章節 996: Chapter 996: Behind-the-scenes confrontation
"You guys take a break at the company for now, I have to go up there for something!'
As soon as he returned to Swire Pacific, Wade Shi Yahuai said to the seven directors of the original Cathay Pacific Airways who had returned with him.
After saying this, he hurriedly got into the elevator, leaving the group of people who were looking at each other in dismay and in a low mood.
Soon, Wedgwood Schiawase found his uncle Norman Schiawase.
Seeing his nephew enter with a gloomy look, Norman Schiawase suddenly got up and immediately asked with concern, 'Wedgwood, what's the situation?'
Wedgwood Schiawase finally had an outlet for his pent-up frustration and bitterness, and he told his uncle endlessly.
'Uncle, the situation at Cathay Pacific is now extremely critical. Jinding Industrial Group really does hold 54% of Cathay Pacific's shares. Today, Wei Li of Hutchison Whampoa came to the meeting in his capacity as vice president of Jinding Industrial Group. He removed the seven directors belonging to our Swire Pacific at the shareholders' meeting, and...'
Norman Siyahu listened quietly. Although what his nephew was saying made him very angry, he still tried his best to remain calm.
'...Uncle, we now have less than three days left. If we lose the board of directors, then we will be at Xia Yu's mercy.'
After saying this, Wade Shijiawei stared straight at his uncle Norman Shijiawei, waiting for his instructions.
At this time, Norman Shijiawei's brow was already knitted into a frown.
Wei Li's series of attacks had pushed them to the brink. If an effective rescue measure was not found, Cathay Pacific would be completely lost, even if they still held 37% of the equity.
And the consequences would not be limited to this.
Once Cathay Pacific was lost, Hong Kong Aircraft Engineering Company, which was currently fiercely contested in the stock market, would also be lost. Even if Swire Finance snatched up all the public shares still circulating in the stock market, it would be useless!
Judging from the instant betrayal of Hong Kong Aircraft Engineering Company's resident director, Fan Keming, as described by Wade Schiawai, the shareholding ratio of Hong Kong Aircraft Engineering Company held by Jiuding Industrial Group is definitely not low!
After a long silence, Norman Schiawai said to his nephew, 'Wade, tell me in detail about the board structure and changes of Cathay Pacific Airways, as well as Cathay Pacific Airways' Articles of Association.'
After a moment's thought, Wade Shiyahuai gathered his thoughts and said, 'Uncle, originally there were 26 seats on the board of directors, including 19 equity directors (also known as ex officio directors) and 7 independent directors.'
'Of the 19 equity directors, since we, Swire Pacific, originally held 42%, there were 8 equity directors, including me.'
'HSBC held 20%, and had 4 equity director seats.'
'The Soong family holds 16%, and has three seats on the board.'
'Standard Chartered Bank holds 13%, and has two seats on the board.'
'Hong Kong Airport Services holds 5%, and has one seat on the board.'
'Then there is Hong Kong Aircraft Engineering Company. Although its shareholding is only 4%, in order to better control the company, I gave Hong Kong Aircraft Engineering Company the rights to the additional 2% stake in Swire Pacific, so it also has one seat on the board.'
'Because the number of directors' seats is an even number, it is already stipulated in the company's Articles of Association that the chairman of the board has an additional vote.'
'Therefore, among the 19 equity directors, there are a total of 20 votes. We were previously able to directly control 11 votes, which accounted for 40% of the total 27 votes of the entire board of directors.'
'And in order to firmly control the company, the company's Articles of Association also clearly stipulate that the chairman of the board of directors must be elected by a vote of the board of directors and requires more than two-thirds of the votes to be elected. It also requires two-thirds of the votes to be overturned before the term of office is over.'
'But now our Swire Pacific Aviation holdings in Cathay Pacific Airways have dropped by 5%, and in fact we have lost a director's seat. Coupled with the betrayal of Frank Ming and Zhang Dasheng, there are now only eight votes that can truly agree with us 100%, including the additional vote I have as the chairman of the board!
'If we Swire Pacific had not transferred the 5% stake and lost a seat, or if Cheung Tat-sang and Fan Kuming had not betrayed us, then with all the other votes opposing each other, we would still have just over one-third of the votes.'
'But now...'
At this, Wade Schiaway lowered his head in self-reproach, regretting it deeply.
If only he hadn't swapped the 5% stake in Cathay Pacific for a stake in Dongfeng Airlines, this situation would never have arisen.
Unfortunately, there was no use for regrets now that it had.
Back to the matter at hand.
In Cathay Pacific's Articles of Association, it was clearly stipulated that important proposals such as the company's increase or reduction of registered capital, private placement of shares, issuance of bonds, and amendments to the Articles of Association, etc., required the approval of more than two-thirds of the directors present at the meeting.
Even if it is just two-thirds, it is not enough, it is explicitly required to exceed.
