The idea of the vast majority of VCs is the same: buy equity at a very low price and sell it at a high price. Therefore, before signing the investment intent agreement, the VC will say "your company is very valuable" and "your company has a lot of advantages", and once the agreement is signed, they will start to find fault with the company, which is not good here and bad there, and has only one purpose - to lower the valuation, so as to reduce the price of the investment.

Seven inches of 1.VC

Since that encounter on the plane back to China, Qin Fangyuan and Yu Yan have never met again. However, Qin Fangyuan would think of her appearance from time to time, and secretly felt that he would definitely meet that girl again. Intuition is not just for women, men also have an innate instinct about hunting. Sure enough, they met again.

This morning, Zhang Jiahong waited in the elevator hall on the floor, watched the number of the elevator go up, tidied up his dress, clapped his hands, and deliberately suppressed his excitement. He Jing followed behind, holding Zhang Jiahong's mobile phone, also smiling.

At about 11 o'clock last night, Zhang Jiahong, who was about to go to bed, received a call from Li Hong, saying that two funds would come to meet with the company's executives tomorrow to discuss financing.

What Zhang Jiahong is concerned about now is: "Are these two reliable?"

Li Hong said: "These two are US dollar funds, and the GP is an old friend and recommended by Lao Yan, and they studied our business plan. Just now, that is, at 8 o'clock Western time, their LP held a special conference call to discuss the case, and the preliminary approval can be considered for investment. Mr. Zhang, my personal judgment is that if you are not particularly interested and reliable, LPs will not waste time to discuss, and general investment directors or GPs can discuss it. Therefore, I think it is very promising, and we should attach great importance to it, receive it warmly, and negotiate seriously. ”

As soon as she heard Li Hong say something so solemn, Zhang Jiahong almost jumped up! She ran to the living room and sat on the sofa, holding her mobile phone tightly and pressing it to her ear: "That's great! I'll arrange it right away!"

Zhang Jiahong almost shouted to tell Qin Fangyuan, Qin Fangyuan had never heard Zhang Jiahong so excited, maybe it was too dull for too long, Lu Xun said that if you don't die in silence, you will explode in silence. Qin Fangyuan finally complained: "Why did they carry out a surprise attack?" The war is imminent, and this small complaint, whether Zhang Jiahong didn't hear it or deliberately ignored it, it didn't matter.

Qin Fangyuan rushed to the office in the morning and was busy revising the PPT. Zhang Jiahong arranged for the office to clean the large conference room and debug the projector. He Jing kept in touch with Shi Wenqing, and when he was about to get on the elevator, Zhang Jiahong hurried to the elevator to greet the VIPs.

Huaxia Zhongding recommends two American funds, the main investment fund is Sentai Fund, and the co-investment is Dadao Investment. The night before, Li Hong mentioned these two funds to Zhang Jiahong, and Zhang Jiahong memorized them word for word like a primary school student memorizing a text.

Qin Fangyuan inquired on the Internet, Sentai Fund information shows that this is a US dollar fund, LP is mainly Chinese-American, and the more successful projects are the restaurant chain Little Fat Cow listed on the ** market, and AutoNavi Energy listed on the New York Stock Exchange in the United States, with a lot of income. In recent years, it has mainly looked for consumer chains and TMT. The management team is more than ten people, and the managing partner Tony Xu is also a returnee, when he worked at Goldman Sachs, he led the case of taking a stake in the largest domestic household appliance chain, although it was not successful, but it did not affect his employment by Sentai Fund with a high salary, and it is said that he managed a quota of 300 million US dollars. It is very interesting that this fund is applying for the QFII (Qualified Foreign Institutional Investor) certification of the China Securities Regulatory Commission, and it is not small to be a root-seeking investment fund for overseas Chinese around the world.

Qin Fangyuan called Shi Wenqing to confirm that the information given by Shi Wenqing was that the willingness of these two funds to invest was very large: "We have a buddy who is their investment director. This time, they made an exception and sent the main points of the business plan to the LP in the United States, and they gave it a high degree of recognition, so there should be no big problem. ”

Li Hong also came over in person, and Tony Xu led the team on the fund side, leading a group of people to drive in, and the conference room was filled at once.

On Zhang Jiahong's side, in addition to Qin Fangyuan, there are also financial manager Hu Dongmei and legal manager Zhao Yu.

After a while, He Jing knocked on the door and came in and said, "The other party has arrived." Qin Fangyuan took his laptop and went to the conference room.

