Easy car wants to change an executive for the new concept interaction of the subsidiary. Why is it so difficult?

There is news in the field of car internet recently.

In the process of replacing the senior management of the subsidiary, Easy Car encountered a representative small obstacle.

Easy Car, one of the earliest car Internet platforms in China, was listed on NYSE ten years ago (it will be privatized in 2020).

Xinyi Interactive, a digital marketing solution provider in the automotive industry, belongs to the downstream behemoth of easy car incubation.

From the perspective of ownership structure, Easy Car, as the controlling shareholder of Xinyi Interactive, holds 57.0725%. Even with such a clear relationship, there is still a round of conflict at the end of the year.

After the public announcement in Dragon Qu last year, Easy Car held a press conference, saying that Dragon Qu, the former chairman and general manager of Xinyi Interactive, had been dismissed, but the other party refused to cooperate with the handover.

Creative Interactive, which is still controlled by Dragon Qu, also responded at the press conference last week that it is an "independent company" and "all employees support the legal person Dragon Qu".

Is it difficult to change executives? This problem has occurred very frequently in recent years.

1 Long-standing Council resolutions

The concept of board of directors has been put forward for more than twenty years.

The convening process of the board of directors and the effectiveness of relevant resolutions are also clearly stipulated in the Company Law and the corresponding Articles of Association, and there is no blank area.

Article 109 If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall recommend a director to perform his duties on his behalf.

It is understood that under the circumstances that Dragon Qu and E-Car have great differences on the future operation of Xinyi Interactive, Dragon Qu convened the so-called "Board of Directors" on June 5438+February 65438+April 2020, and dismissed the shareholders of E-Car and two directors appointed by them on the grounds of "withdrawing capital contribution".

According to the articles of association of Kexin Interactive, any board meeting must be attended by at least one director appointed by E-Car, otherwise everything will be decided at the meeting, and the company law also requires more than half of the resolution.

Article 111 A meeting of the board of directors shall be held only when more than half of the directors are present. Resolutions made by the board of directors must be passed by more than half of all directors.

65438+February 14 This board meeting, among the three directors, only Dragon Qu himself attended, which obviously could not be established.

Subsequently, on February 22nd of 12, Xinyi Interactive convened an interim board of directors again, and Dragon Qu no longer held relevant positions; Kong Xiangzhi was elected as the new chairman and Zhang Hongyu was appointed as the new general manager.

There are two directors present this time, which is a legal and compliant procedure.

2 "investment agreement" the correct way to open

According to public information, Dragon Qu joined E-Car in 2000 and was appointed by E-Car to form Innovation Interactive in 2002. In 2007, Dragon Qu became the CEO of Xinyi Interactive, and later served as the chairman.

Tianyancha data shows that Easy Car has long been a major shareholder of Xinyi Interactive. These clear equity relationships in industrial and commercial registration and various websites were questioned at the press conference last week.

Dragon Qu took out a photo and said:

The existing shareholders plan to make a series of adjustments to the company's shareholding structure, so that the company's shareholding platforms (namely, Lhasa Feng Run, Lhasa Runze, Lhasa Hongyang and Lhasa Hongfeng) * * * will become the actual controllers of the company, and the shareholding ratio of Easy Car in the company will eventually be less than 20%.

As for the premise, background and effective time of this equity adjustment, it has been mosaic.

In this regard, the response of Easy Car is that this clause in the "Whereas" part of the investment agreement is a description of possible future arrangements. Easy Car also stressed that it has never promised and has no legal obligation to reduce the company's shareholding ratio to 20%. Therefore, the so-called interaction of new ideas is purely out of context, confusing and has no legal basis.

Generally speaking, in law, the content of the "Whereas" part of a contract is only the background introduction of the conclusion of the contract, not the contract terms that are legally binding on the parties. In other words, Dragon Qu took a legally untenable evidence.

The law gives modern companies rules to follow.

If we carefully study the impact of this round of disputes on the two companies, it will have no impact.

Modern companies are managed by systems and laws, not by people, not by executives.

Only such enterprises are of high quality, and the partners need not be alarmed by the news, but only look at the actual controlling party of the company.

At the press conference a few days ago, Dragon Qu accused Che Yi of pushing "internal contradictions" to the stage, and gave the other party many hats.

No matter how many people first learned about this debate, according to Dragon Qu's press release, in fact, there is no absolute "internal problem" between modern enterprises.

A super company with a market value of several billion, 100 head customers in more than one industry, and the livelihood of hundreds of employees are closely tied together, and there is no "housework".

In the process of corporate governance, minor difficulties are inevitable. As long as we act according to the law, it will come naturally.

In modern business society, people in the workplace should have the spirit of contract and respect the law.

At the press conference, Dragon Qu moved out of the "management team" and kidnapped "all employees" as human shields, revealing the shadow of the rule of man.

Everyone respects the law and the process is in accordance with the law, so that enterprises can operate more benign and faster.