It is said that wanke and China resources as a primary sums last night tore open. This arithmetic is this: 11X2/3=?
My elementary school's daughter said will not divide, but obviously should be greater than 7. Accordingly, the CRC said wanke held on June 17, the Board of Directors, vote to issue shares to buy resolution assets of Shenzhen Metro, 11 directors, only 7 votes in favour, 3 votes against it, has not been more than two-thirds majority.
Vanke's algorithm is different. Vanke's announcement said 11 directors, 1 Directors withdraw from voting due to associated, so only 10 votes, 7 votes in favour, over two-thirds (10X2/3<7), the Board resolution adopted without a vote.
Obviously, who tore open on both sides is not bad arithmetic in primary school, who is with the sports teacher of arithmetic, but controversy in counting rules.
Vanke, China resources and controversy in counting rules on both sides.
This math problem is exactly what to count?
In China, in accordance with the company law rules: the Board of Directors shall be approved by resolution adopted by a majority vote of all Directors (company law article 111th). Note that the calculations here are all the directors, not the directors attending the meeting, that is, regardless of whether the directors present will be counted towards the total. "More than half" must mean more than half of the Directors voting in favour. Abstain from voting and not voting results, and vote the same, because only the votes count "through", so only counts in their favour. Vanke, for example, the Board of Directors for 11 people, more than half must be 6 people have voted.
However, the majority vote principle there are two exceptions, and arithmetic relations.
One exception is the Constitution otherwise requires. Regulation was not required by the company law article 111th exceptions (48th and company law), but generally believe that association may provide a majority higher than the pass. Therefore, vanke's articles in the special provisions of article 137: two-thirds above some matters must be approved by the Board of Directors voted to be approved. Those issues include: (1) increase or reduction of the registered capital, issue bonds or other securities and listed programmes; (2) drafting plans for major acquisitions, the acquisition of the shares or merger, Division, dissolution and change of corporate form programmes; (3) in the context of this article, decide on external security matters (4) formulate regulations to amend the proposal.
Matters of the Board to issue shares to buy assets, regardless of whether they constitute major acquisitions, or at least increase the registered capital of the conditions are met and, therefore, whether a Board resolution passed, is not a majority, but more than two-thirds (generally considered "above" generally contains the number).
Another exception is the company law article 124th. The article says: if associated with the resolutions of the Board of Directors of a listed company, it shall not exercise the right to vote on the resolution. "The resolution made by the Board of Directors shall be passed by a majority of the directors not associated with relationship". In other words, according to this logic, when directors and vote on matters relating to the relationship between, the Director cannot vote, their votes are not included in the quorum. Vanke, for example, 11-person Board of Directors, would be a 6 votes in favour of the resolution adopted, but has 4 people with a vote now matters associated with relationship, these 4 people should be excluded from the vote, the remaining 7 only 4 votes in favour if it is passed.
Back to vanke's Board of Directors resolution. Vanke's articles section 152th nearly copying the Act article 124th. According to vanke of announcement, independent Director Liping Zhang to company Board written affirmed: on this times Conference by considered of 12 items motion, due to its I served of United States black stone group is and company contact sale in China of a large commercial property project, brings potential of associated and interests conflict, exists company articles 152th article 2nd paragraph by said of associated relationship, shall not on the, 12 items motion be vote, hereby avoided this times Conference 12 items motion of vote vote.
In other words, if Liping Zhang is because the relationships to avoid the vote, the official total vote of only 10 votes, 10X2/3<7, now has 7 votes in favour, vanke's Board of Directors resolution was adopted.
Why count?
Provisions of the company law of Association directors withdraw from voting, should be a mandatory provision. Vanke articles without the corresponding provisions must be complied with. Of course, the possible controversy is: 124th (or article 152th of the regulation) provisions are adopted by a majority vote, whether to apply two-thirds?
On this issue, there are two possible explanations:
One is explained in favour of vanke, the mechanical application of article 124th, as long as there is association between directors to avoid situations just in meets the "no relationship is understandable." This interpretation is clearly wide of the mark. 124th is the 111th of exceptions because company law, and the 111th article only provides a majority of the General, so 124th associated are the only a majority of the directors. Vanke regulations since a majority of the 111th on the exception limitation, application of the 124th article clearly should adjust accordingly also apply to limit this exception. Core logic is based on the 124th Associate Director shall withdraw from voting, and not included in the quorum, when two-thirds were calculated, of course, should also apply. Vanke 152th mechanical was a copy of the articles of the company law article 124th, so mechanical does not mean only to interpret the literal.
