Song Yi

Chapter 322 The company's doubts

Han Jiang said: "The most important thing is that Brother Yunfan said that this company is where everyone contributes money and food, and everyone has vital interests in it, so they will do it seriously. As for the part of the government's shareholding, the manager does not work in the government. The local government can't dictate the company's operations, and the company is completely managed by itself, so the shareholders can feel relieved."

Su Shi added: "There is another advantage of the company that I am very interested in, that is, the company's limited..., limited..." Brother Yunfan said

"Limited Liability!"

"That's right! Limited liability! The most fearful thing in business is losing money. Once you lose money, you will lose all your money. Not only will the money and food invested be wasted, but your wife, children, and family will suffer. Now according to Brother Yunfan's idea, the company implements limited liability , as much as the company has, as much as the company has, until the end of the company, the property of the shareholder’s family cannot be used to accompany it, let alone the relatives of the shareholder. This is very good.”

Han Jiang murmured: "Then if the company deliberately owes debts far exceeding the company's property, and cannot chase after his family's money to accompany it, wouldn't it be unfair to the creditor?"

Du Wenhao said: "First of all, market operations are risky. Every merchant has the obligation to investigate the real asset strength of the person you do business with. You should investigate whether the other party is an insolvent company. Of course, you must start a business. A company must have property, and you cannot open a pocket company without money. To establish a company system, you also need a company registration review system, that is, the government checks whether the company has so much money to start a company. After review, it is indeed a rich company It can only be opened. In the process of operation, an annual review is required every year to see if it is still in operation and whether it has become insolvent. If it does not manage well and loses all its money, it cannot be allowed to continue to operate at this time , there must be a system to end such insolvent companies so as not to harm the interests of creditors. This requires the introduction of a bankruptcy system.”

Du Wenhao used too many new terms in this passage, the two of them couldn't understand at all, they looked at Du Wenhao dumbfoundedly, waiting for him to explain further.

Du Wenhao patiently explained to them what is the company registration system, what is the company annual review system, and what is the company bankruptcy system.

The two were dumbfounded, and Han Jiang stammered and asked, "Brother Yunfan, it's so complicated...how did you come up with it?"

Du Wenhao smiled: "It's all about human effort. I don't know whether these systems can be applied. Whether ordinary people can accept it."

Su Shi shook his head and said: "Since Brother Yun Fan is asking for the opinions of the two of us, then Su Mou is telling the truth. Su Mou thinks that these systems are too complicated, let alone the common people, just the two of us." For me, it is not easy to understand. I am afraid that it will be difficult to promote.”

Du Wenhao said: "Yeah, I've also thought of this point, steamed buns have to be eaten bite by bite, roads have to be taken step by step, I'm not in a hurry to promote it comprehensively, and I'm not in a hurry to formulate so many systems, so I didn't legislate in advance, just directly The purpose of calling the grain merchants to ask for opinions is to set up the company first and let the market test it out to see if the system of public-private partnerships can continue to operate. If it works, then slowly formulate regulations and make adjustments. This is called feeling the stones Cross the river!"

Han Jiang and Su Shi glanced at each other and nodded.Su Shi said: "This way of thinking is correct, and we all believe that the system of the company still has its temptation, at least it can benefit the common people."

Han Jiang said: "Brother Yunfan's company system of separation of government and business can prevent officials from using their power under the guise of political reforms to fish and meat the common people! Very good! However, these system regulations must be enacted into laws and clarified so that the common people will know and be believe."

Du Wenhao said: "Hehe, what you two said is very pertinent, and the suggestions you put forward are very good, which has increased my confidence in the new law. I plan to formulate the company law after the establishment of the company and implement it within the scope of Yazhou. In fact, the company system The biggest advantage is that it can concentrate the financial resources of all parties, especially with the participation of the government Changping warehouse, which can use the abundant financial resources to make the company bigger and stronger, so that it can be competitive and withstand market risks.”

Du Wenhao added some modern vocabulary to these words. Han Jiang and Su Shi heard them very freshly, but they could roughly guess what they meant.After thinking about it, they all nodded in agreement.

Su Shi used to be the magistrate of the state and managed the official Changping warehouse and Guanghui warehouse. He asked: "Brother Yunfan said just now that the steward's contribution should be limited to [-]%, and no more than half. According to this method, I'm afraid not It can be done by using too much food from the official storehouse, and the money that can be earned by the court is not much. Although it is convenient for the people, the benefit of the court is not high after all, I am afraid that there will be objections from the court..."

Du Wenhao said with a smile: "You've hit the point. Of course there is a solution to this problem. You can't just set up one lending company, you have to open multiple ones. This has two advantages. First, it introduces a competition mechanism, so there are multiple lending companies. Competing with each other will reduce the interest to the lowest possible level, and the common people will get benefits. Of course, these companies must be prevented from colluding to drive up prices. For such collusion and price hikes, the government will punish the companies. The punishment is limited to economic sanctions and ordered to make corrections. If the corrections are not made within a time limit, the penalties will continue until the corrections are made, and the qualification of the leading colluding company can also be revoked."

