After turning a few pages of the meeting minutes thrown by Tang Wan, Liang Yuan said with a smile: "Aunt Ning, in fact, I don't want to make such trouble, but the West German plenipotentiary in charge of the negotiation said that this agreement must be worthy of the conscience of the West German people and withstand the test of history, so there is no way to show our sincerity from the thickness of the text." ”

"You little bastard just bullshit, this tone and expression is something that the Federal Germans can say?"

"Aunt Ning, I'm paraphrasing, that's what the Germans mean. ”

Liang Yuan shook the thick pile of Wen in his hand proudly, and said: "I don't know if this thing can be worthy of the conscience of the people of the Federal Republic of Germany, but I guarantee that this thing is definitely worthy of the IQ of the people of West Germany." ”

The agreement signed between Yuanjia and the Federal Government of the Federal Republic of Germany is extremely complicated because the Federal Telecommunications Act has begun to brew, so Liang Yuan's insistence on the requirement of capital injection and division of shares based on the net assets of Federal Telekom cannot be too blatant.

When Liang Yuan injected capital, he completely ignored the industry prospects, skilled employees, market share and other soft power of Deutsche Telekom, and instead used crude methods such as buying houses and furniture, and only accounting for the actual physical assets owned by Deutsche Telekom, which was extremely black.

In the face of Liang Yuan's cheating request, the West Germans naturally rose up to resist, but no matter what West Germany mentioned, Liang Yuan replaced the Federal Republic of Germany in the West German language with the GDR and then returned the original words, for example, West Germany emphasized the prospects of the West German telecommunications industry, Liang Yuan replaced the subject with East Germany and returned it as it was, and after a meaningless quarrel for half a month, the Federal Republic of Germany, which was short of time, finally compromised.

After a period of arduous negotiations with slapping the table and glaring at the eyes, Yuanjia and the relevant departments of the Federal Republic of Germany reached a secret agreement. The entire agreement can be simply divided into two parts:

Yuanjia invested US$2.4 billion to acquire a 9% stake in Deutsche Telekom.

In the future, if the Federal Republic of Germany succeeds in merging with the GDR, all telecommunications companies in the GDR will be merged into the Federal Telekom free of charge, regardless of Yuanjia's development of the GDR telecommunications market at that time.

After swallowing the GDR telecommunications market, Deutsche Telekom will be renamed Deutsche Telekom, regardless of the price of the restructured Deutsche Telekom market. Yuanjia has the option to subscribe for an additional 6% stake in Deutsche Telekom for up to $900 million at the time.

In other words, if the two Germany successfully merge with the help of Yuanjia, then Yuanjia will eventually get 15% of Deutsche Telekom's total shares for $3.3 billion.

Of course, in order to give an account to the good German people, the sinister and cunning capitalists played a new trick, and Yuanjia's investment in the Federal Telekom was not in the form of shares, but in the form of debts.

In the announcement to the media, the two sides wrote in a high-sounding voice:

In order to build a better and faster telecommunications network in the Federal Republic of Germany, and to provide the Federal Republic of Germany with the next generation of high-quality mobile and fixed communication services as soon as possible. The restructured Deutsche Telekom issued up to $2.4 billion in directional bonds to the Asian Development Bank, with proceeds to accelerate the renewal of the facilities and equipment of the West Deutsche Telekom backbone network.

There was no problem with the announcement issued after the conclusion of the negotiations, and the rest of the announcement was hardly newsworthy to the financial media in the Federal Republic of Germany, except for the name of the Asian Development Bank.

Of course, there could not have been any problems with the debt investment that was shown to the media, and the problem arose after the signing of the debt investment agreement regarding some supplementary agreements to protect the investment rights and interests of creditors.

Although the prospects of the Federal Telekom industry are optimistic about the business circles, no one dares to guarantee that West German Telecom will be profitable and profitable in the future, and the West German government has already planned to open up the German telecommunications market. In the face of competition, no one dares to define the future precisely.

