20 13 12 12, Guangzhou Tianhe district court found Cai Dabiao, the former chairman of Kungfu, guilty of corruption and misappropriation of funds, sentenced him to fixed-term imprisonment of 14 years and confiscated his personal property of100000 yuan. At this point, standing in the dock Cai Dabiao noodles don't change color. He is ready to go to jail. He just felt that all this was a last resort. So, what is the reason for the chairman of China's catering industry, Kung Fu, to wear the shackles? What turned him against his brother-in-law who was once a close partner?

It all starts with the creation of real kung fu.

The predecessor of real kung fu

1990, Cai Dabiao's brother-in-law Pan Yuhai founded-168 dessert house in Dongguan. Started his own catering business. And almost at the same time, Cai Dabiao and his wife Pan Minfeng also went into business and opened a hardware store. Pan Yuhai, who is good at cooking, has a good restaurant business, while the hardware store in Cai Dabiao has a bad business. 1994, Cai Dabiao decided to close the hardware store and join his brother-in-law's restaurant. Persuaded by her sister Pan Minfeng, Pan Yuhai agreed to join her brother-in-law. He closed the old shop, and his brother-in-law each invested 40,000 yuan to open a new shop in Dongguan called 107 National Road-168 Steamed Restaurant, which is the predecessor of real Kung Fu. Brother-in-law and brother-in-law partner to open the road to the real kung fu empire.

Pan Yuhai holds 50% of the shares in the new restaurant, while Cai Dabiao and his wife Pan Minfeng each hold 25%. Because Pan Yuhai is a chef, he has mastered the menu of the restaurant and controlled the quality of the dishes, which is the core of the restaurant. Therefore, the early dominance of the restaurant is in the hands of Pan Yuhai. Pan Minfeng is mainly responsible for cashier work, and Cai Dabiao is responsible for reception.

Because Pan Yuhai's cooking is really good, the business of 168 steamed food is booming, and they have opened three local branches.

The beginning of standardization of Chinese fast food

During 1997, Cai Dabiao and Pan Yuhai came across a steam stove while visiting a garment factory in Dongguan, so Pan Yuhai came up with the idea of developing computer-controlled steam cabinets and steam stoves. So he invited a professor from South China University of Technology to develop a "computer-programmed steam cabinet" and a "steam pot" under his own leadership. The successful research and development of the equipment soon realized the standardization and large-scale processing of Chinese fast food. Therefore, at the end of 1997, the restaurant expanded and tried to develop into a chain restaurant. Since 168 is a number when registering a trademark, they registered a double-seed catering company. "Double seed" trademark registration. The ownership structure of enterprises remains unchanged. Two seeds are Pan Yuhai and Cai Dabiao, two major shareholders, who are like two seeds, working together in the same boat.

Brother-in-law's power road

At the beginning of the business, because Pan Yuhai mastered the recipe of dishes and controlled the enterprise, Cai Dabiao was always unhappy because he lacked the right to speak and was not respected by employees. So, in 2003, Cai Dabiao talked to Pan Yuhai and proposed to be the president of the company (Pan had been the president before), proposing a five-year term change. Pan Yuhai thinks that his brother-in-law is very talented in planning, which is beneficial to the development of the company. In addition, he always knew his brother-in-law's depression, so he agreed that Cai Dabiao would be the next president. As a vice president, he undertook the expansion of stores all over the country.

With the development of Pan Yuhai, the number of restaurant stores increased from more than 60 in 2003 to 253 by the end of 2007. At the same time, after 2005, he began to be responsible for the development of North China, and it took only two years to make North China profitable. Then from 2006 to 2007, I turned to be responsible for the management of East China, which took less than one year.

Xiang Zhuang's sword dance is intended to be Pei Gong.

Although Cai Dabiao became the president of the company in 2003, the operation of the company is still under the inertial control of Pan Yuhai. The turning point was in 2004.

