The state of Vietnam had just gained independence and was still part of the French Federation, with no legislature such as Parliament, National Assembly or People's Congress, let alone a Company Law, only a few commercial regulations enacted and enforced during the colonial period.

The capital and asset structure of the industrial investment company is complex, it has some functions that only the government has, and at the same time bears the responsibilities and obligations that ordinary commercial companies do not need to bear, not to mention that those legal provisions are very colonial, even fairness and justice do not apply to industrial investment companies.

The Articles of Association were discussed for three and a half hours as the third topic.

The board of directors is determined to be the company's highest decision-making and regulatory body, and it will not be established, does not exist, let alone convene a general meeting of shareholders, and does not establish a board of supervisors that is generally established by companies in Western countries. The term of office of the board of directors is 10 years, and the chairman of the board is the largest shareholder.

If a member of the Board of Directors, including the Chairman, endangers the interests of the Company, the Board of Directors has the right to convene a vote of all directors to remove him. When entering the recall process, the board of directors shall immediately notify the management, government, church or third party represented by the person being removed, explain the reasons for the recall, and request the party to recommend a successor.

The transfer of equity by shareholders must be discussed and approved by the board of directors, and the transfer of equity by shareholders to persons other than shareholders must be approved by more than half of the board of directors; Directors who do not agree to the transfer shall purchase or have the transferred equity purchased by the party they represent, and if they do not do so, they shall be deemed to have consented.

Given that the issuance of bonds is the only channel for the company to raise funds in the future, it is difficult for the change of equity among shareholders to affect the controlling position of the current chairman and his family. If the chairman of the board of directors is removed and does not wish to be retained by a member of the Li family, the party requesting the removal must acquire the equity of the company wholly in proportion to its share of the total assets of the company at the time of the recall process.

Wu Andong is the only legal expert on the board of directors, and the company's articles of association naturally have to be written by him.

After reading this article he had just finished reading, he added it privately, and after reading it, he said with embarrassment: "Chairman, I'm very sorry, I think this article is very necessary, because the company may be criticized in the future." In particular, those Viet Minh elements with ill intentions will certainly make a big fuss about how the country's land is used and how the country's assets are allocated, so as to attack the government and Prime Minister Diem. ”

The government's free allocation of land and some assets to Chinese-controlled and Chinese-owned companies will indeed attract a series of criticisms. But his intentions will definitely not be so simple, perhaps it is the instruction of Dieh Dinh Yao.

Li Weimin waved his hand and smiled casually: "Mr. Dong doesn't need to be sorry, my brother is settling accounts, and there is nothing wrong with ugly words in front." ”

"Then the chairman thinks this article can be included in the company's articles of association?"

His idea was simple: if Ngo Dinh Diem could not solve the immediate difficulties, and the new government was overthrown by Nguyen Van Thanh or some other warlord, then the industrial investment company would also go bankrupt; If Ngo Dinh Diem had lived up to expectations and brought South Vietnam under control with the help of the United States, the government would have the financial resources to find an excuse to nationalize the industrial investment company, after all, such an important company could not always be in the hands of the Chinese.

He only did not think that the government would not collapse so easily, the country's economy would not develop so easily, and the South Vietnamese government would not be able to buy such a huge company in the next ten years.

Nationalism is everywhere!

Li Weimin sighed secretly and was about to say something, but Professor Anderson said first: "Mr. Dong, you have obviously forgotten what kind of company VIIC (Vietnam Industrial Estate Investment Company for short) is. I'm not an economist or a successful businessman, but I know VIIC is unlikely to be profitable in the next ten years.

If the bond sells well enough, it will even remain financially insolvent forever. In other words, as long as we, the directors, reach an agreement in private, we can remove Mr. Chairman and take possession of Mr. Chairman's shares without spending a penny. ”

If there is indeed such a possibility of a wholly-owned acquisition according to the share of the company's total assets, it will not only involve the interests of the brother-in-law, but also the interests of all overseas Chinese shareholders.

