Chapter 1 On tearing and forcing you all to be scumbags!
Life is your own, you must live like yourself. Even if it is a pool of stagnant water, you must make trouble - Chu Yuanxi.
In January 2018, the President’s Office of Xiaokang Life.
It was said that it was an office, but in this empty hall, only Chu Yuanxi was alone. Everyone was driven out, and the smart speaker was also tactfully shut. Chu Yuanxi collapsed on the sofa like Ge You, and his bones were exhausted. He thought about his life: What did he do to do so hard?
He had just interrupted a fierce fight.
Because the domestic stock market does not accept the "same share and different rights" of listed companies' shares, if you want to make an IPO in China, you must solve the historical problem left over from a well-off society - a double-layer equity structure, and a different voting rights for the same share (tip 1).
(The author's note: At the end of the chapter, I wrote some tips to explain these proper nouns, it doesn't matter if I don't read them haha.)
Stock reform (tip 2) has always been a secret topic among the new Internet giants that have been established for less than two years. As Xiaokang rose like a Rocket, the closer it is to the listing threshold set by Chu Yuanxi, the more sensitive this topic is.
Why are you so secretive? Because the more hungry the company was, the more resistance to stock reform was now, so that the president could not handle investors, and whoever nagged would make the president feel heartbroken.
When it comes to stock reform, there are bound to be stock exchanges. There are many investors who are determined to stand in the same trenches as him, such as his financial boss Bole, the Yuan Jing and Yuanmu of Zhengde Fund. But there are also short-sighted people, holding the little bit of insignificant rights of holding preferred stocks, and always want to eat more. Lions speak loudly, wanting to jump on the moon to open stock exchange conditions. It is simply weird.
What about those who hold common shares? They only accept a 1:1 ratio to preferential shares. Everyone is preferred shares, and they only have the same shares and rights, and they are all happy.
They sit firmly on Diaoyutai, and the ratio of 1:0.99 is not enough to exchange stocks. If you want to shrink my stocks in the stock reform, it doesn’t exist!
For them, dreams always need to be there. What if Chu Yuanxi compromises? If it really doesn’t work, just waste it. If it doesn’t work, it will be next year. They are even happy to go public later. With the current momentum, the valuation will be higher later.
They don’t consider how many potential opportunities a year later will cost a well-off life. This is great now!
When the Xiangjiang Exchange did not accept the same shares and different rights, it missed Alibaba, and later regretted the intestines of Xiangjiang Exchange. What does this mean from the side? It shows that Alibaba has not solved the historical legacy of the same shares and different rights. It can be seen that this problem is really hard to solve! Now it is Chu Yuanxi's turn to have a headache.
Chu Yuanxi's head hurts a lot! Because of the double-layer equity structure, as the president with low holdings but extremely heavy voting power, the company's ordinary big and small matters can be decided in one sentence. However, when the stock reform step, he did not have enough funds to liquidate uncooperative investors, even if the giant Zhengde Fund is his joint actor, it is not enough.
This is the blame left in the early stages of entrepreneurship, and he can only take it himself.
Xiaokang is a heavy asset startup company. It was established in early 2016 to facilitate the acquisition of big data by two cash crushers of store + shared bicycles. First form a currency cycle, and then rely on cycling games and artificial intelligence to drive the use of community social interaction. Then rely on the ultimate social networking of subdivided fields, breaking the barriers of the penguin system’s social chain in one fell swoop like an explosion, becoming a challenger that Penguin Alibaba must be vigilant about.
The current valuation of well-off society is worth hundreds of billions, and it is worth it here.
In order to speed up on this empty track, the company is naturally extremely hungry for cash during its startup. Needless to say, the modeled convenience store is very profitable after it is built, but it is so popular that it is just a burning amount of money!
This made Chu Yuanxi desperate for money. After several rounds of financing, betting, and incentives (tip 3), his own shareholding ratio has been swaying by more than ten percent from beginning to end, which has also caused Xiaokang's equity to be very dispersed and investors are varied.
In this case, it is precisely because of the two-layer equity structure that his own voting rights are above 70%, thus firmly controlling the company.
When the flowers are full of flowers, this is not only not a disadvantage, but the highlight of the company. Chu Yuanxi and the investors complement each other, and also create a good story in the domestic Internet circle!
Good stories? Good Pee words! Only ideals can lead to good stories. Before this, Xiaokang was very ideal and agreed to be each other's angels, but today, the angels took off their masks and Chu Yuanxi had to face reality.
At the beginning, this pot of different shares and different rights held him to float up to the clouds, but now he is a killing kill, striking his head and face.
The two types of investors almost fought, and in the end, the firepower was concentrated on him, and Chu Yuanxi also had his own pain.
Because he always adheres to the goal of domestic listing, the investment agreement always includes liquidation plans (tip 4), he has been on guard against this day.
The only thing that is needed for liquidation is money. However, time and luck are also good. The development of well-off society is too fast, and it is almost beyond Chu Yuanxi's most ideal expectation, so fast that his ability to raise liquidation funds cannot keep up with the speed of valuation improvement. The liquidation plan has completely become a paper talk.