In 2004, Gemini entered Guangzhou, but the start was not smooth, so Cai Dabiao invited Ye Maozhong, a well-known planner, to plan the brand again. Ye Maozhong said that the name "Double Seed" is not conducive to developing markets in first-tier cities, and suggested using the new brand "Real Kung Fu". At first, Pan Yuhai disagreed. He believes that "Double Seed" has been in business for 7 years and has considerable brand value. They had a heated debate about it, and finally, with Cai Dabiao's strong insistence and persuasion, Pan Yuhai agreed to use "real kung fu".

Facts have proved that Cai Dabiao's statement is correct, and the profitability and growth rate of Kungfu have been significantly improved. Therefore, Cai Dabiao established his leading position in the company. And in the days to come, employees feel that Cai Dabiao is more capable than Pan Yuhai.

With the promotion of Cai Dabiao's status, he also began to speak for the real Kung Fu. Externally, Cai Dabiao even concealed the fact that the predecessor of real Kung Fu was Pan Yuhai. He also claimed that the standardized equipment of Kungfu was developed by himself, and he took all the credit for the expansion of the store to himself. Never mention Pan Yuhai's contribution. As a result, the media almost only reported Cai Dabiao, ignoring Pan Yuhai. Although Pan Yuhai was angry, he kept silent for the sake of the company's development.

At the same time, in order to control the enterprise, Cai Dabiao arranged for his relatives to enter the real Kung Fu management and supply chain. My younger brother Cai Liangbiao monopolized the computer supply of Kungfu, while my older sister Cai Chunmei mastered the purchasing business of Kungfu and became the purchasing manager. 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.

Divorce and equity increase

Just as Cai Dabiao gradually took control of Kung Fu, an unexpected event strengthened Cai Dabiao's equity. In September 2006, because Cai Dabiao outsourced his mistress, Pan Minfeng finally agreed to divorce Cai Dabiao and exchanged his 25% controlling interest for custody of his son. Therefore, Cai Dabiao and Pan Yuhai each hold 50% of the shares. Kungfu was financing at that time. Pan Minfeng lived with Cai Dabiao as usual after the divorce, in order not to affect Kung Fu financing and not to let the children know that their parents were divorced.

At that time, Xin Xu, the president of Today Capital, was in contact with Kung Fu. At that time, although there was no obvious contradiction between Cai Dabiao and his brother-in-law Pan Yuhai, in Xin Xu's view, the shares of both parties were the biggest hidden danger of the enterprise. Under this ownership structure, the probability of business failure is 95%. So Cai Dabiao found Pan Yuhai and tried to persuade Pan Yuhai to reduce his shareholding through equity transfer. Pan Yuhai knew that once he was transferred, there would be danger, so he refused Cai Dabiao.

In order to cooperate with the financing, Cai Dabiao decided to "family-run" the enterprise and conduct standardized management, and introduced a number of airborne executives such as CFO Hong from McDonald's and KFC, which also led to the departure of a large number of enterprise elders and weakened Pan Yuhai's internal force. At the same time, Cai Dabiao visited the automobile factory to learn the management process. This series touched Xin Xu, so today Capital and Zhongshan Linkage each invested 65.438+0.5 billion yuan in Kungfu, each holding 3%, and the shares of Cai Dabiao and Pan Yuhai were diluted to 47%.

Cai Dabiao broke his word, and shareholders never split.

Five years have passed quickly, and Cai Dabiao's term of office will soon expire in 2008. According to the original agreement, he should give the president to Pan Yuhai. However, Cai Dabiao, who has great ambition, will not hand over the management right easily after he has tasted the power. He refuses to hand over the post of president. At this time, Pan Yuhai has been basically overhead, and the entrepreneurs have almost left. The airborne management are all Cai Dabiao, including the investor representatives of the board of directors, and Cai Dabiao who tends to be good at business.

Pan Yuhai was unconvinced at this time. For five years, he has kept his promise to be a supporter of Cai Dabiao behind the scenes, and everything is handled by Cai Dabiao. No matter what differences of opinion he encountered, he first supported Cai Dabiao's leadership. Even Cai Dabiao deceived the media to tamper with the history of real kung fu and distorted the facts, while Cai Dabiao not only failed to fulfill the original agreement, but also completely marginalized himself.

