Wantong technology’s internal battle: the independent director persuades saiying real controller to prepare for the worst

On the evening of December 18, Wantong technology announced that the 13th meeting of the 5th board of directors of the company deliberated and passed the “proposal on the company suing yizenghui company for capital increase dispute”. Luo Shousheng, an independent director, abstained from voting on the motion and tried to reconcile it, saying that he was “not in favor of resorting to law to resolve internal disputes of the company”. < / P > < p > since the conflict broke out in March this year, the internal fight of Wantong technology has continued to increase, and the Tibet Jingyuan and century Jinyuan camps represented by Li Zhen, the current chairman of Wantong technology, and the southern Silver Valley camp represented by Yi Zenghui, the chairman of Chengdu saiying Technology Co., Ltd. (hereinafter referred to as “saiying technology”) have gradually formed within the board of directors. Nanfang Yingu Technology Co., Ltd. (hereinafter referred to as “Nanfang Yingu”) and Tibet Jingyuan Enterprise Management Co., Ltd. (hereinafter referred to as “Tibet Jingyuan”) are the first and second largest shareholders of Wantong technology respectively, with a difference of 24000 shares. < / P > < p > “literally, Yi Zenghui may have broken his promise, but there are many ways to solve this problem. Litigation is the most extreme and the last thing we want to see.” On December 19, a senior Wantong science and technology official who asked to remain anonymous told the times. At the same time, the board of directors decided to hold the first extraordinary general meeting of shareholders in 2021 on February 9, 2021. In an interview with time weekly on December 19, Yi Zenghui said that neidou might come to an end at the meeting. He himself had prepared for the worst. “If the other side is still so determined to win saiying, we will give it up.”. < / P > < p > the tangled contradictions and disputes of Wantong technology may have been doomed four years ago. (see the report published by time weekly on November 24, “Wantong science and technology’s inner competitor Luo Shengmen: Dehui has been accused of holding shares in ambush four years ago”) and this protracted tug of war has begun to erode the foundation of saiying science and technology. < / P > < p > according to Yi Zenghui, neidou has affected the operation of saiying technology, and “some customers have delayed to collect the money because of our unstable structure”. To make matters worse, saiying technology employees have begun to flow out, and the company’s orders have decreased year on year. < / P > < p > “for the first time, I feel so anxious, not because I can’t beat them and lose saiying, but because the talents that saiying has trained for nearly 20 years are beginning to drain.” Yi Zenghui told the times. < / P > < p > the first item deliberated at this meeting is the motion on the company suing Yi Zenghui company for capital increase dispute. The claim is to ask the court to “terminate the agreement on the purchase of assets by issuing shares of Chengdu Saiying Technology Co., Ltd. between the plaintiff and the defendant”; and to be ordered to cooperate with the Shenzhen Branch of China securities registration and Clearing Co., Ltd. in handling Yi Zenghui’s holding The defendant was ordered to bear the litigation costs and other related costs of the case. ” < p > < p > as early as October 15 this year, Wantong technology sued Yi Zenghui to the court. In the announcement of Wantong technology, the prosecution of Yi Zenghui is related to a letter of commitment three years ago. < / P > < p > in September 2017, Wantong technology purchased 100% equity of saiying technology held by Yi Zenghui and others through non-public offering of shares to specific objects. As an important prerequisite and component of the restructuring transaction, Yi Zenghui and others signed relevant commitment letters. It undertakes 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 entrustment, soliciting voting rights, agreements, etc. within 36 months from the date of signing the letter of commitment to the completion of the reorganization; it also undertakes not to increase the shares of the listed company directly or indirectly in any way, nor to take the initiative to directly or indirectly through other related parties or persons acting in concert Then increase the shares of listed companies. < p > < p > on September 14, 2020, Yi Zenghui and southern Silver Valley signed the agreement on acting in concert. The current management of Wantong technology believes that Yi Zenghui’s move directly violates its commitment not to increase the company’s