Since AB shares are not protected by law, then play the mortgage capital increase of the valuation part of the equity.

For Gu Biao, this is a natural switch of thought for people in the circle in later generations.

Because, just because "Zhang Zhongmou's valuation is only 100 million", it is absolutely impossible to compress the total scale of the company and turn it into "after the capital injection is completed, it is necessary to ensure that 100 million can account for more than 30% of the equity".

If 100 million US dollars can account for 30%, it means that the total size of the company is only 330 million, even if Zhang Zhongmou adds 10 million personal cash, it is 350 million, which is 50 million less than the 400 million US dollars when the Bay Semiconductor Company started in history.

And more importantly, the proportion of "virtual valuation" in this 3.5 billion is even higher than in history, where the virtual valuation is only 50 million, and now there is 100 million, which means that the real money invested in it is 50 million less.

Cumulatively, it will be 100 million US dollars less than the cash investment of Bay Semiconductor Manufacturing Company in another time and space.

Historically, Zhang Zhongmou only left Texas Instruments at the end of 85 years, and he spent a year in the middle of the investigation, and finally started a business at the beginning of 87 years, but Gu Biao's current layout must be 85 years to start a business. Because lithography machines and other semiconductor processing technologies are partially monopolized by Japanese companies, the cost will only be higher and the technology and equipment will be more expensive as time goes on.

Therefore, after Gu Biao's assessment, he believes that to build a company similar to Bay Semiconductor Manufacturing Co., Ltd., how can he have an initial valuation of 500 million yuan and invest 400 million US dollars in cash.

In this way, Zhang Zhongmou's team valuation of 100 million yuan and cash injection of 10 million US dollars can only account for 22%.

It is still 8 points short of Zhang Zhongmou's desire to "not start work without 30%", 40 million US dollars.

It is impossible for Gu Biao to be so talkative, and directly say to the mud, "In that case, I will raise the valuation of your team from $100 million to $140 million" to solve the problem.

That would damage the seriousness and prestige of Gu Biao, an investor and layoutist, and industrial planning is not a trick.

You can't be too impersonal, but you can't be too talkative, and the scale is very important.

However, after the "valuation of part of the equity VAM mortgage" was issued, a route for both sides seems to be clear.

"In other words, if I take out a team valuation equity worth $50 million as collateral, I can ask Gu Sheng to borrow another $50 million in cash to invest in the company? If the future business indicators and market share are all achieved, I may gradually pay off and eventually get 32% of the equity? If it is decent, then it will fall back to 22%? In case of extreme failure, the minimum may fall to only 12%?"

After Zhang Zhongmou took a look, he confirmed.

Gu Biao: "That's pretty much what it means. ”

Zhang Zhongmou: "Then how should this operational target be determined? This company will definitely not be able to make a profit within five years." If I look at other secondary indicators that are not authoritative enough, I am afraid that the company will fall into the problem of data farming."

can say this, it can be seen that Zhang Zhongmou is in the United States, and he also knows a lot about the shortcomings of Silicon Valley.

Americans, who are in high positions in the circle, knew decades ago that "if a company does not look at profits, but only looks at the number of users, how can it cheat and deceive investors".

ALTHOUGH THEY DON'T NECESSARILY KNOW ABOUT BEEP, UBER, AND SHARED XX.

In this regard, Gu Biao's statement was: "I can not look at your profit for 5 years, and look at it again in the 6~10 years." In the first 5 years, I didn't look at other indicators that were easy to cheat, I didn't look at anything - anyway, in the first 5 years of the company's establishment, no one could transfer equity to the outside world, so what is the point of percentage, the articles of association and the initiation agreement will be completely written. ”

This kind of atmosphere finally moved Zhang Zhongmou.

The long-term degree of Gu Ao's long-term investment has been as long as the main QUAN fund in many countries, and its courage is not comparable to ordinary people.

