The withdrawal from traditional industries is the purpose of Guan Yuntian's decision to package the three well-functioning traditional industrial sectors through backdoor listing and gradually reduce equity holdings after the lifting of the ban according to the development of the situation, after careful consideration, and through the full discussion of the board of directors of Changda Group Company.

In the face of the current situation of Changda Holdings, a listed company, all small shareholders hope that the king will return, and they sincerely look forward to the return of Changda Group to control the situation, but Guan Yuntian's determination to break away from the traditional industry has been decided, and the shareholders of Changda Group will not go to the front again.

Some small and medium-sized shareholders asked Lao Ding: "Mr. Ding, after all, Changda Group still holds a certain amount of equity in listed companies, that is to say, it has not completely separated from Changda Holdings, are you just watching Lao Duan do whatever he wants?"

According to the shareholding ratio of Changda Group, now they only have two shareholder representatives, Lao Ding and Lao Xu, on the board of directors of listed companies. ”

"Isn't it just that some of the small shareholders have joined forces to form a force to snatch the position of the first shareholder? This method works, but it is not feasible; if you think about it, the small shareholders also have their own thoughts, who will be the representative when they join forces? Who will be the chairman of the board of directors if they pull Lao Duan down from the position of chairman of the board? These are all problems. ”

In addition to this method, there are other ideas, such as the establishment of a board of supervisors, which is also clearly stipulated in the articles of association of listed companies. Lao Ding said.

"yes! Why didn't you think of the role of the Supervisory Board?"

"In the past, in order to save administrative costs, and Ye Jiayi of Changda Group was the chairman, she practiced democratic management everywhere, and shareholders ignored the role of the board of supervisors. Now, you can propose the establishment of a board of supervisors, the shareholder representative of Fengyuan Mining Company has been appointed as the chairman of the board, according to the articles of association, the position of the chairman of the board of supervisors has nothing to do with them, the use of the board of supervisors, can supervise and restrain the behavior of the chairman of the board of directors. In this way, there will be no big fight. Lao Ding further explained.

"It's a good idea. Mr. Ding, if the board of supervisors is established, you can serve as the chairman of the board of supervisors in the name of the shareholders of Changda Group!"

"Forget it, on the one hand, since we have chosen to withdraw, we don't plan to participate in it again, otherwise, we will continue to be the largest shareholder and become the chairman, then there will be no such things, in addition, I also have a lot of affairs at hand, and I can't take care of the work of a listed company at all. "Unless Guan Yuntian instructs, no one can take the initiative to take the initiative to take the position of the shareholder representative of Changda Group, and Lao Ding is certainly no exception.

"There is no strong person to serve as the chairman of the board of supervisors, even if the board of supervisors is established, I am afraid that Lao Duan will not take it seriously, and we, the small shareholders, no matter who they are, speak too lightly. ”

"This has nothing to do with the weight of a person's words, the supervisory board is the body that supervises the day-to-day operation of the board of directors, acts in accordance with the law, and no matter who is the chairman of the supervisory board, the powers and functions of the institution will not change. Lao Ding explained.

"Theoretically, who knows what the actual situation is? But it can be tried. ”

"There should be no problem, if the supervision of the board of supervisors according to law does not work, then we can only take the road of shareholder union. ”

Under the appeal of several small and medium-sized shareholders, Lao Duan, chairman of Changda Holdings, convened a shareholders' meeting again, "Don't you have something to discuss? Lao Duan said angrily.

"Mr. Duan, thank you for convening the shareholders' meeting again

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。 According to the articles of association of listed companies, there is still a lack of a board of supervisors in the company's organizational structure, and we propose to establish a board of supervisors through elections. ”

"After so many years, why did you think of setting up a board of supervisors?

"We remember that Mr. Duan said at the last shareholders' meeting that at this time and that time, the company's senior executives implemented democratic management and democratic decision-making, and the shareholders were very satisfied with the work of the company's senior management. ”

"Don't think about saving administrative costs now?"

"Didn't I mention this time and that time, the company's management atmosphere was very good at that time, it can be said that the government is harmonious, but now it is different, compared with the waste in other aspects, the administrative cost of the board of supervisors is nothing. ”

"What do you think will happen if I were to use the chairman's veto power to veto this motion?" said Lao Duan defiantly.

"Mr. Duan, we remind you that the board of supervisors is the organizational structure that a joint-stock enterprise should have, and you have no right to veto our motion. "Minority shareholders are not giving an inch.

Even if Lao Duan is reckless, he does not dare to risk the condemnation of the world, if he really pushes the shareholders to be anxious, even if Lao Ding and other shareholder representatives of Changda Group do not participate, it is entirely possible for other shareholders to unite to launch a coup d'état and join forces to oust Lao Duan, after all, Changda Holdings is not entirely Lao Duan's own company.

Taking advantage of the break in the meeting, the assistant told Lao Duan that the board of supervisors is a body required by the regulatory authorities of listed companies, and if other shareholders bring the lawsuit to the regulatory authorities, they will also get support from above.

