancel the interim shareholders meeting.
Wang Zhibin specifically mentioned that under normal circumstances, an interim general meeting of shareholders is first proposed to the board of directors. If the board of directors does not hold a meeting, it can be submitted to the board of supervisors. According to the company law, shareholders who hold more than 10% of their shares have the right to call an extraordinary general meeting of shareholders, which is the right of shareholders. No matter the company law or the securities law, there is no relevant law in which the board of supervisors can deny this right of shareholders. The main function of the board of supervisors is to supervise the internal governance of the company, without any authority to deny the legal rights of shareholders.
If the shareholders meeting is requested to be held within 5 days of the Shenzhen Stock Exchange, the notice of the shareholders meeting shall be issued within 5 days of the shareholders meeting. Did you have any follow-up communication with the shareholders meeting before the meeting of the board of supervisors of Zenggu and other shareholders? Im not sure. This is a resolution made by the board of supervisors, Pan said. In this regard, Beijing Business Daily reporter tried to contact Yi Zenghui, but the other partys phone was not answered.
The board of supervisors of Wandong science and technology also needs to explain whether the reason for cancellation is reasonable and legal, whether it is a legitimate reason for canceling the general meeting of shareholders, and whether there is a situation restricting the legitimate rights of shareholders.
Alliance or the fuse
A long-term observer of Wantong technology believes that Yi Zenghuis alliance with southern Silver Valley and its people acting in concert has become the fuse of the event.
On September 16, Wantong Technology Co., Ltd. received the agreement on persons acting in concert jointly issued by Nanfang Yingu, Anhua business management and Yi Zenghui, the shareholder with more than 5% shareholding, and the simplified equity change report of Anhui Wantong Technology Co., Ltd. South Silver Valley and Yi Zenghui signed the agreement on persons in concert on September 14, 2020, forming a relationship of concerted action. After the equity change at that time, Nanfang Silver Valley and its concerted actors Anhua business management and Yi Zenghui held about 90.4915 million shares of Wantong technology, accounting for 21.96% of the total share capital of the listed company.
After the alliance, the southern Silver Valley camp, which lost its control, began to fight back, trying to regain its voice in the board of directors.
Obviously, the plan is not going to work. With the approaching of the general meeting of shareholders, Wantong technology filed two lawsuits against Yi Zenghui. On the evening of October 18, Wantong technology announced that the company sued Yi Zenghui company for capital increase dispute. After examination, Hefei intermediate peoples court held that the lawsuit met the legal acceptance conditions and decided to file the case for trial.
At that time, Wantong technology held that Yi Zenghui and Nanfang Yingu signed the agreement on persons in concert on September 14, and refused to transfer the management right of Chengdu Saiying Technology Co., Ltd. (hereinafter referred to as saiying technology), which directly violated its previous commitment: not directly or indirectly increase the companys shares in any way, nor illegally occupy the assets and resources of the listed company.
Wantong science and Technology issued a notice late October 27 that the company received the notice of acceptance of civil and commercial cases issued by Chengdu Chenghua District Peoples Court on the same day, indicating that the company sued saing technology and yizenghui, and requested to change the case of SAIC registration dispute, which had been filed by the court of law.
It is pointed out that the litigation cases appeared one after another on the eve of the extraordinary general meeting of shareholders, which can be used as mutual pressure between the two sides of Wantong science and technology on the eve of the decisive battle. To some extent, there is an intention to influence the voting results.
With the cancellation of the temporary general meeting of shareholders, Wantong technology seems to have returned to the situation of Three Kingdoms killing by Yi Zenghui, Nanfang Silver Valley and its people acting in concert, Tibet Jingyuan system and new shareholder Wang Sheng.
Perhaps more war is quietly escalating in different ways, the people said.
On the follow-up plans after the cancellation of the interim shareholders meeting, a reporter from Beijing Business Daily called Nanfang Silver Valley to interview, but no one answered.
The second proposal submitted by the shareholders meeting of Anhui Science and Technology Co., Ltd. on September 9, 2020 was submitted to the shareholders meeting of Anhui Science and Technology Co., Ltd. in the form of the second interim shareholders meeting. Wang Sheng said that in view of the fact that there is still a vacancy in the board of directors of the company, in order to improve the corporate governance structure, the companys board of supervisors is requested to add the proposal on the election of Wang Sheng as a non independent director of the Fifth Board of directors to the second extraordinary general meeting of shareholders in 2020 for deliberation. However, Wang Shengs recommendation was rejected. Whether Wang Sheng will have new actions in the future deserves attention.
Xu Xiaoheng, an investment and financing expert, believes that if the management structure is in a deadlock for a long time, it will be extremely unfavorable for the future development of Wantong technology.
It is true that the performance of Wantong technology has declined sharply since the internal struggle. According to the data, Wantong technology achieved a net profit of 44.9278 million yuan in the first three quarters of this year, down 44.22% year-on-year.
Has Wantong technology become a tool to seize power? Pan Dasheng told the Beijing Business Daily that Wantong technology, as a listed company, also adheres to the three meetings and one layer modern enterprise management system in operation, and the corporate governance is normal at present. Now we hope that all parties can perform their duties and exercise their rights in accordance with the law. Pan Dasheng said.
Source: Beijing business daily Author: Liu Fengru, editor in charge: Wang Xiaowu_ NF