His voice was clear and steady, without any stage fright, and he began to speak:
"First of all, regarding Public Float mentioned by Professor Wang.
According to Hong Kong Stock Exchange Main Board Listing Rules, Listed Company, the portion held by the public must always be no less than 25% of the total issued shares.
This is a hard red line.
When formulating Subscription Plan, it must be calculated in advance to ensure that even if the major shareholders subscribe in full, Public Float will still meet the requirements after dilution."
Zhao Chen's eyes habitually fell to Shen Zhiyi by the window again, his tone was calm, but his next words had a more specific meaning.
"This leads to a very practical question:
Which shares count as 'publicly held'?
Simply put, it is the portion excluding the shares held by the company's directors, top executives, and those holding more than a certain proportion of shares and identified as 'core related parties' (usually shareholders who have signed concerted action agreements)."
He paused slightly, as if he was organizing a more realistic example.
"Take a recent change in Henglong as an example."
His voice echoed clearly in the lecture theater, and many students who originally lowered their heads to record also raised their heads.
"Students who follow Henglong may have noticed that we have previously issued an announcement regarding the dissolution of marriage and concerted action relationship between the former major shareholders Mr. Zhao Jianguo and Ms. Su Wantang."
Shen Zhiyi's heart skipped a beat and he looked at Zhao Chen on the podium intently.
"This change, from the perspective of corporate governance, affects the identification of 'public shareholding' for the first time."
Zhao Chen explained in a rational and objective tone, as if he was analyzing a pure legal case.
"Prior to this, the 5% shares held by Ms. Su, due to their concerted action relationship with Mr. Zhao Jianguo, were usually not included in the calculation of Public Float.
Now, with the dissolution of the relationship, these shares have returned to the category of 'public shareholding' from a legal and regulatory perspective."
He picked up a piece of chalk, turned around and drew a simple Equity Structure Diagram symbol on the blackboard:
"This is not just a numbers game. It means that on certain proposals that require consultation with 'Independent Shareholder' (i. e. unaffiliated public shareholders) -
For example, some financing arrangements involving Related Party Transaction or that have a special impact on the rights and interests of Minor Shareholder -
The Voting Rights represented by this part of the shares Ms. Su becomes crucial.
Even if some Major Shareholder mergers hold a high proportion of Voting Rights, in these specific links, it may be necessary to win the support of 'independent' shareholders like Ms. Su."
His eyes once again seemed to pass by Shen Zhiyi inadvertently. His eyes were deep, with a hint of deep meaning that was not easy to detect and only she could understand.
What he said were all public and legal facts, but combined with the context of "why he specifically mentioned this matter" at this moment, and the tacit understanding between the two.
These words became a euphemistic but clear hint:
Su Wantang's divorce and independence were not only a relief for her personally, but also created a more flexible and beneficial space for Chessboard in the company.
This move turned out to be in his favor.
Shen Zhiyi I understand.
She watched him standing on the podium, calmly analyzing the complicated rules, but "reporting" the major changes affecting the people around him to her in such an implicit and candid way.
The extremely slight confusion and uncertainty in my heart caused by Su Wantang's identity change was suddenly relieved for the most part.
His willingness to mention it in a professional manner in public is an attitude in itself.
She lowered her eyes slightly, but the corners of her mouth raised a reassuring, shallow arc.
Zhao Chen saw the subtle change in her expression and knew that she understood it, so he stopped going in depth on this topic and smoothly brought the topic back to broader practical operations:
"Therefore, in the early stage of plan design, in addition to calculating the proportion, it is also crucial to remain sensitive to the dynamic changes in the shareholder structure and predict the possible impact on the Voting Rights distribution."
"Secondly, regarding 'how to circumvent Independent Shareholder opinion'."
Zhao Chen paused. This statement was a bit sensitive. He changed it to a more compliant expression.
"To be more precise, it is how to efficiently promote proposals that are beneficial to the company and all shareholders within the framework of rules.
According to relevant rules, refinancing like Rights Issue, if the total financing does not exceed 50% of the existing market value,
And if there has been no other large-scale Equity Financing within 12 months, usually only the Board of Directors resolution is passed, and there is no need to hold a Shareholders' Meeting.
This greatly improves the efficiency of decision-making. But the premise is that the plan itself must be fair and reasonable, and can withstand the review of Independent Director and regulatory agencies.
Henglong The core starting point of this Subscription Plan is to optimize the capital structure and reduce liabilities, which is in line with the company's long-term interests, so we focused on this point during the communication with Independent Director and Board of Directors's review."