"You guys take a break in the company first, I'll go up and have something to do!"

As soon as he returned to Swire Airlines, Wade Shi Yahuai spoke to the seven directors of the former Cathay Pacific Airways who had returned with him.

After speaking, he hurriedly entered the elevator, leaving everyone looking at each other and feeling depressed.

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

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

Wade Shi Yahuai's bitter grievances finally had an outlet, and he gushed about it to his uncle.

"Uncle, now the situation of Cathay Pacific is very critical, Jiuding Industrial Group really holds 54% of the equity of Cathay Pacific, today it is Hutchison Whampoa's Wei Li came to the meeting as the vice president of Jiuding Industrial Group, he removed seven directors belonging to our Swire Aviation at the shareholders' meeting, and ......"

Norman Shi Yahuai listened quietly, and although he was very angry at what his nephew had said, he still tried to calm himself.

“...... Uncle, there are only less than three days left for us now, and if even the board of directors is lost, then we can only be kneaded by Xia Yu at will. ”

After saying that, 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 furrowed.

Because a series of offensive by Verry has pushed them to the brink, if no effective rescue measures are found, then Cathay Pacific will be completely lost, even if they still hold a 37% stake.

And the consequences don't stop there.

Once Cathay Pacific Airways loses, then Heung Kong Aircraft Engineering Company, which is still fiercely contested in the stock market, will also lose, even if Swire Financial Markets snatches all the public shares still circulating in the stock market, it will be useless!

It can be seen from the on-the-spot betrayal of Fan Keming, the resident director of Xiangjiang Aircraft Engineering Company, told by Wade Shi Yahuai, that the proportion of equity held by Jiuding Industrial Group in Xiangjiang Aircraft Engineering Company is definitely not low!

After a long silence, Norman Shi Yahuai said to his nephew: "Wade, tell me more about the structure and changes of the board of directors of Cathay Pacific Airways, as well as the constitution of Cathay Pacific Airways. ”

Wade Shi Yahuai pondered for a moment, and after sorting out his thoughts, he immediately said: "Uncle, the original board of directors had twenty-six seats, including nineteen equity directors (also known as ex-officio directors) and seven independent directors. ”

"Of the 19 equity directors, we have Swire Airlines with 42% of the shares, so there are eight equity directors including me. ”

HSBC holds 20 percent of the shares and has four equity board seats. ”

The Song family holds 16% of the shares and has three equity board seats. ”

Standard Chartered holds 13 percent of the shares and has two equity board seats. ”

"The Heung Kong Airport Ground Handling Company holds 5% of the shares and has a seat on the board of directors. ”

"And then the implementation of Heung Kong Aircraft Engineering Company, although the shareholding ratio is only 4 percent, but in order to better control the company, I gave Swire Airlines more than 2 percent of the equity rights to Heung Kong Aircraft Engineering Company, so it also has an equity board seat. ”

"Because the number of directors is even, it has been stipulated in the company's articles of association that the chairman has an additional vote. ”

"So among the 19 equity directors, there are a total of 20 votes, and we were able to directly control 11 votes, accounting for 40% of the total 27 votes of the entire board of directors. ”

And in order to firmly control the company, the company's articles of association also clearly stipulate that the chairman of the board of directors votes and requires more than two-thirds of the votes to be elected, and two-thirds of the votes are required to be overthrown before the end of the term. ”

"But now that our Swire Airways has less than five percent of our stake in Cathay Pacific Airways, we have actually lost one board seat, and with the betrayal of Fan Keming and Zhang Dasheng, there are only eight votes that can really be 100% consistent with us, including the additional vote that I have as chairman!"

"If Swire doesn't transfer five percent of the equity and lose a seat, or if one of Zhang Dasheng and Fan Keming doesn't betray, then we can still have exactly one-third of the votes if all the other votes are against each other. ”

"But now ......"

Speaking of this, Wade Shi Yahuai lowered his head with self-reproach, regretting it in his heart.

This would not have happened if the 5 percent stake in Cathay Pacific had not been exchanged for the stake in Dongfeng Airlines.

It's a pity that it's come to this, what's the use of regretting?

Straight to the point.

Cathay Pacific's Articles of Association clearly stipulate that many important proposals, such as increasing or decreasing the company's registered capital, private placement of shares, issuance of bonds, amendments to the articles of association, etc., must be approved by more than two-thirds of the directors present at the meeting.

Even just two-thirds of the way is not enough, and the explicit requirements must be exceeded.

