After Lu Ming read the contents of the document, he handed it to Han Qiulin. The latter looked at it and said hesitantly: "This seems to be a confidential document assigned to you. I don't think it is appropriate..."
Han Qiulin had no intention of answering.
Lu Ming smiled calmly and said: "Confidential documents are for people to see and execute. Besides, don't you know too many secrets? This is not enough."
Don't use it if you doubt it, don't doubt it if you employ it.
Either let a person know nothing, such as a grassroots employee, and just execute; or let a person know as much as possible, to the extent that the person himself feels scared, and at the same time, knowing too much also makes a person feel
Realize that you are the core figure and one of your own, thus strengthening your position and loyalty.
People who have only a little knowledge often have a fluke mentality, and their position is the easiest to be shaken.
In fact, in a sense, this document has similar approaches but similar results.
Han Qiulin smiled when Yan Zhan heard that she did know more things than anyone else in the company, perhaps second only to Su Xiaoman. After all, she knew not only official matters, but also private matters...
After taking the document and reading it roughly, Han Qiulin couldn't help but be surprised: "Is the A-share market really going to usher in listed companies with different rights structures for the same shares?"
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 and Creating an Upgraded Version of "Mass Entrepreneurship"" will be issued in September this year, which means that it will be officially
Allowing technology companies to implement the 'same shares, different rights' governance structure has changed the principle of same shares, 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 in advance before everyone else in the market.
At the same time, the document instructions also mentioned that the "Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Pilot Registration System" will be issued by the beginning of next year, and the "Registration and Management Measures for the Initial Public Offering of Stocks on the Science and Technology Innovation Board" will be released at the end of the first quarter (
"Trial Implementation" and many other documents, these are important and heavyweight documents that have a huge impact on the capital market.
It is impossible for ordinary institutions to know in advance, and it is even less possible for ordinary shareholders to know now.
Lu Ming sat leaning against the boss's chair, glanced at Han Qiulin and said, "In my name, I invite Mr. Huang to come to the company. I have to discuss with him the design points of the AB shares."
Han Qiulin: "Understood."
In the documents issued this time, Pinduoduo was mentioned many times and given relevant instructions, which obviously went beyond the significance of general corporate listings.
In addition, other instructions in the document also include asking Tiansheng Capital to recruit several more good companies to be listed on the Science and Technology Innovation Board, so that the first batch of listed companies for the first time will have real potential stocks.
You have to do this in a nice way.
Tiansheng Capital currently has many VC venture capital projects in the primary market. Lu Ming immediately thought of Tianyu Yunchi, a new energy downstream company that he personally incubated, as well as several innovative pharmaceutical companies investing in the primary market.
, cloud computing service companies, etc.
…
On Friday, July 6, in a reception room of the company.
After receiving the news, Mr. Huang rushed to Tiansheng Capital today and is currently having a private interview with Lu Ming in the reception room.
"What did you say? Allow companies to be listed on A-shares based on the principle of different rights for the same shares?" Mr. Huang roughly heard Lu Ming tell him part of the situation in the document. He was very surprised on the spot and added: "Look
I still underestimated the influence of Mr. Lu and Tiansheng Capital."
Hearing this, Lu Ming smiled and raised his hand, saying: "Tiansheng Capital is indeed actively promoting it, but this is not the key. Without our advancement, this will become a trend. This is the trend of the general trend and is not based on personal will. Ah Li
, Jingdong, Baidu, Youku and other domestic companies have all gone to overseas capital markets that allow dual-class share structures, and the higher-ups are watching.”
Mr. Huang couldn't help but nodded. Today made him 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 GEM?" Mr. Huang couldn't help but ask again.
"No, it is a new sector, the Science and Technology Innovation Board. It can be basically confirmed now. As long as Mr. Huang doesn't make any mistakes, Pinduoduo will definitely be among the first batch of listings on the Science and Technology Innovation Board." Lu Ming shook his head and said,
I don’t worry about telling him in advance that Pinduoduo is one of the first batch of listed companies on the Science and Technology Innovation Board. Mr. Huang must be one of the participants, so it’s impossible not to let him know everything.
Lu Ming looked at the other party and added: "The setting of the AB share structure will only be trialled on the future Science and Technology Innovation Board. Even then, it will only be trialled by some listed companies. The AB share structure is only applicable to those high-growth companies, including technological innovation.
enterprises, 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. For example, in the early stages of entrepreneurship, they need a large amount of funds for product research and development and market expansion; they generally have the characteristics of intensive technology, high investment in R&D, and high customer acquisition costs; they are often asset-light types.
Enterprises have no assets that can be used as bank collateral.
Therefore, in the early stages of starting a business, this type of enterprise will inevitably need to introduce various types of external institutional investors such as angel investment and venture capital. During the financing process, this means that the founder's equity will follow the entry of new external investors.
And the equity in hand is diluted in a large proportion, and there are even situations where 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. The founders can achieve the purpose of "controlling" the company through such special arrangements for voting rights, so that the company's development strategy and business decisions can be implemented.
, to avoid the embarrassing situation of shareholder meeting deadlock due to conflicts in business decisions between founders and other shareholders, which may even affect the development of the company.
As Lu Ming gradually unfolded, Huang Zheng realized that if he wanted the AB share system, his equity would have to be further diluted, because Mr. Huang still held more than 40% of the equity and was the largest shareholder.
.
The reason is that it is developing too rapidly, it will be listed three years after its establishment, and the number of financings is not enough.
However, in principle, the implementation of AB shares in the listing of Big A is the result of the large-scale dilution of the founder's equity. If the founder holds a large amount of equity and wants AB shares, it is obviously impossible. You can't have your cake and eat it too.
Have both.
Lu Ming crossed his legs, held the armrest of the sofa with his hands and looked 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 meeting, combined with the characteristics of Pinduoduo’s current equity structure, fully negotiated with Pinduoduo’s shareholders, 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, "Mr. Lu, what suggestions do you have?"
Hearing this, Lu Ming said solemnly: "I have thought about it, but it is okay to suggest that it is not a reference. If the voting rights of each Class A stock corresponding to each Class B stock are less than 4 times, this may make the listing successful.
The relative holding ratio of the controller’s voting rights is less than 50%. If the voting rights of each Class A stock corresponding to each Class B stock are more than 5 times, the voting rights ratio of the joint actual controller before listing will exceed 68% of the absolute controlling share.”
Having said this, Lu Ming looked at Mr. Huang and added: "So, the number of voting rights per Class A stock and the number of voting rights per Class B stock is set to 5:1. The controlling shareholder's control rights over the issuer and the rights of other shareholders
A moderate and reasonable balance is formed between the voting rights. The other is Mr. Huang’s personal suggestion..."
Mr. Huang said concisely and to the point: "Mr. Lu, please speak frankly."
Lu Ming immediately said: "You have more than 40 equity shares. I suggest you transfer some of them and reduce it to 30. Under this AB share framework, your voting rights ratio is 68.18%, which is exactly the absolute controlling share.
If you are willing to give up, you will gain something."
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 to divide. 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 all owned by Tiansheng Capital. The company has further divided the cake. A large number of its LP institutions have taken away 20%. Tiansheng Capital's own part accounts for Pinduoduo's.
Equity is actually 10%.
It can be seen that the ownership of this 30% equity is dispersed, but the decision-making power is concentrated in the hands of Tiansheng Capital.
