First, the real kung fu is intrigued and full of twists and turns.
1990, Cai Dabiao's brother-in-law, Pan Yuhai, founded-168 dessert house in Dongguan, while Cai Dabiao and his wife, Pan Minfeng, had poor business in the hardware store.
1994, Mrs. and Mrs. Pan Cai each invested 40,000 yuan to open a new restaurant named 168 Steamed Restaurant in Dongguan, which is the predecessor of real kung fu. Pan Yuhai holds 50% of the shares in the new restaurant, while Cai Dabiao and his wife Pan Minfeng each hold 25%. Pan Yuhai is responsible for the preliminary work of the restaurant. Pan Minfeng is mainly responsible for cashier work, and Cai Dabiao is responsible for reception.
1997, 168 Steamed products are booming due to Pan Yuhai's superb cooking skills and the introduction of computer-controlled integrated steaming cabinets. Because 168 is a number when registering a trademark, they registered a double-seed catering company and registered "double seed" as a trademark. The ownership structure of enterprises remains unchanged.
In 2003, Cai Dabiao proposed to Pan Yuhai that he wanted to be the president of the company (Pan had been the president before) and proposed to change his post every five years. Pan Yuhai promised Cai Dabiao to be the next president, and as the vice president, he will undertake the development of stores all over the country.
In 2004, Cai Dabiao redesigned its brand and invited Ye Maozhong to change "Double Seeds" into "Real Kung Fu". In order to control the enterprise, Cai Dabiao arranged for his relatives to enter the management and supply chain of Kungfu. Brother Cai Liangbiao monopolized the computer supply of real Kung Fu, while sister Cai Chunmei mastered the procurement business of real Kung Fu. Li Yueyi, the brother-in-law, monopolized the specialty and kitchenware of shops all over the country, and Wang Zhibin, the brother-in-law, monopolized the poultry supply of Kung Fu. Kungfu has gradually become a family-owned enterprise of the Chua family.
In September 2006, Cai Dabiao outsourced his mistress, and Pan Minfeng finally agreed to divorce Cai Dabiao (undisclosed) and exchanged his 25% controlling stake for custody of his son. Therefore, Cai Dabiao and Pan Yuhai each hold 50% of the shares.
At the end of 2007, Real Kung Fu introduced two venture capitalists, Zhongshan Linkage and Today Investment, and gradually implemented familyization; Among them, there are 5 shareholders: Cai Dabiao and Pan Yuhai each accounting for 465,438+0.74%, Zhongshan Linkage and Today Investment each accounting for 3%, and Double Seed Company accounting for 65,438+00.52%. * * * The Board of Directors has 5 seats, consisting of 65,438+0 directors each, namely Cai Dabiao, Pan Yuhai, Pan Minfeng, Zhongshan Linkage and Today Investment.
In 2008, Cai Dabiao's term of office will soon expire. Pan Yuhai was not willing to be only a shareholder, so he founded a new brand "Master Ha" in early 2008, specializing in beef noodles. In this way, Cai Dabiao is in charge of real kung fu, and Pan Yuhai is in charge of Master Ha.
At the beginning of 2009, Cai Dabiao rejected the investment of more than 34 million yuan. At that time, Kungfu successfully applied for an unsecured loan of 654.38 billion yuan from the bank. In order to ruin the loan, Pan Yuhai immediately told the bank that there were contradictions between shareholders and the loan was risky. At this point, the two major shareholders broke completely.
In March 2009, Cai Dabiao's extramarital affair was exposed and she had an illegitimate child. Pan Minfeng immediately sued Cai Dabiao for bigamy and wanted to get back 25% of the shares.
In August 2009, Pan Yuhai appointed his brother Pan Guoliang as the deputy general manager of Kungfu and became a major shareholder. As a result, Cai Dabiao turned him away, and the two sides broke out. In addition, Pan Yuhai's request to check the financial accounts of Kungfu was also rejected, and Pan Yuhai immediately sued Kungfu.
On February 20 10, the court ruled that Kungfu refused the illegal audit of the major shareholder and asked him to submit the accounting information to an accounting firm for audit.
20 10 pan yuhai pretends to sell his shares, so that Cai Dabiao can gain absolute control. Cai quickly borrowed 37.6 million yuan from the bank, another 36 million yuan from Real Kung Fu Company, and paid Pan Yuhai more than 70 million yuan to buy his shares in Real Kung Fu. After the money was paid, Pan Yuhai did not deliver the shares.
On 2011March 17, some senior executives of Kungfu were taken away by the police on suspicion of economic crimes to assist in the investigation. Cai Dabiao and his sister Cai disappeared immediately. On the day Cai Dabiao left, he appointed his little sister Cai Chunhong as the chairman. However, Pan Yuhai refused to recognize this appointment, and the dispute over control between the two sides has since entered a white-hot state.
