Fortunately, Lao Zhu said it in advance, otherwise, according to Guan Yuntian's meaning, Ye Jiayi would go to the main station in advance to settle the bill. Guan Yuntian knew the economic situation of Kaiyuan Company, and their asset appraisal fees were paid by Changda Group, Guan Yuntian really couldn't bear to let them break the bank, and when he agreed with Lao Zhu on the phone about this meeting, he repeatedly stated that he would take care of his own accommodation.

The members of the board of directors of Kaiyuan Company, headed by Lao Zhu, are also a group of hospitable people, although the unit cannot afford to pay for hospitality, they decided to pay out of their own pockets and also pool money to receive guests from Changda Group.

The reception banquet that night fully reflected the intentions of both parties, the dishes arranged by Lao Zhu were of high grade enough to fully express the host's intentions, while Guan Yuntian resolutely refused to drink high-end liquor, he was strict and economical, opposed extravagance, and did not want to increase the burden on the host.

......

At nine o'clock in the morning of the next day, the driver Guan Yuntian and other three people received the office building of Kaiyuan company, they first went to the office of the chairman of the board of directors Lao Zhu, after the two sides said hello, Lao Zhu took the guests to the company's conference room, and other members of the board of directors of Kaiyuan company were waiting inside.

From the interior and exterior decoration of the office building, to the furnishings of the conference room, it can be seen that Kaiyuan Company is indeed an old enterprise, this five-story small building, the exterior wall paint has been mottled off, there is no elevator inside, including stairs, corridors and interiors, are terrazzo floors, such a style can be traced back to at least 20 years ago. The rectangular conference table was also a bit old, with a faded brown top that looked like it had been purchased a decade ago.

The guests and hosts sat down face to face on both sides of the conference table, and the staff served hot tea to each guest, Lao Zhu first said: "More than two months, finally waiting for today, here, I propose that all members of the board of directors of Kaiyuan Company express the warmest welcome to the arrival of the three leaders of Changda Group!"

After a round of applause, Lao Zhu continued: "The three leaders of Changda Group made a special trip to discuss the restructuring of Kaiyuan Company. Mr. Guan, where do you think we should start?"

Guan Yuntian said indifferently: "The guest is as he pleases, Mr. Zhu thinks it is more appropriate to start with somewhere, and we will follow." ”

"Well, let's ask our Mr. Huang to explain the proportion of equity after the reorganization according to the asset evaluation. ”

Turning over the information prepared in front of him, Lao Huang said: "Let me first state one thing, regarding the equity held by retail investors and institutions, we use the average stock price of Kaiyuan Company in the ten trading days before it was suspended, I wonder if the three leaders of Changda Group recognize this?"

"The average share price of the 10 trading days prior to the suspension...... I remember that when Changda Group restructured Xinrui Pharmaceutical, it was based on the valuation of the day before the suspension. "Guan Yuntian said.

"Regarding this matter, we called the regulatory authorities to consult, and the reply we got was that ten years ago, it was indeed the same as Mr. Guan said, based on the stock price on the day before the suspension, and in order to take care of the interests of retail investors and institutional investors to the greatest extent, the regulator has now changed this rule to the average trading price of the stock in the ten days before the suspension. This is the original record of the trading of Kaiyuan company's shares in the ten days before the suspension that we called up from the computer, and we ask the three leaders to look at it. Lao Huang handed over a stack of printer paper.

Guan Yuntian flipped through it casually, handed it to Ye Jiayi, and finally passed it to Lao Ding. Kaiyuan company has been poor performance for many years, the stock price has long fallen below the issue price, from the data shown, the average stock price of the ten days before the suspension, and the trading price of the day before the suspension is basically the same.

"Now that the regulator has changed the rules, there's nothing more to say, so let's go on. "Guan Yuntian said.

According to this principle, the equity held by retail investors and institutional investors, as well as the evaluation of the asset value of Changda Group and Kaiyuan Company by third-party institutions, after the reorganization, the equity structure of the new listed company is as follows: Changda Group has become the largest shareholder with 45.6% of the equity, Kaiyuan Company has 15.5% of the equity, which is the second largest shareholder, and three institutional investors, accounting for 7.3%, 6.8% and 6.5% respectively, and the rest of the equity is held by retail investors. ”

Although institutional investors and retail representatives were not present, the total equity of the two of us accounted for more than 60 percent, and according to the rules of procedure of listed companies, more than 50 percent of the equity can decide the company's daily affairs. Mr. Guan, should we first determine the structure of the board of directors of the new company?" said Lao Zhu.

"Yes, for a new company to operate, it must first have a management organization, so let's talk about your vision. "Guan Yuntian said.

