Zhang Qingxue's voice is clear and calm, with the unique rigor of a legal person, instantly drawing everyone's attention from financing purposes back to the more precise level of rules.
The screen behind her showed the heart of the motion.
Zhang Qingxue faced the audience and explained in the plainest language possible:
"According to the provisions of Hong Kong <Code on Corporate Acquisitions, Mergers and Share Buybacks>:
If a shareholder's shareholding ratio exceeds 30% due to his actions (such as the proportional subscription of shares in this Rights Issue),
Or if it is above 30% but further increases, it will trigger the mandatory obligation to issue a comprehensive takeover offer to all shareholders."
She paused briefly to let shareholders digest the information."
Specifically, Rights Issue and Mr. Zhao Chen are one of the major subscribers. After the implementation of the plan, their shareholding ratio may exceed the 30% threshold due to the subscription of new shares.
In order to prevent the company from falling into a comprehensive acquisition process that is time-consuming, costly and may bring unnecessary Equity Structure changes due to this normal refinancing behavior, we must maintain the stability of corporate governance and the continuity of operations.
After careful study, Board of Directors believes that it is in the interest of all shareholders, and therefore hereby submits to Shareholders' Meeting to consider this 'Whitewash Waiver' motion."
Her explanation is clear and coherent, closely integrating a complex regulatory rule with the specific current situation.
Let even Minor Shareholder understand the necessity of this motion--
It is not to give Major Shareholder special privileges, but to ensure that Rights Issue, a proposal that is beneficial to the company, can be implemented smoothly and avoid unnecessary complications.
"What needs special explanation to shareholders is,"
Zhang Qingxue continued to emphasize, looking across the venue,
"According to relevant rules, this motion involves related party interests.
Therefore, Mr. Zhao Chen and its related parties deemed to be Persons Acting in Concert must recuse themselves from this vote.
Whether the motion can be passed will depend entirely on the voting results of all Independent Shareholder present - that is, public shareholders who are not related to this potential tender offer."
After these words fell, a subtle change occurred in the atmosphere of the venue.
Many shareholders realized that Zhao Chen, which had just had absolute say in Subscription Plan, now lost its voting rights.
The balance of power was temporarily transferred to their hands.
Lin Wanqing's eyes narrowed slightly.
This was a procedural motion that she could not object to in the first place, as objecting to it lacked justification and would appear to be disregarding Overall Situation.
But this also means that she lost the opportunity to use Zhao Chen's status as a related party to make a fuss.
She couldn't help but cast her gaze in the direction of Su Wantang.
At this moment, the "independence" value of Su Wantang's 5% share has never been so clearly highlighted.
She is no longer anyone's Persons Acting in Concert, she is one of the important Independent Shareholder who owns Voting Rights at this moment.
The voting session begins.
Zhao Chen and its related parties have withdrawn in accordance with regulations.
All eyes, consciously or unconsciously, are focused on those Independent Shareholder, especially Su Wantang.
She still maintained a calm expression and made her choice without hesitation on the electronic voting machine in front of her.
The vote counting results were quickly displayed on the big screen.
In the voting of Independent Shareholder, the motion "Whitewash Waiver" received a high proportion of votes in favor and passed smoothly.
Zhang Qingxue nodded slightly:
"Thank you all Independent Shareholder for your rational judgment and support. The passing of this motion will ensure that Rights Issue Plan can advance smoothly under the premise of compliance and is in line with the overall interests of the company."
The smooth passage of this link cleared the last potential procedural obstacle for the entire Rights Issue Plan.
When Zhang Qingxue announced that the "Whitewash Waiver" motion was passed, this link, which was crucial at the professional level but slightly obscure to the public, caused very different ripples in the eyes of different audiences.
In an ordinary family in a certain city, Uncle Li, who has held hundreds of Henglong stocks for many years, is wearing reading glasses and watching the premiere.
When he heard "Whitewash Waiver" and "trigger tender offer", he looked confused and turned to ask his son, "What do you mean? Why is there another acquisition?"
His son, a young man who works in a financial company, quickly explained:
"Dad, to put it simply, after Zhao Chen pays for the subscription this time, the shares may exceed a red line.
According to the rules, if the red line is exceeded, you have to spend money to buy all the stocks on the market. That would be too big a move and the company would have to be shut down for a long time.
Now this 'exemption' means that everyone voted to agree that he will not cross the line this time, so there is no need to make such a big noise, so that the company can complete the capital increase normally."
Uncle Li suddenly realized it and smacked his lips:
"Oh! Just for everyone's convenience, don't delay the business because of rigid rules. This is good, that Lawyer Zhang made it very clear.
Hey, let's put it this way, those Minor Shareholders who just voted in favor have quite a lot of power? Zhao Chens can't even vote themselves."
"Yes, so this is called Independent Shareholder voting. At critical moments, Minor Shareholder can also affect Overall Situation." The son added.