Because of his busy affairs and the need to negotiate with two other companies, Guan Yuntian didn't want to waste time, so he directly asked the other party to offer a price and raise conditions.

Of course, the representative of Xinrui Pharmaceutical Company came prepared, and seeing that Guan Yuntian was a cheerful person, Mr. Li of the other party said very simply: "As mentioned above, our purpose is to make the current drug, and in order to achieve reorganization, Xinrui Pharmaceutical Company can sell 60% of the equity." ”

"Before ST, how much equity did you hold in a listed company?" asked Lao Ding.

Until now, the company's management held 65 percent of the shares. ”

"As far as you know, what is the maximum percentage of retail holdings?"

"Five percent. ”

"In other words, after the reorganization, you still want to ensure the status of the second largest shareholder in the new company?" Guan Yuntian believes that if the other party wants to develop the original product, they must ensure that they have a certain say in the board of directors of the new company.

"We believe that this kind of Chinese patent medicine is a good product, which contains a lot of our hard work, and the company maintains a certain shareholding ratio after restructuring, which is conducive to not being completely marginalized in the future corporate decision-making process. In addition, in order to allow this product to enter the market and serve the treatment of diseases and save lives, we are even willing to use the funds obtained from the equity transfer for the advertising of the product. Mr. Li of Xinrui Pharmaceutical Company is full of affection for their products.

Lao Ding took over, "Mr. Li, if Changda Group has a relationship with Xinrui Pharmaceutical Company, once the restructuring is successful, advertising drugs is not only your business, if you really need advertising investment, you can raise funds through the stock market." In addition, after the completion of the reorganization, Changda Group will inject a large number of high-quality assets into the new company, and the equity you retain will be diluted, if you want to maintain the status of the second largest shareholder in the new company, the funds obtained from the previous transfer of equity will probably be used to repurchase the equity, otherwise, your voice in the board of directors will be reduced, Director Feng, do you say?" After speaking, Lao Ding looked at the other party's financial director.

"Oh, how much assets is Changda Group going to inject into the new company?"

"The value of assets is at least 5 billion. ”

Lao Feng, the financial director of the other party, made a rough estimate, "Ouch, in this way, the equity of the original Xinrui Pharmaceutical will be diluted by more than 300%, and the remaining equity of our company will only account for about 8% in the new company after dilution." ”

"In fact, Changda Group's high-quality assets are far more than these, but we do not plan to inject all our assets into the new company, Mr. Feng is right, even if we only inject 5 billion assets, your retained equity will be about 8% at most after being diluted. For this ratio, Lao Ding has already estimated.

"If you want to maintain the status of the second shareholder, you do need to buy back the shares, otherwise, the retail investors in the stock market are very likely to exceed your shareholding ratio, and if the position of the second largest shareholder is not guaranteed, I am afraid it will be difficult to realize your wishes. Guan Yuntian reminded.

"Mr. Guan, after the reorganization of the company, why did you inject so many assets?" In fact, Xinrui Pharmaceutical Company had also considered this earlier, but it didn't expect Changda Group to really do this.

Guan Yuntian laughed, "Mr. Li, we are all peers in business management, Changda Group spent money to reorganize Xinrui Pharmaceutical Company, of course, not only to buy the equity of Xinrui Pharmaceutical from you, our purpose should be understood, that is, through reorganization, with the help of the shell of Xinrui Pharmaceutical, let the assets of Changda Group enter the stock market." ”

"Mr. Li, if you are not in a hurry to cash out, after the asset injection of Changda Group, you will definitely have to carry out a new one

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As long as you maintain the status of the second shareholder, you will not only have a certain right to speak, which is conducive to realizing your wishes, but also increase the value of your equity by more than 300 percent. Lao Ding reminded.

The negotiators of Xinrui Pharmaceutical Company expressed their gratitude to Guan Yuntian and Lao Ding for their suggestions, but did not promise anything at that time, and the two sides promised to make a decision after further consideration.

The representative of Xinrui Pharmaceutical Company had just left, and the next morning, the representative of Longchang Building Materials Company sat down at the negotiating table.

Perhaps it is the standard for listed companies to participate in this kind of negotiation, and the representatives of Longchang Building Materials Company who come to negotiate are also their boss and a vice president, as well as the company's financial director.

Similar to Xinrui Pharmaceutical Company, the representatives of Longchang Company made it clear that the purpose of their participation in the restructuring is to use the way of equity transfer to introduce new major shareholders, with the help of the strength of new shareholders, take off the ST hat, and let Longchang Building Materials Company refinance in the stock market, so as to renovate and expand the existing production equipment, and achieve the purpose of reducing product costs through large-scale production.

After the other party clarified the purpose, Guan Yuntian said: "The scale of production has expanded, the cost of products will naturally decrease, I don't know what is the situation of the technical level of your interior decoration building materials in China? In addition, in addition to the price factor, in the process of competing with similar products, what are its advantages? Is there a disadvantage?"

Because after the reorganization, the other party not only wants to retain building materials products, but also expand the scale of production, Changda Group, as the major shareholder of the new company in the future, Guan Yuntian has to pay attention to the specific details of the product.

