China News Service Client, Beijing, April 27 (Reporter Li Jinlei) Dangdang, a netizen called "Qing Yu Nian", seized power, because "grabbing the official seal" attracted countless eyes.
On the 27th, Li Guoqing denied "snatching" the official seal, "I took the resolution of the shareholders' meeting and the board of directors, took over the official seal and the financial seal, and wrote a receipt to the original custodian. There was no tearing 15 minutes before and after, how can I grab it ?!" "Dangdang needs to use the seal, although contact me."
From Li Guoqing's Weibo.
Earlier, on the 26th, Li Guoqing used the "takeover" of Dangdang official seal to announce that Dangdang recognized Li Guoqing as the company's chairman and general manager. However, Yu Yufang did not want to show his weakness, claiming that the official seal was invalidated, and the so-called shareholders' meeting resolution was invalid.
The people who eat melons looked at the "Live Video of Li Guoqing Robbing the Official Seal" released by Dangdang.com and wondered: Is the official seal valid at this time? Is the "recall" Yu Yu's shareholders' meeting legal? Who is Dangdang now?
Denying " robbing " the official seal, but is the official seal valid?
Self-deprecating "silly and sweet" Li Guoqing this time seized the C position of Internet public opinion by means of "grabbing the official seal". On the 26th, it was reported that Li Guoqing led several big men to "take over" the official seal of Dangdang. The live video showed that Li Guoqing calmly put the official seal into his backpack, and no one blocked it.
Dangdang official seal. From Li Guoqing's Weibo
Subsequently, Li Guoqing issued the "Report of All Employees in Dangdang", saying that an interim shareholder meeting was held according to law on April 24. Through the new "Articles of Association", Li Guoqing was elected chairman and general manager, and Yu Yu no longer served as an executive director of Dangdang. , Legal representative and general manager, have no right to exercise any power in Dangdang Company.
"According to the law to take over Dangdang." Li Guoqing told reporters from ChinaNews.com that the four big men are actually the new directors, the secretary of the board of directors, and sooner or later the company's camera, assistant, administrator, driver, etc.
However, Dangdang soon issued a statement saying that at 9:34 am on April 26, Li Guoqing and five people broke into the Dangdang office area and snatched dozens of official seals and financial seals. The company has called the police. The official seal, the financial seal, and the financial department seal become invalid on the same day.
The official seal from "Takeover" will be used immediately.
Late at night on the 26th, Li Guoqing issued an announcement with the official seal of "Beijing Dangdang Kewen E-Commerce Co., Ltd.", saying that Dangdang Company recognized Li Guoqing as the company's chairman and general manager. Yu Yu should start a dialogue with Li Guoqing in accordance with the qualifications of shareholders and directors.
Announcement of the official seal of Dangdang, which Li Guoqing used to take over.
In response, a staff member in charge of media relations at Dangdang responded to a reporter from ChinaNews.com that the official seal is already being reported, and this has no effect.
Kan Min, the vice president of Dangdang, said in a conference call that he strongly condemned and urged Li Guoqing to immediately correct the violations and return the official seal. The official seal has been reported and is being reissued.
On the 27th, Li Guoqing responded, "Dangdang shareholders, directors, Kan Min supervisors and all Dangdang employees are at ease. Before the introduction of the new seal management method, I will keep these seals alone. They will be tied to the belt during the day and placed under the blanket at night. I bear the responsibility of palm print. Dangdang needs to use the seal, although contact me. "
One side "takes over" the official seal and uses it. The other side says that the official seal is invalid and useless. The question is, is the official seal effective at this time?
Zhao Zhan, deputy director of Beijing Zhilin Law Firm, told reporters at Chinanews.com that according to the "Seal Management Measures", if a seal is lost, robbed or stolen, it should be reported to the public security organ, and it should be re-registered after being declared invalid. Or punctual procedures. The key question is whether the current situation is that the official seal is "robbed"?
Zhao Occupation analysis, Li Guoqing believes that it is taken over according to law in accordance with the resolutions of the shareholders meeting and the board of directors. If the resolutions of the shareholders' meeting and the board of directors are legal and valid, then Li Guoqing's act of seizing the official seal is not civilized, but it is not a legal act of snatching. The Dangdang company cannot apply the official seal reporting procedure to invalidate the official seal. So the root cause is whether the resolution of the shareholders' meeting is legal and effective.
Li Guoqing information map. China News reporter Li Jinlei
Will the “removal” of Yu Yu ’s shareholders be legal?
