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Chapter 035 [Give you a waiting period]

Two days later, Luo Sheng received notices from several major external investors, and an extraordinary shareholders' meeting was held fifteen days later to vote on the resolutions of the company's board of directors and the board of supervisors.

This matter was shortly after the pre-a round of financing. In addition to Xu Chenghua, who represented Teng Xun, three other external investment shareholders had verbally urged Luo Sheng to establish the board of directors and the board of supervisors as soon as possible, and adjusted the company from one-person company to a joint-stock company and registered with the Industrial and Commercial Office.

Luo Sheng found some reasons to refuse temporarily because there were too many things involved and the company's operations could not be left behind, so he first introduced the drag-on technique.

But it is impossible to keep dragging on.

The three major external investors have two paths to go. One is to persuade Luo Sheng to reorganize quickly, and the other is to file a legal lawsuit.

But it is best not to leave this one. Six months in the first instance and three months in the second instance are too time-consuming and lawyer fees and litigation fees are required. It is not a good idea to sue for this matter.

But in the end, Luo Sheng was convinced.

Because of Qin Weimu's joining, he has great confidence.

So fifteen days later, the first shareholders' meeting of Blue Star Technology was held as scheduled.

...

"Mr. Luo, in the past few days, I have conducted a systematic review of the company's equity structure again. In addition, the company's shareholders' meeting will be held tomorrow. In order to avoid leaving some potential loopholes and vacuums in the company's control after the shareholders' meeting ends, I think it is very necessary to sort it out with you first."

Before he saw the person, he heard the sound. When Luo Sheng heard it, he knew it was Qin Weimu. When he looked up, he saw a pretty urban beauty wearing a short-sleeved white shirt. Qin Weimu did not have a bow tie today, but was still the iconic side-part hairstyle.

Luo Sheng looked at the beauty who was walking towards him and smiled and said, "Control loophole? This is impossible. I designed the company's equity structure as an ab-share system, plus a veto. Not to mention this veto, as long as my equity remains at the 10% line, I still have absolute control over the company."

As soon as he finished speaking, Qin Weimu burst into laughter, glanced at Luo Sheng and said, "Your words are exactly the same as I expected."

Luo Sheng was slightly stunned, and after a moment, he asked quickly: "Is there really a loophole?"

The legal issue is too complicated. Luo Sheng is not a professional. Now that the professional in front of him speaks like this, he hesitates.

Qin Weimu walked back and forth in the office for a few steps before looking back at Luo Sheng, saying, "Theoretically, you do have absolute control over Blue Star Technology, but if you don't handle it well at tomorrow's shareholders' meeting, it may make you very uncomfortable in the future and may even bring major consequences. Since I have given me such high treatment, of course I have to help you eliminate hidden dangers."

Luo Sheng looked at her suspiciously: "Is it true or false?"

"You have the same misunderstanding as many business owners, that is, you are too fond of the control of equity." Qin Weimu moved a chair and sat opposite Luo Sheng, and continued in an orderly manner:

"For example, if you hold 67% or 51% of the equity, if you fail to reach this shareholding ratio, you will pass the ab-share system or a joint actor agreement and other means. You believe that absolute control of the company can be absolutely controlled. In fact, it is not. To achieve true absolute control of a company, you need to control the 'three meetings' at the same time. You have just handled the shareholders' meeting now, but more importantly, you are controlling the board of directors and the board of supervisors."

Luo Sheng listened very seriously because the main resolution of tomorrow's shareholders' meeting is related to the establishment of the board of directors and the board of supervisors.

When Qin Weimu joined the company at this time, Luo Sheng couldn't help but feel silently grateful to his mother again and invited a top legal professional to his son. He was still a big beauty and was so concerned about it.

With such a woman who silently supports her behind her back, she will definitely avoid many detours and pay less tuition in her career in the future.

At this moment, Qin Weimu took a sip of water and continued: "Control the board of directors is more important than the shareholders' meeting. When you vote in the shareholders' meeting, you have a lot of words. Even if all shareholders oppose it, you can pass the general matter, but if you can pass it by one person and one vote, if you do not control more than half of the seats, you will lose control."

