Chapter 69 The Game of Interests
Vietnam has just obtained and still belongs to the French Federation. There are no legislative bodies such as parliament, parliament or the People's Congress, and there will be no "Company Law" and only some commercial regulations formulated and implemented during the colonial period.
Industrial Investment Corporation has a complex capital and asset structure, with some functions that only governments have. It also assumes responsibilities and obligations that ordinary commercial companies do not need to bear. Not to mention that those legal provisions are extremely colonial, even if they are fair, they will not apply to Industrial Investment Corporation.
The company's articles of association were discussed for three and a half hours as the third issue.
The board of directors is determined to be the company's highest decision-making and regulatory body. It is not established, does not exist, and will not hold a shareholders' meeting. It also does not establish a supervisory board that is generally established in Western companies. The term of office of the board of directors is ten years, and the chairman is the largest shareholder.
If the board members, including the chairman, endanger the interests of the company, the board members have the right to convene all directors to vote for the removal. When entering the removal procedure, the board of directors shall promptly notify the investor, government, church or third party represented by the person being removed, explain the reasons for the removal, and request the party to recommend the successor.
Shareholders must discuss and pass the transfer of equity by the board of directors. When shareholders transfer their equity to persons other than shareholders, they must obtain the consent of more than half of the board of directors; directors who do not agree to the transfer shall purchase or purchase the transferred equity by the party they represent, and if they do not purchase, they shall be deemed to be agreed.
Given that issuing bonds is the only channel for the company to raise funds in the future, it is difficult for changes in equity between shareholders to affect the current chairman and his family to hold the controlling position. If the chairman is removed and the members of the Li family do not want to continue to take office, the party requesting the removal must acquire his equity in full based on the share of the company's total assets when entering the removal procedure.
Wu Andong is the only legal expert among the board members, and the company's articles of association will naturally be written by him.
He added this one he had just finished reading privately. After reading it, he said embarrassingly: "Chairman, I'm very sorry, I think this one is very necessary, because the company may be criticized in the future. Especially those Vietnamese members with ulterior motives will definitely make a big fuss about how to use national land and how to allocate national assets, so as to attack the government and Prime Minister Ng Diem."
The government allocated land and some assets to Chinese-controlled companies for free. The Chinese-controlled companies will indeed attract a series of criticism. But his intentions will definitely not be that simple, perhaps it was Wu Ting-jeong's instructions.
Li Weimin waved his hand and smiled as if nothing had happened: "Mr. Dong doesn't need to be sorry. Brothers settle accounts clearly. It's understandable to say ugly things in front of you."
"The chairman thinks this can be included in the company's articles of association?"
His idea is very simple. If Ng Diem cannot solve the series of difficulties in front of him and the new government is overthrown by Nguyen Van Hin or any other warlord, then the Industrial Investment Company will go bankrupt; if Ng Diem lives up to expectations and controls the situation and develops South Vietnam with the help of the United States, the government will have financial resources and can find an excuse to nationalize the Industrial Investment Company. After all, such an important company cannot always be in the hands of the Chinese.
He only never thought that the government would not collapse so easily, and the national economy would not develop so easily. In the next decade, the South Vietnamese government would not be able to afford such a huge company.
Nationalism is everywhere!
Li Weimin sighed secretly and was about to say something, Professor Anderson said first: "Mr. Dong, you obviously forgot what kind of company Viic (abbreviated as Vietnam Industrial Village Investment Company) is. I am not an economist or a successful businessman, but I know that Viic will not be profitable in the next ten years.
If the bonds are sold well enough, they will even maintain financial situations of insolvency. That is to say, as long as we, the directors, reach an agreement in private, they can remove the Chairman and own the Chairman's shares without spending a penny."
If there is a possibility of a full acquisition based on the share of the company's total assets, it does not only involve the interests of the brother-in-law, but also the interests of all overseas Chinese shareholders.
