Chapter 563 Tenda's Six Independent Directors

Early in the morning, Song Ci walked through the corridor toward the innermost office.

As I passed by the COO's office, my gaze swept over it casually.

The door was half open, and Wang Jing was seen with her back to the door, fiddling with a row of thriving green plants on the windowsill.

Holding a spray bottle, water droplets are evenly sprinkled onto the emerald green leaves.

Song Ci paused slightly, stopped in front of the door, and knocked three times on the door panel, neither too hard nor too soft.

"Knock knock knock!"

The crisp knocking sound made Wang Jing turn around. Seeing it was Song Ci, she smiled and said, "Mr. Song, good morning. What's up?"

Song Ci nodded slightly: "Let's have a small meeting of the three of us to discuss something important."

Upon hearing this, Wang Jing's expression turned serious: "I'm coming right now."

He put the spray bottle aside, grabbed his notebook from the desk, and strode out.

After informing Wang Jing, Song Ci went straight to the CEO's office across the street and knocked on Zhang Yong's door as well.

The chairman's office is spacious and bright, with a constant temperature air conditioner maintaining a cool and pleasant temperature.

The secretary served hot tea and coffee, their fragrant aromas slowly spreading.

Without any pleasantries, Song Ci got straight to the point: "I'm planning to reorganize the board of directors."

Wang Jing's hand, which was about to pick up the coffee cup, paused slightly, and the dark brown liquid in the cup immediately rippled.

I was utterly astonished: the group's new round of organizational restructuring was just finalized yesterday, so why is the board of directors being changed again today?

This unexpected action left her completely baffled.

Compared to Wang Jing's surprise, Zhang Yong was much calmer. His eyes were deep and thoughtful as he tentatively asked:

"Is this in preparation for a US listing, regarding the hiring of independent directors?"

Song Ci nodded slightly, confirming Zhang Yong's guess.

"Yesterday, I was chatting with Shishi and we talked about the requirements for the board of directors of US-listed companies. Thinking about the current composition of Tenda's board of directors, we need to plan ahead."

He further explained, "When the group was not listed, there were no strict requirements for independent directors in China, and the company's current model operated smoothly."

However, once the process of listing in the US begins, it must comply with Nasdaq's regulatory requirements.

As chairman, he was above the entire company's management; this is the typical structure of companies in East Asian countries.

In China, they are called Chairman of the Board; in Japan and South Korea, they are called President or Chairman of the Board, and the terms are similar.

However, if Tenda Group were to list in the US, its board structure would need to undergo fundamental changes.

Zhang Yong nodded in agreement: "We should indeed start the reorganization as soon as possible and allow sufficient time for integration. Last-minute efforts are likely to lead to mistakes at crucial moments."

After Song Ci and Zhang Yong pointed it out, Wang Jing immediately realized that the COO's role made her particularly sensitive to processes and standards:

"Yes, Mr. Song. According to US stock market regulations, a complete board committee system must be established."

In particular, the three core committees—audit, compensation, and corporate governance—require at least three independent directors to lead them.

So, what are your plans regarding the selection of independent directors?

"I thought about it all night and have a preliminary plan to form an eleven-member board of directors." Song Ci was already confident. "Among them, Yong Ge, Jing Jie, and I will serve as executive directors (internal directors)."

Regarding other shareholders, two non-executive director seats will be granted. In addition, six independent directors will be appointed.

This structure ensures both the execution of the company's strategy and full compliance with Nasdaq listing requirements.

Wang Jing's mind raced as she quickly processed the information. Of the five non-independent directors, besides the three core management members, there were two seats remaining.

She was almost certain that Lin Hao, president of the major shareholder Shan Hai Capital, would occupy one seat, and the other seat would most likely belong to ICBC, a strategic partner of Tengda.

Zhang Yong quickly reviewed international practices in his mind: a board of directors of nine or eleven members is indeed the standard for large US-listed technology companies such as Apple and Google.

"Regarding the six independent directors, do you have a direction for potential candidates?" he pressed, as this was the key question.

Song Ci picked up two freshly printed documents, still slightly fragrant with ink, from his desk and handed them to his right-hand men:

"These are the profiles of six candidates I have initially selected based on the company's future strategic needs. Please take a look and we will discuss them one by one."

Zhang Yong and Wang Jing took the documents and examined them intently. The resumes of the six candidates, printed in black and white, were truly impressive:

1. Zhao Lan: A Chinese American, former U.S. Secretary of Labor, with extensive experience in public policy, business operations, and non-profit organization management.

Wang Jing asked in surprise, "Chairman Song, can we really get this person to come?"

