Chapter 123 Articles of Association

After the small orange company entered the Shanghai market, the local local snake bumblebee immediately made a posture of confrontation and began to defend itself.

This way of self-defense is very interesting, they contacted several taxi companies, engaged in a door-blocking campaign, dozens of taxi drivers in the name of 'online taxi illegal, infringing on the legitimate interests of traditional taxi operators', the door of the small orange company blocked.

This argument is very valid on the table. The conflict between online taxi and traditional taxi business has never subsided, traditional taxi needs to apply for an operating license, pay a share of money, attach to the company, fulfill various obligations, and comply with many laws and industry regulations;

Most of the taxi drivers are full-time, relying on this industry to get a bite to eat, and the online taxi digs their way of life directly from the root, and it is strange that they are not in a hurry.

However, it is not good to block people's doors in a hurry. What kind of place is Shanghai? An international metropolis, one of China's main windows for opening up to the world, and a place of economic prosperity, where can such mass events survive?

Those who came in the morning were dispersed in the afternoon, and the heads of the two companies were called to talk.

When it comes to talking about eight words: law-abiding management, don't cause trouble.

This news spread in China and was quickly regarded as a laughing stock, and Zhao Zejun's 'mastermind behind the scenes' at this level just smiled.

Engaging in a mass movement in Shanghai? This kind of thinking is too outdated. Judging from the way the person in charge of exercising his ideology and ideas, Bumblebee is already behind the times, but online taxi-hailing is something that is at the forefront of the times, and it is expected that an outdated head can gain a foothold in the most cutting-edge industry and fight for a piece of the world? What are you kidding? Bumblebee showed its defeat at the beginning.

Aside from this, behind Xiao Tangerine is the Zezi system, behind the bumblebee, there are nothing more than a few local medium-sized enterprises in Shanghai, and the Zezi system does not need to use the power of the headquarters at all, and the energy of Shanghai Zeye Square alone is enough to compete with the other party's behind-the-scenes.

Some things have been doomed from the beginning, this world has long been not the era of reckless heroes, there is no sky behind him, where does the glory come from?

This is a trivial matter, Zhao Zejun just laughed when he heard it, he is now working with a group of legal experts and the core of Zeye to draft the articles of association of Zeye.

Before listing, there must be a perfect articles of association drafted in accordance with the relevant regulations, including a series of plain text such as business purpose, shares, shareholders' meeting, board of directors, distribution and audit system, etc., as the norms for the company's operation and management after listing.

In addition to the lawyers in the department, Zeye also drafted 12 top corporate law experts at a price of 10,000 yuan per hour.

The meeting was mainly presided over by Jiang Xuan, and Zhao Zejun listened from beginning to end, and on the afternoon of the third day, when the charter was almost about to take shape, Zhao Zejun spoke.

"Ladies and gentlemen, I have two questions. ”

Zhao Zejun knocked lightly on the table, and the conference room suddenly fell silent, and the core level of lawyers and experts put down the work at hand and looked up at Zhao Zejun.

First, after Zeye is listed in the future, can it adopt the method of AB shares. That is, the founder of the company has one veto power, or the power of one vote is equal to the power of N votes of other shareholders?

Second, can the directors of the board of directors be nominated by the founders instead of the shareholders, and can the directors whose terms of office have not expired be replaced?

These two questions are actually one question: after listing, can Chairman Zhao Zejun's control over the company still be maximized, in a word?

The changes in the Niu family touched Zhao Zejun a lot.

It is expected that after the listing, Zhao Zejun himself directly and indirectly controls about 40% of the equity, the company's 72 management team shares of about 7%, and the internal shares of employees about 2.5%;

In other words, theoretically, it is possible for Zhao Zejun to be knocked out.

But that's just the theory.

On the one hand, the founder of the company has a very high prestige and is trusted by all parties, on the other hand, only from the equity structure, 40% of the equity of a listed company is a giant number, almost unshakable.

40% is more than one-third of the shares, which means that without the consent of the shareholders, the board of directors of the listed company cannot change the company's articles of association, merger, reorganization and other major decisions that directly affect the overall situation of the company.

Coupled with the decision-making power of executives and employees to hold shares on behalf of others, Zhao Zejun's own decision-making power has exceeded 50%, and theoretically speaking, it is impossible to even be recalled.

There is only one situation: all over the world, senior executives, including Jiang Xuan and others, the entire shareholding employees of Zeye, all the strategic partners of Zeye, and all the shareholders who buy Zeye shares...... These people together create Zhao Zejun's rebellion, and Zhao Zejun's position may be threatened.

The idea that someone must control 51% of the company is a bit ridiculous in the eyes of industry insiders, and the above-mentioned 'rebellion' situation is obviously impossible.

Deyuan Group is an example, Niu Shengli is almost dead, and there are still a large number of people on his side.

In fact, with Zhao Zejun's control over Zeye, even if he does not hold shares, he also has the ability to make a decision on Zeye, this is a real estate empire created by him, for another person, shareholders do not agree, employees do not agree, partners do not agree, and maybe even the government will not agree.

I don't know where Zhao Zejun got such a big insecurity from.

However, a lawyer still replied: "Mr. Zhao, neither of these points will work." The stock markets in mainland China and Hong Kong do not support the AB-share model, and according to the relevant regulations of the mainland, directors must also be elected by a general meeting of shareholders. ”

Internet companies can be listed overseas, but real estate companies are different, and like all domestic real estate companies currently listed, Zeye can choose only two listing locations, mainland China and Xiangjiang. It's an unwritten rule, and the reasons don't need to be detailed.

Zhao Zejun thought for a while, "Can that be a poisonous pill plan?"

The so-called poison pill plan is a general term for a type of anti-takeover means, and the ideal weapon against hostile takeovers: once an unapproved party acquires a large amount of shares in the target company, the poison pill plan will be activated, and all other shareholders have the opportunity to buy new shares at a low price, resulting in a flood of new shares in the market, which greatly dilutes the acquirer's equity, and then makes the acquisition costly, so as to achieve the purpose of resisting the acquisition.

It's not a conspiracy, it's a conspiracy that can be written into the company's articles of association, and more than 2,000 companies in the United States have such tools.

As soon as these words came out, the lawyers present understood Zhao Zejun's true intention: to prevent a hostile takeover after listing.