20 14 court found that from 2009 to 20 10, Cai Dabiao embezzled and misappropriated more than 30 million yuan of funds from Kungfu Company, which constituted the crime of duty embezzlement and the crime of misappropriation of funds respectively.
In 20 15, Cai Dabiao was sentenced to fixed-term imprisonment 14 for the crime of embezzlement and misappropriation of funds. With the final judgment of the case coming into effect, Cai Dabiao's real Kung Fu equity has entered the judicial auction procedure, and it is rumored that the equity valuation is as high as 2.5 billion yuan.
First of all, the influence of infighting
1.IPO listing is blocked and delayed.
Kungfu originally planned to list Fuji Food on the Hong Kong stock market, but under frequent infighting, both Pan Yuhai and Cai Chunhong said that they would postpone the listing plan. It is unlikely that the real Kung Fu family infighting will be effectively solved in a short time, and the IPO process of the real Kung Fu will be postponed indefinitely.
2. The project ran aground and the venture capital stopped.
Relevant information shows that Pan Yuhai forcibly blocked the lock of the safe where the company's official seal was stored when he was fighting for the control of real kung fu, resulting in the inability to seal the contract and company documents. Therefore, Kungfu was forced to abandon the bidding of Fuzhou Airport and the entry of Wanda in Xiamen Huli. In addition, infighting has also made PE institutions lose confidence in real kung fu investment.
3. Brand reputation plummeted
A person from Guangdong Catering Service Industry Association believes that the constant exposure of local chains in terms of supply and management will inevitably weaken consumers' confidence in the real Kung Fu brand. According to the online survey, some netizens said that they would not buy real Kung Fu food again, and some netizens thought that the infighting between the two major shareholders would make real Kung Fu "rapidly decline" and "possibly close down".
4. The loss of management and the serious decline of the company's performance.
Before Cai Dabiao's criminal case was pronounced, the company's management was seriously drained, and most of the executives who received company options left their jobs. Civil strife in Kung Fu has affected the company's operation. Two months after Cai Dabiao's accident, the company's net profit plummeted.
First, the internal control problems in real kung fu
1. The ownership structure of Kungfu is unreasonable.
Pan Cai and Cai each hold 50% of the shares, which is a serious injury to the enterprise from the perspective of management and decision-making. The closed ownership structure can easily cause disputes among shareholders. Once there are differences of interests among shareholders, the ownership structure without controlling shareholders greatly increases the difficulty of negotiation.
2. The effectiveness of the cooperation agreement is unreasonable.
The Cooperation Framework Agreement stipulates that the general manager candidate and the deputy general manager shall be appointed by Cai Dabiao and Pan Guoliang respectively, and its articles of association have made it clear that the appointment and removal of senior management personnel must be approved by the board of directors. If the judgment is made only according to the Company Law, the agreement is not in compliance with the procedure. It shows that the original system design was not thoughtful, which caused the conflict between the agreement between shareholders and the company's articles of association, and buried hidden dangers for a series of contradictions now.
3. The articles of association are illegal.
According to the articles of association of Kungfu, the management organization is led by the general manager nominated by Cai Dabiao. This article gives the chairman too much power, and the nomination of the general manager should be decided by the board of directors in accordance with the principle of equality and mutual benefit.
4. Disadvantages of family governance model
There is no effective firewall between home and business. Individuals directly hold shares, including Cai Dabiao and Pan Yuhai, three directors and one supervisor. The war of family conflicts burned the board of directors, and enterprises could not make decisions. Foreign capital was dumbfounded and became the object of contention between the two sides. The defects of cronyism in the process of enterprise growth have greatly affected the development of enterprises. In real kung fu, companies tend to be humanized rather than specialized in management.
Before the introduction of venture capital in 2007, Kungfu adopted a "family governance model" and has been operating with its own funds. 20 10 is too eager to achieve success after introducing the scientific thinking mode of Hong, a gold medal trainer in enterprise modernization management. It is thoughtless to take such a "de-familyization" way to improve before dealing with the interests of family members.
5. Irrationality and limitations of human resource management
The IT business of Kungfu has been monopolized by Cai Dabiao's younger brother. My sister is responsible for the overall procurement, and my brother-in-law gradually monopolizes the poultry business. In 2004, my brother-in-law was forcibly introduced as the company's preparatory supplier. Most family members hold very important positions in the enterprise, and it is difficult for employees outside the family to exert their talents and inject fresh blood and ideas into the enterprise. Because family members are often treated differently, it is unreasonable for non-family employees to feel depressed and lose their sense of belonging. This family member's identity weakens the role of performance management, and it is difficult to effectively motivate non-family members' business managers.
