Fortunately, Lao Zhu said the words first, otherwise, according to Guan Yuntian's intention, Ye Jiayi would go to the front desk to settle the bill in advance. 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 spend money. When he agreed on the phone with Lao Zhu, he repeatedly stated that he would take care of his own food and accommodation.

The members of the board of directors of Kaiyuan Company, led by Lao Zhu, are also a group of hospitality. Although the unit cannot provide the hospitality fee, they decided to pay for it individually and raise money to receive guests from Changda Group.

The welcoming banquet that night fully reflected the intentions of both parties. The dishes arranged by Lao Zhu were of high quality and fully expressed the host's wishes. Guan Yuntian firmly refused to drink high-end liquor. He practiced ruthlessness, opposed extravagance, and was unwilling to add burden to the host.

......

At nine o'clock the next morning, the driver took Guan Yuntian and the other three to the Kaiyuan Company office building. They first went to the office of Chairman Lao Zhu. After both parties said hello, Lao Zhu brought the guests to the company's conference room. Other members of the Kaiyuan Company's board of directors 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 company. This five-story building has mottled and peeled off the exterior paint, and there are no elevators inside, including stairs, corridors and interiors, all of which are terrazzo floors. This style can be traced back at least twenty years ago. The rectangular conference table is also a bit old, and the brown tabletop has faded, and it looks like it should be an item purchased ten years ago.

The guests and hosts sat down face to face on both sides of the conference table, and the staff brought steaming tea to each guest. Lao Zhu first said: "It's been more than two months, and I finally waited until today. Here, I suggest that all members of the board of directors of Kaiyuan Company express their warmest welcome to the arrival of the three leaders of Changda Group!"

After a burst of applause, Lao Zhu continued: "The three leaders of Changda Group made a special trip to discuss the restructuring of Kaiyuan Company. In order to speed up the progress, let's get back to the point. Mr. Guan, where do you think we should start?"

Guan Yuntian said calmly: "The guest follows the host's will. Mr. Zhu believes that it is more appropriate to start from where to start, and we will follow."

"Okay, let our Mr. Huang explain the share of the reorganized equity based on the asset appraisal."

Looking through the information prepared in front of him, Lao Huang said: "I will first declare one thing. Regarding the equity held by retail investors and institutions, we use the average stock price of Kaiyuan Company ten trading days before it was suspended. I wonder if the three leaders of Changda Group agree with this?"

"The average stock price in the first ten trading days of suspension..., I remember that when Changda Group reorganized Xinrui Pharmaceutical, it was based on the valuation the day before suspension." Guan Yuntiandao.

"We called the regulatory authorities for consultation on this matter, and the reply we received was that it was exactly the same as Mr. Guan said ten years ago. Based on the stock price the day before the suspension, in order to maximize the interests of retail investors and institutional investors, the regulator has now changed this rule to the average trading price of stocks ten days before the suspension. This is the original record of the trading of Kaiyuan Company stocks we pulled out from the computer in the ten days before the suspension. Please check it out by three leaders." Lao Huang handed over a stack of printed paper.

Guan Yuntian flipped it casually and handed it to Ye Jiayi, and finally passed it to Lao Ding. Kaiyuan Company has been poor in its performance for many years.

, The stock price has long fallen below the issue price. Judging from the data displayed, the average stock price in the ten days before the suspension is basically the same as the trading price in the day before the suspension.

"Since the regulatory authorities have changed the rules, there is nothing to say, Mr. Huang will continue." Guan Yuntiandao.

"The equity held by retail investors and institutional investors determined in accordance with this principle, as well as the evaluation of the assets of Changda Group and Kaiyuan Company by third-party institutions, after the restructuring, the equity structure of the new listed company is as follows: Changda Group has become the largest shareholder with a share of 45.6% of the equity, and Kaiyuan Company's equity is 15.5%, making it the second largest shareholder. There are three other institutional investors, each accounting for 7.3%, 6.8% and 6.5% respectively, and the remaining equity is held by retail investors."

"Mr. Huang reported on the equity structure of the new company. Congratulations to Changda Group for becoming the largest shareholder! Although institutional investors and retail investors are not present, the total equity of our two companies accounts for more than 60%. According to the rules of procedure of listed companies, more than 50% of the equity can determine the company's daily affairs. Mr. Guan, should we first determine the board structure of the new company?" Lao Zhu said.

"Yes! To operate a new company, it must first have a management organization. Let's talk about your ideas." Guan Yuntiandao.

"Now Changda Group has become the largest shareholder. You are the controlling unit. It is better for you to come up with a plan." Lao Zhu refused.

"Actually, it's nothing. It's just a discussion, it doesn't matter who takes the plan."

