Opening the file, Lin Feng couldn't help but sigh in admiration. Pen fun and pavilion www.biquge.info

Sun Lin is indeed a very qualified assistant, she completely follows the English prospectus documents, adds Chinese translation to each paragraph, and makes a clear Chinese version in a format.

"Ye Zi, your junior sister recommended it really well, she is well organized and has strong execution, but it has helped me a lot."

Ye Weiyu glanced at him proudly: "That's it, Xiao Lin was very good when she was in school, do you think I recommend people casually?" ”

Lin Feng blew her little nose: "Okay, I'll give you a credit, boss lady." ”

The only difference between "Red Herring" and the official prospectus is that it does not contain transaction details, i.e. there is no price information such as issue price, underwriting discounts, etc. The rest is basically the content of the prospectus.

Concerning the overall situation of Menglong's listing, Lin Feng must personally review each version.

Skipping the previous large number of legal conceptual texts, Lin Feng directly pulled to the core content part.

The first is the elaboration of the business aspect.

"We are China's largest wireless value-added service provider, with 58 million paying subscribers as of June 30, 2003, and have established close partnerships with China's two largest mobile operators, China Mobile and China Unicom, to provide wireless value-added entertainment products to more than 240 million China Mobile mobile phone users."

At present, the company has three main wireless value-added services: SMS SMS service, 2.5G service (including MMS, WAP mobile Internet access, JAVA games, etc.), and DigitalMusic digital music business (including Ring ringtones, CRBT ringtones, etc.).

The company launched the SMS SMS service in August 2001, and has successively provided an interactive platform based on SMS services for hundreds of major TV stations and radio media in China, and is one of the largest media SMS interactive platforms in China. As of June 2003, this business accounted for 31.3% of the company's total revenue.

The company launched 2.5G services in October 2002, of which MMS, WAP mobile Internet access, JAVA games and other businesses have developed rapidly, as of June 2003, business revenue has accounted for 8.6% of the company's total revenue.

The company launched the CRBT ringtone business in March 2003, and together with the earlier launch of the Ring ringtone business, the company's core digital music business, is now the number one digital music service provider in China, as of June 2003, this business revenue accounted for 60.1% of the company's total revenue.

Due to the recognition of the majority of users, the company began to carry out payment business in August 2001, achieved profitability in the same month, and continued to maintain profitable growth. For the year ended December 31, 2002, the Company's revenue and profit for 2002 were RMB128 million and RMB85.9 million, respectively. As of June 30, 2003, due to the launch of the company's CRBT business, the company's revenue and profit in Q1 and Q2 of 2003 were RMB96 million and RMB65.3 million, respectively. It is expected that the annual revenue in 2003 will exceed RMB 240 million, and the profit will exceed RMB 169 million. ”

This series of data clearly introduces the business and basic financial data of Menglong Company, which is still relatively eye-catching.

Lin Feng pondered for a moment, and changed the label of "China's largest wireless value-added service provider" to "China's leading mobile value-added entertainment service provider, and China's largest wireless value-added service company." ”

Such a statement can pave the way for Menglong to transform into a mobile Internet company in the future.

The second part of "Red Herring" is an overview of the industry.

According to the Ministry of Information Industry, China has the largest number of mobile phone subscribers in the world, with 238.7 million mobile phone subscribers as of June 30, 2003, and PyramidResearch predicts that the number of mobile phone subscribers in China is expected to grow at a CAGR of 16.9% from 2003 to 2007 to reach 502.1 million by 2007.

According to PyramidResearch, mobile value-added services are still in the early stages of development in China, with mobile value-added services accounting for only 9.4% of total mobile phone revenue in 2002, with huge development potential. From 2003 to 2007, the CAGR of mobile value-added services and SMS revenue is expected to be 43.3%, and the Company believes that the further development of mobile telephony infrastructure will further stimulate the future development of mobile value-added services. ”

After the introduction of the prospects of the industry, it is to highlight the advantages of Menglong Company.

"The company believes it is well-positioned to capitalize on the growth of China Mobile and the growing demand for innovative value-added mobile services. The company's key strengths include:

Huge and active mobile paying subscriber base.

Attractive and innovative value-added services.

Strong brand awareness and industry influence.

It has a close strategic relationship with mobile communication operators. ”

"The company's business development strategy is to continuously introduce attractive and innovative value-added service products, leverage the company's close cooperation in China's media field, expand the content and user coverage of value-added services, and expand the leading edge in the field of value-added services in China. The goal is to become a major mobile value-added service provider in China. ”

This is the end of the basic introduction to the business, followed by a large amount of financial information and statements.

Lin Feng only took a cursory look at this part, and he believed that after Li Dong and Deloitte Touche Tohmatsu's accounting, there would be no problems with the data.

Next is the company's board of directors, executives and shareholdings.

Board of Directors:

Lin Feng, aged 24, is an executive Director, the Chairman of the Board and the Chief Executive Officer of the Company. Responsible for the strategic planning, positioning and management of the Company. Mr. Lin is one of the principal founders of the Company and has been employed by the Company since 2001. Prior to his current position, Mr. Lin graduated from the Faculty of Law of Northern University with a bachelor's degree in law in 2001.

