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“You guys take a break at the company, I have something to go up there!”
Just back to Swire Airlines, Wade Swire told the seven board members of the original Cathay Pacific company who came back with him.
After speaking, he rushed into the elevator, leaving everyone looking at each other in blank dismay in a depressed mood.
Soon, Wade Swire found his Uncle Norman Swire.
Seeing his nephew’s expression come in ugly, Norman Swire suddenly got up and immediately asked with concern: “Wade, how is the situation?”
Wade Swire’s depressed stomach finally had a catharsis, and he couldn’t talk about Danger Land to Uncle.
“Uncle, the situation in Cathay Pacific is critical now. Jiuding Industrial Group really holds 50% of Cathay Pacific’s equity shares. Today, Welley of Hutchison Whampoa came to the meeting as Vice-President of Jiuding Industrial Group. He is a shareholder The 4 board members belonging to Swire Airlines were removed at the conference, and…”
Norman Swire listened quietly. Although the content of his nephew made him very angry after listening, he still tried his best to calm himself.
“…Uncle, there are less than 3 days left for us now. If even the Board of Directors is lost, then we can only be kneaded by Xia Yu at will.”
After speaking, Wade Swire stared straight at Uncle Norman Swire, waiting for his instructions.
By this time, Norman Swire’s brows were already frowned.
Because Welley’s series of offensives have pushed them to the edge of the cliff, if effective rescue measures are not found, then Cathay Pacific will be completely lost, even if they still hold 30% of the 7 equity shares, it will not help.
And the consequences are not limited to this.
Once Cathay Pacific Company falls, then the Description Hong Kong Aircraft Engineering Company, which is still fiercely competing in the stock market, will also fall, even if Swire Finance grabs all the public shares still circulating in the stock market, it will be useless!
From Wade Swire’s description of the betrayal of the board member of the Description Hong Kong Aircraft Engineering Company stationed by Fan Keming, it can be seen that the proportion of equity shares of the Description Hong Kong Aircraft Engineering Company held by Jiuding Industrial Group is definitely not low!
After a long silence, Norman Swire said to his nephew: “Wade, tell me about Cathay Pacific’s Board of Directors structure and changes, and Cathay Pacific’s “Articles”.”
Wade Swire pondered for a moment, and after finishing his thoughts, he immediately said: “Uncle, the original Board of Directors had twenty six seats, among which is included ten equity shares board members (also known as natural board members) and seven independent board member .”
“Among ten 9 equity shares board members, because Swire Airlines originally shares 40% 2, there are 8 equity shares board members including me.”
“Hongkong and Shanghai Bank shares 20%, with 4 equity shares board seat.”
“Song Family shares 16%, with 3 equity shares board seat.”
“Standard Chartered Bank shares 10% 3, with 2 equity shares board seat.”
“Hong Kong Airport Services Ltd shares 5% and owns an equity shares board seat.”
“Then I implemented the Description Hong Kong Aircraft Engineering Company. Although the share ratio was only 4%, in order to better control the company, I gave the 2% equity shares rights of Swire Airlines to the Description Hong Kong Aircraft Engineering Company, so it also has an equity. shares board seat .”
“Because the board seat is an even number, it has been stipulated in the company’s “Articles of Association” that the Board-Chairman has an additional vote.”
“So among the ten equity shares board members, there are a total of 9 votes. The one we were able to directly control was 20 votes, which accounted for 27% of the 40 votes of the entire Board of Directors.”
“Moreover, in order to firmly control the company, the company’s “Articles of Association” also clearly stipulates that the Board of Directors of the Board-Chairman shall be voted and more than 2/3 of the votes are required to be elected. The overthrow of the term of office requires 2/3. Number of votes.”
“But now, the equity shares of Cathay Pacific held by Swire Aviation are 5% less. In fact, we have lost a board seat. In addition to the betrayal of Fan Keming and Zhang Dasheng, now only 100 is 8% consistent with us. Tickets, which also includes an extra ticket for my Board-Chairman status!”
“If Swire Airlines does not transfer 5% of equity shares and loses a seat, or if Zhang Dasheng and Fan Keming have a non-betrayal, then we can still have exactly 1/3 of the votes when all other votes are opposed.”
Speaking of this, Wade Swire lowered his head reproachfully, regretting it in his heart.
If 5% of Cathay Pacific’s equity shares were not used to replace Dongfeng Airlines’ equity shares, this would not happen.
It’s a pity that this is the end, what’s the point of regret?
Closer to home.
In Cathay Pacific’s “Articles of Association”, it is clearly stipulated that many important proposals such as the company’s increase or decrease of registered capital, private placement of shares, issuance of bonds, revision of the company’s articles of association, etc., require the approval of more than 2/3 of the board members attending the meeting.
Even if it’s just 2/3, it won’t work, and it must be exceeded if it is clearly required.