Qin Fangyuan walked into the conference room, changed his business card, and was stunned when he handed the business card to a girl on the other side. The other party was already looking at him with a smile, as if he was enjoying his surprise, surprise, and the surprise hidden in the depths of his eyes.

This girl turned out to be Yu Yan, still with such a delicate face, smiling. Qin Fangyuan's mind was like thunder and lightning, could this be the legendary fate? Although he had imagined that he might meet again, he did not expect to meet him on such an occasion in this capacity, there are 20 million people in Beijing! As far as Yan is concerned, since she joined the VC in Beijing, the first official contact person for the project was actually the person she met on the plane and flashed in her heart countless times, which is a miracle in itself.

Yu Yan recognized Qin Fangyuan at a glance the moment he entered the door, her heartbeat began to speed up, she really wanted to jump up from the seat directly and give him a hug. However, before coming to China, her parents told her to observe Chinese etiquette: girls should be reserved, young and old, polite to superiors, shake hands and not hug, and smile without showing teeth.

Yu Yan protested, "Why are there so many rules!" She is a native of the United States, and her concept of freedom is deeply rooted. Parents said that if you want to achieve great things, you have to learn to integrate, and it is fundamental to follow the local customs.

Yu Yan stretched out his hand to Qin Fangyuan: "Nice to see you agai."

(Nice to see you again.) ）”

Qin Fangyuan came to his senses at this time, and quickly shook his hand, he caught the surprise of the reunion in Yu Yan's eyes. The encounter on the plane, the short and shallow chat, actually planted the seeds of longing for reunion in each other's hearts, but they didn't realize it at the beginning, and they didn't know what it was like until they said goodbye.

Shi Wenqing asked, "You knew each other before?"

The two men looked at each other and nodded at the same time.

Shi Wenqing glanced at Qin Fangyuan with some ill will, lowered his head and smiled. This detail was captured by Qin Fangyuan, and he vigorously bowed his mouth to Shi Wenqing in protest.

"It was an unexpected surprise. Tony Xu joked, "Our collaboration had a festive beginning." Our manager Yu met an old acquaintance shortly after he came to China, and on this occasion, I think this omen a good start. ”

Zhang Jiahong said yes again and again.

Amidst the laughter, the meeting began.

They first introduced the team to each other, Qin Fangyuan had seen each other's team introduction from the information before, but he didn't see Yu Yan's name. It turned out that Yu Yan had just graduated and was working as an investment assistant.

When introducing Qin Fangyuan, Zhang Jiahong proudly emphasized Qin Fangyuan's educational background, as well as his recent return from Wall Street, which turned out to be at Morgan Stanley. She finally emphasized: "This wave of corporate financing is fully entrusted to Fang Yuan. Anyway, I'm a rough person, I don't understand anything, and Fang Yuan has the final say in the future. ”

Zhang Jiahong's opening remarks immediately warmed the atmosphere.

Tony Xu has a tall nose, no less tall than Qin Fangyuan, and looks quite like the famous American movie star Tom Cruise. Tony Xu had a preliminary understanding of Qin Fangyuan before, and now that he heard Zhang Jiahong introduce and entrust him with such a grand introduction, he naturally didn't dare to despise this young man.

Tony Xu also introduced Hong Dakai, a partner of Dadao Investment, who is also tall and big, and he is full of Northeast flavor when he opens his mouth. This fund is relatively small and has just entered the Chinese market. "If this project is good, we will invest in it and Dadao Investment will follow it, which is also the first project since Mr. Hong joined the company. "First of all, our team was very interested in this project, so I personally managed this project. Secondly, the A round of investment in this project was invested by Lao Yan. As an industry insider, there is no one who does not know Lao Yan, after all, he is one of the first Chinese Americans to introduce VC and PE to China, and he has a super appeal in the circle. Since he dared to invest, we were half relieved. Again, we all recognize the personal brand of President Li Hong of Huaxia Zhongding. Yes, we Mr. Li have hoarded a lot of potential investment projects on hand, we have invested in this, and we hope to recommend the next one, you eat meat, and we will also drink a bowl of soup. ”

Li Hong smiled: "Our current project is a big piece of fat. ”

In a harmonious atmosphere, Qin Fangyuan opened the PPT and explained, about the founder, management team, industry prospects, competitive advantages, products or services, business/revenue model, marketing and marketing strategy, company development planning, financial status and financial forecast, financing needs and use of funds, etc., basically a summary, the content is almost the same as the business plan provided before, this time it is just further strengthened. He explained and answered the other party's questions at the same time, Chinese sandwiched with English.

