Chapter 14: Think you're a shadow D, but you're just a spectator
Of course, investment negotiations cannot be achieved overnight, especially if the struggle may involve the interests of 1.8 million, even if Liu Yan loses his heart no matter how sharp he is, he will have to fight.
No, a fight has passed Christmas, and it has been New Year's Day.
On the last day of 2006, Liu Yan finally signed an entrusted investment agreement with Feng Jianxiong.
Feng Jianxiong advanced capital by 10 million yuan, and bought 45% of the equity at one time, to the original video technology company of Liu Yan and Xi Ming and others - if the original company is valued at 15 million, Feng Jianxiong's investment of 10 million can only account for 40% of the shares (the original company's 15 million valuation accounts for 60%).
Therefore, the 5 points that Feng Jianxiong took are obviously his "intermediary commission".
According to Liu Yan's estimate, after Feng Jianxiong gets his hands, he will find a way to package and make up stories, and then immediately find a next home to continue selling at a higher price. In the end, Feng Jianxiong's actual benefits will definitely exceed 5% of the company's valuation.
But in fact, of course Feng Jianxiong will not change hands - according to the agreement, if Feng Jianxiong can't find his next home, then he will be reluctantly trapped.
"Hmph, I have been busy for less than two months, and in a company with a total valuation of 25 million, I have earned at least 5% as a broker commission, which is more than 1 million. This Feng Jianxiong's mouth is really valuable. When he signed the investment agreement, Liu Yan thought so in his heart.
In his opinion, it is already very profitable to use one or two million for nothing, and Feng Jianxiong should be completely content.
Therefore, if he really knows how much Feng Jianxiong actually made by eloquence and intimidation in the future, I am afraid that he will be as angry as Zhou Yu directly.
The signing reception was very simple, it was held in Feng's mansion, and all of Feng Jianxiong's colleagues were in attendance. However, the food and drinks were ordered from a five-star hotel.
After signing, Feng Jianxiong took the champagne to toast, and then completely spread out some of his follow-up ideas and said:
"Mr. Liu, happy cooperation. In order for me to sell my equity at a high price, I need you to tell me a story to make the new company look more competitive. ”
Liu Yan retorted with some nervous allergies: "You said that you only account for 45% of the shares, and 30% of them are Class A shares, and no voting rights, as long as 15% is voting rights! I hope you will abide by the agreement and not interfere in the company's operation! This is a prerequisite for us to accept your large proportion of shares!"
It turns out that when a normal Internet company raises funds in the A/B round, no matter how hard it is, it is unlikely that early investors will directly account for 45% of the shares. Most of them account for 10 to 20 percent.
The reason for this is that entrepreneurs don't want the company's valuation to be very low, so they will give away the majority of their interests and work hard to marry others.
On the other hand, it is also because most entrepreneurs have good ideas. The reason why people come out to start a business is to realize their own ideas, and if they are supervised by shareholders in their business decisions like a part-time job, it will be boring.
Although Liu Yan had no choice but to run out of ammunition this time, he only made limited concessions when he finally signed the contract, and made great strides in the allowable capital injection and shareholding ratio to allow Feng Jianxiong to hold 45% of the shares.
But behind this concession is that Feng Jianxiong must promise not to have such a high percentage of decision-making votes.
In other words, you can hold shares and dividends, but you can't interfere with the company's operations. What the company wants to do and how to do it, Liu Yan still has the final say.
(Note: Listed companies in the domestic and Hong Kong stock markets have stricter restrictions on "weighted voting rights" and are not very acceptable.) But for non-listed companies and NASDAQ-listed companies, there is not so much attention. )
Since Liu Yan was so stubborn and insistent when signing the contract, Feng Jianxiong naturally expected the allergic reaction at this moment.
Feng Jianxiong was not nervous at all, and used a demonic seductive tone to enlighten the other party step by step: "Mr. Liu, don't be impatient, don't be allergic - when did I say that I would interfere with your management of the company? Didn't I say that I need you to cooperate with me to tell the story?"
In other words, I need you to pretend 'what the company is going to run in the future and how it will run in the future', and then show it to the investors that I am going to pull." You have to believe me, we professional people do professional things, and I know better than you what stories investors like to hear - I am the champion of the East China Debate Tournament and the mouthpiece of Ahri Ma, and of course I know better in the hearts of investors!
Doing so is also good for the company's long-term valuation! We will benefit both sides if we work together! As for how you actually want to operate after the investment is brought in, I will definitely not interfere!"
When Liu Yan heard that it was just acting, his guard finally let go completely. He pondered for a moment and asked, "Then tell me, how are you going to declare our business model and business direction to the outside world......
Feng Jianxiong finally breathed a sigh of relief.
Then, naturally, he thoroughly instilled the topic that he had been preparing for many days.
