Stock cashing immigrants

Liu never trusted investors, so investors love and hate this boss.

This should actually become the normal state of partnership enterprises: love each other and kill each other, from suffering to in-laws!

# Shanghai Wenfeng's secretary praised the president's "eye-catching" # Under the control game between the founder and the capital partner, there were successful cases such as Alibaba and JD.COM, and there were also cases in which CVC drove Zhang Lan out of South Beauty, China Yongle gambled with Morgan Stanley and CDH, and finally lost control and was acquired by Gome.

These cases can't help but make people think, is the capital partner an angel or a devil?

0 1 south beauty welcomes "devil-like" capital

# Hong Kong stocks opened: Hang Seng Index fell1.46% # In 2008, in order to make South Beauty catch up with the "spring breeze" of the Beijing Olympic Games and accelerate the pace of expansion, Zhang Lan of South Beauty hit it off with CDH and reached a cooperation. According to media reports at that time, CDH exchanged US$ investment equivalent to RMB 200 million for 0.53% equity of South Beauty/KLOC-0. In 2008, the equity of 10.53% of South Beauty was converted into US$ 200 million.

Equity financing is a common financing form under the current venture capital model. Investors invest in start-up companies in the form of premium capital increase based on the valuation of the target company, acquire equity while delivering capital for the start-up companies, and become full partners.

Take Dinghui Investment in South Beauty as an example. When Dinghui invested in South Beauty, its valuation was about 65.438+09 billion yuan, so it held 65.438+00.53% equity of South Beauty after its investment was converted into 200 million yuan.

However, investors are not good money children after all. They invest in high-valued stocks for profit, not charity. Therefore, in order to maximize their own interests in the investment process, investors will definitely stipulate gambling and investor protection clauses in the investment agreement, such as board clauses, anti-dilution clauses, non-competition clauses, and gambling clauses that are familiar to the business community.

This series of investment clauses, ranging from a dozen to dozens, aims to comprehensively form various restrictions on founders and protect their investment interests. CDH has done more in this respect.

02. I am tired after selling myself to the devil.

CDH's investment not only brought money to South Beauty, but also put a yoke on it, making it have to be on the run. In order to obtain this investment, Hui Investment made a gambling commitment in the financing process. If South Beauty cannot be listed at the end of 20 12, CDH has the right to ask Zhang Lan and others to withdraw from South Beauty by repurchasing their shares.

As a financial investor, the most typical feature of Dinghui investment is to seek exit in order to obtain a return on investment.

# Opening: Shanghai Composite Index rose by 0.22%# In the current investment form, initial public offering (IPO) and mergers and acquisitions are the two most important channels for investors to withdraw, especially IPO withdrawal. The duration of an investment fund is usually around 65,438+00 years, and most of the fund's investment projects are carried out in the first four years, so it is usually necessary to withdraw from liquidation within 5 to 7 years after the fund is invested, so that after the fund expires,

According to this law, CDH calculated an account: the shares held by CDH have a certain lock-up period, and CDH can only sell at a profit after the lock-up period ends and all the shares are lifted. Therefore, it is necessary to put forward the gambling conditions of South Beauty's IPO before the end of 20 12.

If all goes well, it will only take about 6-7 years for CDH to invest in South Beauty in 2008, to successfully IPO in South Beauty, and then to withdraw from CDH for profit. If South Beauty can't achieve the IPO goal within this expected time, then CDH can settle for the second best and withdraw through merger or repurchase.

In fact, the IPO road of South Beauty is struggling. Because of the gambling clause, South Beauty had to speed up the IPO process.

20 1 1 In March, South Beauty submitted an application for listing on the A-share market to the China Securities Regulatory Commission, but it happened at this time that the Securities Regulatory Commission cleaned the Growth Enterprise Market and proposed that the traditional catering industry could not be listed on the Growth Enterprise Market in theory. 2065438+20021October 30th, 65438+ The CSRC routinely disclosed that South Beauty was on the list of applications for termination of IPO, which was undoubtedly a blow to South Beauty who had gambling clauses on her head.

A shares have no choice but to switch to Hong Kong stocks. In order to go public in Hong Kong, South Beauty had to dismantle the domestic structure and establish a new structural model. Therefore, its founder, Zhang Lan, had to emigrate to the Caribbean island of Saint Kitts in order to meet the requirements of listing in Hong Kong. Because of this, Zhang Lan quipped, who wants China citizens not to be islanders if they are not listed? Obviously, it is very powerful for Zhang Lan and South Beauty to sign a gambling contract with CDH.

As a result, due to the premature timing and the influence of the policy environment, South Beauty's plan to go public in Hong Kong was a fiasco.