Yu Yan admired Qin Fangyuan's PPT very much, recorded while listening, and wrote down his thoughts on paper.

After asking questions to Mingming Media, Tony Xu politely asked Zhang Jiahong: "Mr. Zhang, what do you need to know about us?"

Zhang Jiahong said bluntly: "I think it's very good." Since you were introduced by Mr. Yan and Mr. Li, we are very relieved. I'm a rough person, from the grassroots, so I just say a rough word: I only care about whether you are willing to invest in us and when the money will arrive, haha!"

Tony Xu did not show surprise at Zhang Jiahong's roughness, perhaps, they are no longer surprised by these mentalities of the financiers.

At this time, Qin Fangyuan opened his mouth and said, "Mr. Xu, I want to ask a few questions, is it okay?"

Tony was stunned for a moment, and hurriedly said, "Of course you can!" ”

Although I had a brief understanding of this fund from the information I queried on the Internet last night, it is still only scratching the surface and needs to be further understood. He is primarily concerned with the two core issues of the fund – strength and performance.

For funds, strength is the size of funds. Generally speaking, foreign VC funds can easily reach US$3.5 billion, and there are not a few funds exceeding US$1 billion, while most local RMB VC funds do not have such a large plate. Nowadays, when most domestic VCs advocate themselves on various occasions, they say that they manage several funds under their hands, and it is difficult to distinguish between reality and fiction. Therefore, the first question Qin Fangyuan asked is, is this fund facing global investment, or focusing on the Chinese market, what proportion of real investment can be invested in the Chinese market, and how much can a single project be invested?

Tony Xu said: "I know what Mr. Qin means, that is, he is worried that we will be dishonest. In fact, what we have published online is basically true. We have made two phases of funds, both of which are $300 million, all invested in the Chinese market, and a single investment does not exceed $50 million. ”

"I'm sorry, Mr. Xu, I have to continue to ask questions. Your company's last successful project was listed a few years ago?How many rounds of investment was it in?How long after the investment?Have you ever had a successful project?" Qin Fangyuan's attitude was relatively humble.

The question raised by Qin Fangyuan is also one of the core issues of the fund, that is, performance. The performance of VC is not reflected in how much money is managed or how many projects are invested, but how many are successful and how much return on investment is. Mr. Gui Shuguang, a well-known investor who now runs an angel teahouse and focuses on angel investor training, said that many VCs have made enough fame by relying on a successful project 5 or even 10 years ago, and they have been fooling around the world, but they can never invest in a decent project again; there are many VCs who rely on "sugar daddy" and follow the big VC butts to invest, and they can also get away with picking up some leaks; there are also many "successful" VCs who only do two or three rounds of investment, or even only P

E-IPO investment, projects that are not likely to be listed within one or two years are not seen at all.

Tony Xu did not show any unhappiness because of Qin Fangyuan's seemingly aggressive question, after all, he has been investing for many years, and he still has self-cultivation, not only that, but he also looked at the tall young man in front of him a little impressed, seemingly hairless, but the questions were in place and outspoken, and it was really Wall Street style. He chose to answer frankly: "The first phase has been closed and liquidated, 3 have been listed, 2 are to be listed, and 1 is estimated to die or be merged." You must know that Little Fat Niu was listed in **, we were the first round of investment, and the listing the year before last and obtained a return of more than 20 times. As for AutoNavi Energy, which was listed on the New York Stock Exchange, it was rated as the most successful investment project of the year by many well-known financial media. The second phase of the fund is also $300 million, we are '7+3', this fund has a 10-year lifespan. Last year was the first year, I invested in a project to do mobile Internet media. If our cooperation is successful this time, I am sure that you will give us a higher reward than the little calf. ”

At this, Tony Xu's team applauded. Infected by this, Zhang Jiahong and the others also applauded, and the atmosphere became more and more active.

Qin Fangyuan was still relatively calm, and he said, "Mr. Xu, can you continue to ask for advice?"

"Keep asking, it's not enough to ask for advice. Naturally, he noticed that the lad had changed his words, showing his self-cultivation.

"If your fund invests in us, what kind of value-added services will you bring to us? We know that excellent VC companies will have extensive industry relationships and rich experience in corporate management, and can indeed provide a lot of value-added services for the invested enterprises. ”

Tony Xu smiled slightly: "To be honest, generally VC will say to help companies expand their markets." To provide this value-added service, VC must have a lot of experience in marketing, but we don't have work experience and background in marketing, we have more work experience in finance, investment banking, technology, etc. However, we can help you find some help with your senior management team and managing your company's finances. ”

"Can you help us recommend some advertisers?" Zhang Jiahong heard about value-added services, and this was the first thing that came to mind.

