There were only two of them. Lu Ming directly put his arms around his little girlfriend's waist and went to sit on the sofa. Suddenly he said with a wicked smile: "Say, what if your eldest brother knew that his biological sister was sitting on the lap of his mortal enemy?
How does it feel to go to the meeting? Is it exciting? Is it a surprise or not?”
Surprise? Damn, this is a shock!
An Yirou rolled her eyes at him angrily, and after a while she said with a resentful tone: "I wasn't like this before. Alas, I don't even know how to face myself anymore."
"Well, it seems that these days of training have yielded great results and made great progress!" Lu Ming said with a smile.
"You still said that!" An Yirou glared with a pretty face.
…
Anshi Group Headquarters.
"How much of a threat does Tiansheng Capital's 20% shareholding pose to the company's control?" The speaker was An Qilong, the current head of Anshi Group. At this moment, several legal lawyers of the company were conducting a comprehensive study.
"Chairman, although the An's Group's articles of association stipulate that a 30% shareholding ratio is required to become the controlling shareholder of the An's Group, in actual circumstances it is possible to do so without even needing 30%," said the leading lawyer.
Said: "Tiansheng Capital came prepared. I believe they had already figured out the loopholes in Anshi Group's articles of association before taking action."
There are rumors in the outside world that as long as Tiansheng Capital succeeds in its sixth bid, it will be able to acquire Anshi Group, a giant with assets of over 550 billion.
The statement that only 30% of the shares can control Anshi Group was originally quoted from Article 77 of its articles of association, that is, Article 77, the controlling shareholder mentioned in the previous article is a person who meets one of the following conditions:
(1) This person, acting alone or in concert with others, can elect more than half of the directors;
(2) When acting alone or in concert with others, the person can exercise more than 30% (inclusive of 30%) of the company’s voting rights or can control the exercise of more than 30% (inclusive of 30%) of the company’s voting rights;
(3) The person, acting alone or in concert with others, holds more than 30% (inclusive) of the company’s outstanding shares;
(4) The person, acting alone or in concert with others, de facto controls the company in other ways.
An Qilong immediately said: "Continue, what I want to know now is how much power Tiansheng Capital's equity can have on the board of directors?"
The leading lawyer flipped through the materials and documents, and after reading them he said: "In addition to the 20% stake, Lu Ming also holds 0.46% stake in Tiansheng Value Growth Hybrid Fund, totaling 20.46%. If you understand
It only has a weight and influence of 20.46%, which is a serious misunderstanding of voting rights, especially voting rights under the cumulative voting system."
"The voting rights of the shareholders' meeting are not based on the entire public share capital as the voting base, but on the shares with voting rights present at the meeting as the voting base. Coupled with the cumulative voting system, the actual situation is more complicated."
An Qilong sat without saying a word, closed his eyes and listened, while the lawyer continued in detail:
“When judging the weight of Tiansheng Capital’s voting rights, the factors we know are the voting rights held by voters, or the amount of voting rights they hold, and the number of directors to be elected. The biggest variable is the attendance rate of the shareholders’ meeting.
This must be mentioned as the dispersion of Anshi Group’s own equity. In the battle for voting rights that is so close between us and Tiansheng, attendance rate plays a decisive role.”
"The attendance rate of Anshi Group's past shareholders' meetings is generally around 35% and no more than 40%. Excluding the participation of the largest shareholder and management and other related parties, the attendance rate of other institutional shareholders and retail investors is between 15% and 20%.
% range, this data is basically consistent with the attendance rate of shareholders’ meetings of general listed companies.”
"With Tiansheng Capital holding 20.46% of the shares, the total number of shares held by both the offensive and defensive parties is slightly more than 40%. With the participation rate of other institutions and retail investors reaching a peak of 20%, the highest attendance rate of the shareholders' meeting can be
Reaching 60%, we made relevant hypothesis models based on several data in the upper and lower ranges of 60%."