Hence the Asian Development Bank's investment in West German Telekom. In order to ensure the dual interests of creditors and enterprises, when it is difficult to pay the principal and interest of debts on time when the enterprise encounters difficulties in the operation of the enterprise in the future, it is also an international practice to convert the debt into shares in order to alleviate the operating pressure of the enterprise, so as to save liquidity for the enterprise in distress.

Generally speaking, the conditions for a debt-for-equity swap are activated once they are initiated. Although it means that the company's operation has fallen into a difficult period, and it is difficult to pay the principal and interest of the debt that should be paid, the company's valuation is at a low point, but there is still a considerable distance from Liang Yuan's plan to invest according to the company's net assets.

The tricks tacitly played by Yuanjia and the Federal Republic of Germany are in this extremely inconspicuous debt-to-equity swap supplementary agreement that protects the interests of creditors.

Among the hundreds of rights and obligations stipulated in the supplementary agreement, there is a very common one:

Considering the high risk of investment. Both parties have the right to propose to convert the debts into shares of the enterprise at the appropriate time, and when the conditions for the debt-to-equity swap are initiated, the creditors will convert the debts into shares of the enterprise according to the amount of remaining debts with reference to the assets of the enterprise at that time.

The fatal loophole created by the joint efforts of Yuanjia and the West German government is in this simple agreement that seems ordinary and normal.

The problem is that at this time, West German Telecom is reorganizing, and the reorganized company cannot even determine its employees, and the market share and operating profit that have a great impact on the valuation of the enterprise do not exist in the financial statements at all.

At this time, only net assets will be shown in the financial statements of West German Telecom, and as long as Liang Yuan defines the "appropriate" moment of initiating the debt-to-equity swap as before West German Telecom officially operates according to the contract signed by both parties, then the purpose of injecting capital into West German Telecom according to the net asset curve will be completely achieved.

Liang Yuan wasted a lot of effort to dig out the inconspicuous loophole clause from a large pile of articles, pointed to the clause and explained the ins and outs of the matter to Tang Wan in detail, and then said with a smile: "I went around in a big circle, and finally dealt with the media and the public in the Federal Republic of Germany." ”

Tang Wan took the loophole and looked at it again and again, and said with some disbelief: "It's incredible that the vagueness of a few words has led to the transfer of billions of dollars in assets." ”

"But Xiaoyuan, is this really the end of the matter? What will the media do after the debt-to-equity swap learns the real situation?" Tang Wan asked with some apprehension.

"We have fulfilled the requirements of the Federal Republic of Germany on the large-scale liquidity of state-owned enterprises that must be communicated to the public, and the remaining debt-to-equity swap plan within the appropriate time is completely a business secret, and there is no obligation to notify anyone, and the Federal Republic of Germany's Private Enterprise Protection Act also supports our behavior, and Aunt Ning does not have to worry about the follow-up at all. ”

Strictly speaking, the reorganization of West German Telecom is not yet a complete private enterprise, the change of the share quota within the enterprise must be known to the Federal German Government, but the current Federal German Government has become an internal ghost, the so-called supervision is naturally dissipated, as long as Yuanjia gets a few candidates in key positions, it can be completely unaware.

Especially after Deutsche Telekom was officially listed on the stock market in the future, all traces will be annihilated in a large number of share change transactions.

Listening to Liang Yuan explain the matter to Tang Wan in detail, Qi Lianshan said with emotion: "I am really convinced of Dashao's ability to buy and sell things. ”

"Some time ago, it was shocking that Da Shao sold Fengyuan Trade for $600 million for cash, and the valuation of 15% of Deutsche Telekom's shares at least 8 or 9 billion US dollars after Deutsche Telekom's successful listing is even more frightening...... The ability of capital operation is really nothing ...... comparison. Qi Lianshan was a little stumbling when he mentioned capital operation.

"Lao Qi doesn't need to be polite about any capital operation, you just say that my empty gloves and white wolf's skills are not bad. Liang Yuan laughed and revealed his old bottom very bluntly. (To be continued......)