Since the outbreak of infighting in March this year, the board of directors of Wantong technology has gradually formed the Tibet Jingyuan camp represented by Li Zhen, the current chairman of Wantong technology, and the southern Silver Valley camp represented by Yi Zenghui, chairman of saiying technology.
South Yingu Technology Co., Ltd. (hereinafter referred to as nannanyingu) and Tibet Jingyuan Enterprise Management Co., Ltd. (hereinafter referred to as Tibet Jingyuan) are the first and second largest shareholders of Wandong technology, and the company shares held by the two are only 24000 shares.
On the evening of November 19, Wantong Technology issued the announcement on reply to the concern letter of Shenzhen Stock Exchange. In view of whether the subsidiary Chengdu Saiying Technology Co., Ltd. (hereinafter referred to as saiying technology) is out of control, the two camps still hold their own opinions.
Wantong technology believes that in view of the companys possible loss of control over saiying technology, the companys internal audit department is unable to carry out audit work on saiying technology, and the current chairman and legal representative of saiying technology are still unable to perform their duties normally, the company is unable to verify the authenticity of saiying technologys financial data in the first three quarters of 2020.
Yi Zenghui said that the listed company has never lost control of SAIN technology since its acquisition by the listed company to the date of this reply letter.
The reasons for the resolution of Anhui Science and Technology Bureau to cancel the resolution on January 20, and whether the circular issued by Anhui Science and Technology Bureau on January 20 to cancel the restrictions on shareholders rights, etc. were explained.
This is the eighth letter of concern received by Wantong science and technology since the infighting incident occurred.
faint clue. According to the investigation of time weekly, the tangled contradictions and disputes of Wantong science and technology may have been doomed four years ago.
The origin of internal struggle
The internal struggle of Wantong technology should start with the acquisition of saiying technology.
On September 27, 2017, Wantong technology held an interim general meeting of shareholders, deliberated and passed the proposal on signing the agreement on issuing shares to purchase assets with attached conditions, which planned to purchase 100% equity of saiying technology held by Yi Zenghui, Lin mushun, Zhang Hehua and Wu Changnian by means of non-public share issuance to specific objects.
Wantong technology, founded on May 12, 1999, is mainly engaged in system integration, application software development, operation and maintenance services in the field of traffic information construction. After completing the acquisition of saiying technology, the company added a new military business segment.
According to the time weekly reporters investigation, the reorganization of Wantong technology and saiying technology is inseparable from three people Wu Changnian, Zheng Yu and Zhao Linlin.
At that time, they said that they would invest in saiying technology, help saiying technology carry out capital operation or go public. I thought it would be good for me, and I agreed. Yi Zenghui told the times weekly.
However, Yi Zenghui did not transfer saiyings equity to Zheng Yu and Zhao forestry, but to Zhang Hehua and Lin mushun.
According to the acquisition plan of Wantong technology, on September 27, 2016, saiying technology held a shareholders meeting, and all shareholders unanimously agreed that Yi Zenghui would transfer 20% of saiyings equity to Linshu, 15% to Zhang Hehua and 5% to Wu Changnian.
According to Yi Zenghui, Lin Shushun and Zhang Hehua are the equity proxies of Zheng Yu and Zhao forestry, respectively.
I havent seen Lin Shu Shun and Zhang He Hua. What I said at that time was to let these two people hold shares on their behalf. Yi Zenghui told time weekly.
Huang Lin, the investment director of Southern Silver Valley, said in an interview with the media: Zheng Yu has several vests, and Lin Shushun is one; Liang Shan, Liu Han and Wang Yadong have formed a concerted action, which is also Zheng Yus vest.
According to the third quarter report of Wantong technology in 2020, Liangshan, Liu Han and Wang Yadong are all shareholders of listed companies.
In addition, according to Yi Zenghui, Zheng Yu bought a large number of shares of Wantong technology, a listed company, through Jingyuan of Tibet after he entered saiying technology through Linshu. This happened before Wantong technology acquired saiying technology. Zheng Yu himself had long planned for Wantong technology to acquire saiying technology.