Li Guoqing said on the 27th: "Yesterday I took over Dangdang, Yu Yu and I accounted for 91.71% of the company's shares. This was a family matter, but I respect the 8.39% of the small shareholders. For this reason, I called a shareholder meeting and won 53.865% (three small shareholders Holding company 8.39%, two accounted for 8.01% voted me to be chairman, general manager). "
He previously stated in the "Dangdang Dangdeng All Employees" that in Dangdang's shareholding structure, Li Guoqing and Yu Yu held 91.71% of the shares during the marriage relationship. Based on the principle of the husband and wife's property during the husband and wife relationship, Li Guoqing currently holds 45.855% of the shares. The remaining shareholders of the company, Tianjin Qiancheng Enterprise Management Consulting Partnership (Limited Partnership) and Tianjin Micro Enterprise Management Consulting Partnership (Limited Partnership), all supported Li Guoqing. Therefore, Li Guoqing currently actually receives 53.87% of the support.
However, the legality and effectiveness of Li Guoqing's interim shareholder meeting were questioned by Dangdang.
Dangdang said on the 26th that Yu Yu and other management shareholders of Dangdang did not know that this "shareholder meeting" was held. Article 43 of the "Company Law" stipulates that amendments to the company's articles of association must be approved by shareholders with more than 2/3 of the voting rights of the company. Dangdang has always had an effective charter, and the executive director is Yu Yu. The matters mentioned in Li Guoqing's resolution involve amendments to the charter and the voting power is less than 2/3, so the "resolution" is invalid.
Kan Min said in the conference call that the current Dangdang shares are 52.23% by Yu Yu, 22.38% by Li Guoqing, and their children hold 18.65% of the shares (held by their parents), two management partnerships With 3.58% and 2.93%. When Li Guoqing sued the divorce, he hoped to get more shares. Marriage litigation is still in progress, and the share allocation has to wait for the judgment of the marriage litigation.
So, is this temporary shareholders meeting legal?
Zhao Occupy believes that Li Guoqing's ultimate success in "power seizure" depends on whether the resolution of the shareholders' meeting is legal and effective. This involves complex issues of company law and marriage law. Equity is a comprehensive right with both personal and property rights, such as voting rights and dividend rights. Although Li Guoqing and Yu Yu jointly invested in the establishment of the company during the relationship between the husband and wife, according to the marriage law, the equity of the two should be the joint property of the husband and wife. However, regarding the management of company affairs, such as the right to vote, because it does not belong to the scope of property, it should be adjusted by the company law.
"So, before the divorce proceedings of the two are closed, the two should independently exercise their shareholder rights, including voting rights, in their own names. This resolution of the shareholders' meeting is likely to be invalidated," Zhao said.
Chen Wenming, the founder of Zhejiang Xiaode Law Firm, believes that in accordance with the company law, the extraordinary general meeting of shareholders shall notify all shareholders 15 days before the meeting. If such a notification obligation is not fulfilled, then the legitimacy of holding shareholders' meetings is questionable.
Chen Wenming pointed out that more than half of Li Guoqing believes that by amending the charter and establishing the board of directors, it is not established. According to the law, amendments to the company ’s articles of association must be approved by shareholders representing more than two-thirds of the voting rights. Moreover, Li Guoqing does not of course enjoy 45.855% of the voting rights.
Yu Yu, co-founder of Dangdang.com.
Who is Dangdang now?
In terms of control, Li Guoqing and Yu Yu have different opinions.
According to Li Guoqing, taking over the official seal and the financial seal is only the first step; the second step is to "set up a cabinet", that is, to form a team; the third step is to be stationed in Dangdang, carry out the office, and "stick the seal" to Yu Yu.
However, Kan Min responded on the conference call that at present, the control of Dangdang is in Yu Yu's hands, and the management team of Dangdang holds the right to operate. "At present, the company's management supports Yu Yu, and Dangdang hopes that Li Guoqing is farther away the better."
Kan Min revealed that Li Guoqing and Yu Yu had had a settlement, but Li Guoqing unilaterally terminated the settlement.
In Zhao Zou's view, although there is a dispute about whether the resolution of the shareholders 'meeting is effective, Li Guoqing's strategy should be that regardless of whether the resolution of the shareholders' meeting is finally deemed effective, he first actually controls the company and strives for the support of employees, even if Yu Yu mentions it Litigation also takes a long time.
Zhao Zou believes that there is uncertainty in the outcome of the lawsuit, not to mention that the divorce lawsuits of Li Guoqing and Yu Yu are still in progress, and the divorce lawsuit may also divide the equity as the common property of the husband and wife, so that Li Guoqing may realize Back-up ticket ".
Zhao Zhan pointed out that before the lawsuit to revoke the resolution of the shareholders' meeting, Dangdang Company will be severely affected by the lack of control of the official seal, and it may even be difficult to operate normally. Of course, it is not ruled out that Li Guoqing's move is just to increase the bargaining chips for divorce proceedings and settlements, because no matter whether the move is ultimately legal and effective, Li Guoqing has the initiative in the short term, and it is not impossible for the two parties to sit down and negotiate again.
And Li Guoqing's shouting today "Dangdang work requires the use of seals in spite of contact" seems to have released a signal of relief. (Finish)