Early in the morning, the secretary of the board of directors reported to Liang Guotai the announcement of the exchange, and the news that Baoan shares increased its holdings of the company's shares by 15.89% through three wholly-owned subsidiaries in the secondary market.

This shareholding ratio is very close to the number of shares held by the largest shareholder. The wolf's heart of Bao'an shares has been revealed.

"It's finally time to come. Inform Attorney Xiao to come to my office. Liang Guotai instructed Secretary Dong.

Mr. Xiao is a lawyer by profession at a law firm, and the last time the board of directors discussed the acquisition of a company by Bao'an, the board members had no experience in such matters. At that time, the board of directors formulated two temporary resolutions, one of which was to report the acquisition of the company's shares by Baoan shares to the competent authorities. Two: Make a statement. But later, Liang Guotai felt that this matter needed to be guided by a professional, so he found lawyer Xiao from the law firm through a relationship, and after consulting with lawyer Xiao, Liang Guotai decided to hire lawyer Xiao as the company's legal counsel to deal with company-related matters in a timely manner.

Mr. Xiao came to the company, carefully studied the announcement of the exchange, and finally put forward three suggestions to Liang Guotai: first, to prevent Baoan shares from continuing to increase their holdings in the secondary market, so as to prevent the number of shares held by Baoan from exceeding the number of shares held by the largest shareholder and becoming the largest shareholder in fact. Second, hold a press conference to strongly express the company's attitude that the company will defend its shareholder position through all means, including anti-takeover and other measures. Third, when Baoan shares increased its holdings of Yanzhong shares in the secondary market to 5%, it did not make timely announcements, did not fulfill its announcement obligations, and there were procedural problems. We need to firmly grasp this problem, pursue it fiercely, and do not hesitate to rise to the legal level and force the management to intervene.

These three proposals are interlinked, and only through a three-pronged approach can the relevant interests of existing shareholders in the company be preserved.

Liang Guotai listened to Lawyer Xiao's suggestion and believed that the current situation could only be handled in accordance with Lawyer Xiao's suggestion. Because last time he reported this matter to the higher-level authorities, the higher-level authorities had an ambiguous attitude and did not make any statement. Privately, Liang Guotai learned through inquiries that the higher-level authorities believed that this was a market behavior and it was not good to intervene too much.

"How can we stop Baoan from continuing to increase its holdings of the company's shares in the secondary market?" Liang Guotai asked, because the market is free, as long as Baoan shares are willing, they can increase their holdings from the secondary market anytime and anywhere. There's nothing I can do to stop them from increasing their holdings.

"There's no good way to stop them from continuing to increase their stock holdings, and people are willful when they have money." Xiao reluctantly said: "But we can take other measures to raise the cost of acquisition in the secondary market." In order to reduce the pressure on the company from the increase in Bao'an shares. ”

"What measures?" Liang Guotai asked impatiently.

"That's my second suggestion, a press conference. Not only do we want to express our toughness, but we also want to let people know at press conferences that we will defend our controlling position at all costs. And to show you that we're already doing this. ”

"This。。。。。。 Is there any good way for everyone to feel it? "Leung Kwok Thai was very depressed.

"First of all, we want to build momentum and let everyone know that we are not alone, and our actions have been supported and recognized by many Shanghai companies, which will fully support the company's anti-takeover in all aspects such as capital and morality. Therefore, at the press conference, people from other listed companies can attend and express their support for us, which is the best momentum. ”

"I'll arrange this." Liang Guotai heard it and immediately agreed. As one of the old eight listed companies on the Shanghai Stock Exchange, Liang Guotai believes that there are still some thin noodles in these listed companies, and he can invite these companies to attend the press conference. What's more, it's just for them to show their attitude, and they don't need to actually fund and support it.

Second, the company announced that it is in talks with financial and securities consulting institutions and is ready to hire them as the company's securities advisers to be fully responsible for handling the reverse takeover. Preferably, this financial and securities consulting agency should be very well-known in the industry. In this way, everyone will believe it. ”

"Which one is suitable?" Liang Guotai usually has almost no contact with these financial and securities consulting institutions, so he doesn't know who to turn to.

"It's best not to look for it in China, now, as long as it is stained with Xiangjiang, everyone thinks that it is high, big and high, so it is best to find such a financial and securities consulting agency in Xiangjiang." Lawyer Xiao continued.

"Lawyer Xiao, are you familiar with it? If the relationship is good, it will be easy to do things at that time. Liang Guotai asked lawyer Xiao to recommend one for him.

"Okay, then I will recommend two companies for Mr. Liang to choose, one is Xiangjiang's Schroder Group, and the other is Xiangjiang Shengyuan Company. These two companies are relatively familiar with each other, and Mr. Liang can choose one of them as an anti-takeover consultant. Actually, Mr. Xiao was not familiar with these two companies, but he heard from a friend that Heung Kong had these two companies and was interested in developing in the mainland, so he recommended them to Leung Kwok-tai.

"Okay, then it's decided, both companies are hired as anti-takeover consultants for the company." Liang Guotai immediately clapped his head.

Lawyer Xiao did not expect that Liang Guotai decided to hire two companies as anti-takeover consultants at once, because in his plan, the anti-takeover is just a bluff, and there will be no real anti-takeover.

"If you do the play, you will do it all, and the two families are also invited, and the other family is also invited. Please be more able to express our determination in this matter. Liang Guotai made the final decision.

When Lawyer Xiao heard this, he was overjoyed, which gave that friend a big face.

"As for Bao'an shares, it increased its holdings of the company's shares to 5% in the secondary market, and did not fulfill the obligation to announce in a timely manner, which has clearly violated the "Interim Regulations on the Administration of Stock Issuance and Trading". I will fight back against this matter at the legal level and do everything in my power to prevent them from joining the board of directors of the company. ”

"What are our chances of winning on a legal level?" This is what Liang Guotai is most worried about.

"Because this is the first acquisition in the history of Huaxia Securities, all parties must attach great importance to it, and because everyone attaches great importance to it, it is not easy for everyone to draw conclusions. In fact, go through the legal process, just to put pressure on everyone, Baoan shares do not want us to go through the legal process, because once the legal process starts, this matter may have to go through several years, before the dust settles, Baoan shares can not exercise the power of the largest shareholder, this is the cost of time, they are the most unwilling to see the result.

We say that we must go through the legal process, so that we can take the initiative at the policy level outside the law. As long as we take the initiative at the policy level, we have a good chance of winning. In my opinion, this matter will only be dealt with within the scope of policy in the end, and will not rise to the legal level. ”

Lawyer Xiao is the first to say about the legal work he is familiar with. And told Liang Guotai that this matter is the most likely outcome in the future.

Liang Guotai knows that he can't stop Baoan shares from continuing to increase his holdings of Yanzhong shares in the secondary market, as long as Baoan shares are willing, it can become the company's largest shareholder at any time through the secondary market. Now the best result is that although Yanzhong shares have lost the status of the controlling shareholder, they firmly grasp the company's management power and actually control the company's daily operations.

Liang Guotai and Xiao discussed some details and felt that there were no mistakes. Liang Guotai reported the plan for counterattack to the leaders of the competent departments at a higher level, and Liang Guotai received another ambiguous reply, so Liang Guotai had no choice but to make his own decision and notify the news unit in Shanghai to hold a press conference tomorrow. The brother companies contacted by Liang Guotai all replied that they would arrange personnel to attend the press conference tomorrow.