"Haha, as soon as I heard that Mr. Zhang was from a business background, he would talk about advertising. We're going to have to give it our all!" Tony Xu replied with a grunt.

Time passed quickly, and more than four hours disappeared in a blink of an eye, and the two sides were still unsatisfied.

After the meeting, the other party did not accept the dinner arranged by Zhang Jiahong in the restaurant downstairs. After sending the investors away, Zhang Jiahong asked Li Hong: "How do you feel?"

Li Hong said: "I feel good, there should be no problem, and I will continue to go down." ”

2. The thunder pool of investment banks

At noon, Shi Wenqing called Qin Fangyuan: "Say something that maybe you don't like to hear, you are a little noisy today!"

"What's wrong?" Qin Fangyuan didn't quite understand what he meant, "Are you saying that I asked questions for the fund?"

"Yes, Mr. Zhang said that there was no problem, but you asked three in a row, and you were aggressive, this is not good!"

"I see what you mean. Qin Fangyuan laughed, "These questions are indeed what we need to understand. Financing and investment need to be understood in both directions, which is due to the possibility and safety of future investment. By the way, about the other party's situation, it should actually be provided by your intermediary in advance. Besides, if I'm just an echo worm and don't even ask these basic questions, why do people want to poach me to return to China to join, and what do I rely on to reflect my value?"

"Haha, it seems that you are not an elm head, I thought you were stupid on Wall Street, and you entered the role very quickly!"

"In fact, being a person and doing things is the same everywhere. Human nature is a common thing, and it is universal. ”

"By the way, where did you meet that person named Yu Yan today? Why have I never heard of you?"

Qin Fangyuan knew in his heart that this kid would have to ask this sooner or later. "I met on the plane back home, ordinary friends. ”

"Hehe, it seems that you are not small, and you have a lot of encounters. When you kid returned to China, he didn't explain, and suddenly a sister Lin appeared. In my experience, something will definitely happen to the two of you, there will be a drama, and look at her look at you differently. ”

"Don't come here! You don't think about the details of the next step, you think about it, you really don't change your sex!"

Shi Wenqing didn't answer Qin Fangyuan's words, and said directly: "Although you have been in the United States longer than me, let me tell you the experience, the trilogy of Western women holding hands, kissing, and going to bed is straightforward and straightforward, but you can't easily move your feelings, otherwise you won't be able to eat and walk around." ”

Qin Fangyuan said, "Don't think of people as you", then put down the phone and didn't listen to Shi Wenqing's instigation.

When he was about to get off work, Qin Fangyuan picked up his business card and sent a text message to Yu Yan, asking her where she was now and if she had time to have dinner together.

Yu Yan soon called, saying that she was about to call him, and she was hanging out in Dongfang Xintiandi downstairs and asked him to come down quickly.

Qin Fangyuan's heart warmed, she should have deliberately wandered around below, waiting for him to call. He put down the phone and rushed to the elevator entrance, and pressed the go button hard. Yu Yan had already been waiting at the door of the Swarovski crystal store, looking at Qin Fangyuan who was running over with a smile.

When Qin Fangyuan walked to him, Yu Yan handed over a clothing bag and Armani jeans: "Give it to you! I sometimes go shopping when I work here, and I bought it for you when I saw a suitable one, the number was visually measured by me, and it has been in the office for a long time." I don't know if you like the color, what happened on the plane last time was my fault, I have to compensate you!"

"I'm flattered! Haha, it's been so long, and you're still thinking about it. Isn't it already all right?"

"That's a knot, too. ”

"I don't think you're like a native American, but like a Chinese girl with a mother-in-law. ”

"What is mother-in-law? Didn't I tell you, I have lived in Chinatown since I was a child, receiving favors from others, repaying favors, causing trouble to others, and apologizing. ”

Qin Fangyuan smiled, and the two went to a nearby Western restaurant together.

Qin Fangyuan said: "I was very surprised today, I didn't expect to meet you on such an occasion." ”

"It was an accident. However, I gave you the contact address before, you should know that I am in Oriental Plaza, why don't you contact me?"

Qin Fangyuan said the truth embarrassedly: "That strip was in the pocket of the suit, and I accidentally took it to the laundry to wash it." I know you're in Oriental Plaza, but I didn't remember the name of your company, and I apologize to you. ”

Yu Yan looked at Qin Fangyuan's serious appearance, and hurriedly stopped: "Who made you apologize, today's encounter is also very interesting." ”

They chatted like old friends, but in fact, with this addition, they had only met three times.