6. The monitoring mechanism is not effective.
On the surface, the governance structure of Kungfu is the mechanism of the board of directors and the board of supervisors. But in fact, the shares of Kungfu are highly concentrated, the responsibilities among directors are unclear, and the ultra vires behavior is serious.
Fourthly, the influence of ownership structure design on corporate governance.
(A) the embodiment of control risk in the ownership structure
If there is only one shareholder, a one-person limited liability company can be established, with 100% of the shares.
Where two or more shareholders jointly establish a limited liability company, the shareholding ratio of the two shareholders shall be avoided as far as possible.
Three people holding shares should try to avoid 33%: 33%: 34%. For a company with more than two shareholders, if one of the shareholders wants to enjoy absolute control over the company, then its shareholding ratio needs to exceed 2/3.
Suppose the company has four shareholders, and the shareholding ratio is 50%: 40%: 5%: 5%. Two 5% shareholders' meetings are wooed by 50% and 40% shareholders, which is not conducive to the stability of the company's decision-making power.
In addition, according to the provisions of Article 43 and Paragraph 2 of Article 103 of the Company Law of People's Republic of China (PRC), the resolutions of the shareholders' meeting or the shareholders' general meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be passed by more than two-thirds of the shareholders representing more than two-thirds of the voting rights or those present at the meeting. If the shareholder holding 40% of the shares is an investor, once his decision is inconsistent with that of the entrepreneur, the entrepreneur may not be able to promote the company's major decisions because the investor's equity ratio exceeds 1/3. However, if the proportion of 50%:15%:15%:10%:10% is selected, the founder shareholder of the company is unique, and the proportion of shares of investors and other shareholders is relatively small, which is conducive to the stability of decision-making power.
Enterprise equity has the following points:
67%- Full control
5 1%- relative control right
34%- one vote veto
10%- 10% or more of the voting rights can apply for the right to convene an interim meeting (the company can be dissolved).
5%- warning line for changes in major shareholders (applicable to information disclosure of listed companies)
In addition, you can display controls at the equity level in the following ways:
1. Delegation/agreement on voting rights of concerted parties
2. GP dominant position of limited partnership (that is, the voting right is in the general partner)
3.a /B system
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(b) Ownership structure and corporate governance
Ownership structure is the basis of corporate governance mechanism, which determines the shareholder structure, the degree of equity concentration, the status of major shareholders, the way and effect of shareholders exercising power, and then has a significant impact on the formation, operation and performance of corporate governance model.
Combined with the unreasonable internal equity structure of family business, this paper puts forward the following suggestions:
(1) Improve the Articles of Association
A company is a series of contracts, all of which should be clearly written. If there are any supplements, the Articles of Association can be amended to make the conflicts have rules to follow. Good family business governance must establish a very clear family governance structure, and make it clear and fixed in the form of very formal organizations and rules such as family charter or family parliament.
(2) Improve the internal legal system of the company.
Members of the board of directors should know the legal contents related to the listing of the company. If entrepreneurs have the concept of legal health preservation at the beginning of their business, and have good legal literacy and awareness of rules, then many legal problems can be avoided in the process of enterprise development. Combined with the struggle and feud between Pan Cai and his family, if Cai Dabiao knew enough about the legal consequences of bigamy, and if Pan Cai and his family knew better that the company had an independent personality rather than a plaything in the hands of shareholders, maybe the real kung fu would not be so painful.
(3) Establish a good internal control system and process.
Directors, executives and other personnel must set an example. The system established during the company's transformation period should avoid "personal tyranny", and the goal of transformation is to turn to diversification and socialization of enterprise property rights on the basis of protecting shareholders' interests, and treat all employees equally:
1) financial aspect: strengthen post separation and establish clear approval authority; The approval of the company's payment process and payment application cannot be unified by the so-called "owner" of the company, and all departments should have a clear division of labor and supervise each other;
2) Regularly check the staffing and post setting in the collection process, and regularly check the examination and approval system to prevent managers from directly contacting cash flow.
2. Strengthen the supervision power of independent directors.
Join the independent director system to control the monopoly situation. In addition, the board of directors has set up some special committees to ensure the scientific decision-making of the board of directors.
Step 3 hire a professional manager
Family members should be clear about their role in the enterprise. The needs of companies at different stages are different. Once the founder can't keep up with the needs of the company, he should take the initiative to quit. Hiring professional managers can reduce the problems of cronyism and leapfrog management to a certain extent.
Different ownership structures will produce different governance structures. Only by rationally optimizing the ownership structure can the corporate governance structure be more perfect. Generally speaking, what kind of ownership structure must have its corresponding corporate governance mechanism; However, from the perspective of social resource allocation, what kind of ownership structure can best play an active role in corporate governance is an important topic worthy of in-depth study.