v3 Chapter 1003： Behind the scenes

"You guys take a break at the company first, I have something to do when I go up!"

After returning to Swire Airlines, Wade Shiyahuai said to the seven directors of the former Cathay Pacific Airways who came back with him.

After speaking, he rushed into the elevator, leaving behind everyone looking at each other and depressed.

Soon, Wade Shi Yahuai found his uncle Norman Shi Yahuai.

Seeing his nephew come in with an ugly look, Norman Shiyahuai suddenly got up and immediately asked with concern: "Wade, how is the situation?"

Wade Shi Yahuai finally had a catharsis, and he talked to his uncle endlessly.

"Uncle, Cathay Pacific’s situation is very critical now. Jiuding Industrial Group really holds 54% of Cathay Pacific’s equity. Today, Wei Li from Hutchison Whampoa came to the meeting as the vice president of Jiuding Industrial Group. He dismissed seven directors belonging to Swire Airlines at the shareholders meeting and..."

Norman Shi Yahuai 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 three days left for us now. If even the board of directors is lost, then we can only be squeezed by Xia Yu at will."

After speaking, Wade Shi Yahuai stared straight at his uncle Norman Shi Yahuai, waiting for his instructions.

At this time, Norman Shi Yahuai's brows were already frowned.

Because Werry'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 37% of the equity, it will not help.

And the consequences are not limited to this.

Once Cathay Pacific Airways loses, then the Heung Kong Aircraft Engineering Company, which is still fiercely competing in the stock market, will also lose. Even if Swire Financial grabs all public stocks still circulating in the stock market, it will be useless!

From Wade Shi Yahuai's description of the betrayal of Fan Keming, the appointed director of Xiangjiang Aircraft Engineering Company, it can be seen that the equity ratio of Xiangjiang Aircraft Engineering Company held by Jiuding Industrial Group is definitely not low!

After a long silence, Norman Shiyahuai said to his nephew: "Wade, tell me more about Cathay Pacific’s board structure and changes, and Cathay Pacific’s "Articles"."

Wade Shiyahuai pondered for a moment, and after finishing his thoughts, he immediately said: "Uncle, the original board of directors had 26 seats, including 19 equity directors (also known as ex officio directors) and 7 independent directors."

"Among the nineteen equity directors, because Swire Airlines originally held 42% of the shares, eight equity directors, including me."

"HSBC holds 20% of the shares and has four equity director seats."

"The Song family holds 16% of the shares and has three equity director seats."

"Standard Chartered Bank holds 13% of the shares and has two equity director seats."

"Xiangjiang Airport Ground Handling Services Company holds 5% of the shares and has an equity director seat.

"Then the implementation of Xiangjiang Aircraft Engineering Company, although the shareholding ratio is only 4%, but in order to better control the company, I gave the 2% equity rights of Taikoo Airlines to Xiangjiang Aircraft Engineering Company, so it also has An equity director seat."

"Because the number of director seats is even, it has been stipulated in the company's "Articles of Association" that the chairman of the board has an additional vote."

"Therefore, among the 19 equity directors, there are a total of 20 votes. We were able to directly control 11 votes before, accounting for 40% of the 27 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 chairman shall vote for elections, and more than two-thirds of the votes are required to be elected, and two-thirds of the votes are required to be overthrown before the term of office expires. ."

"But now our stake in Cathay Pacific Airways held by Swire Airlines has decreased by 5%. In fact, we have already lost a board seat. Coupled with the betrayal of Fan Keming and Zhang Dasheng, we are now 100% in line with us. There are only eight votes, including one extra vote for my chairmanship!"

"If Swire Airlines does not transfer 5% of the equity and loses a seat, or if Zhang Dasheng and Fan Keming have no betrayal, then we can still have exactly one-third of the votes when all other votes are opposed. ."

"but now……"

Speaking of this, Wade Shiyahuai lowered his head reproachfully, regretting it in his heart.

If 5% of Cathay Pacific’s equity were not used to replace Dongfeng Airlines’ equity, this would not have happened.

It's a pity that this is the end, what's the use 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, amendments to the company's articles of association, etc., require the approval of more than two-thirds of the directors attending the meeting.

Even if it is exactly two-thirds, it will not work, and the clear requirement must be exceeded.