The other is explained in favour of CRC, vanke articles 152th only passed by a majority of cases, two-thirds vote is not provided, therefore, two-thirds special needs must, when article 152th does not apply. This interpretation is also obviously wrong. Vanke of the 137th of the Constitution says only the Board of Directors of the company take the form of a special resolution in certain matters, for how to calculate the two-thirds and there is no special agreement. In addition to these other matters, adopted Board resolution 152th provision adopted by a majority vote. Therefore, whether a majority is calculated or two-thirds, in the case of no special agreement, should apply uniform rules. 152th avoidance provisions of the second paragraph is a uniform application of the rules.
The corporate law article 124th (articles 152th) logic is simple: associated Director shall withdraw from voting, but avoid the consequences of a vote is the Board of Directors may not resolutions (because as we analyze: we only count votes). As Associate Director to avoid voting (not voting), but if you do not exclude outside its statutory votes, the effect is equivalent to vote (stated earlier: the basis for calculating the number of votes was plenary of the Board of Directors). Take the above example, the 11-Member Board, 4 people affiliated to avoid a vote, but if it is not to be excluded from the statutory vote, it must pass through the remaining 7 out of 6 people agree to meet a majority of all the directors. If 6 people have relationships, and the remaining 5 were simply unable to pass any resolution. Also so, company law 124th article also provides: in associated relationship Director avoided vote of situation Xia, the Board Conference by majority of no associated relationship Director attended can held (this is because China company law requirements must has majority Director attended to meeting); while, in the times Conference Shang, "Board Conference made resolution must by no associated relationship Director majority through" (that in calculation whether majority Shi, only calculation no associated relationship Director of total number). Of course, in order to prevent too much to avoid causing a handful of Directors resolution of the situation, the article also has a remedy: If there is no number less than 3 associate directors attending the meeting, the matter shall be submitted to the general meeting of shareholders to vote.
In fact, vanke also has a clause in the statutes of the company enhance article 152th we explained above. Vanke 126th article of the articles of Association of Directors shall disclose and voting has made provisions, which expressly refers to "not be counted in the quorum of the Board."
Provisions of the company law of Association directors withdraw from voting, should be a mandatory provision. Vanke articles without the corresponding provisions must be complied with.
Relationships can be established?
Now anecdotal objections there: Liping Zhang is not a relationship? It is said that independent directors group of Liping Zhang is the black stone top, this transaction was China vanke and Shenzhen Metro, with black stone a dime has nothing, Liping Zhang is not at all related parties, there is no avoiding a vote situation. Therefore, Liping Zhang is not avoided, should not be excluded from the quorum and Liping Zhang didn't vote shall be abstaining. 11X2/3 should be greater than 7, the resolution failed.
This is the fundamental operation.
Relationship has always been more complicated, the Act say are vague, does leave the disputed space. Look, this resolution is vanke shares to buy assets of Shenzhen Metro with me on United States Blackstone did not directly related. According to vanke's announcement, Liping Zhang said 12 bills considered by this meeting, due to his studies of United States the Blackstone Group is consistent with the company selling a large commercial property projects in China, potentially associated with conflicts of interest. In other words: Blackstone intends to sell in the future real estate vanke and Shenzhen vanke, Metro sold real estate to, there is a competitive relationship, this is a conflict of interest.
This interpretation can be set up? Since we don't know the specific contents of the Blackstone deal with vanke, is difficult for outsiders to judge. Judging such things shall be delivered to the company's Board of Directors. Actually, vanke company articles 126th article on this has provides: "Director personal or its by served of other enterprise directly or indirect and company has some or plans in the of contract, and trading, and arrangements about joint relationship Shi (appointment contract except), regardless of about matters in general situation Xia whether need Board approved agreed, are should as soon as possible to board disclosure its associated relationship of nature and degree". Note that here "directly or indirectly", "contracts, transactions, arrangements in the plan" is a very broad concept, whether there is a relationship and needs after the disclosure by the Board of Directors to judge.
If the judgement of the Board are not satisfied, of course, objections or even sued. According to the corporate law article 22nd, if shareholders that the Board of voting violate laws, administrative regulations or the articles of Association, can make the decision within 60 days from the date of access to the courts. Therefore, whether China resources continue to tear, to see if they are filed within two months.