Wang Hao, aged 27, is an executive Director and the chief technology officer of the Company. He is fully responsible for the development of the company's proprietary technology, including SMS interactive platform system, CRBT CRBT system, WAP, JAVA game and other business technology development. Mr. Wang is one of the main founders of the Company and has been employed by the Company since 2001. Prior to his current position, Mr. Wang graduated from Beijing University of Posts and Telecommunications in 2001 with a bachelor's degree in engineering and a master's degree in communication engineering, majoring in electronic information engineering and communication engineering.

Li Dong, aged 30, is an executive Director and the chief operating officer and chief financial officer of the Company. He is fully responsible for the development of the Company's business scope and product categories, as well as the Company's finance, accounting and investor relations. Mr. Li has been employed by the Company since May 2002. Prior to joining the Company, Mr. Li held management positions at Goldman Sachs Group in the United States, where he participated in commercial banking, corporate credit, mergers and acquisitions, etc., and graduated from Harvard Business School with a master's degree in business administration. He has more than 8 years of experience in investment banking and management.

Xu Xin, aged 34, has been a Non-Executive Director since June 2002, Ms. Xu Xin has been the Managing Director of Baring Private Equity Asia Investments in China since 1998, and has been with PwC since 1992 and joined Peregrine Group in Hong Kong in 1995 to be responsible for investments. Ms. Xu Xin currently serves as a director of a number of Baring Private Equity Asia Investment Firms. He has more than 8 years of experience in the field of commercial banking and venture capital.

……

Lin Feng frowned and thought about it, if Sequoia Capital, Tiger Global Fund, and Boyu Investment came in this round, and invited independent directors like Professor Meng Haoran, the structure of the board of directors would have to change greatly.

Thinking of the case of JD.com in his previous life, Lin Feng felt that although his share ratio was still quite high, he also needed to make some restrictions on voting rights in advance to ensure his absolute right to speak in the company.

Thinking of this, he made a note in the place of the board of directors: "Please Joe do the design, the board of directors should not exceed 9 seats, of which three executive directors remain unchanged, and three non-executive directors are each nominated by investment institutions (recommended as Baring Asia, Sequoia, and Tiger)." The independent directors invited three people (including Professor Meng Haoyin). Design the voting rights, my voting rights are designed according to 1:10 of the shares, that is, each share has 10 voting rights, please be sure to agree with each investor. ”

After the board of directors is adjusted, the shareholding will also change with this round of financing.

Lin Feng made a simple calculation.

If this round of private financing is completed, the shareholding structure of the new company will become:

Lin Feng 34%, Wang Hao 20.4%, Li Dong 11.475%, Baring Private Equity Asia 8.5%, Sequoia Capital 7%, Tiger Global Fund 6%, Employee Option Partnership 6.8%, Ye Weiyu 3.825%.

This ratio is quite normal, after all, it has only gone through two rounds of financing. The management team headed by Lin Feng still firmly controls the absolute controlling stake in the company.

The listing will also dilute another 15%-20% of the shares.

Considering that at that time, whether it is himself, Wang Hao and Li Dong, they will sell some of their shares to cash out.

Lin Feng felt more and more that the matter of voting rights needed to be resolved as soon as possible.

There are hundreds of pages of content, including various business dealings, legal relationships, and financial data between various companies.

There is also a large part of the risk factors, which list a lot of items, which can be summed up, in addition to the conventional risks such as China's economic slowdown, mainly focusing on operator supervision and industry competition.

Lin Feng quickly went through it, and he didn't bother to take a closer look. Pick up your phone and call Li Dong.

"Joe, I looked at the red herring, I won't talk about the professional part, I made some annotations, you can look back. Now what needs to be improved is the board of directors and shareholders, and you sign financing agreements with those three companies as soon as possible. There's one thing that I just thought about, and it's very important. I am requesting the issuance of AB shares, and I have Class B shares with 10 voting rights per share. to ensure control of the company. You need to communicate this with investors, including Kathy, and sign a supplementary agreement. This condition is not negotiable. ”

"......, Lin Dong, I understand, I'll do my best." Li Dong paused, felt Lin Feng's determination, and agreed.

…………

Closing the notebook, Lin Feng let out a long sigh.

looked at Ye Weiyu beside him: "How is it, is it different from the prospectus of the domestic A-share listing?" ”

Ye Weiyu nodded and sighed: "The difference is too big, there are a lot more legal clauses, and the risk factors and statements you just turned over are many times more complicated." I was dizzy to watch. ”

Then he smiled: "Are you done?" Hey, we're out on a trip, don't be busy with work again, okay? Let's go cycling around the lake! ”

Lin Feng laughed: "Okay! Keep them busy, I'll play with my wife! ”

Pulling Ye Weiyu into the room, the two changed into casual clothes, rode the bicycle in the inn, and rode around the lake.