Waiting for the branch staff to leave, Li Dong reported the listing plan to the two main founders, Lin Feng and Wang Hao. Pen & Fun & Pavilion www.biquge.info

"After comprehensive consideration, we have chosen to list on the NASDAQ stock market in the United States, which is a fully electronic securities trading market. The world's second largest securities market. Securities trading is active, and most of the companies facing are large and medium-sized companies with high growth potential, especially for technology stocks, and there is a very core point, Nasdaq has no time limit on follow-up financing, and can carry out secondary financing in a maximum of 6 months. ”

"The NASDAQ is also very friendly to the Chinese market, and as you know, the three major domestic portals are also listed here."

"Because Lin Dong has long asked for this, Menglong Company's financial aspects have always been done in strict accordance with the financial standards of listing, and the financial and accounting audits are in line with the listing standards. Therefore, if we start the listing plan now, there is no problem in this aspect at all, and it can save a lot of time. ”

"I'll tell you a little bit about the whole process." Li Dong talked eloquently, looking slightly excited.

For him, it can be regarded as raising soldiers for a thousand days.

From the first day Li Dong entered the company, Lin Feng told him to make preliminary preparations for listing, and now after more than one year, he can finally start this plan.

"First of all, it is very important for us to determine the subject of the listing, that is, a reasonable offshore company structure."

Lin Feng nodded in approval.

The so-called offshore company is the VIE model, in which Lin Feng and other original shareholders and foreign investors re-register an SPV (special purpose vehicle) company in Cayman as a listed entity, and then the Cayman SPV controls a BVI (British Virgin Islands) SPV, and then the BVISPV establishes a WFOE (WhollyForeignOwned Enterprise) in China; Foreign-invested enterprise/wholly foreign-owned enterprise), the WFOE and the domestic operating entity, that is, Menglong Technology Co., Ltd., enter into an arrangement of agreement (advisory agreement, equity pledge, voting rights agreement, etc.), so as to achieve the purpose of transferring the vast majority of the profits of the operating entity to the WROE.

Basically, domestic companies listed outside SH will operate in this way to meet the qualification standards of overseas listed companies.

Li Dong continued, "Secondly, we need to set up a professional listing team, including lead underwriters (investment banks), accounting firms, law firms, and financial public relations teams and other advisory teams. In this regard, Mr. Lin and I have discussed before that choosing a top investment bank or firm that is internationally renowned will be more conducive to our listing process. ”

"The listing team will sort out and conduct due diligence on the company's finance, audit, legal, board team, company's capital structure, equity incentives, business plan and other aspects, and is responsible for preparing the listing registration report (including financial reports, business analysis, risk factors, etc.)."

"By the way, during this period, we also need to conduct a round of private equity financing (PreIPO), which is also very important, and choose investors with overseas market appeal to carry out strategic financing, which is conducive to our pricing and stock sales at the time of listing."

"After everything is ready, you can submit the first application materials to the US Securities and Exchange Commission (SEC), which is the registration prospectus, which is mainly composed of two parts: the prospectus and the registration prospectus, which is used to declare the informal prospectus, printed in red ink, which is commonly known as the "preliminaryprospectus" (preliminary prospectus). The core content is the S---1 form (including the audited financial statements for the past three years, and the relevant risk factors of the securities, etc.). During this period, the company is not allowed to open its IPO plan to the public and accept media interviews, otherwise the board of directors, securities firms and lawyers will be severely punished, so it is also called the red herring stage, or the listing silence period (quietperiodorwaitingperiod). ”

"After that, we need to wait for the SEC's response, and generally within 4-6 weeks, the SEC will give feedback and ask for further explanations and amendments."

Li Dong said this, and smiled bitterly: "The process of revising the prospectus, which we generally call "SECreviewperiod", is the most painful, and the feedback from the SEC usually raises a lot of questions, such as the company's current situation, business, products and services; All information about the new product has been disclosed, including the level of satisfaction with development, production, marketing and placement; whether the background and experience of the management personnel are false or not fully disclosed; Whether all related party transactions are fully disclosed, and whether an explanation of the disclosure in the financial statements is required and the inclusion of risk factor ......, etc. ”

"After revising the prospectus based on this feedback, the SEC will review it again, and if you are lucky, you will make two or three round-trips, and if you are unlucky, you will make more round-trips. Revisions are made until the SEC determines that the disclosure is in order. ”

"At this point, we can prepare for the roadshow."

Lin Feng nodded, these were all professionals to operate before, and Li Donglai was in charge. But when it comes to the roadshow, it is up to him, the chairman, founder, and CEO, to go out in person. ”

Li Dong continued: "Roadshow, we call it Road? Show is an important means of promotion for investors and securities issuers to promote the successful issuance of stocks under the condition of full communication. If the previous stage is called 'Wenshan', the following is 'Huihai', we need to do global roadshows in major capital markets, including Hong Kong, Singapore, Europe, the United States and other places, one-on-one meetings with funds and potential investors, introduce companies and businesses, and answer questions, which is also a very hard process. ”

"Until we reach the subscription amount we need, the price is finalized and the listing is listed."

Li Dong finally completed his tirade, Lin Feng was okay, he had the experience of listing in his company before, and he roughly understood the process, Wang Hao was completely stunned.

"It's so troublesome...... my God, I'm tired just listening to it!" Wang Hao sighed.

Lin Feng laughed: "Lao Wang, when the company is listed, after you are worth hundreds of millions, you won't feel troublesome, haha!" ”

Menglong Technology's financial data and profitability are very good, I believe that if it is listed, the company's valuation will not be too low, Wang Hao owns 27% of the company's shares, even if another round of financing is carried out, it is enough to make him worth more than 100 million, or US dollars.

Wang Hao couldn't help laughing when he heard him say this. My heart was full of gratitude to Lin Feng.

recalled that Lin Feng was in the café outside the Beijing Post Gate at that time, and said to him: "The dream still has to be there, what if it comes true?" "I didn't expect that so soon, in just two years, the company they founded together was about to enter the listing stage.

"Lin Feng, thank you! Starting a business with you is the wisest decision I've ever made in my life! ”

Li Dong said with a smile next to him: "For me, it is also the wisest decision!" ”

Lin Feng waved his hand and smiled: "You two guys, don't be sour...... to be honest, for the listing of Menglong, I feel that it is only the first step in our career map, and we have just hit the road!" ”

"The SP industry is very hot at present, but we must not forget that this is an industry that is completely dependent on operators, and no one knows how the operators' policies on the SP industry will change in the future. Why should you enter the online gaming industry? Brothers! The Internet is our real journey, the sea of stars! ”

"I'm here to say behind closed doors with you, the three of us want to make a clear point of view, Menglong's listing is just an explanation for ourselves, to the veteran employees who started a business with us, to the nearly 1,000 employees and the families behind them. At the same time, take this opportunity to raise a large amount of American money. so that we can provide food, grass, and ammunition for our future undertakings. We must not be complacent and stagnate. ”

"I hope that the two of you can join hands with me to create an unprecedented great company in this brilliant era, comrades-in-arms!"

Lin Feng's words calmed down Li Dong and Wang Hao's excited mood in order to start the listing plan, but for some reason, there was infinite pride and ambition in their hearts!

"Lin Dong, I am willing to be your partner and comrade-in-arms, and create a great cause that belongs to us together!"

"Lin Dong, I'm willing too!"

The two couldn't help but stand up and cut the iron road.

Lin Feng smiled, "Okay, that's good, sit down, Joe, let's continue to talk about the following, how to get the employee's equity incentive plan." ”