The acquisition of saiying technology by Wantong technology was made by Zheng Yu and Zhao Linlin. Yi Zenghui told the times weekly.
However, the follow-up of the acquisition shows that the transfer of saiyings equity may be the beginning of a long-term layout plan for Wantong technology, with Zheng Yu as the center.
Masked capital appears
On the evening of March 10 this year, Wantong technology announced that Tibet Jingyuan increased its holding of 607000 shares in the company through centralized bidding on March 9, accounting for 0.1473% of the companys total share capital. After the increase, Tibet Jingyuan held 20603600 shares, accounting for 5% of the companys total share capital.
In June, Tibet Jingyuan once again raised its brand of Wantong technology, and its share of Wantong technology rose to 10%. A series of operations of Tibet Jingyuan point to the central figure Zheng Yu.
In addition, the major shareholder of Shanghai Yingxue daylight investment partnership (limited partnership) with Shanghai Yingxue as GP is Zhu Yanqiu, and Xiamen Bulu asset company (hereinafter referred to as Xiamen Bulu) with Zhu Yanqiu as the major shareholder also has two shareholders, namely Liangshan and Li Minghai. All three hold or have held the equity of Wantong technology.
In addition, the fund was sponsored by the chairman of the fund, Mr. Liang Xueshan, and Mr. Zheng Jiaoyu.
Through the analysis of the above equity relations, it is found that Li Zhen, Zhou Yan, Lin mushun and Liangshan are all related to Zheng Yu. According to Yi Zenghui to the times weekly, although Zheng Yu seems to be the core figure, there is another person behind him - Huang Tao.
The actual controller of Jingyuan in Tibet is Huang Tao. According to Yi Zenghui, Huang Tao and Zheng Yu are students. According to Tianyan survey data, the shareholders of Tibet Jingyuan are Huang Tao and Huang Shiying, with shareholding ratios of 60% and 40% respectively. They also hold all the shares of century Jinyuan Investment Group Co., Ltd. (hereinafter referred to as century Jinyuan).
Huang Tao and Huang Shiying are related to another character.
In early 2018, the boss of century Jinyuan, Huang Rulun, withdrew, and his sons Huang Tao and Huang Shiying were responsible for managing century Jinyuan. ***
On March 4, 2020, Wantong technology held a shareholders meeting. Three directors, Li Zhen, Wang Hui and Zhou Yan, jointly proposed to remove Zhou Kaifa, the then chairman of Wantong technology and the actual controller of Nanfang Silver Valley. Liao Kai and Zhen Feng, two directors with the background of Southern Silver Valley, defected, and Wantong science and technologys internal fight began.
On September 23 this year, the board of directors of Wantong technology decided to remove Yi Zenghui, Yao Zongcheng and Tang Shirong from their posts as directors of saiying technology and re elected Liu Jinggang, Zhang Hongbo and Shuai Hongmei as directors of saiying technology.
Yi Zenghui said that Chen Xiangwei was nominated by century Jinyuan, who had served as the legal representative of the subsidiary company of century Jinyuan. Zhang Hongbo was the legal representative of century Jinyuan property service group, and Shuai Hongmei was the deputy general manager of Chongqing Jinyuan times shopping plaza.
With the appearance of Li Mingfa, Chen Xiangwei, directors nominated by Tibet Jingyuan, and three directors sent to saiying technology, including Liu Jinggang, Zhang Hongbo and Shuai Hongmei, Shiji Jinyuan, a group company mainly engaged in real estate, hotel and cultural tourism, has emerged, directly pointing to the control of listed companies.
The further increase of Jingyuan in Tibet also challenges the equity leading position of Southern Silver Valley.
At the same time, Yi Zenghui and the southern Silver Valley camp also fought back. On September 25, Nanfang Silver Valley, a shareholder of yizenghui United Company, proposed to hold an interim shareholders meeting on October 15 to remove four non independent directors, including Li Zhen, Liao Kai, Wang Hui and Zhen Feng, but the proposal was rejected by Wantong technology.