"The company's articles of association stipulate that shareholders' meetings are usually held once or a few times a year, and the board of directors holds n times a year. When the shareholders' meetings are not held, even if you have 99.99% of the shares, even if you push the company's door, you can't even fire a cleaner. Shareholders have no personnel rights in the company, and there is no administrative region, and there is no company's operation and management rights."

Speaking of this, Qin Weimu looked at Luo Sheng with a smile and said, "So, if you only control the shareholders' meeting, you have the final say a few times a year, but what you say doesn't. Another thing is that the veto you have is also incomplete. It can only be exercised at the shareholders' meeting, and the exercise of the rights on the board of directors is invalid. The Company Law stipulates that the voting of the board of directors' resolutions shall be implemented by one person, one vote. Therefore, the actual effective exercise of the veto you hold by the small boss may be much smaller than you imagined."

After hearing what she said, Luo Sheng felt like he was suddenly enlightened. It turned out that there were so many potential hidden dangers that were related to the company's control. The company introduced VC capital and it could help you develop, but if you have the opportunity, you will definitely kick you away without hesitation.

After the film, Luo Sheng looked at Qin Weimu and smiled and said, "Since you have sorted it out so clearly, there should be a solution, right?"

Qin Weimu nodded and said, "It's not difficult. The board of directors' resolution will only be passed by more than half of the votes. In the major resolution of tomorrow's shareholders' meeting, you must agree with all shareholders in the shareholder agreement and company articles of association: in the board of directors, you must enjoy more than half of the director's right to nominate,"

Hearing this, Luo Sheng nodded involuntarily and murmured: "It makes sense. Although I have divided the power, the company is still controlled by me. It means that the whole world is not owned by me, but the whole world is used by me. OK!"

Qin Weimu smiled and said, "If nothing unexpected happens, the four major shareholders of Tengxun, Venture Capital, SoftBank and IG require that one seat must be held on the board of directors to represent their interests. This is not an exaggeration, so you can set up nine director seats. In this way, according to the agreement, you can get the nomination rights for five of the directors. In the future, the board of directors will be held. Whether it is a vote of favor or an objection, you have one more vote, which means you have the final say."

After Qin Weimu sorted it out, Luo Sheng's ideas became clearer and easier.

Generally, board seats are set in three, five, seven, nine, etc., all odd rather than even. If it is an even, it may cause the votes in favor and against, and the resolution will be stalemate, which means that the vote is invalid.

Obviously, an important means to control the board of directors is to control the right to nominate directors.

Listening to Qin Weimu's story, Luo Sheng couldn't help but lean on the boss's chair and stared at the ceiling and sighed: "I was thinking, if you didn't join the company in advance before the shareholders' meeting, maybe I was secretly trapped by those VCs... I suddenly felt that every time you told me about legal issues, I felt that I was more and more inseparable from you and deepened my dependence on you."

Qin Weimu looked at him with a smile and said, "Then what are you going to reward me this time?"

Hearing this, Luo Sheng's eyes fell from the ceiling in her sight. After pretending to be thinking for a long time, he said with a smile: "I have equity, and my annual salary is one million. I have no rewards. It seems that I can only give it to myself."

Qin Weimu gave him a blank look: "Little brat, you are not my sister's dish."

Luo Sheng was displeased when he heard this and said, "Isn't it just three years older than me, it seems so big."

Qin Wei Muxian wrapped her arms around her hands, held her jaw with her other hand, stared at Luo Sheng, raised her eyebrows, and said with a smile: "What? Boss, do you want to use this method to tie me to you?"

Luo Sheng shrugged helplessly: "To be honest, I really have this idea. You said something you said a few days ago when you were chatting. You said that in this world, you can firmly bind two people or both parties together, at least one of two relationships must have. These two relationships are interest relationships represented by money, and the other is a marriage relationship represented by the body. I think if you want to be deeply trapped with a shrewd person like you, one relationship is probably not enough, you need two!"

After saying that, Luo Sheng looked at her silently with a smile on his face.

Qin Weimu took the initiative to withdraw her gaze, turned her head and pretended to be thoughtful. In Luo Sheng's sight, her side face angle was even more beautiful and heart-pounding.

After a while, Qin Weimu Qiyan smiled, turned around and stared at each other, and smiled thoughtfully, "Then... I'll give you a waiting period first."

...
Chapter completed!
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