Pan Yuhai was not willing to be only a shareholder, so at the beginning of 2008, Kungfu negotiated a plan acceptable to all parties: set up a subsidiary and build a new brand "Master Ha", which was managed by Pan Yuhai. Cai Dabiao said at the shareholders' meeting that Kungfu invested 50 million yuan to support Master Ha's operation. In this way, Cai Dabiao is in charge of real kung fu, and Pan Yuhai is in charge of Master Ha.

However, things are often not so smooth. Master ha's business is not going so smoothly. In the first year, he spent160 thousand, but it didn't have any effect. Pan Yuhai deeply felt the hardships of running a new brand, and what hit him even more was that at the beginning of 2009, Pan Yuhai asked Cai Dabiao to cash in the remaining 34 million investment, which was rejected by Cai Dabiao on the grounds of cash shortage of real kung fu. At the same time, Cai Dabiao deliberately kept Pan Yuhai from attending the year-end summary meeting of real kung fu, and even didn't let him know the relevant arrangements for the year-end meeting. At the same time, Cai Dabiao unilaterally cut off Pan Yuhai's information window-OA system. Worst of all, on the occasion of the Spring Festival in 2009, Pan Yuhai sent an open letter to employees to pay New Year greetings, which was finally forcibly deleted by Cai Dabiao.

Pan Yuhai was completely angered. In order to get back at Cai Dabiao, Pan Yuhai, who lost his mind, did an incredible thing. At the beginning of 2009, Kungfu successfully applied to the bank for an unsecured loan 1 100 million yuan. In order to ruin the loan, Pan Yuhai immediately told the bank that there were contradictions between shareholders and the loan was risky, so he tried to suspend the bank loan, even if he was a shareholder. Cai Dabiao was furious, and finally, with the guarantee of capital, Kung Fu got the loan. The occurrence of this incident means a complete break between the two shareholders. Brother-in-law and brother-in-law turned against each other. And this is just the beginning.

Subsequently, in August 2009, according to the agreement signed by the shareholders when VC became a shareholder in 2007, the general manager was appointed by Cai Dabiao, the deputy general manager was appointed by Pan Yuhai, and Pan Yuhai signed his brother Pan Guoliang as the deputy general manager. However, Cai Dabiao refused to be appointed and was forbidden to enter the office of Kungfu headquarters, so Pan Minfeng and Pan Yuhai's wife Dou He blocked the door of Kungfu headquarters for five hours. Afterwards, the board of directors of Kungfu condemned the shareholder Pan Yuhai and the supervisor of the board of directors, and asked Cai Dabiao and Pan Yuhai to resolve their differences by themselves. Obviously, today's capital, as a venture capital, and Zhongshan are on Cai Dabiao's side.

Cai Dabiao's plot and shelling plan

Obviously, at this point, it is impossible for both sides to cooperate and there is little hope of a peaceful breakup. Both sides are determined to win control of the company. So, Cai Dabiao made up his mind to hire a lawyer and control his real kung fu by hook or by crook. After analyzing the advantages of both sides, lawyers made a "shelling" plan for Cai Dabiao from the legal point of view. By transferring the assets, business and supply chain of Kungfu to the new legal entity, the original enterprise became an empty shell and Pan Yuhai was completely eliminated.

This plan is divided into three steps.

1 control the board of directors. After being invested in 2007, the board of directors consists of five representatives: Cai Dabiao, Pan Yuhai, Pan Minfeng, Today Capital Representative and Zhongshan Linkage Representative. Cai Dabiao first acquired 67% of the shares of Zhongshan Linkage, thus controlling the board seats of Zhongshan Linkage. At the same time, on June 30, 2009, the operating period of Double Seed Company expires and it will be liquidated. Pan Minfeng, who was appointed as a double seed company at that time, naturally withdrew from the board of directors. In addition, Cai Dabiao dismissed Dou, the current supervisor, through the board of directors on the grounds of incompetence, and Cai Dabiao took over. At this point, Cai Dabiao successfully took control of the board of directors.

