After the Thanksgiving dinner, Gu Biao took Zhang Zhongmou to inspect the environment for investment and factory setting up in Xiangjiang and even the Special Economic Zone for two days, which further softened Zhang Zhongmou's resistance.

Especially in this process, Gu Biao took Zhang Zhongmou to visit Han Ting's Hanle Electronics, especially the high-precision SMT SMT SMT chip dust-free workshop of Hanle Electronics.

Then he took Zhang Zhongmou to visit the downstream supplier of Hanle Electronics, Guo Taiming's Futukang, saw Futukang's consumer electronics assembly line, and felt the lean quality management atmosphere of the same Bay enterprise.

In Han Ting's place, Zhang Zhongmou saw the industrial chain pattern of precision electronics, and saw that in the future, if the global "self-designed, outsourced process" chip industry develops.

Then, as long as Zhang Zhongmou sets up his wafer factory in Xiangjiang, he can form the advantages of the block industrial chain of the Special Zone + Xiangjiang, so that those manufacturers who only have chip design capabilities can realize the processing and supporting capabilities of the whole industry chain from the chip process to the finished product, and finally directly turn it into consumer electronics products and send them to users.

This kind of processing capacity, if it is really fully realized, is more terrifying than the 2010s in China's special zone electronics industry chain - because the later generations of the special zone electronics industry chain, the top part of the wafer process, is still mastered by Wanwan people.

And Gu Biao's actions are like this, which is equivalent to the whole chain from the monocrystalline silicon raw materials that come in, and finally become the sensors of mobile phones and computers, which can be done in one stop in the Bay Area.

Of course, at present, the semiconductor process, chip circuit patch, electronic equipment assembly, these three links are still very weak, respectively, only Zhang Zhongmou, Han Ting and Guo Taiming are each a representative entrepreneur, if you really want to do any work in the future, there is still a long way to go.

But at least it's already "a sparrow is small, but it has all kinds of organs".

In Guo Taiming's place, what touched Zhang Zhongmou deeply was that Guo Taiming, as a native of Wanwan, was actually persuaded by Gu Biao to come to the mainland to invest and start a business, and he mixed so well.

Is the business environment on the mainland really impressive in the past 30 years?

In contrast, the Japanese-style, lean quality management brought by Guo Taiming was not too surprising to Zhang Zhongmou. He thought that other top entrepreneurs in Wanwan who had been trained by Japanese strict lean quality could do it in a few years.

"Boss Gu is really a big man, and unconsciously, he can create such a momentum of the whole industry chain in China. However, I used to focus only on the United States, sitting in the well and watching the sky, and underestimated the speed of development of the Asian electronics industry except for the Japanese industry. ”

At the end of the two-day inspection period, in front of Gu Biao, as well as Han Ting and Guo Taiming, Zhang Zhongmou directly admitted his original pride and prejudice without hypocrisy.

At the same time, the two sides also took the last opportunity to negotiate how to give a valuation and share if they can reach an intention to invest in cooperation.

This is equivalent to the TS link before the Internet period in the 90s and those technology companies in Silicon Valley took venture capital.

TS is the term of the venture capital circle, Term-Sheet, which is the "letter of intent", which mainly lists the precautions that should be met if the investment is achieved, and how to distribute the benefits preliminarily.

If the "investment agreement" is formally signed in the future, it is basically necessary to refer to the memorandum document of the negotiation process, and cannot be changed arbitrarily. It is difficult to retract the trial records written down by the clerk in court and the signatures of the lawyers of both parties.

An entrepreneur can negotiate TS documents with multiple venture capitalists at the same time, but finally choose one to formally sign an investment agreement. In other words, this document can only constrain the question of "if you want to sign, how to sign", and does not constrain the decision of "whether to sign or not" itself.

Zhang Zhongmou is obviously still ready to get several copies of TS and shop around.

Gu Biao was also very atmospheric, allowing the other party to compare prices. As a person who has experienced the Internet era in later generations, he does not feel that this is a "spare tire act".

Historically, when Zhang Zhongmou returned to Wanwan to start a business, he actually didn't have much money, and he had to make up thousands of dollars to survive.

However, the capital led by the Executive Yuan Fund still gave him face, giving him a team valuation that was relatively ahead of the times, and after negotiation, it was believed that "Zhang Zhongmou, and the backbone team of Deyi Semiconductor brought out by him, are worth 50 million US dollars."

Therefore, in the end, the total valuation of Wanji was 400 million US dollars when it was established, of which more than 100 million yuan was spent by the Wanwan Executive Yuan Development Fund, accounting for more than 40%, more than 80 million 20% of Philips, and more than 20 percent of Formosa Plastics Wang Yongqing.

Then Zhang Zhongmou and his team, relying on a 50 million team and results valuation + $10 million cash investment, accounted for 15% of the shares. (60 million, 15% of 400 million)

This is rare in history, because the global tech industry environment in the mid-80s still doesn't recognize the algorithm of "you are worth tens of millions of dollars".

At that time, the mainstream concept in the financial capital circle was that the intangible influence of people and the resources in the circle could not be used as capital contributions for the company.

It's not like around 2000, when any idea was formed into a project and there was a team, and you could cheat money.

Of course, Gu Biao is not clear about these historical data, and he is not a prepared traveler with Baidu in his brain.

