Rebirth: The Financial Giant

After reading the contents of the document, Lu Ming handed it to Han Qiulin, who said hesitantly, This seems to be a confidential requirement assigned to you, I don't think it is appropriate...

Han Qiulin didn't mean to take it.

Lu Ming smiled calmly and said, Secret documents are also for people to see, and they need to be executed. Besides, do you know a little more? It's not bad for this one.

Don't use people who are suspicious, don't use people who are suspicious.

Either let a person know nothing, such as a grass-roots employee, and execute it; or let a person know as much as possible, to the extent that the person himself is afraid, and knowing too much also makes a person feel So that you are the core person in it and your own person, so as to strengthen your position and loyalty.

People with little knowledge often have a fluke mentality, and their position is the easiest to shake.

In fact, in a sense, this document is also similar in purpose.

When Han Qiulin heard Yan Zhan's smile, she really knew more things than other people in the company, maybe second only to Su Xiaoman. After all, she knew not only public affairs, but also private affairs...

After reading the document, Han Qiulin couldn't help but be surprised: Is the A-share market really going to welcome listed companies with the same share and different rights structure?

There are several key points in this document. For example, the document instructions state that the Opinions on Promoting the High-Quality Development of Innovation and Entrepreneurship to Create an Upgraded Version of Innovation and Entrepreneurship will be issued in September this year, which means that the official announcement will be made at that time. Allowing technology companies to implement the 'same share with different rights' governance structure has changed the principle of the same share with the same rights that has been implemented in the domestic capital market for nearly 30 years.

In other words, Tiansheng Capital knew about such a major policy two months earlier than everyone else in the market.

At the same time, the document instructions also mentioned that the Implementation Opinions on Establishing the Science and Technology Innovation Board on the Shanghai Stock Exchange and Piloting the Registration System will be issued early next year, and the Administrative Measures for the Initial Public Offering of Stocks on the Science and Technology Innovation Board will be issued at the end of the first quarter ( Trial)” and many other documents, these are important documents that have a huge impact on the capital market.

It is impossible for ordinary institutions to know in advance, and it is even more impossible for ordinary shareholders to know now.

Lu Ming sat leaning on the boss's chair, glanced at Han Qiulin and said, In my name, I invite Mr. Huang to come to the company. We have to discuss the design points of AB shares with him.

Han Qiulin: Understood.

In the document that came down this time, Pinduoduo has been mentioned many times and given relevant instructions, which obviously has surpassed the meaning of listing of ordinary enterprises.

In addition, other instructions in the document also include asking Tiansheng Capital to arrange a few more good companies to be listed on the Science and Technology Innovation Board, so that there are real potential stocks in the first batch of listed companies that are listed for the first time. Do it nicely.

Tiansheng Capital currently has a lot of VC venture capital projects in the primary market. Lu Ming immediately thought of Tianyu Yunchi, a new energy downstream company that he personally incubated, and several innovative pharmaceutical companies investing in the primary market. , cloud computing service companies, etc.

...

In a reception room of the company on Friday, July 6th.

Mr. Huang, who received the news, rushed to Tiansheng Capital today, and is now in the reception room for a private interview with Lu Ming.

What did you say? Allow the company to list on A-shares on the basis of the same share with different rights principle? Mr. Huang was very surprised on the spot when he heard Lu Ming tell him some of the information in the document, and added: Look I still underestimate the influence of Mr. Lu and Tiansheng Capital.

Hearing this, Lu Ming smiled and said, Tiansheng Capital is indeed actively advancing, but this is not the key, without us advancing this will become a trend, this is the general trend, not based on personal will, Ali. , Jingdong, Baidu, Youku and other domestic companies have all gone to the overseas capital market that allows dual-class equity structures, and the upper levels are watching.

Mr. Huang couldn't help but nodded. Today, he was more convinced that the previous plan to terminate Pinduoduo's listing in the United States was a wise choice.

Mr. Lu, is Pinduoduo going to be listed on the Growth Enterprise Market? Huang asked again involuntarily.

No, it's a new board, the Science and Technology Innovation Board. Now it can be basically confirmed. As long as you don't have any moths here, Mr. Huang, Pinduoduo will definitely be listed in the first batch of listings on the Science and Technology Innovation Board. Lu Ming shook his head and said, I'm not worried about revealing it to him in advance. Pinduoduo is one of the first companies listed on the Science and Technology Innovation Board, and Mr. Huang must be one of the participants. It is impossible to let him know about everything.

