Anhui Wantong Technology Co.Ltd(002331) reply to the letter of concern of Shenzhen Stock Exchange Tibet Jingyuan has controlled the board of directors and affected the voting results of the proposal

In response to the major event that the controlling shareholder concerned by the Shenzhen Stock Exchange changed from the state of no controller to Tibet Jingyuan and the actual controller to Huang Tao, Anhui Wantong Technology Co.Ltd(002331) 3 March 4 made a specific reply, including the shareholding ratio of shareholders, the arrangement of candidates for the board of directors, the voting situation of the general meeting of shareholders, the relationship of concerted action between shareholders, the arrangement of voting power entrustment The decision-making of the board of directors was specifically explained, and it was confirmed that Tibet Jingyuan was the controlling shareholder of the listed company and the actual controller was Huang Tao.

In terms of shareholding ratio and voting rights, as of February 20, 2022, Tibet Jingyuan held Anhui Wantong Technology Co.Ltd(002331) 1997% of the shares and was the largest shareholder; Nanfang Silver Valley holds 8.44% of the shares and is the second largest shareholder. Nanfang Silver Valley has continuously reduced its shares since May 2021. More importantly, except for Jingyuan in Tibet and Yingu in the south, Anhui Wantong Technology Co.Ltd(002331) other shareholders hold no more than 5% of the company’s shares Anhui Wantong Technology Co.Ltd(002331) said that Tibet Jingyuan is the largest shareholder holding voting shares of the company, and has a large shareholding gap with the second largest shareholder, 11.53% higher.

At present, among the Anhui Wantong Technology Co.Ltd(002331) 9 members of the board of directors, chairman Chen Xiangwei, Mao Zhimiao, Zhen Feng and independent director Li Mingfa are nominated by Tibet Jingyuan, directors Xu Xiaowei, Meng Xianming, Luo Shousheng and Xu Nianxing are nominated by the nomination committee of Anhui Wantong Technology Co.Ltd(002331) board of directors, and only director Liu Yi is nominated by Nanfang Yingu. It is worth mentioning that Xu Xiaowei, the director, once worked for century Jinyuan group, a related party of Tibet Jingyuan (under the same control as Tibet Jingyuan), and his tenure was influenced by the will of Tibet Jingyuan, the shareholder Anhui Wantong Technology Co.Ltd(002331) said that the above five directors were influenced by the will of Tibet Jingyuan, the shareholder, when exercising their rights as directors. Although they did not necessarily have a decisive impact on the decisions of the board of directors, they were enough to have a significant impact on the resolutions of the board of directors.

From February 9, 2021 to now, Anhui Wantong Technology Co.Ltd(002331) has held five general meetings of shareholders. The proportion of voting shares held by Tibet Jingyuan in the total number of shares attending the meeting also increased from the initial 20.54% to 81.78% Anhui Wantong Technology Co.Ltd(002331) said that due to the gradual stability of the company’s control, the total number of shares attending the general meeting of shareholders gradually decreased, and the increasing and stable shareholding proportion of Tibet Jingyuan, the proportion of voting shares owned by Tibet Jingyuan in the total number of shares attending the meeting gradually increased and reached more than 1 / 2.

According to the review announcement, when the third quarterly report of Anhui Wantong Technology Co.Ltd(002331) 2021 was disclosed, the company was still in the state of no actual controller. However, from August 31, 2021 to February 28, 2022, Wang Sheng, the third largest shareholder who was once regarded as the Savior of Southern Silver Valley, continued to reduce his holdings, and southern Silver Valley itself continued to reduce its holdings. As a result, the shareholding gap between Tibet Jingyuan and southern Silver Valley, the second largest shareholder, gradually widened. As of February 28, 2022, more than half of the directors of the company were affected by the will of the shareholder Tibet Jingyuan when exercising the rights of directors; With the stability of the company’s control, the voting rights of the company’s shares that Tibet Jingyuan can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders, and can basically decide the election of more than half of the members of the company’s board of directors.

Anhui Wantong Technology Co.Ltd(002331) relevant person in charge said in an interview with the reporter of Securities Daily: “The regulatory authorities have been paying close attention to the control of Anhui Wantong Technology Co.Ltd(002331) . Nanfang Yingu and Wang Sheng have been reducing their holdings since August 2021, and Wang Sheng has become less than 5% of the company’s shareholders. Therefore, from the perspective of equity structure, Anhui Wantong Technology Co.Ltd(002331) has undergone great changes. Tibet Jingyuan has four seats on the board of directors. Although Xu Xiaowei was nominated by the nomination committee of the company’s board of directors, he has been elected by him From experience, we believe that Xu Xiaowei’s voting results will be affected by Tibet Jingyuan, so Tibet Jingyuan controls more than an absolute majority of the board of directors. In terms of voting rights, Anhui Wantong Technology Co.Ltd(002331) the last general meeting of shareholders was held on February 24, 2022. Tibet Jingyuan’s voting rights accounted for nearly 82% of the seats. Basically, more than half of the bills passed can be decided. From these points of view, we feel that the time point of February 28 has the conditions to identify the controlling shareholder and actual controller as Tibet Jingyuan. “

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