If the reorganization is successful, the future will become colleagues with the other party, if the existing products of Longchang building materials are indeed competitive in the market, the other party's desire should be supported, assuming that the product prospects are bleak, the other party will insist on the original proposition, for such a partner, Guan Yuntian believes that it is better to stay away as soon as possible.

It's not that he can't find a partner to work with, he still has a lot of things to deal with, if he is facing an insincere object, Guan Yuntian feels that there is no need to waste time grinding his lips here.

Under Guan Yuntian's questioning, the boss and vice president of the other party were hesitant, and finally did not say the technical and product performance advantages of the existing products of Longchang Building Materials, but blindly emphasized that the existing scale is not large enough, the production cost is high, as long as the production capacity is expanded, the cost is reduced, there is a competitive advantage.

Guan Yuntian patiently listened to the other party's statement, and then said: "Like this kind of building materials used for interior decoration, the price factor is only one aspect of the competition, and the product performance and technical level are also crucial, such as its environmental protection, deformation, durability, etc., etc., if the performance of these aspects is not unique, I think that even if the cost is reduced after the expansion, the competitiveness of the product will not be very strong." It's not pouring cold water on you, the three of you think about it, isn't that the case?"

"Mr. Guan, from your point of view, what do you think we should do?" asked the boss of the other party.

"I'm just saying it casually, if you think it makes sense, make a reference, if you think it doesn't make sense, I don't say it. Since the company wants to reorganize, I think it is necessary to carefully analyze and make a careful decision on the issue of retaining the company's original products. Why is a listed company being ST by the regulatory authorities? There must be something wrong, unless there is a major decision-making mistake in the management, and I think it is most likely the product itself. After the reorganization, even if you don't find a reason for the product, we will do it, and if you come to the conclusion that the product is not competitive at all, and you still want to keep it, it is impossible. Guan Yuntian said frankly.

“

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However, after the reorganization, if we still want to stay in the management of the new company, how do you think it is more appropriate?" It seems that the management of Longchang Building Materials Company is reluctant to withdraw from the stage of enterprise operation.

Lao Ding answered: "In fact, your chief financial officer should be clear about this question, after the company is reorganized, your original equity will definitely be transferred to a large part of it, Changda Group will definitely inject a large amount of assets into the new company, your remaining equity will be diluted, after the private placement, the shareholding ratio of some retail investors may exceed you, at that time, it is almost unrealistic to want to stay in the management of the new company." ”

The other party's chief financial officer continued: "If you want to maintain a certain position in the new company, the funds obtained from the transfer of equity cannot be taken away, and can only be used for equity repurchase after the new company's additional issuance." ”

"It's up to you, if you want money, you quit the board, if you want to stay on the board, you need to buy back shares. "Guan Yuntian said.

"I'll have to go back and discuss this with the shareholders, and I can't say it now, I'll contact you when the results come to a consistent conclusion. ”

The negotiators of Longchang Building Materials Company were sent away, and finally negotiated with the representatives of Kangjie Detergent Company.

The representatives of Kangjie Company were very happy, they had no other wishes, they just wanted to sell the shell of Kangjie Company, take the money and leave, and they had nothing to do with each other in the future.

Guan Yuntian was even more straightforward, "Then let's make a price." ”

"One billion, the whole company will be given to you, but we will not take away any grass or tree from all the items that belong to the company. The other party said bluntly.

"Is the price still negotiable?" asked Lao Ding.

The other party did not answer directly, but said: "First, the shell company is a rare resource, even if an excellent company like your Changda Group wants to go public smoothly, it is unattainable, so with the help of our shell, it is a very good shortcut, but there are very few shell companies with suitable conditions." Second, we have no requirements for the restructuring party, and there will be no verbosity in the future, and such shell companies are even rarer. ”

"In other words, there is no room for bargaining?" Guan Yuntian said.

The other nodded, "That's basically it." ”

After all, it is a business negotiation, and they have no scruples about saying anything to each other, Guan Yuntian doesn't care, he also comes bluntly, "What about creditor's rights and debts?" I believe that Kangjie Company does not have many creditor's rights, and its debts are not necessarily less. ”

"Mr. Guan's words are half right, Kangjie Company has a lot of debts, and there are also some creditor's rights. ”

"Oh, what if there is a restructuring, what will happen to the debts and debts? I can understand that things are not as simple as you just said to take the money and leave. "Guan Yuntian said.

The other party disagreed, "Of course, the creditor's rights and debts are our business, and they have nothing to do with the restructuring of the new company." ”

"Of course, it's your business, but the question is when will you be able to settle your claims and debts? Before you finish dealing with your claims and debts, you will definitely be involved in economic disputes and even legal proceedings, how can we restructure with you?"

"That's right, let's not say that the shell of Kangjie Company is worth a billion, just like our Mr. Ding said, your claims and debts have not been dealt with, so you want to talk to us about restructuring, and you still feel that your conditions are unique, are you a little too confident?"

These words made the other party a little unbearable, "Our plan, here we will talk to you about the conditions of restructuring, and there will deal with the creditor's rights and debts as soon as possible." ”

"Three, if I'm not mistaken, do you want to sign a restructuring agreement with us, and let Changda Group give you some advance payments to repay debts, this idea is smart enough!"

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