Chapter 527
After the Thanksgiving dinner, Gu Ao took Zhang Zhongmou to inspect the investment and factory environment in Xiangjiang and even the Special Administrative Region for two days, further softening Zhang Zhongmou's resistance.
Especially in this process, Gu Ao took Zhang Zhongmou to visit Han Ting's Han Le Electronics, especially Han Le Electronics' high-precision SMT patch dust-free workshop.
Then he took Zhang Zhongmou to visit the more downstream supplier of Hanle Electronics, Futukang from Guo Taiming, and saw Futukang's electronic consumer product assembly line, and felt the lean quality management atmosphere of both Bay companies.
In Han Ting's case, Zhang Zhongmou saw the industrial chain pattern of precision electronics and saw that in the future, the global "self-design, outsourced technology" chip industry will develop.
Then, as long as Zhang Zhongmou sets up his wafer factory in Xiangjiang, he can form the advantages of the blockchain industry chain of the Special Zone + Xiangjiang, allowing manufacturers with only chip design capabilities to realize the processing supporting capabilities of the entire industrial chain from chip technology to finished products, and ultimately turn them into consumer electronic products and deliver them to users.
If this processing capability is truly fully realized, it will be even more terrifying than the electronic industry chain of China's special zone in 2010s - because the electronic industry chain of the special zone in later generations, at least the top wafer process is still mastered by the people of Wanwan.
If Gu Ao did this, it would be like a one-stop shop from Japan's monocrystalline silicon raw materials to the entire chain that turned into mobile phone and computer sensors in the Bay Area.
Of course, at present, semiconductor technology, chip circuit patching, and electronic equipment assembly are still very weak. There are only Zhang Zhongmou, Han Ting and Guo Taiming, each of them, a representative entrepreneur. If you really want to do anything, there is still a long way to go to develop.
But at least it is already "although the sparrow is small, it has all the internal organs."
What touched Zhang Zhongmou was that Guo Taiming, as a native Wanwan native, was actually tempted by Gu Ao to invest and start a business in the mainland, and he did so well.
The business environment in mainland China is really something that should be admired after thirty years?
In contrast, the Japanese-style lean quality management brought by Guo Taiming did not surprise Zhang Zhongmou. He thought that other top Wanwan entrepreneurs who have been strictly influenced by Japanese lean quality can do it even after a few years.
"Boss Gu is really a big deal. Before I knew it, I could create such a full industrial chain in China. However, I used to be just eyeing the United States and watching the sky, and underestimating the development speed of the Asian electronics industry except Japan."
At the end of the two-day inspection period, in front of Gu Ao, Han Ting and Guo Taiming, who were accompanying him, Zhang Zhongmou directly admitted his original arrogance and prejudice without pretentiousness.
At the same time, the two sides also took the last opportunity to discuss how to roughly give valuation and shareholding if the intention to achieve investment cooperation can be reached.
This is equivalent to the Ts-stage before Silicon Valley technology companies took venture capital in the Internet period in the 1990s.
ts is a term in the venture capital circle, term-sheet, which is the "investment letter of intent", mainly lists what precautions should be met if the investment is reached, and preliminarily formulates how to distribute benefits.
If the "investment agreement" is officially signed, it is basically necessary to refer to the memorable documents of the negotiation process and cannot be changed casually. Similar to the trial records recorded by the clerk in court, it is difficult to repent if the lawyers of both parties sign and confirm.
An entrepreneur can negotiate with multiple venture capital firms at the same time to form a ts document, but in the end, he chose one to sign an investment agreement. In other words, this document can only restrict the issue of "if you want to sign, how to sign" and does not restrict the decision of "whether to sign or not" itself.
Zhang Zhongmou obviously planned to make several copies of ts and compare them.
Gu Ao was also very generous and allowed the other party to compare prices. As a person who has experienced the Internet era in later generations, he did not think this was a "spare tire behavior".
In history, when Zhang Zhongmou returned to Wanwan to start a business, he actually had no money, so he only made up his life to make a fortune.
However, the investors led by the Executive Yuan Fund gave him a valuation of a team that was already ahead of the times. After the negotiations, he believed that "Zhang Zhongmou and the backbone team of Deyi Semiconductor he brought out were worth 50 million US dollars."
Therefore, the valuation of the total Bayhouse Electric when it was established was US$400 million, of which the Wanwan Executive Yuan Development Fund paid more than 100 million, accounting for about 40%, Philips's more than 80 million and 20%, and the seven Formosa Plastics Wang Yongqing's total were also more than 20%.
Then Zhang Zhongmou and his team relied on a team of 50 million and a valuation of results + $10 million in cash investment, accounting for 15% of the shares. (60 million accounts for 15% of the 400 million)
This is already rare in history, because in the global technology industry environment in the mid-1980s, I still don’t quite recognize the algorithm “You are worth tens of millions of dollars”.
At that time, the mainstream concept in the financial capital circle believed that people's invisible influence and resources in the circle could not be used as companies.
Unlike around 2000, any idea formed a plan and a team could make money.
Of course Gu Ao didn't know these historical data. He was not a well-prepared time traveler with Baidu in his mind.
But he can talk about it slowly. First of all, because he is an individual investor, the right to speak must not be compared with the Executive Yuan development fund of the same period in history. It is also necessary to give Zhang Zhongmou's team a higher valuation.