Ordinary investors dare to say that no matter how you toss within 5 years, no indicators will look at you.

Zhang Zhongmou: "Okay, then write this article 'allow the initial valuation of 50 million US dollars, accounting for 10% of the company's founding team equity, as collateral for internal borrowing', into the negotiation memorandum." ”

After crossing this hurdle, Zhang Zhongmou's cooperation intention with Gu Biao has been at least five or six percent, and the problem of "the founding team has more than 30% of the voting rights" has also been solved.

The rest is "how to ensure that the voting rights of the part directly controlled by Gu Biao do not exceed 50%", if this difficulty is also solved, it is estimated that the success rate of cooperation can rise to more than eighty percent.

After all, the historical Wanwan Xingfa Foundation is so strong, and no one robs them, they can't get 51% from Zhang Zhongmou, and now Gu Biao naturally can't get it, Zhang Zhongmou is the kind of person who would rather not do it and not create this industry if others take 51%. With his nearly 30 years of experience at Texas Instruments and nearly 10 years of executive vice president, he also has this capital call.

Fortunately, this problem is actually a little easier to solve than the previous one, and after Gu Biao recognized the situation, he naturally gave a lot of very sincere methods.

The first one is to split the proxy.

For example, Gu Biao proposed to let wealthy businessmen such as Han Ting and Guo Taiming in the same circle also join as minority shareholders, and at the same time, the future company should expand the size of the board of directors to ensure that Han Ting and Guo Taiming also have at least one seat on the board.

According to the relevant laws, the board of directors of a limited company in many countries is 3~13 people.

If there are only 3 people, then those small shareholders with less than 30% of the equity will definitely have no spokesperson, and the greater the total number of directors on the board of directors, the lower the threshold for centralized voting.

Gu promised that in the future, the board of directors will be set up according to the maximum number of 13 people, and this article will be written into the sponsorship agreement and bylaws.

In this way, even small shareholders with only 7%~8% of the shares, as long as they use centralized voting, they can ensure that one of the 13 directors has one of your spokespeople.

However, with Han Ting's current financial resources, it is estimated that it will only be tens of millions of dollars if it can really be invested, and if it is more, it will be necessary to mortgage the factories and equipment of Hanle Electronics. (Hanle Electronics is not a listed company, so it cannot directly and easily mortgage equity, only fixed assets and technology)

As for Guo Taiming, it's even weaker.

Zhang Zhongmou estimates that the combined capital of Han Ting and Guo Taiming will account for 2 people in the future 13 seats on the board of directors at most.

Among them, Han Ting's strength is a little more than 1 person, Guo Taiming's strength can't even occupy 1 complete person, and he has to count on the few tickets overflowing from Han Ting's side to give him evenly, so that he can barely have 1 seat.

Zhang Zhongmou can't even guarantee whether Han Ting will stand on Gu Biao's side - I heard that strong woman originally had a teacher-student relationship with Gu Biao, and no matter how you look at it, there is the possibility of complicity.

"Are there any other measures to ensure mutual trust between the two sides?" Zhang Zhongmou asked dissatisfied.

Gu Biao had no choice but to redesign.

After the final consultations between the two sides, two more articles were added:

First of all, the part that Gu Biao wants to inject capital is not directly injected in person, he can personally inject a large part of it, and the total amount should not exceed 50% of the company's total share capital.

For the rest of the part, Gu Biao found a shell that he hadn't used much for several years, and his cousin, who was studying for a doctorate in law at Columbia University, Lu Guangfu's "Lu's Electronics", injected capital into the future "Xiangjidian".

The shell of "Lu's Electronics", Gu Biao used it when he first invested in Guo Taiming, and it was also specially designed to bypass Taiwan's asset management system. However, this time, Zhang Zhongmou demanded a comprehensive restructuring of "Lu's Electronics" and turned the shareholding structure of Lu's Electronics into more than 50% control of Zhang Zhongmou's family.