On April 20, the board of directors meeting of Liao Zhenfei and Wang Yigu proposed to remove the board of directors of the board of directors.
However, on the same day, the current management of Wantong technology filed a lawsuit with the court on the ground of Yi Zenghuis violation of the acquisition commitment, requesting the cancellation of all shares of Wantong technology held by Yi Zenghui. After that, the board of supervisors of Wantong technology cancelled the temporary general meeting of shareholders scheduled to be held on November 20 because of the uncertainty of Yi Zenghuis identity.
According to the announcement of Wantong science and technology, as an important premise and part of the restructuring transaction, Yi Zenghui and others have previously signed the relevant commitment letter, promising not to obtain the voting rights of the listed company by any means, including but not limited to increasing the shares of the listed company, accepting the entrustment, soliciting the voting right and agreement, etc., from the date of signing the commitment letter to the completion of the reorganization It shall not increase the shares of listed companies directly or indirectly in any way, nor take the initiative to increase the shares of listed companies through other related parties or persons acting in concert.
It is understood that Yi Zenghui and Nanfang Yingu signed the agreement on persons acting in concert on September 14, 2020, the agreement on voting power entrustment and concerted action signed by Nanfang Yingu and Anhua business management on May 8, 2020, and Yi Zenghui, together with Nanfang Yingu and Anhui Anhua enterprise management service partnership (limited partnership) (hereinafter referred to as Anhua enterprise management) are acting in concert.
On November 20, Anhui Securities Regulatory Bureau issued a letter of concern on the cancellation of the interim general meeting of shareholders of listed companies, requiring Wantong technology to explain the legitimacy of the reasons for the cancellation and whether the decision constitutes a restriction on the legitimate rights of shareholders.
In addition, Anhui Securities Regulatory Bureau verified that Wantong technology had violated the procedures of major events and the disclosure of the third quarter report. Therefore, the company was ordered to correct the administrative supervision measures, and Li Zhen, the then chairman of the company, was ordered to participate in the training.
On the other hand, the addition of Wang Sheng, the mysterious shareholder, has also added variables to the outcome of the fight.
In September this year, Wantong technology announced that Wang Zhongsheng, Yang shining and Yang Xinzi planned to transfer 6.49% of their shares to Wang Sheng, a natural person, with a clearance agreement of 290 million yuan. During the transitional period of agreement transfer, Wang Sheng has 8.49% of the voting rights of Wantong technology.
Yi Zenghui disclosed to the times weekly that the southern Silver Valley camp is asking for the intervention of the Securities Regulatory Commission (CSRC) to reconvene the general meeting of shareholders. If the general meeting of shareholders is successfully held and Liao Kai and Zhen Feng, two former directors with background of Southern Silver Valley, are removed, then Wang Shengs choice will become very important. Time weekly reporter tried to interview Wang Sheng, but was declined. However, Yi Zenghui revealed that Wang Sheng tended to support the southern Silver Valley camp. He hopes the company can operate normally and develop in a good direction. Yi Zenghui told the times weekly. On November 5, Wang Sheng submitted an interim proposal letter to the board of supervisors of the listed company, requesting that the proposal on the election of Wang Sheng as a non independent director of the Fifth Board of directors be added to the interim shareholders meeting for deliberation. However, the interim proposal was not released by the board of supervisors of Wantong technology. Source: time weekly editor: Yang Bin_ NF4368
Yi Zenghui disclosed to the times weekly that the southern Silver Valley camp is asking for the intervention of the Securities Regulatory Commission (CSRC) to reconvene the general meeting of shareholders.
If the general meeting of shareholders is successfully held and Liao Kai and Zhen Feng, two former directors with background of Southern Silver Valley, are removed, then Wang Shengs choice will become very important.
On November 5, Wang Sheng submitted an interim proposal letter to the board of supervisors of the listed company, requesting that the proposal on the election of Wang Sheng as a non independent director of the Fifth Board of directors be added to the interim shareholders meeting for deliberation. However, the interim proposal was not released by the board of supervisors of Wantong technology.