Yu Yan said: "I finally know your grand ideal of returning to China, it turns out that you are here." ”

"Isn't it good here?" Qin Fangyuan was more taboo with his peers, saying that he devoted himself to Party A, rather than continuing to stay in the field of investment banking.

"That's good. Yu Yan didn't notice Qin Fangyuan's sensitivity, "We think this company is good." ”

Zi said: A gentleman seeks to seek morality but not food. Ploughing is also in it, and learning is also in it. A gentleman is not worried about poverty. Qin Fangyuan explained his ambition with the help of Confucius's words, "The meaning of this sentence is to pursue ideals and make money by the way." ”

Yu Yan looked at Qin Fangyuan with interest: "When I was a child, I was also forced to memorize the "Three Character Classic", it was too difficult to memorize, and under my strong protest, my parents had to give up. ”

Qin Fangyuan was a leapfrog thinking, and he grabbed Yu Yan's words and said, "Do you think this company is good?

"Oh, we have discipline, you know, you're not an investee yet, I can't talk about that. Yu Yan immediately realized something, and immediately straightened the way.

Of course, Qin Fangyuan knows the regulations of large investment banks, and there are firewalls between departments, not to mention the outside world? A senior brother of Princeton University, who once worked as a senior executive of Da Mo after graduation, was later suspected of insider trading, and his wife speculated on the stock. After the incident, both husband and wife were sentenced to two years in prison, and considering that they had a one-year-old child, the US court sentenced the man to serve the sentence first, and then the woman to serve the sentence after the man completed the sentence. Another MD of Da Mo Asia was also arrested and sentenced for insider trading related to a Chinese energy and commodity supplier.

Thinking of this, Qin Fangyuan knew that he had made a taboo, and smiled awkwardly to apologize.

At this time, the waiter ran over and said that there was no yogurt in the restaurant. Qin Fangyuan asked, "Is there organic milk?" The waiter said, "It's all sold out, and it is estimated that it won't be able to be purchased until seven or eight o'clock in the evening." ”

Yu Yan asked curiously, "Why do you have to drink milk? Isn't it better to drink coffee in a Western restaurant?"

Qin Fangyuan remembered that drinking milk was Qiao Mei's suggestion, Qiao Mei's shadow flashed in his mind, and his heart was gently touched. Who is in front of you? It's Yu Yan. He quickly stabilized his mood and said to the waiter, "Then come to Mocha!"

Yu Yan asked with interest, "Do you like to drink Mocha?"

When Qin Fangyuan heard this, his words were relaxed: "Mocha is a very delicious variety, and I will make it." First, take one serving of chocolate sauce and squeeze it into the bottom of the cup and add one serving of esp on top

esso (espresso), then milk and milk foam, and finally a piece of whipped cream on top. ”

In the United States, personalized coffee meets the needs of different people. When he first went to the United States, Qin Fangyuan was not used to drinking coffee, and then at the instigation of his American classmates, he went from place to place, and gradually liked it, and he also knew some about coffee.

Yu Yan was speechless, and the waiter brought a cup of Cappucci

o), it's milk foam coffee. Qin Fangyuan was happy when he saw it, and the two of them knew it tacitly. Coffee lovers know what cappuccino means. Cappuccino's practice is to make an ESP first

Esso, then steam the milk to froth the milk, then pour the hot steamed milk into the coffee cup, and finally flick the milk froth on top of the coffee. When you drink this kind of coffee, your mouth will be more or less stained with some white milk foam. If we say ESP

esso is the man, that Cappucci

o is love, it is ESP

The perfect combination of esso and feminine women (milk foam), soft and rigid, rigid and soft.

After drinking coffee, Qin Fangyuan took Yu Yan to watch a movie, and Zhang Yimou's "The Love of the Hawthorn Tree" was playing at the Broadway New Century Theater on the basement floor of Oriental Xintiandi.

At the last moment of the film, the heroine Jingqiu rushed to the hospital to see the last side of the hero when she heard the news, when she approached the hospital bed step by step, shouting her boyfriend's name, the emotional agitation of life and death, yin and yang, suddenly broke Qin Fangyuan's defense line, and tears flowed. He hurriedly turned his face away and didn't let Yu Yan see it. He thought of Qiao Mei and understood the great sadness of a woman when her boyfriend left.