"Zhaozhao! You are all zhaozhao!" He clenched his fists and his eyes were like a torch. At some point, he really wanted to broadcast today's meeting live so that entrepreneurs who are still on the road can see how they get stuck when they are too big!
This is an era of big data + artificial intelligence, and it is a paradise for entrepreneurs, but fate has also secretly marked the price of success in the dark.
On the premise that it is beneficial to the company, Chu Yuanxi has always considered investors, but now he is out of control. He cannot balance the interests of everyone, unless he sacrifices his own and the management's equity, the group of Standard Chartered's plans are the ones.
This is certainly impossible!
"What's the point of doing so hard? Going to the market, go to the market! What do I want to do!"
In fact, he has a final solution to complete the liquidation. As long as he is willing to pledge shares to the bank, the banker will break the threshold of a well-off society. But this is the Qishu Fist, and the well-off society has risen too short and its internal strength is not enough to support it. If there are any mistakes in the listing process after the liquidation, or even as the process delays beyond expectations, he will turn from "the pole of the Chinese Internet" into the biggest laughing stock.
Chu Yuanxi roared and then retracted back to the sofa. Who can I blame? Isn’t it caused by his insistence on listing in China? Listing in China is his ideal. If he relaxed, he would go to Hong Kong for IPO half a year ago. Anyway, the VIE structure has to wait until the problem of double-layer equity is solved before demolishing it.
This is another collision of ideals and reality, right? Listing can allow well-off development to leapfrog, realize many key mergers and acquisitions that cannot be promoted now, and allow Chu Yuanxi to make great strides to realize his ideals. But reality is a quagmire, and the clear stream of ideals will always be polluted one day.
For example today.
It was already quite late. Xiaokang’s headquarters is located in a prime location in the imperial capital. Outside the window is a long night road and the other is a light of thousands of families.
There are always eight or nine things that are not satisfactory, and there are only ones who can talk to. On this night, he felt particularly lonely. There were many bedmates with long breasts and thighs, but there were no ones who could listen to him.
He simply lay on the sofa, turned on Douyin and started to brush it.
Chu Yuanxi is very addicted to Douyin. There are hundreds of millions of bean sprouts in China, but it is quite rare to find out the background sounds of Douyin popular TV series like him.
Of course, this is due to his assistant to the president. He will definitely not be able to do such a bad job of identifying the background sound and then taking the seat. Those recognizable ones are fine, but some background music clips cannot be identified by sound recognition software, so he has to ask his grandma to search for human flesh.
From the coffee table, I picked up the new BGM list printed by the assistant lady, and Chu Yuanxi glanced at it. It was so long! One inside was marked with a big red ×. This was her saying that she had really tried her best.
Chu Yuanxi could even imagine the young lady's diss expression.
"Well, there is only one that has not been found. Thank you for your hard work..."
He knew very well how tired this kind of human flesh search is, and silently gave the young lady a thumbs up.
In fact, the young lady has never fought, but she is reluctant to resign for this matter. But everyone knows that Chu Yuanxi is a "gentleman can deceive the plain", so the young lady even questioned in person that the chairman is not doing his job properly during work!
Unfortunately, Chu Yuanxi easily retorted: Douyin, it is just a pastime for you (Miss: No! I don’t have it, I don’t play it), but it is an investment trend for me. If I don’t have the awareness of knowing what the hottest trend is doing anytime and anywhere, then I will not have the ability to become a giant at all. So, what I do is serious.
This excuse caused a critical hit on the young lady.
Chu Yuanxi, since he quit his original job in 2014 and joined a bicycle company to start a business, has been betting on potential trends twice. He spent three dollars in four years and had a smooth sailing journey. Now he is indeed qualified to call himself an Internet giant. Since he has decided to be shameless, the young lady will be surprised to roll her eyes and say that I believe you, what else can she do?
In fact, Chu Yuanxi really thought so at the beginning. You can not invest in the hottest air, but you must understand that this is the basic skill.
Then, after a while, he was brainwashed by Douyin's Guaner Moyin.
Douyin, it can make people forget the pain for a short time, and can make people focus their attention in an instant, and there is a deep knowledge hidden in it. Chu Yuanxi does not want to numb himself with mental opium, but at this moment, he does need to temporarily escape reality.
But when it comes to Chu Yuanxi's position, reality is really not so easy to escape. Although Mo Yin is well-known, his thinking cannot be avoided: "At the beginning, it would be great if I had not been so eager for quick success and instant benefits... If there was no well-off in the world today, how good would it be if I rebuild a well-off..."
His consciousness was a little blurred. In fact, he was very tired this time. Fighting with investors is the second most consuming brain cells, second only to fighting with partners.
He wanted to just sleep for a while, and then he felt that he suddenly entered a wonderful state, and various feelings gradually faded and lightened, and the sound in the smart speaker was also slowing down. Every note seemed to have been hit by the speed reduction magic and became incomplete.
Then he felt his eyelids getting heavier and his vision became blurred. Then, he felt that he seemed to be floating, and once, twice, his consciousness also became blurred...