Wu Jingchen would not hesitate on such an important issue, stared at Wu Andong's eyes, and said half-jokingly: "Mr. Dong, if this article is included in the company's articles of association, then the board of directors will remove the chairman and acquire the chairman's equity." Not only does it not cost a penny, but it even needs to be posted upside down by Mr. Chairman. Because the company is a negative asset, Mr. Chairman, as the largest shareholder, should bear the debt corresponding to the shares, and he cannot just walk away. ”

Ma Anyi reacted and said expressionlessly: "The dividends are far away, and the legitimate interests are not guaranteed, it seems that I need to seriously consider whether to withdraw or not." ”

"And bonds!"

Huang Ziheng snorted coldly, put down the pen and paper, and said: "Mr. Dong, if you insist on writing this article into the articles of association, then I can only exercise the right of recall at the first board of directors, because I am responsible for the shareholders I represent, because you have seriously endangered the interests of the company." ”

Without the support of Chinese businessmen like them, and without the capital of Chinese businessmen, the industrial village project would not have been able to be carried out at all, and wouldn't this be a serious harm to the interests of the company?

Professor Anderson was unequivocally opposed, the chairman was silent, and the representative of the church watched from the wall.

Chen Shiguo realized that Wu Andong had caused a lot of trouble by making a hornet's nest, and hurriedly said: "Chairman, professors, gentlemen, Mr. Dong's article is really not considered, and I also oppose it. However, his concerns have some reason, whether it is for the development of the company or for the government, we must take into account the future public opinion. ”

Once the industrial village plan is rolled out, it will be reminiscent of "concessions" and "privileges", and from this point of view, their fears have some reason.

Li Weimin nodded slightly, and asked with a smile, "Mr. Guo has a better suggestion?" ”

"Chairman, I know what you have done for the country and the government, but I know that it is far from enough, in order to smoothly implement the plan you formulated, I propose to change the wholly-owned acquisition according to the share of the company's total assets to the acquisition according to the original capital contribution."

Before the company was officially operational, he wanted to recycle, Wu Jingchen was completely convinced, and reminded with his chin: "Mr. Guo, you are an economist!" ”

Chen Shiguo was stunned for a moment, and hurriedly added: "Factors such as inflation and currency depreciation should be taken into account when acquiring, and interest should be calculated according to the highest bank deposit interest rate in the same period." In short, the board of directors should fully consider the interests of shareholders at all times and under all circumstances. ”

The investment company did not intend to make money, but wanted to "launder money" in this way, and wanted to transfer the money earned in Vietnam abroad.

The government plays the government's big abacus, and the shareholders will also make their own small abacus.

Huang Ziheng suddenly found that the government's acquisition in the future was not a bad thing, and suddenly raised his head and said: "Mr. Guo, I don't have any opinion on the general direction, but the details should be taken into account, and it can't be so vague." For example, who calculates how much the currency has depreciated, such as according to which bank's highest deposit rate for the same period, such as how to settle the settlement, and whether the acquirer pays US dollars or local currency? ”

It was expected, and Ngo Dinh Yao had mentioned it more than once.

Li Weimin was not angry because of Wu Andong's reckless behavior, and he also did not feel betrayed because of Huang Ziheng's attitude, because this was not against him personally, but a game between the government and Chinese businessmen, not to mention that it involved real interests.

He remained silent, Chen Shiguo thought this was a tacit approval, and even agreed to more than a dozen conditions in one go, and Wu Andong wrote them into the company's articles of association one by one.

Too optimistic about the prospects of South Vietnam, Tran Shiguo succeeded in cocooning himself; The safety of the investment was guaranteed, the purpose of transferring assets was basically achieved, and now the acquisition is no problem, Wu Jingchen and the three of them got what they wanted, and another issue was unanimously approved.

Li Weimin understood, whether it was Wu Tingyan, his eldest brother and cousin, none of them could be relied on in the face of naked-naked-naked interests. At the same time, I am glad that I am so prescient, if the Chinese want to survive in Vietnam, they can only rely on the Nong people with the strongest sense of crisis, and they can only rely on those enthusiastic young people of the Chinese Youth Association.