Chapter 509: Strategic Layout
Andy actually understands that Jack Ma used a three-step strategy to anger Yahoo Yang Zhiyuan and SoftBank Son Masayoshi, separating third-party payments, making them fly alone, and completing the conversion of foreign holdings to domestic capital, which is also Jackma's helplessness.
The security of payment data is something that no country will give up easily, and it is a security issue rather than a national issue.
All big companies want to be open to the world, but the future era is a competition for data. And Ali of Jackma has the country's economic data. This is undoubtedly unacceptable for any country to be controlled by foreign capital. In the United States, the same problem will still be encountered, or more troublesome.
Understanding is understanding, but Jack Ma, a very respected entrepreneur in the Rabbit Country, and Ali is also one of the largest Internet companies in the Rabbit Country. The price of this mistake is not only the personal international reputation accumulated over the years, but also the potential long-term development opportunities of Alibaba.
At the same time, the solo (separation from Yahoo SoftBank's two major shareholders) incident has sparked a discussion about the spirit of the entrepreneur's contract and integrity.
However, what Andy didn't expect was that Li Xiaoying's video connection, the main problem to be consulted is that Jack Ma just raised the issue of payment license at the board of directors, and through the information fed back by many parties, foreign capital may not be able to get the license in the first batch, so the first step strategy for the separation of third-party payment is proposed.
The transfer of 70% of the shares paid by a third party to a domestic company in Jackma's name at a low price, and a condition that made SoftBank and Yahoo fall into the hands of Jackma, which was very confusing and deceitful, was Jackma's so-called agreement control.
The so-called agreement control model originated from the NASDAQ listing of Jiulang.com 12 years ago, and has since been widely used in the overseas red-chip listing of enterprises in the Internet, publishing and other industries where foreign investment is prohibited.
It is to set up a wholly foreign-owned enterprise in the name of the overseas company controlled by the company, and control all the business activities of the domestic enterprise through contracts such as exclusive management consulting or technical service agreements, so as to obtain the main income and profits of the domestic enterprise.
Through the above series of arrangements, although on the surface, the domestic enterprise is still an independent domestic enterprise, in fact, all the operations of the enterprise and its corresponding assets, income and profits belong to the overseas company and are actually controlled by the overseas company.
In this case, the statements of both parties should be combined. Consolidated financial statements are the accounting prerequisite for the overseas listing of domestic interests.
Yahoo and SoftBank also implemented this financial report at the beginning of the agreement, but Jackma continued to transfer the remaining 30% of the equity in August 2010, and the third step was to terminate the agreement control with Alibaba Group in the first quarter of 11, and Jackma terminated the agreement control without the approval of the board of directors, and completed the personal holding of third-party payments.
Then, after passing the central bank's investigation, obtaining the license, he turned around and proposed to negotiate a compensation agreement between Yahoo and SoftBank, but SoftBank's Son Masayoshi directly refused, and Jackma and Yahoo's compensation negotiations also fell into a quagmire.
No matter what the reason, no matter how powerful the background situation is, it cannot escape the conflict of interests and the integrity of the spirit of the contract.
Since all enterprises in the world are doing business under the framework of a contract spirit, then everyone must abide by and maintain this framework, which is the responsibility and the protection of their own interests.
A more complicated context, however, is Jackma's belief in absolute control of Ali and the efforts made in the last two years to buy back a controlling stake. In a group with less than 10% of the company's shares, Jack Marco has maintained a situation of weak board and strong management.
When an evil result has been planted, it is hypocritical to have 10,000 good reasons not to whitewash it.
Of course, at the same time, we must admit that modern payment is a new financial reshuffle across the bank and credit card payment, at this point the rabbit country is much more advanced than Europe and the United States, there is no way to learn from, this is the rabbit country leading the world as a pioneer must go.
Andy couldn't be sure if Jackma had to do it out of necessity or after a lot of deliberation, and it wasn't his business, but now that it had fallen on him, things weren't so rosy.
In fact, the simple conflict of interests is still easy to solve, and the compensation agreement should be very lucrative, otherwise Yahoo would not agree to negotiate later, and the reason why Softbank's Son Masayoshi refused may be that there is a conceptual difference with Jack Ma, or maybe this Korean footbasin man has some more obscure and elusive ideas in his heart.
Andy knows that if Ali Group can really bring him huge benefits, then the issue of third-party payment cannot be stuck in Jackma's neck, which is something that foreign investors like them cannot decide, and no country will allow this tool involving national financial security to be controlled by foreign capital.
After a long period of contemplation, the whole room fell into an eerie silence, whether it was Li Xiaoying on the other end of the video and Ivana who had put down her work and looked at him curiously.