Lao Zhu thought about it, "Okay, the purpose of this meeting is to negotiate some details of the restructuring process. The board of directors is generally composed of four, seven, nine or eleven members. After the restructuring, the capital becomes larger and the equity is complicated. It is obviously inappropriate for the board of directors to be less than seven. I think the board of directors of a new company should be composed of nine or eleven people."

"Yes, such a large company, the management organization with less than seven people is obviously a bit small, but do you think it should be a director organization with nine people or eleven people?" Guan Yuntiandao.

Kaiyuan's equity share in the new company is only 15.5%. Of course, they hope that the new company's board of directors will be composed of more members, but through simple calculations, it can be seen that no matter whether the new board of directors is composed of nine or eleven members, Kaiyuan's number of people entering the new board of directors is less than two, which makes them a little confused. "Mr. Guan, it's up to you to decide how many people the new board of directors is composed of."

Guan Yuntian knew why Kaiyuan Company was confused, but reality was in front of him. Their equity share was very awkward. Even if eleven board members were set up, Kaiyuan Company had only one and a half places to enter the board of directors.

So, Guan Yuntian said bluntly: "Mr. Zhu, friends, let's open the skylight and say something. Maybe you have calculated that whether it is set up a board of directors with nine or eleven people, Kaiyuan Company's quota for board of directors is only about one and a half. What I want to say is that this is indeed unfair to you, but the shareholding ratio cannot be changed. If you can communicate with institutions or retail investors, if they can make some concessions, Kaiyuan Company may have two places on the board of directors."

Old Zhu nodded helplessly, "Yes, 15% of the equity is much less, but not much more, which is a bit embarrassing. Mr. Guan, do you think it is more appropriate to set up a board organization for how many people do you think it is more appropriate to set up a board organization.

Woolen cloth?"

"In order to improve work efficiency and reduce the company's administrative costs, I think it is enough to set up a board organization with up to nine people! In order to fully take care of the interests of Kaiyuan Company, I suggest separating the number of board members from the voting rights." Guan Yuntiandao.

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

"For example, although Kaiyuan has only one member on the new board of directors, the vote voted by this member represents 15.5% of the equity, the same proportion as equity. And so on, do you think this is more fair?" Guan Yuntian explained.

"Well, this is a good idea! Otherwise, as usually done, we, Kaiyuan, would be a loss to represent our respective rights and interests by using the number of voters of the board of directors! Mr. Guan is indeed thoughtful, but in the future, the decision-making process of major matters may appear more complicated in the decision-making process of the board of directors."

"There is no way, for fairness, the procedures can only be more complicated." Guan Yuntiandao.

During the negotiations on the same day, the candidate units for chairman and general managers were also determined based on the equity share ratio and relevant rules.

As the largest shareholder, Changda Group became the candidate unit for the chairman of the new company without any objection. Although Kaiyuan Company only accounts for 15.5% of the total share capital, in terms of single equity, they are the second largest shareholder and the old owner of the new company. Changda Group naturally nominated Kaiyuan Company as the candidate unit for the general manager of the new company.

Although these matters will be confirmed after the new company is officially established and the new board of directors is born, with the absolute controlling stake in Changda Group and the voting rights of the two companies, it can be expected that all the matters discussed on the new board of directors will be successfully passed on.

With the management structure of the new company, in the following negotiations, both parties focused their main energy on future business management. After all, successful restructuring is one thing, and whether the company can be managed well after restructuring is another matter. This is a test for both parties.

Guan Yuntian first talked about Changda Group’s pension project in the provincial capital. “No need to worry about this. The second phase of the pension project is about to start construction. The project land and construction funds have been planned for a long time, and no investment from listed companies is required.”

"Now that the restructuring has been completed, the report on the relisting has been submitted to the regulatory authorities. It is expected to be approved in up to ten days and half a month. Then, financing can be carried out in the stock market. Mr. Guan said, does the second, third and fourth phases of the pension project there really need to be financing? The financing cost of the stock market is not high." Lao Zhu said.

"When it comes to the point, the provincial capital projects are definitely not financing the stock market. On the one hand, you must be trustworthy and do whatever you say. In addition, the construction funds for the second and third phases of the project have been prepared and sufficient funds. Then you go to the secondary market to raise funds. The extra money has no use for the time being. You can no longer put the stock market financing in the bank for interest! It is not wise to do that." Guan Yuntiandao.

The latter sentence stimulated Lao Zhu's sensitive nerves. When Kaiyuan Company went public, it had no suitable projects to support the financing of the stock market, so it had to deposit a large amount of funds in the bank. Guan Yuntian warned everyone not to repeat such mistakes.
Chapter completed!