Han Jiang and Su Shi had never heard of this kind of market administrative management method, and they were very surprised.

Du Wenhao continued: "The second advantage is that there are more companies like this, which can increase the income of the court. Any system should be a win-win result for the court and the people. Everyone can benefit. long."

Han Jiang and Su Shi nodded again and again.Han Jiang stroked her white beard and looked at Du Wenhao and said, "To be honest, the new law that the Holy Master praised you was very innovative and attractive, but I still have some doubts in my heart. Only then did I truly feel that what the Holy One said was true. I can't say what the reform will be like, but I think it is completely feasible for this law alone."

Du Wenhao cupped his hands and said with a smile: "Thank you for the compliment. In fact, the company can do a lot more than just lending money."

"What else can I do?" Su Shi asked.

"For example, we can transfer the affairs of Shiyi Division to the company."

"You mean, let the company buy low and sell high to stabilize prices?"

"Yes, to put it simply, as long as it is a businessman's legitimate business, the company can handle it. From the production and manufacturing of products, to transportation, to sales, to various service industries, it can be done. Of course, it cannot be handed over to lending companies. According to the needs of the market, we can set up companies with various purposes. That’s another story.”

Su Shi said: "Yes, let's set up the first company first and see the effect. If it works, we will do it well and become a model. If we have a model, we can make money. Which businessmen will be interested and enthusiastically participate in it." If you join, the common people will support it when they get the benefits, and then the necessary norms will be formulated, and the merchants and the common people will be interested in understanding it.”

The three of them looked at each other and smiled, and then discussed how to operate in detail.

Now there is no grain and official bank in the Yazhou official warehouse, but the Changping warehouse on Chengdu Fu Road is here, which is not a problem at all. Han Jiang immediately said that he will set off for Chengdu immediately the next day, and give priority to deploying the Changping warehouse in Yazhou Food and disaster relief food and silver.This is a matter within his purview, and he decides to do it.

Then discuss who will be the representative of the government office.You have to think about it. This person must be business-minded, know how to do business, and be upright and fair, so that he can gain the trust of the grain merchants. Therefore, it is best to choose from among the local officials.

The three of them were newcomers and were not familiar with the local officials. After discussing, they decided to let the grain merchants who were willing to buy shares recommend them, and then work with the officials.

After discussing, the three returned to the hall.

The grain merchants were still talking about it, and Du Wenhao could tell from their faces that they obviously had doubts about this piece of pie that jumped from the sky.

Du Wenhao said with a smile: "How about it, everyone, is there anyone willing to invest?"

All the grain merchants did not speak, and lowered their heads to think about their thoughts.The scene suddenly calmed down.

Du Wenhao was a little embarrassed: "Why, you don't want to do loan business anymore?"

The old grain merchant cupped his fists and said, "My lord, it's not that I don't want to do this lending business, but..., this..."

"Just say something, don't hesitate."

Freedom of speech in ancient times was far inferior to modern times, and a slight mistake could lead to death, especially when talking to officials and lords, so these people were very nervous and waited and watched. No one wanted to make the first shot. The old man also looked around hesitantly, without speaking.

Du Wenhao said: "Hehe, old man, the speaker is not guilty. As I said earlier, I called everyone here to discuss matters. I don't mean to force you at all. You can speak directly if you have anything to say. If anyone is punished for speaking today I'll go to the door and kowtow to apologize, and you can also call me the eighteenth generation of Du Wenhao's ancestors! No problem!"

Hearing this, the old man shook his head and said, "Okay! Since the old man has said everything to this point, it will be too shameful for the old man not to obey his orders. Anyway, my family and life are also led by the old man." The soldiers rescued me. If the old man hadn't wiped out Fanjun, my whole family would have died, let alone food. I'm also seventy this year, old man, so I'm not afraid of anything..."

Du Wenhao smiled wryly: "Don't worry, I will guarantee you with my reputation that you are innocent and will never be held accountable."

"Thank you, my lord!" The old grain merchant bowed, "What we are all worried about is the company that the lord said. We have never seen or participated in it. Naturally, we can trust what the lord said, but, In the future, the old man will leave and change another official, and his ideas will be different, so we are afraid that if we put money and food into it, we will lose all our money.”

Now that the old grain merchants took the lead, all the grain merchants also echoed and expressed their concerns.

Du Wenhao was a little dumbfounded. He thought things too simply. When the company system in the modern sense first appeared in medieval European countries, which countries had a relatively strong sense of democracy, a strong atmosphere of republic and civil rights, and stronger legal awareness than China .Their national conditions are completely different from China.