When Cai Dabiao takes control of the board of directors, he will prepare for the shelling. First of all, he plans to change all the legal representatives of the eight subsidiaries under the name of Kungfu into himself by voting on the board of directors. Then, we voted to deprive the Guangzhou Kungfu Restaurant, where Cai Dabiao and Pan Yuhai each hold 50% of the shares, of the Kungfu trademark and give it to Dongguan Kungfu.

Once the above preparations are made, Cai Dabiao will jointly set up a new company with Zhongshan and Today Capital, and the subsidiary of Kungfu will be sold to his new company with about net assets through a board vote. In this way, Cai Dabiao completed his golden cicada plan, and the original kung fu became an empty shell. Pan Yuhai can only get a sum of money to sell assets according to the equity distribution, and he is completely out.

Cai Dabiao thought his plan was perfect and began to implement it step by step.

It happened when it was discovered that Cai Dabiao had escaped.

When Cai Dabiao was planning a "bombardment" plan, after Pan Guoliang failed, Pan Yuhai asked to see Kung Fu's account book, but was rejected. So Pan Yuhai sued Kungfu, and the court ruled that Kungfu would submit the accounts settled first to the accounting firm entrusted by Pan Yuhai for audit on February 20 10. The struggle between the two sides has become fierce.

20 1 1 On March 7th, 2008, some senior executives of Kungfu, including Cai Dabiao's secretary and deputy general manager Hong, were taken away by the police on suspicion of economic crimes. At this time, Cai Dabiao absconded on suspicion of misappropriating public funds. Before fleeing, he signed two written documents, appointing his younger sister Cai Chunhong as the chairman and nominating Xian Shunxiang as the general manager of the company.

On March 18, Pan Yuhai took a group of people to control the Kungfu headquarters and monitor Cai Chunhong's office. At the same time, Pan Yuhai suspended Vice President, Chief Financial Officer Xian Shunxiang, Legal Manager Xu Xiaoxiang and Human Resources Manager Feng Jing through internal posting.

On April 1 1, Pan Yuhai released a set of confidential documents obtained from the safe of Kungfu headquarters, which was the shelling plan formulated by Cai Dabiao. After getting this secret document, Cai Dabiao was accused of going to court. On April 22nd, Cai Dabiao, who fled, was arrested, and then in May 1 1, Kungfu announced the vice chairman as the chairman. At this point, Pan Yuhai officially took control of the real kung fu. The battle ended with Pan Yuhai's victory for the time being.

But Pan Yuhai didn't win completely. He was only in charge of real kung fu for the time being. In 20 13, Cai Dabiao was sentenced to fixed-term imprisonment 14 years, but he just lost his personal freedom and suffered from prison. Cai Dabiao, who was in prison, brought a lawsuit to the court on the grounds that he did not attend as a member of the board of directors and no corresponding representative voted to appoint Pan Yuhai as the chairman, demanding that the appointment of the board of directors be invalidated.

2065438+20, 2006, the court ruled that the resolution of the board of directors was invalid, but Kungfu appealed the court's decision and the case is still under trial. Pan Yuhai is likely to lose his position as chairman. At the same time, because Cai Dabiao owed nearly 100 million yuan in bank loans and other payments, the Cai family was unable to repay it, and Cai Dabiao's equity was being auctioned. It is possible that new forces will enter the board of directors to compete for the control of real kung fu. The battle is still going on.

comment

1 Kung Fu's competitive power has brought great harm to enterprises. As a founder, the initial shareholding structure must be reasonable. Avoid such incidents as real kung fu.

As an investor, we should take the development and profit of the enterprise as the position, and should not take sides with any party when there is a contradiction between shareholders, but should act as a middleman to mediate conflicts, resolve crises and make the enterprise better.