On July 30, 2004, Fengxing Online, a leading Internet company in China, announced the establishment of the Fengxing American Research Institute in Silicon Valley to attract top scientific research talents and promote the company's forward-looking research in instant messaging, voice dialogue, big data, cloud computing and mobile applications. Pen @ fun @ pavilion wWw. ｂｉｑUｇE。 ｉｎｆｏ

The Popularness Research Institute will be located in Mountain View, next to Google's headquarters. Not far away is Microsoft's MSN division.

Lin Feng, founder, CEO and chairman of the board of directors of Fengxing Online, said in an interview with the media in Mountain View: "Silicon Valley is a gathering place for the world's best high-tech talents, as well as a global innovation center, and Fengxing hopes to strengthen the company's reserves in R&D talents and future-oriented new technology applications by setting up a research institute in Silicon Valley." ”

At this time, he had used $5 million to wholly acquire Android Inc., which was still in the research and development stage and had no results, and appointed Andy as the vice president of Fengxing Company and the chief scientist of the mobile smartphone project of Fengxing Silicon Valley Research Institute.

Lin Feng does not have much expectations for the U.S. branch and the Silicon Valley Research Institute, but hopes to be able to lay out in Silicon Valley, a depression where global high-tech talents gather, at this time in advance, so as to open a window to the outside world for the popular internationalization and globalization strategy.

R&D talent reserves and investment in high-quality entrepreneurial projects are his real goals.

After chatting with Zhang Jingshen, who has been appointed as the vice president of Fengxing Company, the general manager of the international business department, and the general manager of Fengxing in the United States, and completely explained his thinking, Lin Feng was ready to return to China.

This time he came to the United States, reached an agreement with Blizzard, obtained the exclusive Chinese agency of "World of Warcraft" for 5 years, invested in GoPro, Facebook, and acquired Android. Basically, it was a perfect realization of his previous expectations.

It's just that the acquisition of Myspace has run into a bit of a problem......

myspace's founders, Tom Anderson and Chris De Wolfe, were originally employees of Intermix Media, which owns part of Myspace.

They valued their investment intentions at $50 million, which was too far from what Lin Feng had expected.

Lin Feng originally wanted to take at least 30% of Myspace's shares for just a few million dollars, so the valuation given by Fengxing was $20 million. After all, although Myspace is very popular now, the number of users has just exceeded 1 million.

To be honest, there are not too many funds in reserve.

After the acquisition of Tencent, although Menglong provided financial support as a concerted actor, Fengxing was the real majority, and 260 million (HK$2 billion) had been spent on the $300 million in cash, and the rest of the funds for the acquisition of Tencent were provided by Menglong and the joint consortium.

In order to protect Fengxing's position as a major shareholder of Tencent, Menglong and other consortiums subsequently transferred their shares to Fengxing, and Fengxing used the credit line of the Bank of China to make loans.

This time in the United States, although the 5-year copyright fee of "World of Warcraft" was saved through a joint venture, it also had to pay Blizzard a deposit of $10 million, plus an initial investment of $10 million in the establishment of the Silicon Valley Research Institute and $5 million in GoPro.

Fengxing doesn't have much money left in his account.

While several games still provide a steady stream of cash flow for Popular, it's not worth wasting the company's cash reserves for purely financial investment rather than strategic layout.

After thinking about it, Lin Feng decided to raise the valuation of Myspace's offer by $30 million, and get 30% of $9 million, not in the name of Fengxing Company, but with his own private company and Ye Weiyu's Maple Leaf Investment.

Anyway, the investment could be cashed out in just one year through a News Corp acquisition.

…………

On August 15, 2004, after attending the launching ceremony of the Fengxing Silicon Valley Research Institute with the mayor of Mountain View City, the vice consul in San Francisco and other officials, Lin Feng left Zhang Jing in the United States to handle the follow-up matters, and he took Ye Weiyu and flew back to Hong Kong from San Francisco, accompanied by Sun Lin, Li Zhao and Zhao Jing.

He is ready to attend the extraordinary shareholders' meeting of Tencent Holdings on August 16.

This will be his first showdown with Tencent's existing board of directors and management, and of course, it will be followed by a battle or a draw, mainly depending on Lin Feng's attitude.

After all, he is now the single absolute controlling majority shareholder of Tencent.

The previous general tender offer for Tencent Holdings ended on July 12.

Due to the sharp rise in Tencent's share price during the offer period, as of July 12, it has reached HK$7.2, exceeding the offer price of HK$6.75 of Fengxing, as a result, many minority shareholders did not accept the offer, and the acceptance level was 6.3%, so that, plus the 54% already owned before, the final shares of Fengxing and the parties acting in concert were 60.3%.

As the offeror, Lin Feng could have obtained further shares by extending the offer period and depressing Tencent's share price in the secondary market.

But to the surprise of market participants and Tencent's board, Lin Feng did not do so.

Accepted the tender offer and did not try to get more shares. However, in accordance with the regulations of the Hong Kong Stock Exchange, a proposal to convene an extraordinary general meeting of Tencent Holdings was issued one month in advance. The date of the extraordinary general meeting is set for August 16.

Just after Fengxing announced that it had acquired the shares held by MIH and launched a general tender offer for Tencent Holdings, Tencent's board of directors has formed a special resolution to amend the articles of association of the board of directors and add a "shark repellent clause".

These include the board of directors rotation system: only one director is re-elected every year, so that even if Fengxing acquires a sufficient amount of Tencent shares, it will not be able to make a substantial reorganization of the board of directors, that is, it will not be able to quickly become the board of directors to control the company;

Majority Provisions: Resolutions involving major matters (such as mergers, divisions, appointment of the chairman of the board, etc.) must be approved by a majority of the voting holders. Changes to the reverse takeover clause in the company's articles of association also require the consent of an absolute majority of shareholders or directors. This increases the difficulty and cost of Fengxing's intention to take over and reorganize Tencent.

and Special Resolution Clause: Resolutions that have a significant impact on the company need to be passed by a special resolution at the general meeting of shareholders. A special resolution made by a general meeting of shareholders shall be passed by a majority of more than two-thirds of the voting rights held by shareholders (including shareholders' representatives) attending the general meeting of shareholders. Therefore, if Fengxing's proposal will have a "significant impact on the company", it must be passed by a majority in the form of a special resolution, which makes it more difficult for Fengxing to control Tencent.

However, even if Tencent's board of directors has made these anti-takeover resistance measures, for Lin Feng, who already owns more than 60% of Tencent's shares, if he really wants to take Tencent, it will only take some effort and time.

His proposal to convene an extraordinary general meeting was in fact an attempt to declare friendship after confrontation.

Envy and grace.

He should not only use his absolute majority stake to achieve his goal of becoming the board of directors of Tencent, but also release his goodwill to Tencent's board of directors and management.

In any case, this is a shareholders' meeting that tests Lin Feng's skills and strategies very much.

On August 15, just after the typhoon passed and the rainy weather was dry, Lin Feng's plane landed at Hong Kong International Airport.

Zhang Zhijiao, Zhao Yihua, and others, who have been stranded in Hong Kong, who are in charge of Tencent's acquisition, came to pick up the plane.