"We are not the largest shareholder, we don't need to be in a hurry to make a statement, after all, now is not the time to really decide, our interests can not be damaged, but also to take into account the reality, the issue of payment licenses, in any country will not be a small problem, Ali's equity proportion, it is difficult to get the trust of the state, this is the reality. Andy finally looked up and broke the silence.
Li Xiaoying agrees with this conclusion very much, and also sincerely admires the young boss's understanding and rationality of the rabbit culture.
"Maybe I need to meet with Jack Ma once, but unfortunately I don't allow it now, and if Jack Ma comes to the United States, I'd love to meet him. ”
Li Xiaoying nodded and said, "I will bring the words to Jack Ma after I see him next time." Also, boss, I have already contacted Zhou Hongwei of Qihoo 361, I will fly to the capital tomorrow, and I think Zhou, who is bent on expansion, will not refuse our investment. ”
"Very good, Emily, I am very satisfied that you were able to enter the state so quickly and open a breakthrough in the Internet market investment in the rabbit country, and I hope you can achieve the list I gave you. Andy complimented with a satisfied smile on his face.
"According to our understanding,Youku is brewing a $25 million third round of financing;Dangdang.com,Tudou.com,I have sent people to investigate and understand,As for the boss you let me pay attention to the game company,At present, I think there are only two with the most potential for development,One Changyou,One Shengda。。。 ”
Andy listened patiently to Li Xiaoying's report, and his brain quickly thought about it, although he knew the names and main business of these companies very well, but in his previous life, he was just a technical nerd, and his focus was not on the company itself, but more on their business and products.
"Youku's $25 million financing,Eat it all,Acquire its shares as much as possible,And Tudou.com,The Netizen base of the rabbit country is very large,And the development speed of video sites is very rapid,Under special national conditions,It has almost been decided that they will not have a strong external enemy,Basically will be in an internal fighting situation,As one of the world's earliest online video sites, Tudou.com and the development of a strong Youku are undoubtedly among the leaders,Seize these two horns,Let them have enough ammunition to destroy their opponents,When only these two are left,No matter who wins or loses,I will be the beneficiary。 ”
"I understand the boss, but I hold shares in two companies with the same business at the same time, boss, are you sure you want to give up the voting rights on the board of directors?" Li Xiaoying is still very opposed to this point, after all, it is undoubtedly unwise to give up the right to vote, which can protect interests.
"Sure, but you have to indicate in the agreement that no matter which one acquires the other party, our voting rights will be restored as soon as possible. Andy just didn't want to arouse the suspicion of the two companies' investment banks, so he decided to give up his voting rights, impartially, only for profit, maybe this can also make the founder team more assured.
"So, what about the last one left, the penguin?" Andy had a bad premonition, because when Li Xiaoying left, Ali and the penguins were what he had specially told him to pay attention to, no matter how many shares they had, they could be bought, but from the beginning of the video to the present, Li Xiaoying has never mentioned penguins.
"I'm sorry, boss, I'm afraid I'm going to disappoint you, since Penguin was listed in HK in 04, the stock price has maintained a steady growth, and now Penguin's internal equity structure is very stable, I'm afraid we can't get the shares, unless we are willing to spend a lot of money... ”
Sure enough, Andy couldn't help but smile bitterly and said, "Tell me about the shareholding structure of penguins." ”
"In 2002, entrepreneurs accounted for 46.3 per cent, South African MIH accounted for 46.5 per cent and IDG accounted for 7.2 per cent. By 2003, the founding team and MIH each accounted for 50 percent, and after the listing, 420 million public shares were issued, and the IPO diluted the original shareholder ratio by increasing the share capital. The 12 natural persons and the South African MIH each reduced their shareholding in Penguin from 50% to 37.5%. On August 31 of the same year, South African Bank announced that it held 185 million Penguin shares, representing 10.43% of the issued shares. The rest are outstanding shares!"
"This South African MIH... ”
Li Xiaoying quickly solved Andy's doubts, "This is a group controlled by NL company - Standard Bank of South Africa, whose main business is media, television stations, and the Internet, and has begun to lay out the Asian market very early, and is a listed company on the NASDAQ in the United States, with a current market value of $4 billion. ”
Andy nodded, looked at the pretty face in the monitor with burning eyes and asked, "What do you suggest?"
After Li Xiaoying pondered for more than ten seconds, she said: " Boss, if the subprime mortgage crisis in the United States really sweeps the world, I think South Africa's Standard Bank will also suffer, maybe we can use this opportunity to contact them to see if we can buy some shares, if not, under the crisis, the global stock market will be hit by a huge blow, we can also use low prices in the market to absorb a large number of chips, this kind of circulating shares may be more suitable for us, two-pronged, NASDAQ-listed MIH and HK-listed Penguin shares, both low-price absorption. Above five percent, we can announce it to the public, and I think then both companies will have to take us into the board. “