Wu Jingchen would not hesitate on such an important issue. He stared at Wu Andong's eyes and said half-jokingly: "Mr. Dong, if this article is included in the company's articles of association, then the board of directors will remove the chairman and acquire the chairman's equity. Not only does it take a penny, but it even requires the chairman to pay it over. Because the company is a negative asset, the chairman, as the largest shareholder, should bear the debt corresponding to the shares he holds, and cannot just leave it."
Ma Anyi reacted and said expressionlessly: "The dividend is far away and the legitimate interests cannot be guaranteed. It seems that I need to seriously consider whether to withdraw the funds."
“There are bonds!”
Huang Ziheng snorted coldly, put down the paper and pen and said, "Mr. Dong, if you insist on writing this article into the company's articles of association, then I can only exercise the right of removal at the first board of directors, because I am responsible to the shareholders I represent, because you have seriously endangered the interests of the company."
Without the support of Chinese businessmen like them and the capital of Chinese businessmen, the industrial village plan could not be launched at all. Isn’t this a serious harm to the interests of the company?
Professor Anderson clearly objected, the chairman was silent, and the church representatives watched from the wall.
Chen Shiguo realized that Wu An Dong had caused great trouble and said hurriedly: "Chairman, professor, gentlemen, Mr. Dong is indeed not considered, and I also object to this. However, his concerns make sense. Whether for the company's development or the government, we must consider the future social opinion."
Once the industrial village plan is launched, it will remind people of the "concession" and "privileges". From this perspective, their worries make sense.
Li Weimin nodded slightly and asked with a smile: "Mr. Guo has any better suggestions?"
"Chairman, I know everything you have done for the country and the government, but I know it is far from enough. In order for the plan you have formulated to be implemented smoothly, I suggest that the acquisition based on the share of the company's total assets will be changed to the acquisition based on the original capital contribution."
Before the company was officially started, it was thinking about recycling. Wu Jingchen was completely convinced and held his chin and reminded: "Mr. Guo, you are an economist!"
Chen Shiguo was stunned and quickly added: "When acquiring, inflation, currency depreciation and other factors should be included, and the interest should be calculated based on the highest bank deposit interest rate during the same period. In short, no matter when and under what circumstances, the board of directors must fully consider the interests of shareholders."
Investment companies did not intend to make money, but wanted to "launder money" in this way, and wanted to transfer the money earned in Vietnam to abroad.
When the government makes a big abacus, shareholders will also make their own small abacus.
Huang Ziheng suddenly realized that the government's future acquisition would not be a bad thing, and suddenly looked up and said, "Mr. Guo, I have no objection to the general direction, but the details must be taken into account and cannot be so vague. For example, who calculates how much the currency has depreciated, which bank's highest deposit interest rate during the same period, how to settle, or whether the acquirer pays US dollars or local currency?"
What was expected, and Wu Ting-jeong mentioned it more than once.
Li Weimin was neither angry because of Wu Andong's reckless behavior nor felt betrayed because of Huang Ziheng's attitude, because this was not aimed at him personally, but a game between the government and Chinese businessmen, not to mention that this involved tangible interests.
He remained silent. Chen Shiguo believed that this was a tacit consent, so he agreed to more than a dozen conditions in one go, and Wu Andong wrote them into the company's articles of association one by one.
He was too optimistic about the prospects of Nanyue, and Chen Shiguo successfully tied himself up; investment security was guaranteed, and the purpose of transferring assets was basically achieved. Now there is no problem with the acquisition. Wu Jingchen and the other two got what they wanted, and another issue was passed unanimously.
Li Weimin understood that no matter Wu Diem, his brother-in-law and cousin, he could not rely on any of them in the face of naked-naked interests. At the same time, he was glad that he was so prescient. If Chinese want to survive in Vietnam, they could only rely on the people with the strongest sense of crisis, and those passionate young people from the Chinese Youth Association.
Chapter completed!