shares directly or indirectly in any way, and takes Yi Zenghui to the court. < / P > < p > Yi Zenghui did not approve of the reason for the prosecution of Wantong technology. “The original commitment letter is a commitment to the actual controller status of Wantong technology of Wang Zhongsheng, Yang shining and Yang Xinzi. At the end of 2018, the actual controller of the company has been changed to southern Silver Valley.” Yi Zenghui told time weekly. Wang Zhongsheng, Yang shining and Yang Xinzi are the founders and former actual controllers of Wantong technology. Huang Tao is the actual controller of Tibet Jingyuan. Since Zhou Fazhan, the actual controller of Southern Silver Valley, was removed from the board of directors, there was a vacancy on the board of directors of Wantong technology. Subsequently, Chen Xiangwei was nominated as a new director. According to the reporter of time weekly, Chen Xiangwei has a close relationship with Tibet Jingyuan and the “century Jinyuan system” behind it. Tianyancha shows that Chen Xiangwei once served as the general manager of Beijing he Natural Investment Management Co., Ltd. and Beijing huizhiyuan Trading Co., Ltd., both of which belong to the “century Jinyuan system”. On September 16, Wantong held the first extraordinary general meeting of shareholders in 2020 to deliberate on the proposal on electing Mr. Chen Xiangwei as a non independent director of the Fifth Board of directors, but the proposal was eventually rejected. < / P > < p > “Chen Xiangwei’s entry does not make the structure of the board of directors reasonable. It only makes the board of directors completely controlled by century Jinyuan capital.” Yi Zenghui said. < p > < p > after Wantong technology sued Yi Zenghui, Anhui Securities Regulatory Bureau issued the decision on ordering Wantong technology to take corrective measures to the listed company, holding that the case of Wantong technology suing Yi Zenghui for capital increase dispute should be submitted to the board of directors and the general meeting of shareholders for deliberation. On December 18, Wantong technology held the 13th meeting of the 5th board of directors. All 8 directors attended the meeting, including Liao Kai, Yi Zenghui, Wang Hui, Luo Shousheng, Zhou Yan and Li Mingfa. The meeting was presided over by Li Zhen, chairman of the board of directors of the company, and some senior management of the company attended the meeting as nonvoting delegates. < / P > < p > Yi Zenghui, a related director involved in the motion, avoided voting. In the end, six directors agreed to the motion and none opposed it. Luo Shousheng, an independent director, abstained from voting, saying that he was “not in favor of resorting to law to resolve internal disputes”. < / P > < p > “in the end, it’s all company resources that are consumed. There is no winner in a lawsuit. If you win, the company loses; if you lose, the company loses. As an independent director, I hope that we can work together in the same boat, try our best to resolve contradictions, instead of intensifying them, and make the enterprise more refined and stronger, so as to achieve multi win. ” Luo Shousheng said in the announcement. < / P > < p > according to the management information released by Wantong technology, Luo Shousheng, born in 1957, was a director, Secretary of the board of directors and general legal adviser of Donghua Technology (002140. SZ), and has been an independent director of Wantong technology since November 15, 2019. < p > < p > on December 18, the board of directors of Wantong technology deliberated and passed the “proposal on the rectification report on the decision of Anhui securities regulatory bureau to order the company to take corrective measures”, which obtained 7 affirmative votes, and the only negative vote came from Yi Zenghui. In the third quarter report of 2020, Wantong technology said that it could not guarantee the authenticity of the financial data of its subsidiary saiying technology in the first three quarters. Soon after, Wantong technology received the decision of administrative supervision measures from Anhui securities regulatory bureau, requiring the company to take corrective measures. According to Yi Zenghui, the company only deleted the expression “the company is unable to verify the authenticity of saiying technology’s financial data in the first three quarters of 2020” in the third quarterly report, which is extremely perfunctory to the regulatory authorities and shareholders, not rectification measures. < / P > < p > “if Anhui Securities Regulatory Bureau mentions that Wantong technology has violated the relevant provisions of Article 99 of the company law (revised in 2018), Article 40 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the