But he can talk slowly. First of all, because he is an individual investor, the right to speak must not be compared with the Executive Yuan Development Fund in the same period in history, and it is also necessary to give Zhang Zhongmou's team a higher valuation.

And Gu Biao knows Zhang Zhongmou's ability and the potential of his business model, and more importantly, he knows that this model is of great significance to complement Gu Biao's own electronic information industry chain and ensure the security of the supply chain, so even if Zhang Zhongmou is given a higher valuation, he does not feel at a loss.

So after just a few days of negotiations, the valuation of 50 million given by the Development Fund of the Wanwan Executive Yuan in history was conceded to 100 million US dollars to Gu Biao.

Originally, in fact, 80 million or 90 million can also be discussed, but Gu Biao cares more about the deterrent effect caused by cutting through the chaos quickly, so he doesn't bother to care about the last thousands, and directly gives 100 million, then from eight to nine figures, it can temporarily impact the senses of the negotiation object, so that the other party's IQ will temporarily decline because of the shock.

Don't think it's strange that a shocking amount of money can sometimes make people who are calm temporarily lose their IQ due to the impact of thoughts.

Towards the end of the negotiations, Gu Biao could see that Zhang Zhongmou was still very satisfied with the price of "he and his team are worth 100 million US dollars".

However, there is another problem that arises, that is, after Zhang Zhong calculated, he felt that he would still be held by Gu Biao with an absolute large share, and he was afraid that his business decisions would still be constrained by Gu Biao in the future.

And Gu Biao is unlikely to introduce other giant shareholders, which is completely different from the pattern that Zhang Zhongmou got in the Bay Academy Development Fund in history.

Historically, when Wanji started, the reason why each company had an equity pattern of 42%, 22%, 21%, and 15% was because Zhang Zhongmou told Mr. Chang that 42% of the usual Xingfa Foundation was authorized to Zhang Zhongmou for 15% of his own, and the merger and decision was made together, and Xingfa Ji didn't care about anything.

In this way, Zhang Zhongmou can get 57% on a daily basis, and he can decide everything at the strategic and tactical levels without holding a board of directors or shareholders' meeting.

At the same time, in case there is a change at the top of Wanwan in the future, and Xingfa Base is controlled by some forces that want to harm the interests of minority shareholders, then Zhang Zhongmou can have 36% of the voting rights as long as he unites with any of the seven Formosa Plastics companies or Philips, which exceeds the red line of 30% -

In countries with sound company laws, the 30% line is also very important, because it means that minority shareholders can ensure that they still have their own advocates on the board of directors through the "centralized voting system", and that they can use these seats to effectively prevent major shareholders from infringing on the interests of minority shareholders.

The specific operation is very complicated, and there is no need to write in front of the officials who don't like to learn the company law. Just remember that the 30% line is important.

(For example, in countries where the company law does not stipulate a "centralized voting system", when a company elects directors, there will be 3 seats for directors, and each seat will have 100 votes when elected, and the alliance of major shareholders has 60 votes, which means that the spokesperson of the major shareholder in the first position has 60 votes, and if the second and third positions are elected, all three directors have become major shareholders.)

With the centralized voting system, small shareholders can multiply the 40 votes in hand by 3 opportunities to exercise centrally, that is, when the first and second people are elected, he does not vote for a single vote, not wasted, anyway, he can't grab it, and all 120 votes are cast when the third director is elected (of course, the extra 20 votes still have to be wasted in front and cannot be overflowed), which can ensure that there is at least one of your directors on the board of directors. ）

……

After clarifying his thoughts in this way, Zhang Zhongmou has two demands that cannot be bypassed:

First of all, he wants to ensure that he and his henchmen can control more than 30% of the interests and prevent the interests of minority shareholders from being damaged.

Secondly, he can't tolerate Gu Biao's direct and simple monopoly of more than 50% of the shares, so as to prevent all kinds of risks of being turned by Gu Biao in the future - of course, this is only for voting rights, if Gu Biao just wants to spend more money, don't care about things, and use other safe methods to hold shares, Zhang Zhongmou has no objection.

Gu Biao's first reaction was to immediately learn from the future generations to make an AB share, and get some shares that only pay dividends and have no voting rights.

However, in the 80s, the laws of various countries did not recognize this kind of thing, which was not protected. What's more, Gu Biao ostensibly wants to become a Xiangjiang company, and Xiangjiang's financial regulations will not have AB shares until later generations-

This is also why many high-tech companies can only be listed on the NASDAQ in the future, but cannot be listed on the Hong Kong stock market.

That's a bit tricky.

And Zhang Zhongmou's own capital, plus the valuation given to him by Gu Biao, it is impossible to account for 30% out of thin air, so Gu Biao and others will lose too much, Gu Biao is not stupid, it is impossible to make too many obvious concessions to make people shake.

Gu thought about it again and again, and creatively proposed a VAM with the valuation of part of the equity as collateral.

"Uncle Zhang, what do you think of this - I have given you and your team a valuation of 100 million US dollars, if you still want more shares, you can ask me to borrow money, and use this 100 million valuation of equity as collateral, so that you can double the leverage at most.

Of course, we have to take the performance indicators data achieved in the first 5 years or more of your business as a bet. If the business indicators are up to standard, or even overfulfilled, you can use the excess part of the dividend as collateral redemption money.

But if the target is not met, I can only execute the mortgage shares, then, you may even be able to exchange the equity for the initial valuation of 100 million. ”