7pm, South Bank Road.
Zhao Chen picked an old Hot Pot store hidden in an alley.
The shop is not big, and there is no sign at the door, but it is full of people. The aroma of Red Oil floats out from the crack of the half-closed door, mixed with the smell of butter and Sichuan peppercorns.
Zhang Qingxue and Chen Wei have arrived first and are sitting next to the window.
Zhang Qingxue was wearing a black turtleneck sweater and a dark gray coat. He was holding a cup of tea in his hand and was whispering something to Chen Wei.
Chen Wei is wearing a navy blue suit jacket with his hair tied back. He is a little less tense and a little more calm than when he first joined Henglong.
Zhao Chen When he pushed the door open and entered, the two people raised their heads at the same time.
"Zhao Zong." Chen Wei stood up and gave him the seat by the window.
Zhao Chen waved his hand and asked her to sit. He pulled up a chair and sat outside. "Wang An hasn't arrived yet?"
Zhang Qingxue glanced at his watch. "It should be soon. He said he had to deal with some emails at the hotel first."
As soon as he finished speaking, the door was pushed open.
Wang An was wearing a dark blue jacket, his hair was a little messy by the river wind, but he was in good spirits.
Behind him was a young man - Zhao Chen recognized him as Chen Mo, Bubble Mary's legal officer.
"Chairman Zhao!" Wang An strode over and shook hands with Zhao Chen.
"The place you were looking for was so remote that the driver had to circle three times to find it."
Zhao Chen smiled, "It's not delicious. Come on, let me introduce you--"
He pointed at Zhang Qingxue: "Zhang Qingxue, we Legal Director. You have seen it."
Wang An shook hands with Zhang Qingxue:
"Lawyer Zhang, I saw you last time at Beijing. Thank you for your hard work on this."
Zhang Qingxue smiled, "It's my job."
Zhao Chen pointed at Chen Wei again:
"Chen Wei, general manager of Haoyu Construction. Next, she will serve as the observer of Bubble Mary and attend Board of Directors.
Although I don't have the right to vote, if I need to contact her in the future, I can contact her directly."
Wang An looked at Chen Wei, with a hint of scrutiny in his eyes.
Observer - This position is obtained after Henglong holds more than 20% of the shares. It has no voting rights, but can attend meetings.
Zhao Chen gave this position to a person with a background in engineering and construction, rather than someone with an investment or legal background, which surprised him a little.
"Mr. Chen, please take good care of me in the future." Wang An stretched out his hand.
Chen Wei held his hand with moderate strength:
"Wang Zong You're welcome. I'm here to learn. Designer Toys I don't understand this business at all. I'll need more advice from you in the future."
Wang An smiled and said nothing more.
The five people sat down, Chen Mo sat next to Wang An, quietly flipping through the files on his phone.
Hot Pot is the standard Nine-Grid, and Red Oil is tumbling, with the aroma of spicy mixed with butter filling the whole room.
Zhao Chen ordered a table full of dishes - hairy tripe, duck intestines, yellow throat, beef, crispy pork, and fish.
Wang An was so hot that he was sweating profusely, but he couldn't stop using his chopsticks:
"Chairman Zhao, you Shan City people eat this every day, can your stomach handle it?"
Zhao Chen smiled and said, "I'm used to it. You'll get used to it if you eat a few more meals."
Zhang Qingxue said softly next to him, "Wang Zong, if it's spicy, you can dip the dish in sesame oil to relieve the spiciness."
Wang An tried it and it was much better.
He took a sip of cold beer, let out a sigh of relief, and then looked at Chen Wei:
"Mr. Chen, are you doing engineering at Haoyu?"
Chen Wei nodded. "Yes. I have been in the construction industry before and joined Henglong in September last year."
Wang An was a little curious. "Then if you come to Bubble Mary as an observer, will you think it's too big to cross the bank?"
Chen Wei thought for a while and said:
"Crossing the industry is quite big. But Zhao Zong said, let me go and see new things.
Haoyu will also need to transform in the future, and it is impossible to do architecture all his life.
It would be good for me to learn more about how other industries operate and build brands."
Wang An glanced at Zhao Chen, with a hint of surprise in his eyes.
He originally thought that Zhao Chen gave the observer seat to Chen Wei in order to install his own people.
But after listening to what Chen Wei said, he suddenly felt that Zhao Chen's arrangement was deeper than he thought--
Observers have no voting rights, and Zhao Chen has not placed anyone with Decision-Making Rights in Board of Directors.