As a capital partner, CDH company not only did not give full help, but also did not look on coldly. This behemoth began to show its "fangs" to its partner, South Beauty.

03. Trading between demons.

In order to ensure that investors can give priority to cash in the next round of investment, investors usually agree on the "acquisition and sale rights clause" in the investment agreement.

# Hong Kong stocks opened: Hang Seng Index fell 1.46% # Selling right refers to the right of investors to force the original shareholders to sell their shares. If the invested enterprise fails to go public within the agreed time limit, or the sale conditions agreed in advance are met, the investor has the right to require the original shareholder to transfer the shares held by it to a third party. The original shareholders must transfer their shares to a third party according to the price and conditions agreed between the investor and the third party and in proportion to the investor's shares in the invested enterprise.

This agreement reflects the situation that when the development of the original enterprise turns to an inflection point, the competition for control rights by capital partners will be further intensified, which will further affect the development of the company. In the case of South Beauty, the failure of IPO triggered the share repurchase clause and the right to sell when South Beauty was financing.

Due to the buy-back clause and franchise clause, CDH Investment took South Beauty as a hostage and sought a third party to buy back the equity.

In the process, CVC, another giant crocodile, bought 82.7% shares for 300 million dollars, of which CDH Investment sold all its 65,438+00.53% shares to CVC. According to the exchange rate at that time, the valuation of South Beauty was about 221000000 yuan, while the valuation of CDH investment in 2008 had reached190000 yuan. Dinghui Investment will get a return of at least 2 times or even higher when it exits, so the difference needs to be compensated by the proceeds from the sale of shares by founder Zhang Lan. Therefore, Zhang Lan also transferred its 72. 17% equity.

Zhang Lan changed from a major shareholder holding nearly 90% of South Beauty to a minor shareholder holding only about 10%.

This is a chain reaction caused by the relevant investor rights protection clauses in the investment agreement of that year. After CVC entered South Beauty, the out-of-control relationship between Zhang Lan and the new owner of South Beauty also went downhill.

2065438+On March 20th, 2005, CVC applied to the Hong Kong court for an asset freezing order on suspicion of transferring the company's assets, and was subsequently granted an asset freezing order for Zhang Lan, the founder of South Beauty.

In July of the same year 14, the news that Zhang Lan was out came out.

After years of hard work, I finally "left home cleanly", which is the story of Zhang Lan, the founder of South Beauty. If the "devil" of "capital partner" is not introduced, Zhang Lan may not have a chance to show his ambition, but he may still keep control of South Beauty.

The fall of South Beauty embodies the essence of a capital partner: pursuing periodic interests and never giving in for the long-term development of the enterprise.

And we don't have to blame anyone, because the rules of the game of equity determine that investment partners can only play this role, but the intensity is different.

04. The devil or the angel is under your control.

Since starting a business must dance with wolves, how can we control the capital partners and firmly bind their magic, so that they can at least show their angel side to our enterprise all the time? This is actually the mission that our astronomical business has been helping small and medium-sized enterprises to complete.

For example, let the fund partners invest 5 yuan each, put it in, and want to buy it back later. What should I do? I want to 10 yuan to buy back one share and find that I don't have that much money. What should I do?

At this time, you should take the initiative to find a third-party investor and try to convince the third party that the future enterprise can earn 20 yuan per share. Then, let the third party invest one share in 15 yuan at midnight, and then give the partner 10 yuan a share repurchase price. Finally, I still have 5 yuan in my hand to help the enterprise develop.

Everybody, is that okay? Of course, everyone knows what this means. It means you don't have to spend your own money anymore!

Equity can be completely out of thin air, and it is no problem to directly exchange other people's money.

For another example, if you spend 10% equity to get rid of people with resources, you don't have to spend money to buy resources yourself, and you don't have to spend money to go public. I will directly integrate chambers of commerce, associations, upstream and downstream, industrial groups and customer groups. Anyway, why not directly bring them in?

That's the truth! You can integrate people directly with resources, and there is no need to use your own resources anymore.

Then you spend 10% equity to integrate capable people, so you don't have to bear such high salary costs. You can take risks and honor through cooperation and partnership!

Then you have a lot of money left at this time. At the same time, you will spend 2% equity to integrate some intelligent and experienced people and let them help my enterprise. At this time, you have professionals and skilled people behind you to help the enterprise.

Next, you still have 68% of the equity left in your hand, and appropriately retain control over the enterprise. Then look at the money here, there is absolutely no need to pay it yourself, and there is a retreat.

Everyone must remember that those bosses who were kicked out by fund partners all killed their own shares.