The turmoil over the Forbes list has not completely subsided, Zhao Chen asked Liu Mingyu to notify all directors in Chongqing,
Held on Wednesday afternoon Henglong Group Temporary Board Meeting.
When the notice was sent out, Liu Mingyu only wrote two topics in the body of the email--
First, review the revised draft of the "Henglong Group Investment Decision-Making Rights Restrictions Management Measures";
Second, other matters.
The wording of the second topic was almost deliberately vague, but when Shen Jue received the email, he only took one look at it and knew what Zhao Chen was going to say.
Since Henglong transitioned from real estate to investment, the division of investment limits in Decision-Making Rights in Company Charter has been using the old version.
Decision-Making Rights is highly concentrated in Chairman's Office, which was the need for efficiency two years ago.
In today's situation where Henglong System assets span three major markets, it increasingly looks like a product of historical transition that must be corrected.
The meeting was scheduled for two o'clock in the afternoon. At one forty, Shen Jue was the first to walk into Meeting Room.
She didn't call the driver today, she drove here from Nan'an by herself.
Passing Chaotianmen Bridge on the road, we were stuck in traffic jam for fifteen minutes.
Song Zhongping was the second to arrive. He had just rushed over from Haoyu Construction. His shirt cuffs were still stained with dust from the construction site. As soon as he entered the door, he asked Liu Mingyu if he had any tea.
Liu Mingyu poured him a glass of Iron Goddess of Mercy,
He picked it up, took a sip, and said that Chen Wei had a construction node that couldn't be accepted today, so he asked him to vote on his behalf.
Chen Qiming The third one arrived with a laptop under his arm and coffee in his hand.
After sitting down, I began to check the process clauses in the revised draft, and from time to time wrote down a few words with a pencil in the margins of the page.
Three Independent Director--Xu Yong, Sun Zhengping, Wu Hongyuan--came together. They had just finished an academic seminar on campus.
Many comments have been marked in advance on the three revised drafts.
Zhang Qingxue is sitting on the window side of Long Table, with legal documents neatly stacked at hand.
Chen Xi sat next to her holding a laptop. On the screen was Henglong System's latest equity structure diagram.
Zhao Chen was the last one to come in.
He didn't hold any documents in his hand, only a cup of Su Wantang that had just been brewed and Pu'er.
After sitting down, he did not start hosting immediately, but first looked at the expressions of everyone present -
Shen Jue leaned on the back of the chair, his expression much calmer than when Board of Directors was online last time;
Song Zhongping is flipping through the revised draft, swiping his fingers back and forth on the clauses about Investment Decision Committee;
Xu Yong and Sun Zhengping exchanged a few opinions in a low voice;
Wu Hongyuan is using a calculator to review the financial calculations on a certain page.
"Today's first topic,"
Zhao Chen put the tea cup on the table, his voice was not loud but every word fell clearly on the conference table,
"Deliberation on the revised draft of the "Henglong Group Investment Decision-Making Rights Restrictions Management Measures".
The draft was drafted by Qingxue and Chen Xi. The core content is just one--
Transfer a single major investment Decision-Making Rights worth more than 500 million people RMB from Chairman's Office to Investment Decision-Making Committee.
Investment Decision Committee is composed of seven people, Chairman is the chairman, Henglong Capital CEO, Legal Director, Finance Director and Chief Operating Officer of the group are standing committee members.
There are two additional independent committee members elected by Board of Directors from Independent Director.
The voting rule is one person, one vote, and the chairman has one weighted vote in the event of a tie vote."
He turned to the first page of the draft and pushed the clause to the center of the conference table.
"Everyone here has received the draft. If you have any comments, you can raise them now."
Song Zhongping was the first to speak.
He turned the revised draft to the page consisting of Investment Decision Committee, and tapped his finger on the words "Independent Committee".
"Zhao Zong, I agree to these terms.
From an operational perspective, Henglong's current plate is too big. If you rely solely on you to make the decision, the decision-making efficiency will actually decrease.
Real Estate Sector I manage it myself. I know how many approvals a project has to go through from land acquisition to launch.
But investing is not about building a house - the window of opportunity for investment is fleeting.
If all major decisions had to wait for your signature, the window would have been closed by the time you flew back from New York."
He closed the draft,
"But I have a condition. After Investment Decision Committee is established, the standing committee members cannot just be in name but do nothing.
For every investment proposal at the meeting, members must issue written opinions within the specified time.
There cannot be a situation like 'Investment Decision Committee passed but no one remembers who voted for it'."
