Rebirth: The Financial Giant

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Wang Yue said 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, Tianchi Technology has given as few green lights as possible to the program. We have divested its core assets, which are technical reserves, but If it reflects a financial liability of more than 200 billion yuan, it is already insolvent, so this asset has to be stripped out.”

The crowd nodded silently.

Technologically, the Science and Technology Innovation Board can indeed give the green light, but Lu Ming still tries to avoid the green channel as much as possible, and try to go to the program flow as much as possible.

Qiao Jingping couldn't help but say: "That is to say, Tianchi Technology took the lead in listing just an empty shell?"

Lu Ming said with a smile: "Not exactly, to meet the basic conditions for listing on the Science and Technology Innovation Board, there must be profits and technology, and profits are still there, but after stripping off core assets and placing them out, it's just a mediocre technology company. Our strategy is to complete the listing for a period of time and then go back and restructure the core assets that have been spun off, and then reflect it on the company's income statement."

Since the first listing is a shell, the valuation will certainly not be too high.

However, the scale of financing was not low at all. After a while, Lu Ming said: "The issue price of Tianchi Technology is 13.70 yuan per share, the total share capital is about 2.7 billion shares, and the issued market value is 37 billion yuan. This IPO raises money. With a capital of 20 billion yuan, 54.05% of the equity will be sold, and Zheng Hongrui’s team and its future will use 11.95% of the equity incentive for employees, and Tiansheng Capital will hold 34% as the largest shareholder.”

After hearing this, everyone nodded silently again, thinking about this account in their hearts. On the surface, it seems that spending 20 billion together to take more than half of Tianchi Technology's shares is a big advantage.

But the people present are all old spirits. There has never been a free lunch in the world. It seems to be a big advantage, but the potential risks are also huge. If Lu Ming does not do human affairs, he will take this plate and take the initiative to hold it. thunder.

20 billion is of course an astronomical figure, but for the big guys present, after all, this money is jointly funded by several institutions, there is no pressure and it is indeed very affordable.

But the problem lies in the core assets of Tianchi Technology, which are the most important technical reserves of the company over the years. From the perspective of valuation logic, it is difficult to estimate the valuation of these technical reserves. How much is it worth? ? How to price the valuation is actually very confusing.

These are all secondary. The real point is that this core asset is also burdened with a super huge debt scale, exceeding 200 billion in debt, which is a potential mine.

And how did such a huge debt come about? The answer is that during these years of large-scale R&D investment, it kept borrowing from the parent company Tiansheng Capital.

That's right, Lu Ming assured Zheng Hongrui's team that the money management is not fake enough, and it is true that it is enough, but Lu Ming is not just giving it away for nothing, but lent it to Tianchi technology, and he will pay it back in the future. of.

It seems that it was a superfluous operation that he lent himself to him. If Lu Ming played the "single player" by himself, it would be fine. Anyway, the wholly-owned subsidiary could not afford to pay the debt to the parent company. Instead, he had to pay more. Tax.

But once a third-party player enters the market, it will be very different. Once Wang Yue and the others take over the shares and become shareholders of Tianchi Technology, they will take over the debtors of this huge debt. Lu Ming and Tiansheng Capital It became their creditor in a flash.

Assuming that Tianchi Technology becomes insolvent and goes bankrupt in the future, Tiansheng Capital can ask them to collect debts. Wang Yue and the others have to pay more than 100 billion to repay the debts in proportion. What is this called?

Da Qiangzi and others who were present also secretly slandered that this brother is also a master who knows how to play. It is still too difficult to make a lot of money from him without taking risks at all, and this is clearly telling you, it will really explode when the time comes. Now, only dumb people can eat coptis.

If it wasn't an old friend for many years, if it wasn't for a close strategic partnership, if this person was not Lu Ming but a different person, let the other party talk about the stock market hype, Da Qiangzi and the others would definitely not dare to reach out to take this offer. Either way it's a pit.

In Lu Ming's cake distribution plan for Tianchi Technology, Tiansheng Capital holds 34% of the shares, which is exactly more than one-third, which is equivalent to having a veto right to vote on major matters, which is a guarantee for control. The number of shares, because the equity structure design does not use the AB share system with different rights in the same share, although companies listed on the Science and Technology Innovation Board can apply for the pilot.

Major issues require a two-thirds majority to pass, and more than one-third is equivalent to having one veto.

At the same time, according to the company's articles of association and the shareholder 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. De facto absolute control over the company.

There is a closed loop that cannot be bypassed here. If someone wants to actually seize power from Tiansheng Capital and actually gain control, then he must first abolish the nomination rights of more than half of the directors held by Tiansheng Capital. To abolish this right, it is necessary to convene a general meeting of shareholders to propose a proposal and then pass it by a two-thirds supermajority vote.

Assuming this situation occurs, Tiansheng Capital votes against it, and the proposal cannot be passed.

Therefore, apart from Tiansheng Capital’s willingness to voluntarily give up this right, in theory, there is no second way, either through financing to dilute the equity in Tiansheng’s hands to break the closed loop, but financing is also important Tiansheng Capital objected to the matter, and the financing proposal also failed to pass.

As for the 34% held by Tiansheng Capital, it is enough to ensure the control of the company. If more equity is distributed, the capital institutions will have the enthusiasm to raise the stock price if they have chips in their hands, and the market value will also rise.~www.novelmt .com~ Assuming that more than half of them have a total market value of 100 billion in their hands, and if you spend more points, the total market value can reach one trillion. Lu Ming naturally calculated this account very clearly.

The capital market and company operations are two different things. The only thing that matters is that you get money from financing and then it has nothing to do with the capital market. Investors in the capital market spend money to bet on the future of this company and how much they earn. The amount of loss has nothing to do with the company. Although it is a shareholder of the company, it has no control over the company. The only right is the shares held by the transaction. What if it is a shareholder or even a major shareholder? Going to the company can't even fire a cleaner.

The IPO plans to raise 20 billion yuan, and 54.05% of the total share capital will be sold. The institutions represented by Wang Yue and others will each share 5%. No more and no less have just passed the standard and raised their cards. Later, they will be announced to reduce their holdings. A total of five One institution accounts for 25% of the total share capital. Lu Ming gives 10% to the LP Social Security Fund under Tiansheng Capital, which is the second largest institutional shareholder, and 7% to Ningzhou State-owned Capital Operation Company, which is the third largest shareholder. These two institutions Representing state-owned assets, Lin Qiang and others naturally have no problem with taking more equity.

It is more reliable to have a large proportion of state-owned assets, but Da Qiangzi and the others are more at ease. After all, Tianchi Technology has a bright thunder lying there, and Lu Ming did not hide it. He told everyone clearly in advance, everyone. They are all held by Ming Lei.

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