"Now that Changda Group has become the largest shareholder, you are the holding unit, and it is best for you to come up with a plan. Lao Zhu excused himself.

"Actually, it's nothing, it's a discussion anyway, it doesn't matter who gets the plan. ”

Lao Zhu thought for a while, "It's okay, isn't the purpose of this meeting to negotiate some details of the reorganization process." The board of directors is generally composed of four, seven, nine or eleven members, after the reorganization, the share capital has become larger, the equity is more complex, and it is obviously not appropriate for the board of directors to be less than seven, and I think the board of directors of the new company should be composed of nine or eleven people. ”

"Yes, for such a large company, the management body of less than seven people is obviously a bit small, but do you think there should be a board of nine or eleven people?" Guan Yuntian said.

Kaiyuan's equity in the new company is only 15.5 percent, of course they want the new company's board of directors to be composed of more members, but through a simple calculation, it is known that whether the new board of directors is composed of nine or eleven members, the number of Kaiyuan companies into the new board of directors will not reach two, which makes them a little entangled, "Mr. Guan, how many people will be composed of the new board of directors, or you decide." ”

Guan Yuntian knows why Kaiyuan Company is entangled, but the reality is in front of him, their equity proportion is very embarrassing, even if eleven board members are set up, the number of seats for Kaiyuan Company to enter the board of directors is only one and a half.

So, Guan Yuntian said bluntly: "Mr. Zhu, friends, let's open the skylight and say something bright, maybe you have also calculated, whether it is a board of nine or eleven people, the number of seats on the board of directors of Kaiyuan Company is only about one and a half, I want to say that this is really unfair to you, but the proportion of equity cannot be changed." If you can talk to institutions or retail investors, if they can make some concessions, Kaiyuan may be able to get two seats on the board. ”

Lao Zhu nodded helplessly, "Yes, fifteen percent of the equity, a lot less, not too much, a little embarrassing." Mr. Guan, how many people do you think is appropriate to set up a board of directors?"

"In order to improve work efficiency and reduce the company's administrative costs, I feel that it is enough to have a board of directors with a maximum of nine people! In order to fully take care of the interests of Kaiyuan, I propose to separate the number of board members from the voting rights. "Guan Yuntian said.

The participants on the other side, including Lao Zhu, looked at Guan Yuntian in unison, "The voting rights are separated from the number of board members, can Mr. Guan make his meaning clearer?"

"For example, even though Kaiyuan has only one member on the new board of directors, the vote cast by this member represents 15.5 percent of the equity, which is the same as the equity share, and so on, do you think that's fairer?" Guan explained.

"Well, that's a good way! Otherwise, as is usually done, using the voting numbers of the board members to represent their respective rights and interests, our Kaiyuan company will be too much of a loss! Mr. Guan is indeed thoughtful, but in the future in the decision-making process of the board of directors, the decision-making process of major matters may be more complicated. ”

"There is no way, for the sake of fairness, the procedure can only be more complicated. "Guan Yuntian said.

During the negotiation on the same day, the chairman and general manager were also determined according to the proportion of equity and relevant rules.

Although Kaiyuan Company only accounts for 15.5 percent of the total share capital, in terms of single shareholding, they are the second largest shareholder and the old owner of the new company.

Although these matters will have to wait until the new company is formally established and the new board of directors is formed, with the absolute controlling stake of Changda Group and more than 60% of the voting rights of the two companies, it can be expected that all the matters discussed on the day will be successfully passed in the new board of directors.

With the management structure of the new company, in the next negotiations, the two sides will focus on the future operation and management, after all, the success of the reorganization is one thing, and after the reorganization, whether the company can be operated well is another matter, which is a test for both parties.

Guan Yuntian first talked about the pension project of Changda Group in the provincial capital, "This does not have to worry about everyone, the second phase of the pension project is about to start construction, and the project land and construction funds have long been planned, and there is no need for any investment from listed companies." ”

"Now that the restructuring has been completed, the re-listing report has been submitted to the regulatory authorities, and it is expected that it will be approved in a maximum of ten days and half a month, and then it can be financed in the stock market. "Old Zhu Dao.

On the one hand, we must keep our word and do what we say, and in addition, the construction funds for the second, third, and fourth phases of the project have been prepared for a long time, and the funds are sufficient, and then we will go to the secondary market for financing, and the extra money will not be used for the time being, and we can no longer put the financing of the stock market in the bank to eat interest! It is not wise to do so. "Guan Yuntian said.

The latter sentence stimulated Lao Zhu's sensitive nerves, when Kaiyuan Company was listed, the financing in the stock market had to be deposited in the bank because there was no suitable project to match it. Guan Yuntian warned everyone not to repeat such mistakes.