Yu Yan's eyes are also red, and it seems that emotional things are the common wealth of human beings. However, when he came out of the theater, Yu Yan said: "I just don't understand, love it, love it, why do you love so unhappily?"

Maybe it's the effect of coffee, maybe it's the influence of the movie's poignant love story, after sending Yu Yan back to his residence, Qin Fangyuan couldn't sleep at all, and the scene of the VCs' investment was about to be completed came to his mind for a while, Qiao Mei's complaining eyes appeared for a while, and Li Ruotong's delicate face appeared for a while, no, to be precise, Yu Yan.

3. Option pool: the concentration point of interest conflict

On the third day, Zhang Jiahong received feedback that Sentai Fund and Dadao Investment decided to invest in Mingming Media and made an appointment to finalize the price.

Qin Fangyuan told Zhang Jiahong that price is a sensitive issue and a substantive issue, and since the other party talked about this part, it means that this wave of financing has indeed officially begun.

Qin Fangyuan and Huaxia Zhongding Investment Company mentioned in the business plan to raise $50 million and sell 30% of the shares. When he first wrote the business plan and put forward this figure, even Qin Fangyuan thought it was outrageous, at most half of the price was about the same, which was enough to support the company's development in the next 24 months. Zhang Jiahong believes that as long as the money can be paid in time, $10 million is fine, and she compares it according to Lao Yan's $3 million and 40% of the shares. What's more, if the money can't arrive, even a hundred million is not worth much, and the company can't hold on to that. Shi Wenqing and the others insisted on holding high and fighting high, first rushing to talk about this number, and negotiation is a process of mutual concession and compromise. Shi Wenqing said that he was the first to say, but in fact, he was thinking about the commission. At the beginning, the intermediary agreement signed by Zhang Jiahong was to pay a commission of 5% of the total amount of financing, and the amount of the natural commission is closely related to the total amount of financing.

The conference call to finalize the investment amount began at 12 p.m., which happened to be 9 a.m. EST and was attended by one of Sentex's LPs. This LP is said to be one of the key members of the Investment Approval Committee and has voting rights.

Before the phone was dialed, Shi Wenqing and Qin Fangyuan ran to Zhang Jiahong's office and said in unison: "Mr. Zhang, during the price discussion, don't speak lightly; ”

Zhang Jiahong agreed. On the one hand, she was quite sure of Qin Fangyuan's performance in the first interview, and she also believed in the principle that professional things should be handed over to professionals, so as not to appear old-fashioned; on the other hand, she didn't bother to bargain with those capitalists, as if she was stingy. However, she proposed that only the negotiation should be successful and not defeated, and time is not forgiving!

Qin Fangyuan certainly understood Zhang Jiahong's anxiety.

Connect the phone according to the phone number and password provided by the other party, and it has been waiting for a long time.

Tony Xu and his party were there, and the meeting was chaired by Tony Xu, who first introduced the LP in the United States, and it can be seen that Tony Xu has a lot of respect for this person. LP is a Chinese-American, surnamed Wen, and speaking Mandarin is not very standard, but he can understand it slowly.

LP Wen came up and said: "It's a great pleasure to talk to everyone here, everyone has worked hard, and there are still some important issues to discuss at such a late hour." Chairman Zhang, who is mindful of the media, is also there?"

Zhang Jiahong said hello.

Tony Xu said: "Our meeting is mainly about price. We negotiated internally, and the two companies agreed on a $30 million stake for 30%, which is the highest price we can accept. ”

Zhang Jiahong was thrilled when she heard this.

Qin Fangyuan noticed Zhang Jiahong's emotions, and after he and Shi Wenqing glanced at each other, they glanced at Zhang Jiahong again.

Qin Fangyuan hurriedly spoke: "This deal is."

ot good e

(The price is not good enough.) We have no opinion on the investment of $30 million, but a 20% stake is appropriate. We don't care about the amount of money, what we care about is the proportion of shares. As you can tell from the business plan we provide, we should be worth the price, and that's the bottom line we can accept. ”

Both sides showed their hole cards at the beginning, which was obviously not acceptable to the other party.

The two sides of the conference call were silent in the moment after Qin Fangyuan finished speaking, and no one took the lead in speaking. Zhang Jiahong looked at Qin Fangyuan, the meaning was obvious, it was almost there.

Tony Xu was the first to break the silence: "Because the company is profitable at present, but not a lot, and we don't have a valuation according to P/E, even if it is valued according to P/S, your company can't reach this price." Of course, we are looking at the rapid growth in the next 3 years, and we have come up with the most optimistic valuation compared with the valuation of similar listed companies, so I hope that Mr. Zhang can give full consideration to it, and I hope that we can continue to move forward together. ”

Zhang Jiahong heard what Sentai Fund meant: first, this price is already the highest price, or considering the valuation of rapid growth in the future; second, if you don't agree with this price, you can't continue to talk.