"First of all, your original signboard has not been made, and there is no user reputation, and it stinks. Let's start anew - the website opened by the new company will be renamed Nicole Nicole or English NICONICO barrage video network. I will help you register the relevant trademark and brand rights.
Second, we want to lie to investors, saying that we are ready to fight the kind of differentiated competition that avoids Youku and Tudou Gang. The main ones are those who are mainly workers, and the real big stations dare not get the edge materials. And then there are such measures to increase the stickiness of the user's circle of friends......"
"Don't worry, I didn't let you really do it, you just need to cooperate with me to act, and when I find someone to inspect in the future, you can make a web page out, and then send two engineers to report PPT to me......"
Liu Yan was fooled by Feng Jianxiong and chatted about PPT for a whole afternoon, and his mind was full of "how to cooperate with Feng Jianxiong to play a double reed to deceive investors".
It's a pity that looking at it, he actually felt: "Although the content in Feng Jianxiong's PPT is unheard of, it seems to be reasonable...... What if I did go according to his plan? Maybe it's a way out......"
Who made classmate Feng's eloquence lethal so terrifying, even if it was put in a pyramid scheme cave, it would be an existence that killed seven in and seven out.
Fooling a few new entrepreneurs who are not deep in the Tao is a matter of minutes.
The more Liu Yan thought about it, the more curious he became, so he asked directly: "That...... Xiao Feng, can you say...... I mean, if I want to adopt your business plan, what are the specific precautions, and explain it in more detail? I will figure it out more so that I can join the drama and cooperate with you when the time comes......
"Of course, it's all about acting. Feng Jianxiong knew that there was a door as soon as he heard it, and the corners of his mouth flashed with a 'you know' smile, and he explained in depth harmlessly:
"Then I'll give you a little more details.
First of all, you also know that at present, Youku's video sites have not done patch advertising this year, and they are 100% losing money to burn users. However, I have intelligence that from next year, because Youku and Tudou have almost washed the market, they can't survive such a long-term 100% net loss - the investors behind them can't stand it, and they also want to see the possibility of a profitable business model.
So, when the time comes, Youku and Tudou will definitely start putting ads in front of the video, maybe 15 seconds, 30 seconds - at the latest, I guess from January 2008, this kind of ad will definitely appear.
According to China's criminal law, the dissemination of pirated goods for profit is a very minor circumstance. In addition to the content on the Internet, the website will generally post a statement, and the content producer will also post the common "this content is for academic communication XXXX" This kind of panacea disclaimer cliché. Once it is tracked down, the website can use 'negligent management' to shirk responsibility, and then remove the specific resources from the shelves if they are reported.
In this case, even if the website makes money by placing ads in front of the video, it is just 'negligent management and profiting from piracy', which is not a big deal.
However, what we do is the content of the marginal ball, including the work of the mouth, so when our website receives advertisements, the legal risk will be relatively large - that will involve the crime of 'disseminating obscene materials for profit', which is much more serious than the distribution of pirated materials for profit. Moreover, the state's accountability for websites that disseminate obscene and pornographic materials is much stricter than that for piracy. When it comes to these items, even if the website uses 'the resource is uploaded by a third party, not us, we just neglect management' to shirk responsibility, it will be easy to be caught - the 3DH forum case of workmanship butter, you should have heard of it, right?
Therefore, one of my suggestions to you is that in the future, we must not put paid patch ads in front of the video. Because then there is a legal risk that 'we reprocess obscene materials and attach a profit-making content', which will be detected. AT MOST, WE DO A PUBLIC SERVICE AD THAT DOESN'T CHARGE MONEY, AND WE USE AN ALGORITHM TO MATCH USER PREFERENCES, NOT EVEN GOOGLE'S ADSENSE ARCHITECTURE AND SIMILAR ......
You see, I also wrote in the investment agreement that 'the non-voting shareholders of the company have the right to withdraw their voting rights and reshuffle the management in the event of a discovery of the company's management group operating in obscene and obscene materials for profit' - don't be afraid, you won't operate like this, isn't this to act more like a drama and deceive investors, don't be nervous......"
(Note: From the perspective of the Copyright Law, 'use of XXXX for academic exchanges' is a kind of "fair use" stipulated in the Law, that is, it can be legally not paid.) Most of the pirated resources on the Internet are covered up under this guise, and the legal rationale behind them is derived from this. )
Why can the videos of Youku and iQiyi be advertised in the future, but not on station B?
Is it really the hypocrite management of station B that has a conscience?
It's not because the people at Station B know that there are a lot of illegal publications and obscene materials in their business, so they don't dare to use the same profit scale to operate.
Feng Jianxiong followed the temptation and lifted Liu Yan's last trace of vigilance.
"I said why is there such a strange clause in the investment agreement just now, and I thought he wanted to leave an opening to seize power in the future, but it turned out that he was trying to better act and join forces to deceive follow-up investors......"