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I saw some readers who were very surprised and said that after reading the first chapter, I didn’t understand it, and even read it three times but didn’t understand it. I was guilty and sinful.
So I decided to make some financial terms into tips for explanation. It has nothing to do with the main text. If you understand this knowledge, you can skip it directly. Even if you don’t understand it, you can skip it directly. It does not affect reading. Just like writing short videos in the following text, you can skip it directly if you don’t understand it. Haha.
Tips 1, Double-layer equity structure: The so-called double-layer equity refers to the two rights of the corporate shareholder, namely the voting right and the dividend right.
Dividends are the dividend after the company makes a profit, which is a right that cannot be deprived of anyway; and voting rights represent the right to run a company. Many people do not pay attention to this part of the rights when making financial investments, but the founders of the company will inevitably pay attention to it.
If the voting rights cannot be controlled, the founder will easily be deprived of the right to run a business or even expelled from the company. For example, Jobs was kicked out by Apple because he did not value this right. However, later Apple was not well-managed and had to invite the leader back.
Therefore, many startups separate these two rights and stipulate the types of stocks obtained by investors when financing, which are usually divided into two categories, generally called Class A shares and Class B shares. The voting rights of Class A shares are one, and the voting rights of Class B shares are ten, and one vote is more than ten votes, but the dividend rights of the two stocks are the same. The founder holds Class B shares. Even if the investor has a large number of shares, the voting rights are still controlled in the hands of the founder.
In order to avoid confusion in reading, the two types of stocks are called "preferred stocks" and "common stocks". In fact, the so-called preferred stocks and common stocks have special meanings in the stock market.
In some cases, it is stipulated that investors only enjoy dividend rights during financing, and the voting rights must be handed over to the founder as agreed.
Many domestic giant companies actually have this kind of equity structure. For example, if you don’t know your wife, Mei’s holdings are only about 10% in a certain East, and the voting rights are 70%; while Alibaba is even more extreme. Ma’s father only holds 7% of the shares, but his voting rights are extremely high, and he also takes two-pronged approach, and he also holds the voting rights of some investors as agreed.
Tips 2, Stock reform: The so-called stock reform is an operation to change the equity form of a company. In the domestic A-share market, stock reform is a symbol. In the past, old listed companies distinguished between "circulating shares" and "non-circulating shares". Non-circulating shares cannot be traded in the market. Through stock reform, non-circulating shares undergo a certain "shrinkage" of stocks, and then change the attributes to circulating shares, which can be listed and traded.
To date, there are still listed companies in the A-share market that have not undergone share reforms, with names starting with S, such as S Jiatong. The usual reason for not having share reforms is that the two shareholders cannot reach an agreement and the number of shares shrinking cannot pass.
The stock reform described in this chapter is also an adjustment made by enterprises to list on the A-share market. The A-share market does not allow companies with a double-layer equity structure to go public. In this way, if a company has this structure, it requires the parties holding the shares to negotiate. After the parties reach an agreement, the differences in voting rights will be cancelled, that is, they will all be replaced with the same type of stock, so that IPO can be applied for. At this time, some wisdom and strength of the founder are required, and sometimes they also need to be tolerant and bear some sacrifices and losses.
As mentioned in this article, investors holding Class A shares do not accept shrinking shares. Those who hold Class B shares have a large voting rights and do not accept unconditional equality, so the interests of both parties are seriously opposed.
Tips 3, Financing, betting, incentives and valuation: These are all necessary steps in the development process of a company. Financing means that the company needs money and does not want to make a loan. What should I do? Find investors to inject capital. When injecting capital, you need to first engage in a round of struggles about how much the company is currently worth. After the investor and the company reach an agreement, the investor will raise funds in proportion according to the current valuation.
For example, the current valuation of a company is 100 million yuan, and this round of financing is 50 million, which means that investors need to spend 50 million yuan of real money to inject into the company. Then, the valuation of the company becomes 150 million yuan (100 million initial value + 50 million cash), and the proportion of investors' equity in the company is 33.33% after financing.
Betting is a game between investors and business operators during the financing process. It is agreed that at a certain time after financing, the company needs to meet certain performance indicators. This indicator can be profit, valuation, or whether to go public, etc. In short, it is a condition.
If the company fails to complete the bet conditions within the agreed time, the business operator will pay the investors some things, such as how much equity or how much cash; conversely, if the bet is completed, the investor needs to reward the business operator with some things.
Incentives are reward plans issued in order to stimulate employees, management or founders during the business operation. Similar to bets, after completing a certain condition at a certain time, the incentive object will receive certain rewards according to the contract, usually options. The difference between incentives and bets is that they are not completed and will not be punished according to the contract.
Tips 4, Winding: As mentioned earlier, when carrying out stock reform, some wisdom of the founder is required. Experienced founders will directly reflect this wisdom in the contract for investors when raising funds, that is, when I take out something, I can directly recover your equity as agreed. This kind of thing is usually cash, which can be directly agreed upon or calculated based on the current valuation.
If investors think this condition is appropriate, they will still invest. Winding is a villain first and then a gentleman, which is a very common clause.
Chapter completed!