So if Wade Swire controls 1/3 of the votes, he will be able to firmly block all necessary major proposals, including the proposal to remove his Board-Chairman status when his term of office has not expired.
Of course, most companies are different from Cathay Pacific. Election and removal of the Board-Chairman only requires more than half of the Board of Directors votes. If 2/3 votes are required in the “Articles of Association”, it is another matter.
Swire Airlines originally controlled Cathay Pacific very tightly. Unfortunately, Norman Swire took it carelessly. He did not expect Xia Yu to secretly control Hong Kong Airport Services Ltd and Description Hong Kong Aircraft Engineering Company.
The loss of a seat and the betrayal of two original subordinates happened at the same time, which made Swire Aviation suddenly fall into a dilemma.
“However, there is still a chance to resist!”
Thinking of the 7 independent board members, Norman Swire narrowed his eyes and flashed a single thought in his mind.
“Wade, the seven independent board members are the key. In the time before the temporary Board of Directors is held, I will act with you. As long as we win over an independent board member, or let one of them abstain, or If more than 7 independent board members are absent from the Board of Directors, Jiuding Industrial Group cannot get more than 4/2 of the votes.”
“It’s important to keep your Board-Chairman status first!”
Wade Swire repeatedly nodded: “I understand.”
Just when the two Swire uncles and nephews were in close consultation, Welley rushed back to the Jiuding Building after initially meeting the 2 independent board members of Cathay Pacific and came to Xia Yu’s office.
“Board-Chairman, I’m back.”
“Sit down and say, things are going well?”
“Very smoothly, they are all under control. Fan Keming and Zhang Dasheng have fallen to our side. Now the key is the position of the seven independent board members.”
Speaking of this, Welley drank a sip of tea to moisturize his throat, and narrated what happened at the Cathay Pacific Shareholder Conference this morning.
Xia Yu listened, slowly nodded, and said with satisfaction: “You did good, the purpose of the plan is basically achieved.”
Then Xia Yu turned to the front and said, “But how did you feel after the initial contact with the attitude of those 7 independent board members?”
Welley thought for a while and replied: “According to the situation I just contacted, 4 independent board members have a friendly attitude, and the other 3 independent board members have a vague attitude. These 3 need to focus on their work.”
Xia Yu nodded, expression is seriously instructed: “In the next 2 days, you will make full contact with these 7 independent board members. I will give you whatever support you want, and try to make sure that they will all be there after 3 days. Board of Directors And vote yes.”
“If there are one or two diehards, let them not get there.”
“In any case, on the temporary Board of Directors 3 days later, Wade Swire’s Board-Chairman status must be removed and you will be replaced, understand?”
Welley solemnly nodded and replied respectfully: “I understand!”
Xia Yu and Welley talked for a while, and then Welley hurried away.
Watching Welley’s back go away, Xia Yu leaned on the sofa to think.
According to Cathay Pacific’s “Articles of Association”, the board seat of Cathay Pacific is fixed at twenty six.
Swire Airlines now holds 7 board seats, but it has 8 tickets.
As long as 7 independent board members are caught this time and let them match Welley on the Board of Directors 3 days later, Welley will have 27 out of 9 votes, which is more than 70%, which is enough to beat Wade. Swire kicked from the board-chairman position.
Then there is another election. After Welley is successfully seated, the vote that comes with the Board-Chairman position will be transferred from Swire Airlines to Jiuding Industrial Group.
In this case, even if one of the 7 independent board members is ignorant of current affairs, it will not affect Welley’s control of the Board of Directors.
By then, seize the time to pass the private placement proposal to continuously dilute the share ratio of Swire Airlines, and Jiuding Industrial Group’s control of Cathay Pacific will become more and more stable.
As long as the plan is implemented smoothly and Cathay Pacific is controlled, the listed company Description Hong Kong Aircraft Engineering Company will naturally be in the bag.
At that time, Swire Airlines has lost control of Cathay Pacific, Hong Kong Airport Services Ltd and Description Hong Kong Aircraft Engineering Company, which is a little value for Swire Group.
“The attitude of the 7 independent board members…”
“If someone is caught by Swire Family’s public relations, they seem to be arrogant to me, and come back after 3 days, then it will be a little troublesome…”
Thinking of this, Xia Yu got up from the sofa, went to the desk and sat down, picked up the phone on the left side, and dialed a secret call.
After the call was connected, Xia Yu immediately instructed the receiver: “Continue to keep an eye on the 7 independent board members of Cathay Pacific. The past few days Swire Family will definitely look for them. I want to know the content of each of their conversations and step up Collect the black materials of these 7 independent board members…”
“pa ta !”
After hanging up the phone, Xia Yu sat there for a while, raised his hand and looked at his watch, and found that it was only 2:30%, and there were still more than 2 minutes before the stock market closed at 20:1.
He got up decisively, went downstairs and drove to Jiuding Securities.
PS: Ask for votes