Qin Fangyuan also heard the other party's words, and the other party deliberately proposed Chairman Zhang by name, intending to point out that only Chairman Zhang could make a decision at this price, and at the same time hoped that Chairman Zhang would accept this price. What a vicious move!

Zhang Jiahong made an "OK" gesture, which meant whether it was decided like this, and before Shi Wenqing could react, Qin Fangyuan made a "No" lip shape and shook his head again.

Qin Fangyuan believes that foreigners are much more cunning in negotiating, and even if they agree, they can't agree on the spot, because even if this round of agreement is agreed, there may be variables later. He once told Zhang Jiahong that the attitude of some VCs will make a 180-degree turn before and after signing the investment intention agreement (because the one-way locking of the enterprise can only talk about cooperation with him as an investment institution): before signing the investment intention agreement, the VC will say "your company is very valuable" and "your business has a lot of advantages", and after signing the investment intention agreement, they will start to find fault with the company, which is not good here, not good there, in fact, there is only one purpose - to lower the valuation, so as to reduce the price of investment. In a sense, the vast majority of VCs have the same idea: buy the company's equity at a very low price, and sell it at a high price when they exit.

Qin Fangyuan said: "We have to negotiate this price before confirming." In addition, for the stability of the company's development, in order to attract more talents in the future, we need to reserve a part of the management options. ”

This sentence is exactly what VC means. The reason why Qin Fangyuan raised this question at this juncture actually had his intention, which was to make the matter of options clear.

Setting up an option pool allows holders to buy a certain number of shares of the company for a set period of time at an agreed price (usually low and negligible). Issuing options dilutes the shares of other shareholders, so many VCs require that these options be set aside before investing. In this way, after the VC investment, when the management team buys the shares, the VC's shares will not be diluted. Option pools do have a significant impact on the financing price, but they are also a very important terms and design. Most companies need to allocate options to the newly recruited or former management team after VC investment, even though the issuance of options will dilute the shares of other shareholders.

LP Wen took over and said, "Optio."

Pool was already in our minds, and we had intended to keep a 15% stake as an option for the management team. Our $30 million should occupy 35%, we will take 5% upfront as part of the option pool, and the original shareholders will take 10%. ”

If according to the distribution plan proposed by Sentai Fund and Dadao Investment, the financing amount of 30 million US dollars accounts for 30%, then P

e-Mo

ey Valuatio

(pre-investment valuation) of $70 million (VC abbreviated as "P

e 7 votes 3"), if VC requires the option pool size to be 15%, then the shareholding structure of the enterprise is: VC's share ratio is still 30%, 15% of the unallocated options, and 55% of the Series A investors and founders. In other words, Series A investors and founders take out 15% of their shares and distribute them to the top management and some of the previous team members who will be hired.

Zhang Jiahong stared at the changes in Qin Fangyuan and Shi Wenqing's faces, she hadn't turned a corner yet, she was just very sensitive to options and this 15%.

Shi Wenqing doesn't care, his interest lies in the commission of 5% of the total amount of this financing, so he cares about the total amount of financing, not the size of the options reserved by both parties. According to this negotiation, it is estimated that the total amount of financing will not exceed 30 million US dollars, so he is calm, and then it depends on how Zhang Jiahong and Qin Fangyuan decide.

Qin Fangyuan was thinking in his mind, 15% management options? I personally proposed 10%, so what about those many executives in the future? According to the planning of the business plan, after this wave of money is melted in, the company needs to immediately recruit a large number of people, including poaching some executives from the market through headhunting companies, otherwise it will not be able to meet the company's future development needs. By the way, there are also those subordinates who have followed Zhang Jiahong for many years, how can their interests be guaranteed? Thinking of this figure, my heart "chuckles".

Zhang Jiahong saw Qin Fangyuan and the others stop there for a while, and she also realized that this was a problem.

Qin Fangyuan said: "If this valuation and distribution are followed, it is true that as Mr. Zhang said, this price does not matter P."

e-Mo

ey Valuatio

Or Post-Mo

ey Valuatio

(Post-investment valuation) is only 5% of the valuation we want, which is also beyond our bottom line, and it is estimated that it is more difficult to move forward. ”

After Qin Fangyuan said this, Zhang Jiahong's face changed, and she was worried that people would not vote because of this. Qin Fangyuan, Qin Fangyuan, you are doing this for your personal interests and ignoring the collective interests! She instinctively wanted to supplement and withdraw Qin Fangyuan's words, but if this happened, Qin Fangyuan would be in a disadvantageous position in future negotiations.

