Chapter 1119: Just bully you
Ruan Zhenhua was prepared for the idea of ??Rebirth International's attempt to enter the company's board of directors by means of controlling means, and he was not very worried.
Ruan Zhenhua’s Pei Qixin has a market value of more than one billion. As a major shareholder, he owns 16% of the company. The brother-in-law, who is the second shareholder, holds 4% of the company.
There should be at least five shareholders when establishing a joint-stock company, and the third, fourth and fifth shareholders of Pages may only be small shareholders with 0.001 shares. Now in the early stage of the Chinese group entering the group, they will be restricted from financing and holding 4%. Become the third largest shareholder of the company.
In this way, there are only three shareholders with real power on Peggy's board of directors, Ruan Zhenhua, his brother-in-law, and Mung Kyung-xiong.
In the annual board resolution, he will be voted as chairman without exception, and then appointed as CEO, which means that the entire company is still in his hands.
However, for the stocks circulating in the market, as long as Rebirth International reaches 20% of its shares, it is equivalent to obtaining absolute voting rights. It can rectify the board of directors, remove shareholders, and even fire Ruan Zhenhua.
However, this is not easy, because as a listed company, Ruan Zhenhua has already added a protection clause to the company's articles of association.
According to Article 131 of the Articles of Association of Peggy Letters, only one director can be re-elected each year.
In this way, even if Rebirth International enters the board of directors, the prerequisite for controlling the company is to re-elect directors. It will take three years for the original three directors to be eliminated every year. These three years are enough for Ruan Zhenhua to regroup and fight back.
In the same way, Mung Kyung-hsiung now has 4% of Peggy’s shares and becomes the third largest shareholder. Even if it is transferred to Rebirth International, it will not play a big role. Wei Sheng neglected to build for himself. It’s not clear about the provisions of the protection mechanism of Pei Qixin that only one director can be re-elected every year.
If you really implement the early-planned change of day, entering the board of directors will be a waste of effort.
So at this moment, when Ruan Zhenhua's voice fell, Wei Sheng suddenly smiled, turned to look at Wen Qingxiong, nodded and said, "Thank you, Mr. Wen."
Her voice was not high, or even very soft, but it was still not difficult to pour into Ruan Zhenhua's ears beside her, and the smile that Wen Qingxiong showed immediately after that made Ruan Zhenhua tremble all over, like falling into an ice cave.
Wei Sheng's smile gradually widened.
Each company has its own protection mechanism in the "Articles of Association", which is called the "Shark Repellent Clause" in the industry.
Some regulations are automatically triggered when the opponent is maliciously acquired, which has legal effects. For example, some companies add a disgusting provision in their articles of association, which is that when the company is maliciously acquired, the dismissal of the company’s senior management needs to Employees pay tens of millions of dismissal payments. If the acquirer wants to completely control the company, it must reshuffle the original company's senior management, which is equivalent to triggering this protection mechanism and will face huge losses.
So in the study that day, Mung Kyung-hung first rejected the idea of ??stealing the sky and told Wei Sheng that even if Pei Qixin promised Mung Kyung-hung to raise funds, it would limit the number of shares held by Chinese Americans. In the end, the number of shares that Chinese Americans could acquire would never Will not reach the number that can overthrow the original board.
When the financing was negotiated, the most that Pei Qixin could hold him, that is, the same amount of 4% of the shares of the second largest shareholder. Even if the 4% is handed over to Rebirth International, Wei Sheng is also on the board of directors of Pei Qixin. There is no right to speak.
Ruan Zhenhua is still chairman and CEO.
Similarly, if Mong Qingxiong does not participate and allows Rebirth International to unilaterally acquire Peggy’s equity in the most primitive way, then even if Wei Sheng takes out 200 million shares and holds 20% of Peggy’s shares, it will become Peggy’s largest For shareholders, it would take at least two years to eliminate the two shareholders of Pei Qixin, including Ruan Zhenhua, according to their protection mechanism.
This is not only time-consuming, but also gives Ruan Zhenhua a buffer.
On this basis, the two finally agreed on a pack of wolves tactics. Rebirth International will still carry out equity acquisitions. At the same time, Mung Kyung-xiong will enter Paige Shin as an angel investor and become the third largest shareholder. By then, his defection will become Rebirth International has a great control over Peggy's letter.
As for the benefits of Mung Kyeong-xiong, this old fox wants to eat Peggy's 4% of the shares for nothing. Even if the stock price is not raised during the acquisition, it will be about 40 million.
——
Wolves tactics, of course, do not refer to Rebirth International and the Chinese group. If it is just them, it is called twin wolves tactics.
This Fang Ruan Zhenhua was shocked to hear that Wen Qingxiong and Wei Sheng had joined forces, and only felt that his eyes went dark, and then the phone ringing suddenly sounded, as if he had a premonition, making him intuitively feel that things are not good.
Sure enough, when he took out the phone, he saw a call from the company's senior management. Ruan Zhenhua glanced at Wei Sheng and pressed the answer to his ear.
"Mr. Ruan, someone started to raise funds for our company just after the opening in the afternoon. It is estimated that there are three groups of people, and the amount is very large. It is hard to say whether it is a hostile bidder or an aggressive investor. Be careful……"
As if he knew what Ruan Zhenhua was talking about on the phone, Wei Sheng had already stared at him and said softly, "Rebirth International, Wancheng Group, Cui Shi..."
Ruan Zhenhua's eyes were red after hearing this.
He knew that Wei Sheng was telling him that Ma Lai Lu, who is now attracting Peggy letter.
Wei Sheng looked at Ruan Zhenhua and said, “Soon, the three groups will absorb the huge stocks of Peqixin in the market. If you are lucky, they may join the board of directors together. If President Ruan intends to defend, I can give you two suggestions. One, increase holdings and repurchase your company’s shares to fight our financial resources, but in my opinion, the possibility is slim.
"Second, implement the scorched earth tactics and sell a large amount of the value of your company. Maybe after your company has no value, it will make me lose interest in the acquisition plan, so Mr. Ruan can also save the foundation that he has laid." Sheng smiled freely.
Ruan Zhenhua squeezed the phone in his hand with red eyes and said coldly, "The scorched earth tactic will hurt both, and you will also lose a lot."
Wei Sheng smiled lightly, nodded and said, "We are so crowded that we can afford to pay, but President Ruan can only pay for it."
Her words and sentences are like a sharp and thin steel needle, the last bit of strength that Ruan Zhenhua pierced. This feeling Ruan Zhenhua has not felt for many years, as if the other party was telling him frankly: We are bullying you.
However, in the face of such financial resources, Ruan Zhenhua couldn't help feeling a while.
His eyelashes flickered, "Even if you join the board of directors... this year's board changes have been completed."
Now that I have signed a cooperation agreement with the Chinese American Group before Rebirth International succeeds, then this year’s board re-election has been completed, and Rebirth International is useless even if it comes in...
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