Wang Yue said it straight to the point, and everyone looked at Lu Ming.
After a while, Lu Ming said in an orderly manner: "In order to comply with the listing rules of the Science and Technology Innovation Board as much as possible and give as few green lights as possible to the procedures, Tianchi Technology has divested its core assets. The core assets are technical reserves, but
If it reflects a financial liability of more than 200 billion, it is already insolvent, so this asset must be divested."
Everyone nodded and said nothing.
Technically, Tianchi's Science and Technology Innovation Board can indeed give the green light, but Lu Ming still tries to avoid green channels as much as possible and stick to the procedures as much as possible.
Qiao Jingping couldn't help but said: "That means that Tianchi Technology, which was first launched on the market, is just an empty shell?"
Lu Ming said with a smile: "Not entirely. To meet the basic conditions for listing on the Science and Technology Innovation Board, there must be profits and technology, and there are still profits. It's just that after the core assets are divested, it will be just a mediocre technology company.
company, our strategy is to go back and reorganize the divested core assets after a period of time after the listing is completed, and then reflect them on the company's profit and loss statement."
Since the first one to be listed is a shell, the valuation will definitely not be too high.
However, the financing scale was not low at all. After a pause, Lu Ming immediately said: "The issue price of Tianchi Technology is 13.70 yuan per share, with a total share capital of approximately 2.7 billion shares and a market value of 37 billion yuan. The IPO raised funds
Zheng Hongrui’s team and its 11.95% will be used to provide employee equity incentives in the future, while Tiansheng Capital holds 34% as the largest shareholder.”
After hearing this, everyone nodded silently again, and they were all calculating the account in their hearts. On the surface, it seemed that they could take away more than half of the shares of Tianchi Technology by spending 20 billion together, which was a big advantage.
But everyone present is old and weird. There is never a free lunch in the world. It seems that he has taken a big advantage, but the potential risks are also huge. If Lu Ming is not a high-level fool, taking this plate is equivalent to taking the initiative.
thunder.
Of course, 20 billion is an astronomical figure, but for the big guys present, after all, this money is jointly funded by several institutions, so it is indeed very affordable and stress-free.
But the problem lies in the core assets that Tianchi Technology has acquired, which are the company’s most important technical reserve achievements over the years. From the perspective of valuation logic, the valuation of these technical reserves is also very difficult. How much are they worth?
?How to price and value is actually very confusing.
These are still secondary. The real point is that this core asset is also burdened with a super huge debt scale, more than 200 billion in debt, which is a potential thunder.
How did such a huge debt arise? The answer is that when investing in large-scale research and development in recent years, we constantly borrowed money from the parent company Tiansheng Capital.
That's right, Lu Ming assured Zheng Hongrui's team that the money was managed enough, and it was true that the money was managed enough. But Lu Ming didn't just give it away to be burned for nothing, but lent Tianchi technology, which he would have to pay back in the future.
of.
It seems that the cool operation lent to him is unnecessary. If Lu Ming is playing "stand-alone" by himself, it won't matter. Anyway, the wholly-owned subsidiary will not be able to repay the debts no matter how much it loses. The parent company will just take care of it, but it will have to pay more.
Tax.
But once a third-party player enters the scene, it will be completely different. Once Wang Yue and others take over the shares and become shareholders of Tianchi Technology, they will be equivalent to taking over the debtors of this huge debt. Lu Ming and Tiansheng Capital
Suddenly he became their creditor.
Assuming that Tianchi Technology becomes insolvent and bankrupt in the future, Tiansheng Capital can come to them to collect debts. Wang Yue and others will have to spend more than 100 billion to repay the debts in proportion. What is this?
Da Qiangzi and others present also secretly murmured that this brother is indeed a master of fun. It is still too difficult to make a lot of money from him without taking any risks. And I tell you this clearly, it will be really shocking when the time comes.
Now, I can only eat Coptis chinensis if I am dumb.
If they were not old friends for many years, if they did not have a close strategic cooperative relationship, if this person was not Lu Ming but someone else, no matter how much the other party talked about the stock market, Daqiangzi and the others would definitely not dare to reach out to take over this market.
No matter how you look at it, it is a sinkhole.
Lu Ming's cake distribution plan for Tianchi Technology, Tiansheng Capital holds 34% of the shares, which is just over one-third, which is equivalent to having a veto right to vote on major matters. This is a minimum shareholding for control.
Quantity, because the ownership structure design does not use the AB share system of different rights for the same shares, although companies listed on the Science and Technology Innovation Board can apply for the pilot.
Voting on major matters requires a two-thirds majority, and more than one-third is equivalent to a veto.
At the same time, according to the company's articles of association and the shareholders' agreement, Tiansheng Capital has the right to nominate more than half of the directors of Tianchi Technology. Therefore, the board of directors is absolutely controlled by Tiansheng Capital. There is a veto right at the shareholders' meeting and more than half of the nomination rights on the board of directors, thus having the right to nominate more than half of the directors.
Virtually absolute control over the company.
This forms a closed loop that cannot be bypassed. If someone wants to actually seize power from Tiansheng Capital and actually gain control, then he must first abolish the majority of director nomination rights in the hands of Tiansheng Capital and want to
To abolish this right, a shareholders' meeting is required to convene a proposal and then pass it by a two-thirds absolute majority vote.
Assuming that this happens and Tiansheng Capital votes against it, the proposal will not pass.
Therefore, apart from Tiansheng Capital being willing to voluntarily give up this right, in theory there is no second way, either to raise funds to dilute Tiansheng's equity and break this closed loop, but financing is also important.
Tiansheng Capital opposed the matter, and the financing proposal also failed to pass.
As for the 34% held by Tiansheng Capital, it is enough to ensure control of the company. If it shares more shares, capital institutions will have the enthusiasm to increase the stock price if they have chips in their hands, and the market value will also increase. Assume that more than half
You all assume that the total market value in your hands is 100 billion. If you divide it more, the total market value can reach one trillion. Lu Ming naturally calculated this account very clearly.
The capital market and the company's operation itself are two different things. The only relationship is to get money through financing, and then it has nothing to do with the capital market. Investors from all walks of life in the capital market spend money to bet on the future of this company. How much do they earn?
How much you lose has nothing to do with the company. Although you are a shareholder of the company, you have no control over the company. Your only right is to trade the shares you hold. So what if you are a shareholder or even a major shareholder? Go to the company and ask questions
Even the cleaning staff cannot be fired.
This IPO plans to raise 20 billion yuan, and the equity transferred accounts for 54.05% of the total equity. The institutions represented by Wang Yue and others will receive 5% equally. No more, no more, no more, just the standard has just been raised, and there will be an announcement to reduce the shareholding in the future. A total of five
This institution accounts for 25% of the total share capital. Lu Ming gives 10% to LP Social Security Fund under Tiansheng Capital, making him the second largest institutional shareholder, and gives 7% to Ningzhou State-owned Capital Operation Company, making him the third largest shareholder. These two institutions
It represents state-owned assets, so Lin Qiang and others would naturally have no problem with taking more equity.
A larger proportion of state-owned assets is more reliable, and Daqiangzi and the others can feel more at ease. After all, Tianchi Technology has a bright light lying there. Lu Ming did not hide it, and told everyone clearly in advance that everyone