Securities Regulatory Commission), Article 2 of the rules for the general meeting of shareholders of listed companies (revised in 2016), deleting this sentence should not be regarded as a rectification measure for the problem.” On December 20, Liu Zhigeng, a financial and tax audit expert and senior certified public accountant, told the times weekly. On the other hand, Yi Zenghui suggests that listed companies hire audit institutions with securities business qualification and confidentiality qualification or / and internal audit department of listed companies appoint auditors with relevant confidentiality qualification to conduct external audit or / and internal audit on saiying technology, and issue special reports according to the audit situation. < / P > < p > on September 30, 2020, Yi Zenghui received an email from the internal audit department of the listed company, saying that the company will send an audit team to conduct internal audit on guisaiying technology, mainly to audit the financial data from January 1, 2018 to August 31, 2020, and the audit time is expected to be six weeks. < / P > < p > “saiying technology is a military enterprise with its particularity. At that time, I asked the internal audit department of the listed company to provide the information of the internal auditors to confirm whether the auditors have the confidentiality qualification. Later, they did not provide it, so I did not let them audit. ” Yi Zenghui told the times weekly. < / P > < p > according to Yi Zenghui, on October 16, Wantong technology auditors arrived at saiying technology and refused to provide internal auditor information for saiying technology security office to review on the grounds of “we have reviewed personnel information”. < / P > < p > “I never refuse to audit. All information of saiying, including email and telephone content, can be checked at any time by the audit organization with confidentiality qualification hired by the company. My only requirement for auditing is confidentiality. ” Yi Zenghui said. < p > < p > Liu Zhigeng analyzed to the reporter of times weekly that after the release of the document “Ke gong an MI [2019] No. 1545”, audit institutions undertaking military confidential business consulting services are no longer required to obtain military enterprise service qualification. “However, it shall make a written commitment that its security and confidentiality management shall comply with the national security and confidentiality laws and regulations and the provisions of the administrative department of science, technology and industry for national defense and other departments in charge of military secret related business.” Liu Zhigeng said that saiying technology, founded in 2000, is mainly engaged in the military electronic information market. Its main business includes scientific research, production of complete radar, microwave components and special instruments. Its products include short-range warning radar (ground and sea surface), perimeter safety warning radar (series products), FOD runway foreign body monitoring radar (tower, mobile), blast furnace charge level monitoring radar and micro position monitoring radar Mobile surveillance radar, etc. < / P > < p > “saiying technology is still doing well in the military market, especially the micro displacement radar, which has very unique technology. If it continues to develop, it will have a very good development prospect, and Wantong can take this opportunity to develop well.” The above-mentioned high-level people of Wantong technology told the times weekly. < / P > < p > according to the company’s financial report and the reply letter to the exchange, in 2019, Wantong technology achieved a revenue of 1.460 billion yuan and a net profit of 169 million yuan, including a revenue of 114 million yuan and a net profit of 46.3419 million yuan from saiying technology. After deducting the contribution of saiying technology, the revenue of Listed Companies in 2019 is 1.346 billion yuan, the net profit is 122 million yuan, the net profit rate is 9.06%, and the system integration products account for 69.46% of the revenue. In the third quarter of this year, Wantong technology achieved a revenue of 273 million yuan and a net profit of 23.5833 million yuan. Among them, the revenue of saiying technology was 34.01 million yuan, and the net profit attributable to the parent company was 17.3848 million yuan, accounting for 76.9% of the net profit attributable to the parent company in the third quarter of the listed company; in the first three quarters, Wantong technology achieved a net profit attributable to the parent company of 44.9278 million yuan, of which saiying technology contributed 15.7548 million yuan