So if Wade Schyahuai controls a third of the vote, he will be able to firmly block all the major proposals that must be made, including the proposal to remove him as chairman if his term does not expire.

Of course, unlike Cathay Pacific, most companies only require a majority of the board of directors to elect and remove the chairman, and it is a different matter if it is written in the Articles of Association that a two-thirds vote is required.

Swire Airlines originally had a very tight control over Cathay Pacific, but unfortunately Norman Shi Yahuai was careless for a while, he did not expect Xia Yu to secretly control the Xiangjiang Airport Ground Handling 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 put Swire Aviation in an embarrassing situation.

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

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

"Wade, those seven independent directors are the key, in the time before the interim board meeting, I will act with you, as long as one independent director is over, or one of them abstains, or more than four independent directors are absent from the board, Jiuding Industrial Group will not be able to obtain more than two-thirds of the votes. ”

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

Wade Shi Yahuai nodded heavily: "I understand." ”

......

While Shi Yahuai's uncle and nephew were in close consultation, Weiri rushed back to Jiuding Building and came to Xia Yu's office after meeting the seven independent directors of Cathay Pacific Airways for a preliminary time.

"Chairman, I'm back. ”

"Sit down, things are going well, right?"

"It's going well, it's all under control, Fan Keming and Zhang Dasheng have fallen to our side, and now the key is the position of the seven independent directors. ”

Speaking of which, Verry took a sip of tea to moisten his throat and recounted what happened at this morning's Cathay Pacific shareholders' meeting.

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

Then Xia Yu changed his words and said: "But the attitude of the seven independent directors, how do you feel after the initial contact?"

Verry thought for a moment and replied: "According to the situation just contacted, there are four independent directors who have a friendly attitude, and the other three independent directors have a vague attitude, and these three need to focus on work. ”

Xia Yu nodded, and ordered with a serious expression: "In the next two days, you will make every effort to contact these seven independent directors, and I will give you whatever support you want, and try to ensure that none of them will be present at the temporary board of directors after three days, and vote in favor." ”

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

"In any case, at the interim board meeting in three days, Wade Shi Yahuai's chairmanship must be removed and replaced by you, understand?"

Verry nodded solemnly and replied respectfully, "I understand!"

......

Xia Yu and Weiri chatted for a while, and then Weiri left in a hurry.

Seeing Weiri's back go away, Xia Yu leaned back on the sofa and thought about it.

In accordance with Cathay Pacific's Constitution, Cathay Pacific's Board of Directors is fixed at 26.

Swire now holds seven seats on the board but has eight votes.

As long as the seven independent directors are caught this time and they are on the same page as Weiry on the board in three days' time, then Weiry will have 19 of the 27 votes, which is more than 70 percent, enough to kick Wade Shi Yahuai from the chairmanship.

Then the re-election, after Verry successfully sat down, the vote of the chairman position will be transferred from Swire Aviation to Jiuding Industrial Group.

Under these circumstances, even if one of the seven independent directors is not aware of the current affairs, it will not affect Weiry's control of the board.

At that time, we will seize the time to continuously dilute Swire Airways' shareholding through the private placement proposal, and Jiuding Industrial Group's control over Cathay Pacific will become more and more stable.

As long as the plan is implemented smoothly and Cathay Pacific is controlled, the listed company of Xiangjiang Aircraft Engineering Company will naturally be in the bag.

By that time, Swire Airlines had lost control of Cathay Pacific, Heung Kong Airport Ground Handling and Heung Kong Aircraft Engineering, which was a chicken rib for the Swire consortium.

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

"If someone is publicized by the Shi Yahuai family, on the surface, they are vain with me, and if they arrive three days later and suddenly turn back, it will be a little trouble......"

Thinking of this, Xia Yu got up from the sofa, came to the desk and sat down, picked up the phone on the left-hand side, and dialed a secret number.

After the phone was connected, Xia Yu immediately instructed on the other end of the microphone: "Continue to keep an eye on the seven independent directors of Cathay Pacific, the Shi Yahuai family will definitely find them in the next few days, I want to know the content of each of their conversations, and at the same time step up the collection of black materials of these seven independent directors......"

"Smack!"

After hanging up the phone, Xia Yu sat in his position for a while, raised his hand and looked at his watch, and found that it was only twelve and three minutes, and there were still more than twenty minutes before the stock market closed at half past twelve.

He got up decisively, went downstairs and took a car to Jiuding Securities.

PS: Ask for votes