Zhang Qingxue pushed up his glasses and confirmed from a legal perspective that a mandatory written opinion clause can be set.
Just add one item to the rules of procedure Investment Decision Committee--
"Standing members must issue written voting opinions on major investment matters and keep them on file for future reference."
Zhao Chen nodded to agree to join this clause.
Xu Yong flipped through the revised draft and put forward opinions from a completely different angle than Song Zhongping.
What he is concerned about is the positioning of independent committee members--
The five standing committee members in Investment Decision Committee are all executive members, and the independent committee members have nominal supervisory power.
However, if disagreements arise, two independent members plus one permanent member will
Can you veto an investment proposal with just three votes?
Or should we say that independent committee members can only provide opinions but cannot vote?
He advocated that the voting weight of independent members be completely equal to that of standing members, so that there would be checks and balances within Investment Decision Committee.
Sun Zhengping took off his reading glasses and added, judging from regulatory experience,
Any supervision mechanism that lacks substantive veto power will eventually become a mere formality.
If independent committee members only have the power to provide opinions without Voting Rights, their voices will be weightless in the face of major decisions.
Zhao Chen was silent for a few seconds and looked at Chen Xi.
"What do you think?" Chen Xi raised his head, his voice was calm and direct--
When independent committee members are allocated full voting rights, the threshold for passing major decisions will be raised simultaneously.
Investment Decision Committee's voting structure will be more stable, she agrees.
Zhao Chen nodded and agreed--
"Then write it in. Independent members and standing members have the same votes and rights, and the chairman has one weighted vote in case of a tie vote. This article will not be changed."
Wu Hongyuan made a more specific suggestion from a financial perspective.
Previously, when Henglong formulated the follow-up investment system and anti-dilution clauses,
I have encountered the problem of inconsistent data caliber.
He requested that a full-time Secretariat be established under the new Investment Decision Committee framework,
Allocate dedicated personnel to be responsible for financial verification and data submission of investment projects.
Any motion submitted to Investment Decision Committee for voting must go through Secretariat financial verification.
Zhao Chen immediately appointed Chen Qiming to concurrently serve as the first secretary-general of Investment Decision-Making Committee Secretariat.
Shen Jue never spoke.
She leaned back on the chair. The cup of Iron Goddess of Mercy in front of her was already cold. He turned over the revised draft twice.
There are no annotations in the margins, just clause numbers and paragraph titles on clean printed paper.
Song Zhongping did not interrupt when she spoke,
When Xu Yong and Sun Zhengping were arguing about the rights and responsibilities of independent committee members, she just listened quietly,
When Wu Hongyuan proposed Secretariat, he tapped his fingertips twice on the cover of the revised draft, as if he was memorizing the serial number of a certain clause.
She didn't straighten up until everyone who could speak had finished speaking.
He closed the revised draft in front of him and spoke in the deep voice he had used for decades.
"I have read this draft page by page twice, and there is no problem with its structure."
She paused and her eyes fell on Zhao Chen's face,
"But before the official vote, I would like to add one last piece of advice on the qualifications of member Investment Decision Committee -
Investment Decision Committee standing member, during his term of office and within two years after leaving office,
You are not allowed to hold directors, supervisors or other salaried positions in any investee companies in the Henglong investment portfolio.
It is recommended that the recusal period of independent committee members be extended to three years.
It is not to prevent those of us here from seeking personal gain with power, but to protect the Henglong system from being corrupted by personal interests.
The system itself is the core asset of Henglong, not you and me."
Zhao Chen tapped his fingers lightly on the table and looked at Zhang Qingxue.
Zhang Qingxue opened the legal documents and checked them one by one for a moment. He raised his head and said that this avoidance clause could be added.
It is self-restraint within the company's internal governance rules and does not violate superior laws.
Zhao Chen immediately agreed to write the official revised draft.
No one here objected, and this coldest and sharpest request was settled.
Liu Mingyu read out the full text of the revised terms one by one,
From the composition of Investment Decision Committee to the powers and responsibilities of independent committee members, from mandatory written opinions to full-time Secretariat,
In addition to the avoidance system added at the end by Shen Jue, all new terms are clearly listed in it.
After finishing reading, Meeting Room was quiet for a few seconds, and then came one after another "agree"--
Song Zhongping, Chen Qiming, three Independent Director, Zhang Qingxue, Chen Xi, everyone signed the voting record.
Shen Jue was the last one to sign. After signing, he closed the revised draft and pushed it back to the center of the conference table.
The first issue was passed unanimously.