Yizenghui, The Chairman Of The Subsidiary, Was Sued
The internal conflict of Wantong Technology (002331. SZ) is escalating, and the dispute over the control right of the subsidiary will be brought to court.
On the evening of October 18, Wantong Technology issued a "notice on major litigation", saying that on October 15, 2020, the company received the notice of acceptance of cases issued by Hefei intermediate people's Court (hereinafter referred to as Hefei intermediate people's court) (hereinafter referred to as Hefei intermediate people's court), "the company sued Yi Zenghui company's capital increase dispute. After examination, Hefei intermediate people's court held that the lawsuit met the legal acceptance conditions and decided to The case shall be put on file for trial. "
In an interview with 21st century economic reporter on the evening of October 18, Yi Zenghui said that Wantong technology sued him because they "knew that this lawsuit would not win, but the purpose was to lock in my voting right, and the shareholders' meeting on November 20 (voting right)".
According to the previous announcement of Wantong technology, an interim general meeting of shareholders will be held on November 20 to deliberate on four proposals, including the proposal to remove Li Zhen from the position of non independent director of the Fifth Board of directors, which was submitted by Yi Zenghui through the company's board of supervisors.
The origin of Yi Zenghui and Wantong technology can be traced back to three years ago.
On September 7, 2017, Wantong technology department and Yi Zenghui and other 12 people signed the "agreement on the issue of saiying technology to purchase assets". Accordingly, Wantong technology purchased 100% equity of Saiying Technology (hereinafter referred to as restructuring transaction) held by Yi Zenghui and other 12 people by issuing shares. Among them, Wantong Technology issued 14343958 shares to yizenghui.
The board of directors of Wanhui Technology Co., Ltd. and saiyingtong Technology Co., Ltd. were the directors of Wanhui Technology Co., Ltd., which were wholly-owned by Wanhui Technology Co., Ltd. on December, 2018, they were the directors of Wanhui Technology Co., Ltd.
As for the reason why Yi Zenghui was sued this time, Wantong technology explained that "as an important premise and component of the restructuring transaction, Yi Zenghui and others signed the relevant commitment letter, promising that" from the date of signing this commitment letter to the completion of this reorganization, the company has signed a letter of commitment Within months, I (including the enterprises controlled by me and other persons acting in concert) guarantee 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.; I guarantee not to increase the shares of the listed company directly or indirectly in any way, nor take the initiative to directly or indirectly increase the shares of the listed company through other related parties or persons acting in concert Indirectly increasing the shares of listed companies... " However, during the commitment period, Yi Zenghui signed the agreement on persons in concert with Nanfang Silver Valley Technology Co., Ltd. on September 14, 2020, which directly violated its commitment not to increase the company's shares directly or indirectly in any way. "
In addition, the announcement of Wantong technology also held that "Yi Zenghui and others also signed a letter of commitment, promising:" 2. To ensure the independence and integrity of the assets of the listed company: 1. The listed company has complete operating assets; 2. I and my affiliated enterprises do not illegally occupy the capital, assets and resources of the listed company. " However, Yi Zenghui refuses to comply with the company's decision on September 23, 2020 to remove Yi Zenghui and others from the board of directors of SAIN technology and the resolution of SAIN technology's election of a new chairman of the board of directors, and refuses to hand over the control of SAIN technology to the new directors and the chairman of the board. The above-mentioned behavior violates its commitment to not illegally occupy the assets and resources of the listed company. "
Therefore, Wantong technology believes that Yi Zenghui's above-mentioned behavior constitutes a fundamental violation of the contractual obligations under the letter of commitment and the agreement on the purchase of saiying technology's shares by issuing shares. "The company has the right to terminate the capital increase contract with yizenghui and require it to cooperate with yizenghui in handling the corresponding share registration Cancellation procedures. "
In view of the above situation, Wantong technology filed a lawsuit to Hefei intermediate people's court, "order to terminate the" agreement on the issue of saiying technology to purchase assets "between the plaintiff and the defendant, ordered the defendant to cooperate with the Shenzhen Branch of China securities registration and Clearing Co., Ltd. to cancel the registration of 14343958 shares of the company held by Yi Zenghui, and ordered the defendant to undertake the litigation of this case Fees and other related expenses. "
In this regard, Yi Zenghui told the 21st century economic report that Wantong science and technology accused him of violating the letter of commitment. "The content of the agreement fully proves that it is not tenable, and they take it out of context."
It is worth noting that Wantong technology requested to cancel 14343958 shares held by Yi Zenghui, accounting for 3.48% of the total share capital of the company. According to Wantong technology's closing price of 10.75 yuan / share on October 15, 2020, the market value of the above shares is about 154 million yuan, accounting for 7.06% of the company's latest audited net assets.
"This kind of behavior involving the major assets of listed companies is not determined by the board of directors, but must be determined by the general meeting of shareholders. They have surpassed the general meeting of shareholders." Yi Zenghui told the 21st century economic reporter that "we should respond to the lawsuit" against Wantong technology
As of the date of this announcement, the above-mentioned lawsuit has not yet been heard. Wantong technology said that "it is temporarily impossible to determine the impact on the current and future profits of the company."
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