However, my personal judgment, even if the litigation, the effect will not be good. Two reasons: first, whether there is a relationship, was a business judgment, the Court will generally follow the Board's decision in good faith. Objection not be avoided here directors or stockholders-others actively avoided, not objects to the directors or shareholders withdraw from voting, persuasion is unlikely.
Second, even if the Court ruled that relationship is not established, Liping Zhang did not vote directly estimate cannot be considered abstain. Now that relationship a ground for disqualification cannot be established, Liping Zhang will be able to vote, so the matter should be allowed to vote again. From the disclosure of information about estimated Liping Zhang would have voted. So, 8 votes in favour, votes will be passed.
Vanke CR debate future predictions
Total idle boring personal speculation. I do not see the European Cup is not gambling, can only guess the play. The best analyst Ren Zeping hopping founder securities
Resumption of yesterday ripping process. I think Wang has took in addition to CR 8 directors, hence we have confidence to a Board meeting. CR look doomed, if 8 people have voted, CRC is not one play. CR began to find fault with certain directors eligible to vote. According to the new financial reporting, relationship to Liping Zhang, is China resources put forward. The reasons for far-fetched, but as we said before, relationships have been very complex, who can say. Vanke's thinking, if not identified relationships, were direct voting by Liping Zhang, China resources can get relations back to question, aggravating to litigation. And 152 of the Constitution to avoid rules that simply avoid it. CR did not expect that such an interpretation can only be dumbfounded. Well, enough still study for it. Arithmetic is no problem, but language and logic could be a sports teacher.
Future trend predictions: it now appears that Wang is not a small victory, I'm afraid to win.
Only preliminary adoption of the resolution of the Board, issue shares to buy assets must also pass resolutions of shareholders, which is two-thirds of the special majority. But this time, calculate the number of attending shareholders the right to vote. China resources holdings now not to 16%, if you want to stop the adoption of the resolution, only or in combination with other shareholders objected, vanke shareholders attended by or for small numbers of votes of the shareholders ' representative, as long as the number of shareholders ' voting rights participating in the vote under 45%, CR a person could veto the resolution (one-third).
Vanke shareholders ' attendance. Indeed, as dispersed ownership of listed companies, vanke shareholders ' attendance rates are consistently low. Most of the time, attendance is less than 40%. May 2015 and August meeting of these two extraordinary general meetings, attendance at only 34% and 38%, respectively. But we can imagine that, as a life and death fight the decisive battle, in this critically important shareholders ' general meeting, vanke will use all powers to mobilize up to shareholders to vote. It was said that Wang frequently away votes, probably is in order to prepare in advance. To Wang Dan's appeal, I expect that this general meeting attendance rate will not be lower.
In the case of attendance rate will not be lower, CR cannot be one check is successful, it is necessary to other shareholders. There are two possible: one is seeking the support of individual and institutional investors, or directly engage in proxy solicitation. CR statement last night that it was not opposed to cooperate with Shenzhen Metro only emphasized that additional price discount is larger, and diluted earnings per share, estimates are prepared for the fight for the hearts of minority shareholders. How to say. After all, shares of vanke 24 Yuan before the suspension was clearly too high, if there is no restructuring plan supported opening slump. Investors will not consider the veto the reorganization plan the adverse effect on share prices.
Another possibility, of course, is combined with Po. Treasure Holdings now exceed 24%, plus CR 16%, totals nearly 40% per cent, enough to veto any resolution. But vanke war treasure can even provoke war of "barbarians", its attitude has been to let people do not understand. Bao spent heavily in gaining the status of the first shareholder of China vanke, has control of the company without any touches. At vanke's shareholder meeting, which is not proposed to replace its own people to the Board, without amending the articles of association or any other action, did not even cast a vote against aggravating. Looks more like a financial investor.
If treasure without gaining control of the vanke determination, then I predict at the shareholders ' meeting, it would not jointly with the CRC check restructuring, because after all, it will have a negative effect on share prices. As a result, CRC will be lonely the last Knight, depends on a person's efforts to win support from minority shareholders.
However, the Po can cost so much effort, why vanke's control did not attempt? Also is used to attempt to now change his mind? Still there hidden behind a bigger game?
Commercial transactions, is really mysterious, people do not understand. Prior to opening, we can only guess and guess.
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