Therefore, if Wade Shijiahuai controls one-third of the votes, he can firmly block all major proposals, including the proposal to remove him as chairman of the board before the end of his term of office.
Of course, most companies are different from Cathay Pacific Airways. The election and removal of the chairman of the board only requires a majority of the votes of the board of directors. If it is written in the Articles of Association that two-thirds of the votes are required, it is a different matter.
Swire Pacific originally had a tight grip on Cathay Pacific, but unfortunately Norman Shiawei was careless. He didn't expect Xia Yu to secretly control Hong Kong Airport Ground Services and Hong Kong Aircraft Engineering.
The loss of a seat and the betrayal of two subordinates at the same time plunged Swire Pacific into a difficult situation.
'But there is still a chance to fight back!'
Thinking of the seven independent directors, Norman Shijiawei's eyes narrowed, and a thought flashed through his mind.
'Wade, those seven independent directors are the key. In the time before the extraordinary board meeting, I will act together with you. As long as we can win over one independent director, or get one of them to abstain from voting, or get more than four independent directors to be absent from the board meeting, Jiuding Industrial Group will not be able to get more than two-thirds of the votes.'
'First, it is important to keep your position as chairman!'
Wei De Shiyahuai nodded emphatically: 'I understand.'
...
Just as the uncle and nephew were consulting closely, Wei Li hurried back to the Jiuding Building after an initial meeting with the seven independent directors of Cathay Pacific, and arrived in Xia Yu's office.
'Chairman, I'm back.'
'Sit down and talk. Did everything go well?'
'Very smoothly. It's all under control. Frank Ming Fan and Da-sheng Zhang have already switched sides. The key now is the position of the seven independent directors.'
With that, Wei Li took a sip of tea to moisten his throat and recounted what had happened at the Cathay Pacific Airways shareholders' meeting this morning.
After listening to him, Xia Yu nodded slowly and said with satisfaction, 'Well done. The intended purpose of the plan has basically been achieved.'
Then Xia Yu changed the subject and said, "But what do you think of the attitude of the seven independent directors after your initial contact?'
Wei Li thought for a moment and replied, "According to the situation just now, the attitude of four independent directors was relatively friendly, while the attitude of the other three was very ambiguous. These three need to be focused on.'
Xia Yu nodded, his expression serious, and commanded, 'Over the next two days, you will do your best to contact these seven independent directors. I will give you whatever support you need to ensure that after three days, they will all be present at the extraordinary board meeting and vote in favour of the motion.
'If there is one or two diehards, then let them not show up.'
'In any case, at the extraordinary board meeting three days from now, the chairman position of Weid Shijiahuai must be removed, and you will take the stage. Understand?'
Wei Li nodded emphatically and respectfully replied, 'I understand!'
...
Xia Yu and Wei Li chatted for a while, and then Wei Li left in a hurry.
As he watched Wei Li's back recede into the distance, Xia Yu leaned back on the sofa and pondered.
According to Cathay Pacific's Articles of Association, there are a fixed 26 director seats on the airline.
Currently, Swire Pacific owns seven director seats, but has eight votes.
If they can seize the seven independent directors this time and make them agree with Welly at the board meeting three days later, then Welly will have 19 votes out of 27, which is more than 70%, and he will be able to kick Wade Schiaway off the position of chairman.
Then there will be another election, and after Welly succeeds in taking the position, the vote that comes with the position of chairman will be transferred from Swire Pacific to Jiuding Industrial Group.
In this case, even if one of the seven independent directors turns against him later, it will not affect Wei Li's control of the board of directors.
At that time, seize the time to pass the private placement proposal, and continuously dilute Swire Pacific's shareholding ratio. The control of Jiuding Industrial Group over Cathay Pacific will become more and more stable.
As long as the plan is implemented smoothly and Cathay Pacific is controlled, the listed company Hong Kong Aircraft Engineering Company will naturally be in the bag.
At that time, Swire Pacific, which had lost control of Cathay Pacific, Hong Kong Airport Ground Services and Hong Kong Aircraft Engineering Company, would be a mere afterthought for the Swire consortium.
'The attitude of those seven independent directors...'
'If someone is being manipulated by the Sze family and pretends to be cooperative with me, but then suddenly turns against me after three days, that would be a bit of a problem...'
Thinking about this, Xia Yu got up from the sofa, went to his desk, sat down, picked up the phone on his left and made a secret phone call.
After the call was connected, Xia Yu immediately instructed the other end of the line, 'Continue to keep an eye on the seven independent directors of Cathay Pacific. The Sih Yaohuai family will definitely approach them in the next few days. I want to know the content of every conversation they have, and at the same time, step up the collection of dirt on these seven independent directors...'
'Click!'
After hanging up the phone, Xia Yu sat in his seat for a while, looked at his watch, and found that it was only 12:03, more than 20 minutes before the stock market closed at 12:30.
He got up decisively, went downstairs, and then took a car to Jiuding Securities.
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