Lu Ming looked at the other party and added: The setting of the AB share structure will only be piloted in the future on the Science and Technology Innovation Board. Even so, it will only be piloted by some listed companies. The AB share structure is only applicable to those high-growth companies, including technological innovation. Type companies, medical companies, Internet companies, media companies, etc.”

Mr. Huang couldn't help but nodded.

Such enterprises generally have some common characteristics in terms of business and assets, such as needing a lot of capital for product R\u0026D and market expansion in the early stage of entrepreneurship; they generally have the characteristics of intensive technology, high R\u0026D investment, and high customer acquisition costs; they are often asset-light types. Businesses, with no assets that can be used as bank collateral.

Therefore, in the early stage of entrepreneurship, such companies inevitably need to introduce various external institutional investors such as angel investment and venture capital. During the financing process, it means that the founder's equity will be entered with new external investors. And a large proportion of the equity in the hand is diluted, and even the founder's shareholding ratio is far lower than that of the company's institutional shareholders, such as Ali.

In this way, when such companies decide to go public, the role of the AB share structure can be reflected, and the founders can make special arrangements for such voting rights to achieve the purpose of “controlling” the company in terms of operations, so that the company’s development strategies and business decisions can be implemented. , to avoid the embarrassing situation of the deadlock of the shareholders meeting due to the conflict of business decisions between the founder and other shareholders, and even affect the development of the company.

With the gradual development of Lu Ming, Huang Zheng realized that if he wanted the AB share system, then the equity in his hand had to be further diluted, because Mr. Huang still holds more than 40% of the equity and is the largest shareholder .

The reason is that the development is too fast, it will be listed after three years of establishment, and the number of financing is not enough.

However, the implementation of AB shares in the big A listing is, in principle, the result of the large-scale dilution of the founder's equity. If the founder holds a large-scale equity, it is obviously impossible to need AB shares. Fish and bear's paws are impossible. both.

Lu Ming crossed Erlang's legs and leaned on the armrest of the sofa to look sideways at Mr. Huang who was sitting next to him and said, Give the founder shareholders special voting rights and reasonably determine the number of special voting rights. You can open a temporary shareholder at the right time. The conference, combined with the current shareholding structure of Pinduoduo, fully negotiated with the shareholders of Pinduoduo, and at the same time repeatedly calculated and systematically demonstrated.

Mr. Huang couldn't help but nodded silently, then looked at Lu Ming and asked, What advice does Mr. Lu have?

Hearing this, Lu Ming said solemnly: I have thought about it, but it is okay to suggest that it is not a reference. For example, the voting rights of each Class A share corresponding to each Class B share are less than 4 times, which may make the listing achievement common and practical. For relative holdings where the voting rights of the controllers are less than 50%, if the voting rights of each Class A share correspond to more than 5 times the voting rights of each Class B share, the voting rights of the common actual controllers before listing will exceed 68% of the absolute holdings.”

Having said that, Lu Ming looked at Mr. Huang and added: So, setting the number of voting rights per class A stock to voting rights per class B stock to 5:1, the controlling shareholder's control over the issuer and other shareholders' rights and interests are equal to 5:1. A moderate and reasonable balance should be formed between voting rights. The other is your personal suggestion, Mr. Huang...

Mr. Huang said concisely: Mr. Lu, please speak bluntly.

Lu Ming immediately said: You have more than 40 shares in your hand. I suggest you transfer some of them to 30. Under such a framework of AB shares, your voting rights ratio is 68.18%, which happens to be absolutely controlling. Be willing to be willing, only to be willing to be willing.”

In the future, Pinduoduo will be listed on the Science and Technology Innovation Board and kick out foreign capital. In fact, this cake is still not enough. Tiansheng Capital holds 30% of the equity and it is impossible to spit out the meat in the mouth.

What's more, the 30% equity is not entirely owned by Tiansheng Capital. The company has further divided this cake. A large number of LP institutions under it have divided 20%, and Tiansheng Capital's own part has accounted for Pinduoduo. Equity is actually 10%.

It can be seen that the ownership of the 30% equity is decentralized, but the decision-making power is concentrated in the hands of Tiansheng Capital.

...