"We assume that all shares not held by Tiansheng Capital serve as opposing parties to Tiansheng Capital, then in this most unfavorable situation, the voting rights and attendance rate held by Tiansheng Capital are calculated,"
"It can be seen from the weighted results that when electing 11 directors, as long as the attendance rate is below 71%, Tiansheng is guaranteed to win at least 4 director seats. If Tiansheng raises 5% again, the attendance rate will be 65%
In this case, Tiansheng can use its existing shares to guarantee at least 5 director seats. If Tiansheng can increase the shareholding ratio to 30% according to market expectations, it can guarantee 5 director seats even if the attendance rate is below 65%.
seats.”
Anqing Lu's face became more and more ugly as he listened, and the lawyer added: "In addition, even if you want to throw out the 'poison pill plan' now, it is impossible, as long as Tiansheng's shareholding ratio is guaranteed to be above 18%, it will be above 65%."
An attendance rate below about % can basically guarantee 3 board seats, not to mention that once the 'poison pill plan' is proposed, it will directly push small and medium investors, such as retail investors, to Tiansheng Capital. Even if Tiansheng directly opposes it, it can prevent the plan from passing.
Because Tiansheng has exceeded the 20% ratio."
The lawyer's interpretation made An Qilong aware of a very serious problem, that is, it is certain that Tiansheng Capital has actually been able to secure 4 board seats, so what reason is there to spend a lot of money to get the second one?
How about the remaining 9.54% of the so-called controlling shareholders in the sub-market? With a share ratio of less than 30%, not only is it not subject to the constraints of the so-called "controlling shareholders", but it can also be controlled leisurely from the sidelines, wouldn't it be a pleasure to be in the world?
An Qilong believes that he can know this. Tiansheng Capital must know it and has even thoroughly understood the Anshi Group's articles of association. This is a long-planned, carefully planned, clear-minded, and well-prepared malicious merger.
It is almost in fact close to success.
As long as Tiansheng Capital goes to the secondary market next week to buy some goods, it will be enough to insure the attendance rate of the shareholders' meeting.
The news that An Qilong is most afraid of hearing now is to suddenly receive a notification letter from Tiansheng Capital, requesting that an extraordinary general meeting of shareholders be convened immediately and a vote be taken at the meeting on the reorganization of the board of directors.
The core focus of the dispute between the two parties is the control of the board of directors of Anshi Group. As long as you control the board of directors, you control this giant group.
Tiansheng Capital's current shareholding ratio may not allow it to easily do whatever it wants in An's Group, but An's Group wants to do something big, such as voting on proposals for major company issues such as private placement, and Tiansheng can do it without nodding.
Don't think about passing the proposal, you basically get the company's veto power.
…
On Thursday, August 13, the stock price of Anshi Group opened at a high of 16.26 yuan, +3.49%.
After the market opened, its stock price fluctuated all the way up. The An family was once again forced to go to the secondary market to scan for goods and increase their shareholding ratio. In less than half an hour, the intraday time-sharing line reached today's fixed price of 17.29 yuan.
The increase of +9.99% sealed the daily limit.
Anshi Group ushered in an extreme reversal after hitting the daily limit. There was no so-called correction at all. Yesterday, it started directly on the lower limit and closed the daily limit. Today, it once again stepped out of the second board strongly.
…
On Friday, August 14, after opening 8 points higher, it reached the accelerator board limit within five minutes. The limit price reached 19.02 yuan, an increase of +10.01%. The An family increased their holdings at any cost.
On the weekends this week, after Tiansheng Capital completed its fourth bid, it directly stated its position over the weekend and did not rule out the possibility of continuing to increase its holdings in the future.
As the battle for controlling rights in the "Anti War" becomes more and more intense, the market is paying more and more attention, and some relevant news has also been unearthed.
A big thing that broke out this Saturday is that Tiansheng Capital used 800 million yuan in capital to leverage nearly 3 billion yuan in the first half of this year and made a huge profit of more than 11.5 billion yuan in just two months, triggering
The capital market and small and medium investors are in an uproar.