So if Wade Shiyahuai controlled one-third of the votes, he would be able to firmly block all necessary major proposals, including the proposal to remove his chairmanship before the expiry of his term.

Of course, most companies are different from Cathay Pacific Airways. Election and removal of the chairman only requires more than half of the board votes. If it is stated in the Articles of Association that two-thirds of the votes are required, it is another matter.

Swire Airlines originally controlled Cathay Pacific Airways very tightly, but it was a pity that Norman Shi Yahuai took it carelessly. He did not expect Xia Yu to secretly control the Xiangjiang Airport Ground Service Company and the Xiangjiang Aircraft Engineering Company.

The loss of a seat and the betrayal of two of the original subordinates happened at the same time, which made Swire Airlines suddenly fall into a dilemma.

"However, there is still a chance to resist!"

Thinking of the seven independent directors, Norman Shi Yahuai narrowed his eyes, and a thought flashed in his mind.

"Wade, the seven independent directors are the key. In the time before the interim board meeting, I will act together with you. As long as we win over one independent director, or one of them abstains, or four or more If independent directors are absent from the board of directors, Jiuding Industrial Group cannot get more than two-thirds of the votes."

"It's important to keep your chairmanship first!"

Wade Shiya nodded his head: "I understand."

...

When Shi Yahuai's uncle and nephew were in close consultation, after initially meeting the seven independent directors of Cathay Pacific, Werry rushed back to Jiuding Building and came to Xia Yu's office.

"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 positions of the seven independent directors."

Speaking of this, Werry drank a sip of tea to moisturize his throat and talked about what happened at the Cathay Pacific shareholders meeting this morning.

After hearing this, Xia Yu nodded slowly, and said with satisfaction: "It's a good job, and the purpose of the plan has basically been achieved."

Then Xia Yu turned around and said, "But how did you feel after the initial contact with the attitude of the seven independent directors?"

Wei Li thought for a while and replied: "According to the situation we have just contacted, four independent directors have a friendly attitude, and the other three independent directors have a vague attitude. These three need to focus on their work."

Xia Yu nodded and said with a serious expression: "In the next two days, you will make full contact with these seven independent directors. I will give you whatever support you want, and try to make sure that all of them will be on the temporary board of directors after three days. And vote yes."

"If there are one or two diehards, let them not be there."

"In any case, on the interim board of directors three days later, Wade Shiyahuai's chairmanship must be removed and replaced by you, understand?"

Wei Li nodded solemnly and replied respectfully: "I understand!"

...

Xia Yu and Werry talked for a while, and then Werry left in a hurry.

Watching Wei Li's back go away, Xia Yu leaned on the sofa and thought.

According to Cathay Pacific’s “Articles”, the number of directors of Cathay Pacific is fixed at 26.

Swire Airlines now holds seven director seats but eight votes.

As long as we seize seven independent directors this time and ask them to agree with Werry on the board of directors three days later, Werry will have 19 of the 27 votes, which is more than 70%. Kick Wade Shiyahuai from the position of chairman and then re-elect. After Werry successfully sits on, the vote that comes with the chairman position will be transferred from Swire Airlines to Jiuding Industrial Group Here.

In this case, even if one of the seven independent directors is ignorant of current affairs, it will not affect Werry's control of the board.

At that time, we will seize the time to pass the private placement proposal to continuously dilute Swire's shareholding ratio, 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 Airways is controlled, the listed company of Xiangjiang Aircraft Engineering Company will naturally be in the bag.

At that time, Swire Airways has lost control of Cathay Pacific Airways, Hong Kong Airport Ground Service Company and Hong Kong Aircraft Engineering Company, which is a tasteless for the Swire Consortium.

"The attitude of the seven independent directors..."

"If someone is caught by Shi Yahuai's family public relations, they seem to be arrogant to me, and come back three days later and suddenly turn back, then it would 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 hand side, and dialed a secret call.

After the call was connected, Xia Yu immediately instructed the receiver: "Continue to keep an eye on the seven independent directors of Cathay Pacific Airways. The Shi Yahuai family will definitely look for them these days. I want to know the content of their conversations and step up collection. The black material of these seven independent directors..."

"Patter!"

After hanging up the phone, Xia Yu sat in his seat for a while, raised his hand to look at his watch, and found that it was only 12:03, more than 20 minutes before the stock market closed at 12:30.

He got up decisively, went downstairs and drove to Jiuding Securities.

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