While they were considering, the other party was also waiting calmly.

Negotiation is a time-consuming and laborious task. Zhang Jiahong once negotiated with an advertising company under a well-known group company that they planned to acquire Zhang Jiahong's outdoor advertising resources in Beijing. Zhang Jiahong entrusted a Taiwanese lawyer to participate in the negotiations on their behalf, and the last negotiation lasted from the morning to more than 4 o'clock in the morning of the next day. Of course, at that time, Zhang Jiahong was full of confidence, and his outdoor advertising resources ranked second in Beijing, second only to Huage Media, and made money with all kinds of brands. This time it was different, he invested all his savings for many years, and took Lao Yan's $3 million, even so, it was like throwing a stone into the sea, and it sank quickly without even making a sound. Now the company is like a child who is about to be submerged, scrambling to grasp a straw, and survival is the most important thing.

Zhang Jiahong still said: "Everyone, thank you very much for the open and honest discussion, which is a good foundation for us to continue to move forward." As for the issue discussed today, we still have a shareholder, and I have to communicate with him, and I think I will communicate with you again as soon as possible. Once confirmed, our negotiator is Mr. Qin Fangyuan, who can represent our company with full authority. What I want to say is that no matter what the solution, what we want to achieve is a win-win situation. ”

Zhang Jiahong's words are not leaky and comprehensive. Qin Fangyuan thought that if she could do this, she was not completely confused.

LP Wen over there also said: "I completely agree with Mr. Zhang's meaning, we want to achieve a win-win situation." We are very optimistic about outdoor media and mobile media, we have studied your business plan, it is very professional, if you can move forward according to the established plan on the plan, we are very happy to participate and work together. I also make sure that our negotiator is Mr. Tony Xu, who can fully represent Sentai Fund in China. ”

After the meeting, Qin Fangyuan looked at Zhang Jiahong and seemed to have something to say, but because Shi Wenqing was inconvenient to open his mouth, this involved personal interests after all. Zhang Jiahong saw what Qin Fangyuan meant, and said, "I'll reply to you after I discuss with Mr. Yan." ”

When Qin Fangyuan returned to his residence, it was already past 2 o'clock in the evening. Shi Wenqing drove his Volvo to send him back, the car raced, the windows rolled down, and listened to the wind outside, it was really refreshing!

Shi Wenqing said in the car: "I personally think that 30 million US dollars is acceptable, this is not a small amount, and it is not something that ordinary funds can provide." We can strive for a good outcome on other terms, but the key is to move on to the next step. ”

Zhang Jiahong reported this matter to Lao Yan, and also discussed the matter of options, and Lao Yan still recognized the 30 million US dollars, but as soon as he heard the question of the option pool ratio raised by the other party, he objected: "The pre-investment valuation does not include the option pool, and we should not pay for the option pool alone." Since they have invested in and become shareholders with us, there is no reason to only let us take out our own shares as an option pool, but to take everyone together, and the option pool will be set up after the VC investment. For example, in this wave of VC financing of 30 million, the pre-investment valuation is 70 million, if the size of the option pool is 15%, then before the option pool is established, the proportion of B round VC shares is 30%, the founder is 42%, and the A round VC is 28%. Then we jointly took out 4.5% of Series B VC, 6.3% of the founder, and 4.2% of Series A VC according to the proportion, and made up a 15% option pool. In this way, after the investment, the company's shareholding structure is: 35.7% for the founders, 25.5% for Series B VC, 23.8% for Series A VC, and 15% for the option pool. ”

Zhang Jiahong quickly wrote down these ratios, including the general meaning of Lao Yan.

Soon after Qin Fangyuan returned to his residence, he received a call from Zhang Jiahong, who conveyed Lao Yan's meaning to Qin Fangyuan, and emphasized: "As for your personal options, we will definitely try our best to meet them." ”

The next morning, Qin Fangyuan called Tony Xu back, and the other party disagreed with this plan when he heard it. He stressed that according to the preliminary understanding of the company, even according to the valuation of 30% of the US dollar of 30 million, their bid price is already the upper limit, if according to the option pool proposal provided by Remember Media, their price is 25.2% higher before investment and 17.6% higher after investment, and their investment review committee will definitely not pass.