Lao Duan made a careful trade-off, and he thought that it was better to keep his position as chairman first, so he agreed to set up a board of supervisors on the spot at the meeting.

The small and medium-sized shareholders are ready to strike while the iron is hot, in case the old Duan changes his mind, "Mr. Duan, in order to improve work efficiency, we suggest that the members of the board of supervisors be elected now." ”

"That's your business, it's none of mine. ”

According to the articles of association, Lao Duan, as the chairman of the board of directors, no longer has the right to get involved in the members of the board of supervisors, and it is impossible for other shareholder representatives of Fengyuan Mining Company to become candidates for chairman of the board of supervisors.

The small and medium-sized shareholders unanimously elected Lao Ding and Lao Xu, the shareholder representatives of Changda Group, to preside over the election of the board of supervisors.

Lao Xu announced: "According to the articles of association, the existing board members can participate in the election of the board of supervisors, but do not have the right to be elected, that is to say, the board members cannot become members of the board of supervisors, in addition, the rest of the shareholder representatives attending the meeting today can become members of the board of supervisors." The Supervisory Board will eventually consist of nine members, and we will first conduct a secret ballot of one vote per person, either by voting for the candidate you want, or by voting for yourself, and then by determining the eighteen candidates for the primary election, and then by a margin election, and finally electing nine members of the Supervisory Board. ”

"Mr. Xu, how are these 18 candidates determined?" the shareholders asked.

"From the point of view of the largest number of votes, the top 18 delegates are the official candidates, and then a second round of voting is held, and the top nine delegates are the final members of the Supervisory Board. Lao Xu further explained the election rules.

After the ballot papers were made by the staff, they were distributed to each participant.

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According to Lao Xu's instructions, it was quickly completed.

After collecting the ballot papers, it took about 10 minutes to count the results of nearly 100 votes, and Lao Ding read out the 18 primary candidates and the number of votes they received in public.

This was followed by a second round of voting, which took less time because of the concentration of candidates, and the results were quickly counted after the ballots were collected again. People held their breath as they waited for Lao Ding or Lao Xu to read out the list of members of the board of supervisors.

The two rounds of elections, from the preparation to the final results, took less than an hour, and the process was efficient and transparent, and it was considered to be the greatest degree of justice under the prevailing conditions.

After reading out the list of members of the board of supervisors, Lao Xu discussed with Lao Ding, "There is still one last task that the shareholders have given us. ”

"What do you mean, the two of us are going to preside over the first meeting of the Board of Supervisors?"

"We have to elect the chairman of the supervisory board so that we can get rid of it completely. ”

So, Lao Xu and Lao Ding jointly convened the first meeting of the board of supervisors, "Everyone, Mr. Ding and I are actually not related to the board of supervisors, but entrusted by the shareholders, let us preside over the election of the board of supervisors, we have to start and finish, and finish things." Old Xu said.

"Although the members of the board of supervisors have been elected, they are still scattered, and there is no leader, so in order to facilitate the exercise of the duties of the board of supervisors, we have to elect a leader, that is, the chairman of the board of supervisors. Lao Ding said.

"In fact, the determination of the chairman of the board of supervisors is relatively simple, and there is no need for everyone to vote again, because according to the articles of association and general practice, the chairman of the board of directors is from the largest shareholder, and the chairman of the board of supervisors should naturally be the second largest shareholder of the company.

It turned out that the cutting-edge pharmaceutical company under Changda Holdings, which had been concentrating on the formula improvement and marketing of Chinese patent medicine in the past two years, had no time to take into account the equity change of the parent company.

After the completion of the merger and reorganization, Changda Group is the absolute majority shareholder of the listed company, when Xinrui Pharmaceutical Company was the second largest shareholder, a few years later, institutional investor Fengyuan Mining Company entered Changda Holdings, and the shareholding ratio gradually increased, while the original largest shareholder Changda Group, the shareholding ratio gradually decreased, until now, the equity is lower than Xinrui Pharmaceutical, down to the third place, just let the boss of Xinrui Pharmaceutical serve as the chairman of the board of supervisors, this result is also what Guan Yuntian hopes to see.

After a round of applause, Lao Ding said again: "Even if the task between me and Mr. Xu is completed, now I will hand over the work to Mr. Li, Mr. Li, please continue to preside over the meeting." ”

Due to the suddenness of the incident, Lao Li had no preparation, and Lao Ding asked him to preside over the meeting, which caught Lao Li a little off guard: "Mr. Ding, this, where should I start?"

"Hey, you are an old entrepreneur, you have seen a lot of the world, this thing can still stump you? After the company reorganized, it has been listed for three or four years, you must know the nature and scope of responsibilities of the board of supervisors, you are the chairman of the board of supervisors, to lead the members of the board of supervisors to work, first tell me your plan. ”

Lao Li calmed down, and then said: "The board of supervisors is a supervisory body established under the strong request of shareholders, although supervision does not mean to pick on the company's daily management, but in the face of the current situation, the board of supervisors does have a long way to go." It is natural that this work will offend people by supervising the actions of the management, but since the shareholders trust us, I hope that everyone will live up to the trust. ”

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