Song Ci's tone was calm: "The possibility is not small. Ms. Zhao is currently a senior researcher at the Heritage Foundation, a think tank, and is very interested in joining the board of directors of large listed companies."

I had someone investigate; she'll be accompanying her father on a research trip to northern Xinjiang next month, and I plan to arrange a meeting.

Zhang Yong nodded in agreement: "Ms. Zhao is well-versed in the rules of the game among the top officials of the United States and possesses powerful political and personal resources."

Joining Tenda would be highly beneficial, as it would provide strategic advice to the company in dealing with US scrutiny.

Wang Jing carefully chose her words, raising a potential concern: "I wonder what her stance is?"

An objective analysis of Song Ci's work states: "He belongs to the pragmatic and balanced school of thought. His stance is difficult to define with simple labels; the key lies in the alignment and communication of shared interests."

2. Wen Jiangtao: Chinese American, professor in the Department of Computer Science at Tsinghua University, and a world-renowned expert in algorithms and multimedia technologies.

3. Xue Weicheng: Chinese American, senior partner at Skadden, D.C. LLP.

He previously served as a senior legal advisor at the Office of the United States Trade Representative, specializing in international trade law, cross-border compliance review, and high-tech export control.

Seeing this, Zhang Yong and Wang Jing couldn't help but feel a sense of emotion.

One of these two candidates is a top scientist who can provide guidance for Tenda's future technology roadmap;

The other is a senior international legal expert who can provide the highest level of legal risk assessment for every overseas expansion, technology export, and cross-border merger and acquisition by Tenda.

The chairman has put in a great deal of effort to expand Tenda Technology's global presence.

"You've really gone to a lot of trouble." Zhang Yong sighed softly and continued browsing:

4. John Myers: American, former technical consultant at Google and senior architect at Amazon AWS, currently provides technical consulting services to many well-known internet companies.

5. Zhang Yu: A Chinese national, former commercial counselor at the Chinese Embassy in the United States, a senior diplomat, and currently an investment advisor for a Middle Eastern sovereign wealth fund.

Having been deeply involved in WTO negotiations and numerous major bilateral trade agreements, he is adept at interpreting complex international political signals.

6. Ma Weihua: A Chinese national, former CEO of China Merchants Bank, and one of China's most innovative bankers, proficient in comprehensive financial services and capital operations for large groups.

After reviewing the impressive list covering political, business, academic, legal, technological, and financial sectors, Zhang Yong and Wang Jing exchanged a glance, both seeing a hint of shock in each other's eyes.

This list not only demonstrates Song Ci's extensive network and vision, but also reflects his profound insight and precise planning for the future development of Tengda.

Each candidate represents a key juncture that Tenda may encounter in its globalization journey.

Amidst her emotions, Wang Jing's gaze swept over the names of the four American citizens on the list once more, and a trace of worry rose in her heart.

"Chairman Song, is the proportion of American citizens among the six independent directors a bit too high?"

If we let them join core committees like those for auditing and payroll, I'm worried..."

Zhang Yong understood Wang Jing's unspoken meaning and chuckled, "President Wang, you're overthinking it!"

All directors, including the six independent directors, ultimately need to be elected by a shareholders' meeting vote to take office.

Independent directors should understand that their positions are derived from Chairman Song's approval!

Their independence is reflected in their independent judgment based on professional knowledge, rather than in resisting Chairman Song's will.

Wang Jing immediately understood and realized that she had overlooked the most crucial point: the equity structure!

He couldn't help but slap his forehead in self-deprecation: "Look at me, I'm so foolish, worrying about nothing."

She instantly realized that Song Ci's control over Tengda Technology did not lie in the number of seats on the board of directors, but rather in his unshakeable super voting power.

He personally holds 24.225% of the shares and also effectively controls Shanhai Capital (holding 24.225%), Zhongxin Investment (holding 20.1875%), and the employee option pool (7.075%).

Furthermore, these shares are all Class A shares with 20 times the voting rights. Roughly calculated, he effectively controls over 93% of the voting rights!

Under such absolute control, any director, including independent directors, must respect this reality in order to perform their duties.

The highest authority in Tengda Technology has always been firmly in Song Ci's hands and has never been divided.

Song's tone was calm, seemingly unconcerned that hiring external independent directors would hinder his control of the company.

"Tengda needs to leverage their credit to conquer Wall Street; leverage their minds to refine our strategies; and leverage their connections to overcome the obstacles we cannot overcome."

He paused, then said firmly, "They're not here to take a slice of the existing pie; they need to help us make the pie bigger so we can share the profits."

If Tenda Group wants to gain a foothold globally, it must learn to conquer the world using the world's rules.