However, China’s autocratic monarchy has existed for 2000 years. It has always been ruled by man, and there is almost no stage of rule of law. From the monarch to the people, the awareness of the rule of law is very weak, and the company system needs perfect legal regulations as the backing to be able to play its role. The role of shareholders, such as the limited liability of shareholders, can only be guaranteed under the rule of law. However, in the environment of rule of man, the officials have the final say, and the officials say that shareholders should bear the responsibility. Who would dare not listen?
Of course, Du Wenhao will not give up on this. The rule of law also starts from the rule of man. When the earliest countries appeared, it was impossible to be a society ruled by law, and they all came from the rule of man step by step.Perhaps I can start the construction of the legal system in ancient China from Yazhou. As long as the imperial power is not involved, the constitution is not involved, the civil rights movement is not involved, and the interests of the imperial power are not endangered, it is still possible to implement the rule of law.But this work has to be done step by step.

Du Wenhao said: "The emperor has authorized me to implement reforms in Yazhou. If there are reforms, there will definitely be legal regulations. This kind of regulation is promulgated and known by the whole Yazhou. Everyone can supervise it. Of course, I can fully understand everyone's concerns. Understood. It is also very realistic. How about this, let me make a guarantee here. Before I am transferred to leave Yazhou in the future, the shareholders who have invested can withdraw their shares at any time to ensure everyone's interests. This regulation will also be written into the company that we will issue soon in the law."

The old grain merchant asked again: "Which one joined the company management on behalf of the government?"

Du Wenhao said: "I discussed with the two adults, the shareholders can recommend candidates, and the yamen can decide."

The old grain merchant shook his head and said, "If you want to offend the old man, I'm not sure who will be chosen. I'm afraid no one will dare to invest in it."

The rest of the grain merchants also nodded one after another. They are too aware of the official style. As long as they are officials, even Zhima officials are also officials and parents, and they cannot be equal.

Du Wenhao was a little stunned, which he did not expect, and asked, "Then what do you think should be done?"

The old grain merchant looked around, bowed and cupped his hands and said, "My lord, you came up with this idea, and you are very familiar with this system. If you don't join this first company, I'm afraid no one will understand, and you will be fine." No one can play around, and if it is another master, I dare not tell others, at least I dare not become a shareholder."

"Me?" Du Wenhao was very surprised, glanced at Su Shi, then at Han Jiang, and said to the old grain merchant: "But according to the regulations, officials who join the company on behalf of the imperial court to manage the property invested by the imperial court are not allowed to hold positions in the government. I am appointed to be in charge of Yazhou, and there is no way to resign from this position."

Han Jiang was scheming and scheming. He was also a loyal follower of Wang Anshi's reform at the beginning, and he was Wang Anshi's right-hand man. In the past 20 years of reform, he has tasted enough ups and downs. Among them, the most insightful thing is that the reform is advancing too fast.Therefore, Han Jiang turned her face and said in a low voice: "Doctor Du, I think this old man is right. People don't understand the system of the company. If you don't participate, everyone doesn't know what to do. Especially, you lead the army to destroy Xishan invaded the Fan army and rescued the majority of Yazhou people. The people are very grateful to you. You have a high prestige among the people, and everyone recognizes your account. If you come forward, things will be much easier to handle, and it will be easier to establish a relationship between the two sides. trust."

Su Shi also said: "What General Han said is very true. How about choosing two representatives to join the company, one is Mr. Du, and another one who understands business and is honest and responsible, and learn from Mr. Du, and wait for the company to take over in the future?" Now that he is on the right track, everyone thinks he can do it, Master Du will withdraw again and concentrate on politics, of course, the two of them can only count as one vote in the vote, what do you think?"

All the grain merchants applauded that this method is good.

The old grain merchant asked again: "Then who has the final say on the company's affairs? Is there a leader to be elected?"

Du Wenhao said: "To select the head, the head of the company is called the chairman. However, the chairman has no right to decide on any major matters of the company. These important matters can only be decided by the shareholders' meeting, that is, all shareholders discuss and decide collectively. Which It is a major matter, which must be regulated by the company's articles of association. For example, the determination of dividends, newcomers' shares, shareholders' withdrawal of shares, business expansion, etc. The shareholders' meeting discusses and decides on major matters, which must be passed by a double majority. What is a double majority? Majority and equity majority, that is to say, more than half of the shareholders who agree to a certain plan, and more than half of the shares held by these shareholders, both are indispensable.”

All the grain merchants were talking about it again, and they all had happy faces. They all thought this idea was good, because the government owns nearly half of the shares, and as long as they win over a certain shareholder, it can exceed half, so that they can control the entire company.With the implementation of a double majority, even if the government wins over one or two shareholders to side with it, as long as more than half of the shareholders disagree, the decision cannot be passed.This ensures that the rights of other shareholders, especially minority shareholders, can be truly realized.