In this way, it is possible to prevent Gu Biao's family from becoming dominant in the future through second-level indirect shareholding.

However, Zhang Zhongmou also has to take out a part of the equal value of Xiangji's direct shareholding to replace, at least at the capital level, Gu Biao cannot suffer a loss, but only suffer a loss in terms of operating voting rights.

It's easy to understand this, for example, if you have 51% of the voting rights in one company and this company has 51% of the voting rights in another company, then you can control the second company, when in reality your property is only 26% of the final company.

IT'S A BIT LIKE "AN AMERICAN CAN BECOME PRESIDENT OF THE UNITED STATES AS LONG AS HE CAN GET 51% OF THE VOTES OF THE UNITED STATES IN THE STATE THAT ACCOUNTS FOR 51% OF THE VOTES OF THE UNITED STATES", THAT IS, AS LONG AS THE CONFIGURATION IS OPTIMIZED TO THE CUTTING EDGE, 26% OF AMERICANS SUPPORT YOU CAN SEND YOU TO THE PRESIDENCY.

Gu Biao didn't care very much about the control of a puppet that was originally a backdoor, and he didn't want to interfere with Zhang Zhongmou's operation, so after some accounting, this article was passed.

Having a company that has been signed for several years and ostensibly belongs to Wanwan Capital to hold on behalf of Gu can also further dilute Gu's public image in Xiangji and reduce the risk of being controlled by Americans in the future.

Gu Biao's only request was to take advantage of the situation to bring his cousin to be the legal and supervisor of the group to prevent Zhang Zhongmou from messing up. Zhang Zhongmou also agreed to this.

Gu Biao hasn't had much contact with his cousin who is studying for a doctorate for two or three years, and he only knows that he graduated from Columbia University the year before last, but American lawyers are not able to get a practice license and open a law firm by themselves after graduating from a law doctorate, and they also have the number of years of internship and certification, which is the same as in China. Therefore, it is estimated that Lu Guangfu has just completed the internship period and is qualified to be a partner and open a firm with others.

Being able to study finance at Columbia University as an undergraduate, study a Ph.D. in law, such a confidant should be able to "supervise the army", and Wanwan's background can also reduce the resistance of other Chinese-American executives.

After all this was done, Gu Xiao finally agreed to introduce an absolutely neutral real foreign company to take shares, play the role of a more transcendent arbiter, and prevent those Chinese from forming gangs and committing fraud - Zhang Zhongmou's request is roughly equivalent to introducing a major shareholder similar to Philips in history, after all, in another time and space, Philips also accounts for 22% of the shares of Bay Semiconductor Company.

This is good for internationalization and transparency of oversight.

However, Gu Biao had no friendship with Philips, and it was impossible for him to invite Philips, so in the end, he weighed it again and again and expressed his willingness to let his old friend Sony invest 10% as a relatively external arbitrator and supervisor.

In the 80s, many technologies and process equipment of the semiconductor process were in the hands of Yue himself, and in the field of electronics and computers, the Americans were only strong in software, and the hardware was not as good as Yu himself in addition to the CPU design.

Gu Biao pulled Sony in, and it is better than pulling Philips to help break through the technological blockade and reduce the risk of control in the future, but it is not that Gu Biao supports Japanese products.

And doing business is all about the inertia of cooperation, in the first few months of CD technology cooperation, a large number of Sony, Philips and Polygram three giants who hold the standard definition layer patents, Gu Biao also chose to cooperate with Sony, which was also on the opposite side of Philips' competition at that time.

Therefore, now in the direction of semiconductors, we can only give priority to the consistent partners in other business fields, and it is impossible to find consistent competitors.

After some design operations on the surface, TS shows that Gu Biao's final shareholding in Xiangji in the future will be reduced to 48%, which is already below the red line of 50%. The remaining four are either puppets or the main body of the supervisor, and the vacuum between Gu Biao and Zhang Zhongmou will be carved up.