Zhang Yong nodded secretly, sensing that the scope of Song poetry was becoming increasingly grand.

They no longer fuss over the minutiae of power within the company, but instead turn their attention to the broader global business landscape.

“Let’s proceed in this direction for now,” Song Ci finally decided. “If any of these six people do not accept the nomination, we will discuss alternative options.”

Once the list of independent directors is finalized, an extraordinary general meeting of shareholders will be convened immediately!

Wang Jing's face regained its usual capable smile, and she joked:

"According to the practice of listed companies, we will have to change your title to Chairman of the Board from now on, which sounds more international."

Song Ci chuckled and waved his hand: "The title of Chairman of the Board sounds prestigious, but in reality, it's no different from that of Chairman of the Board; it's just an empty title."

At the same time, in a coffee shop opposite the Tengda Technology Building.

The manager pushed open the door to the private room, his face plastered with familiar respect: "Miss Liu, please come in. The guests have arrived."

Liu Shishi nodded slightly and instructed her assistant and bodyguards behind her, "You can wait for me outside."

After saying that, he walked alone into the familiar private room.

Inside, a middle-aged man with thick, black-rimmed glasses heard the noise, stood up, and stepped forward, handing over a business card with both hands.

"Mr. Liu, hello! I am Luo Yonghao, CEO of Smartisan Technology."

Liu Shishi took the business card with her slender fingers, glanced at it with her eyes down, and quickly recalled the information her assistant had prepared in advance.

He gave a polite, slight smile and said, "Hello, Mr. Luo."

After a brief exchange of pleasantries, Liu Shishi walked to a window seat and sat down. Outside the window, the glass curtain wall of the Tengda Technology Building across the street gleamed in the sunlight.

A slight ripple stirred within her: In this position, she had already met many prominent figures in the business world, and in the future, she would undoubtedly meet even more.

Because of her pregnancy, she only ordered a glass of warm water. After the waiter left, she got straight to the point and asked, "Mr. Luo, what brings you to meet me amidst your busy schedule?"

Luo Yonghao straightened his expression and said solemnly, "I've heard that Mr. Liu owns an investment company and is very interested in the technology industry."

My company, Smartisan Technology, focuses on the mobile phone industry. Today, I am taking the liberty of visiting you to offer my services to Mr. Liu and seek strategic cooperation.

"I would like to hear the details." Liu Shishi gestured for her to proceed.

Luo Yonghao quickly opened his laptop, turned the screen to face Liu Shishi, opened the carefully prepared PPT, and began his speech with great confidence.

It tells a story of craftsmanship, the pursuit of perfection, and the dream of overthrowing Apple...

Liu Shishi listened quietly, occasionally taking a graceful sip of warm water, her eyes remaining clear. Until Luo Yonghao finished his presentation, he spoke softly:

"Mr. Luo, your ideals are very inspiring. But as a potential investor, I am more concerned with the business logic of the product itself."

I would like to ask, what is Smartisan's core competitive advantage that distinguishes it from other competitors?

Is it the unique industrial design, Smartisan OS, or... your personal appeal?

Luo Yonghao perked up, feeling that things were finally on track, and immediately replied: "I believe the three complement each other, especially our operating system and industrial design!"

Smartisan OS boasts a skeuomorphic design and revolutionary interaction details, which constitute our strong software barrier…

Listening to the other party's lavish praise on their own products, Liu Shishi smiled slightly and interrupted, "Visual style is a matter of personal opinion."

However, my husband once said that the competitive advantage of a mobile operating system has never lay in its surface-level UI design, but rather in its underlying optimization and application ecosystem.

She paused briefly, her eyes sharp: "Mr. Luo, may I ask about Smartisan Technology's secondary development based on Android?"

In terms of memory scheduling, power consumption control, and system fragmentation handling, what data-driven performance advantages does it have compared to Xiaomi's MIUI and Meizu's Flyme?

"This..." Luo Yonghao was speechless for a moment, his carefully prepared rhythm was disrupted.

These words completely overturned his understanding of this top female star. He never expected that she would skip over the glamorous appearance and go straight to the core of the technology.

After a brief pause, he quickly changed tactics, took out a T1 engineering sample from his bag and handed it over, attempting to change the subject:

"Mr. Liu, our industrial design has won an international award, with its perfectly symmetrical body and hidden card slots..."

Liu Shishi took the phone, played with it for a while, and said in a calm tone: "Judging from the model alone, the design is indeed very strong, and the feel is also good."

Just as Luo Yonghao's face showed a slight smile, Liu Shishi abruptly changed the subject.

(End of this chapter)