The old grain merchant hesitated for a moment, and then said: "When the shares are withdrawn, how will the debts owed by the company be calculated?"

"Shareholders are responsible for the company's debts before withdrawing shares, and liquidation must be carried out when withdrawing shares. After that, they can withdraw shares. They will no longer be responsible for the debts assumed by the company after withdrawing shares."

"This is what you said, my lord. You are here, so we naturally believe it. However, in the future, your lord will be transferred to Gaosheng, and he will not be in Yazhou or even in Chengdu Fulu. The new officials will abolish this law and ask us to bear the previous responsibility The responsibility of the company, what should we do?"

Du Wenhao was dumbfounded again. This possibility is not only possible, but also very large. To solve this problem, the decree issued cannot be made by himself alone. That would be too ineffective. Even if it is not directly promulgated by the court, at least it should be It is the legal documents approved and forwarded by the imperial court that have universal effect and reassure the people.

However, this is an easy task. To get the court to write down, it has to go through layers of approval, and finally the emperor has to decide. Moreover, the most likely outcome is not to reply, because the court issued a decree, which represents the attitude of the court. If it is not carried out throughout the country, it will cause a sensation and disturb all over the country. This is not what Song Shenzong wanted. He wanted to see the results of Du Wenhao's reform, but he didn't want this too bizarre reform to cause shocks throughout the country. Du Wenhao was sent to the small frontier state to carry out the reform.

Of course Du Wenhao understood this, and was waiting for an explanation, but Su Shi spoke first: "Everyone, doing business is risky. I don't need to tell you this, right? Now Master Du has given everyone a loan that can re-loan grain." Opportunity, if there is a chance to make money, of course there is the possibility of losing money, any business benefits and risks coexist, if you only want to make money and don’t want to lose money, then don’t do business.”

The old grain merchant nodded: "Master Zhizhou's words are very true, good! The old man joined! Anyway, the old man's wealth and life were rescued by Mr. Du's troops, and it's okay to pay back the favor in time!"

This made people laugh and cry, but Du Wenhao could understand that it was also a support for his reform, and he immediately cupped his hands and said, "Thank you, old man. How much do you invest?"

The old grain merchant asked cautiously: "How much is the government's shareholding?"

"The whole company plans to issue 12 shares, and one stone of grain is one share. That is, after the company is established, there will be 490 catties of grain that can be loaned. It should be enough for the time being. If it is not enough, the company can increase its shares. It is also possible to set up another company. In addition , for urban residents, money can be lent, so it is necessary to use money to act as part of the shares, and the amount of money investment is determined according to the proportion of the grain subscribed. The company cannot hold more than half of the shares, so the housekeeper bought [-] shares. How about you, old man?"

"Oh..., then..., then I'll buy..." The old grain merchant hesitated for a moment, then said cautiously, "I'll buy ten shares!"

Du Wenhao was so angry that he almost fainted on the spot.In the Song Dynasty, one stone was equal to about 120 catties.Ten stones is one thousand two hundred catties.In ancient times, there were usually five people in a family. From now to the autumn harvest, there are still more than three months. If you save food, a family of five will eat 150 catties of grain every month, which is 150 catties in three months.That is to say, each household generally borrows [-] catties, and the old grain merchants' shares are not enough to borrow ten households. It is not an exaggeration to say that it is a drop in the bucket.

However, Du Wenhao's face did not show it at all. It is not easy to take this step, so he must be encouraged and must not be discouraged.Immediately nodded and said: "Very good! Just ten shares! Is there anyone else who is willing to buy shares?"

Seeing this, the rest of the grain merchants looked at each other in blank dismay.After a while, two more grain merchants finally stood up and each bought ten shares.

Just when Du Wenhao was feeling desperate, a big-bellied, fat-headed and big-eared grain merchant stood up and said in a loud voice, "Why are you pecking at chickens? Taking ten stones of grain as a share is also called business? I'm afraid to open a porridge factory." Don’t you have more than this amount of food to help the common people? Damn! All the food in my granary has been invested in shares! I did the math just now, and there should be at least two hundred and seventy-eight shares, so let’s take a round number and buy 270 shares!”

Du Wenhao was overjoyed, cupped his hands and said, "Okay! What's the name of this eldest brother?"

The fat grain merchant rushed to the ground: "My lord, I don't dare to do this. It's not expensive. The younger one's surname is Mi, and he's the twelfth in his family."

In the ancient rankings, in order to show the prosperity of the family, it was fashionable to add ten to the front, so the ranking of twelve is actually the second child in the family, not really the No. 12 sons (except for those who have groups of wives and concubines like emperors and princes, ordinary families also Can't have more than ten children.)
(End of this chapter)