Gu Ao knows Zhang Zhongmou's ability and the potential of his business model. More importantly, he knows that this model is of great significance to complement Gu Ao's own electronic information industry chain and ensure the security of the supply chain. Therefore, even if Zhang Zhongmou is given a higher valuation, he does not feel a loss.
So after just a few days of negotiations, the valuation of 50 million from the Wanwan Executive Yuan Development Fund in history was given to Gu Ao to 100 million US dollars.
Originally, in fact, 80 million or 90 million can be discussed, but Gu Ao cared more about the deterrent effect formed by cutting the mess with a quick knife, so he was too lazy to care about the last thousand things. He just gave 100 million, which would go from eight to nine digits, which could temporarily impact the negotiating partner's senses and temporarily reduce the IQ of the other party due to shock.
Don't think it's strange. A shocking money number sometimes causes a calm person to temporarily reduce his IQ due to the impact of his thoughts.
As the negotiations approached, Gu Ao could see that Zhang Zhongmou was very satisfied with the price of "he and his team were worth 100 million US dollars."
However, another problem followed, that is, after Zhang Zhongmou made a calculation, he felt that Gu Ao would still hold a big stock, for fear that Gu Ao would still be constrained by Gu Ao in the future business decisions.
It is unlikely that Gu Ao will introduce shareholders from other giants, which is completely different from the pattern Zhang Zhongmou obtained in the Wanxingyuan Development Fund in history.
Historically, when Wanji Electric started, the reason why each company had a 42%, 22%, 21%, and 15% equity structure was that Zhang Zhongmou had agreed with Mr. Chang that 42% of the funds issued by the company were authorized to Zhang Zhongmou himself and that the 42% of the funds issued by the company were authorized to Zhang Zhongmou himself. The funds issued by the company were no longer responsible for the merger.
In this way, Zhang Zhongmou can get 57% on a daily basis, and he can decide on strategic and tactical matters without having to hold a board meeting or shareholders' meeting.
At the same time, if the top of Wanwan changes in the future and the entrepreneurship and filing funds are controlled by some forces that want to harm the interests of small shareholders, then Zhang Zhongmou can have 36% of the voting rights as long as he joins forces with the seven Formosa Plastics or any of Philips, he will have 36% of the voting rights, exceeding the 30% red line.
In countries with sound corporate laws, the 30% line is also very important, because this means that small shareholders can ensure that they still have their own interests spokespersons and their own director seats in the board of directors. At the same time, these seats can be used to effectively stop major shareholders from infringing on the interests of small shareholders.
The specific operation is very complicated, so there is no need to use water to the readers who don’t like to learn the company law. Just be interested in it and you can measure it yourself. Just remember the 30% equity line here.
(To give a simple example, in a country where the Company Law does not stipulate the "centralized voting system", when a company elects directors, there will be 3 director seats, and each seat has 100 votes, and the Major Shareholders Alliance has 60 votes, which means that the spokesperson for the major shareholder in the first position has 60 votes, and the second, third position is chosen, and so on, all three directors become the major shareholders.
With the centralized voting system, small shareholders can use the 40 votes at hand three times to concentrate on the opportunity, that is, they choose the first one, and when the second person is, they do not vote at all, and they do not waste it. Anyway, they cannot rob them, and when the third director is selected, they vote all 120 votes (of course, the extra 20 votes must still be wasted in the front and cannot overflow), so that they can ensure that there is at least one of your directors on the board of directors.)
...
After clarifying the idea in this way, Zhang Zhongmou has two demands that he absolutely cannot avoid:
First of all, he must ensure that he and his confidant team can control more than 30% of the interests of minority shareholders to prevent the interests of minority shareholders from being damaged.
Secondly, he could not tolerate Gu Ao's simple and crude family's exclusive shares, and prevented the various risks of being turned against Gu Ao in the future - of course, this is only for the voting rights. If Gu Ao just wants to spend more money, regardless of the matter, and use other safe methods to hold shares, Zhang Zhongmou would not object.
Gu Ao's first reaction was to immediately learn to create a A-share company in the future. He only paid dividends for some shares and had no voting rights.
However, in the 1980s, laws of various countries did not recognize this kind of thing, which was unprotected. Moreover, Gu Ao was on the surface to build a Xiangjiang company, and Xiangjiang's financial regulations did not have A shares until later generations.
This is also why many high-tech companies can only go to Nasdaq to list in their future generations, but cannot go to Hong Kong stocks.
This is a bit difficult.
Zhang Zhongmou's own capital, coupled with the valuation given to him by Gu Ao, could not account for 30% out of thin air. In that way, Gu Ao and others would be too loss, and Gu Ao was not stupid, and it was impossible for him to make too many concessions to shake things.
Gu Aosizhi repeatedly proposed a bet using the valuation of part of the equity as collateral.
"Uncle Zhang, what do you think of this? I have given you and your team a valuation of 100 million US dollars. If you want more investments, you can ask me to borrow money and use this valuation of 100 million RMB as collateral, so that you can double the leverage at most.
Of course, we should use the various performance indicators that you have achieved in the 5 years or even longer period of time after starting your business as a bet. If the operating indicators meet the standards or even exceed the amount, you can use the dividends of the excess as a mortgage redemption.
But if the indicator is not met, I can only execute the mortgage of shares, then you may even be compressed by the initial valuation of 100 million yuan."
Chapter completed!