He just asked a person who was doing engineering to observe and study.
This person really doesn't want to interfere with Bubble Mary's management.
Wang An picked up the wine glass and toasted Chen Wei:
"Mr. Chen, welcome to Bubble Mart. If you want to know anything, please feel free to ask me."
Chen Wei clinked glasses with him. "Thank you Wang Zong."
Hot Pot Halfway through eating, Zhang Qingxue got up and went to the bathroom.
Zhao Chen followed her and stopped her when she walked into the corridor.
"Aunt Zhang, what I told you this afternoon--"
Zhang Qingxue turned around and his expression became serious.
She lowered her voice. "Xiao Chen, bypass Board of Directors's authorization to acquire Existing Shares. I have been thinking about this all afternoon."
Zhao Chen leaned against the wall, waiting for her to continue.
Zhang Qingxue said:
"From a legal perspective, there are two problems with this matter.
First, the authorization of Board of Directors is the limit of Two Hundred Million and the upper limit of 1.2 Billion Valuation.
If we want to exceed this upper limit, whether it is the quota or the premium standard, we need Board of Directors to re-approval.
You make the decision alone, and there are flaws in the procedure."
Zhao Chen did not interrupt her.
Zhang Qingxue continued:
"Second, moral hazard. You are Chairman, and you are also Major Shareholder.
Bypassing Board of Directors's authorization and using the company's money to acquire assets, if word spreads about it, people outside will say you are engaging in Yiyantang, and people inside will think you don't respect the governance structure."
She paused and lowered her voice:
"Xiao Chen, I know you are eager to collect the shares of Bubble Mart.
Wang An finally let go, the window period is so short. But I don't think it's worth it to bypass Board of Directors.
Your current authority is not obtained by hard work, but is accumulated by making every judgment right.
If you force yourself this time, people outside will not care whether your results are right or not, they will only say that you are unruly."
Zhao Chen was silent for a while.
Of course he knows that Zhang Qingxue is right.
Bypassing the Board of Directors authorization, once you do this, you will hand a knife to everyone.
In the future, if someone said that he acted arbitrarily, he would not even have room to refute.
But he also did another calculation. There are only so many Minor Shareholder in Bubble Mart, and there are only so many shares that can be sold.
The window period is very short - although Wang An has relented, if the acquisition is delayed for too long, the night will be long and the dream will be long.
If any shareholder regrets it or is intercepted by others, he will not be able to buy it even if he wants to.
Moreover, he still has a card in his hand-Expediency in Urgent Matters.
"Aunt Zhang," Zhao Chen spoke, his voice was very calm,
"I understand everything you said. But let me ask you a question."
Zhang Qingxue looked at him.
Zhao Chen said, "Can I buy it with my own money?"
Zhang Qingxue frowned. "You buy it personally?"
Zhao Chen nodded. "Wang An relaxed, which shows that he thinks the shareholder structure can be adjusted.
If it is difficult to bypass Board of Directors, then I will buy it with my own money. This opportunity is too rare."
Zhang Qingxue's expression became serious. "Xiao Chen, if you buy it personally, this matter is more sensitive than bypassing Board of Directors's authorization."
Zhao Chen Waiting for her to continue.
Zhang Qingxue said, "You are Chairman of Henglong, and you are also Major Shareholder.
If you personally participate in the acquisition of Bubble Mart, this belongs to Related Party Transaction.
According to Company Law, Related Party Transaction requires approval by Board of Directors, and you need to abstain from voting.
If you bypass this procedure, the problem is more serious than using the company's money - because there is suspicion of Interest Transfer."
Zhao Chen frowned slightly. He didn't expect this.
Zhang Qingxue continued, "Moreover, Bubble Mart is now Henglong's investment target.
If you personally buy the shares of Bubble Mary, you are competing with Henglong for meat.
What will outside investors think? They will think that you are using the company's money to support yourself.
Let the company buy it first, push up the valuation, and then enter the market yourself - this suspicion cannot be cleared up."
Zhang Qingxue is right.
He personally bought the shares of Bubble Mary, although legally it is not necessarily "Related Party Transaction"--
Because he personally and Henglong are two independent legal subjects - but in terms of public opinion, this matter is not clear at all.
He is Chairman of Henglong, Henglong voted for Bubble Mary, and he personally also voted for Bubble Mary.
Outsiders will not care whether he is optimistic about this track, they will only say that he does not distinguish between public and private matters.