Since A shares are not protected by law, let’s play the bet on mortgage capital increase of some equity valuation.

For Gu Ao, this is a natural switch between ideas for people in the later circles.

Because, just because "Zhang Zhongmou's valuation is only 100 million", the company's total scale is compressed to "after the capital injection is completed, it is absolutely impossible to ensure that 100 million can account for more than 30% of the equity."

If 100 million US dollars can account for 30%, it means that the total size of the company is only 3.3 billion. Even if Zhang Zhongmou adds 10 million personal cash, it will be 50 million less than the 400 million US dollars that Bay Area Motor started in history.

And more importantly, the proportion of "virtual valuation" is more inflated than in history, with virtual valuation only 50 million in history, and now 100 million in history, which means that the real money invested in another 50 million less.

The cumulative cash investment will be 100 million US dollars less than Bay Electric in another time and space.

In history, Zhang Zhongmou left Texas Instruments at the end of 1985. He spent a year of investigation and started his business in the end of 1987. However, Gu Ao’s current layout must be that he would start his business in 1985. Because lithography machines and other semiconductor processing technologies are partially monopolized by Japanese companies, the cost of time will only be higher, and the technology and equipment will be more expensive.

So after Gu Ao's assessment, he believed that now that a company similar to Wanji Electric now needs to have an initial valuation of 500 million yuan and invest 400 million US dollars in cash.

By this calculation, Zhang Zhongmou's valuation of 100 million team and 10 million US dollars in cash injection can only account for 22%.

It is still 8 points away from what Zhang Zhongmou wanted to "no 30% of the work will not start", 40 million US dollars.

Gu Ao couldn't be so easy to talk to, and directly said to Xi Ni, "Since that's the case, I will increase the valuation of your team from 100 million US dollars to 140 million US dollars" to solve the problem.

That would damage the seriousness and prestige of Gu Ao, an investor and layup, and industrial planning is not about playing house.

You can't be too inhumane, but you can't be too easy to talk to. It's very important to grasp the scale.

However, after the "valuation of part of equity betting mortgage", the route of both parties seemed to be clear.

"That is to say, if I take out the team's valuation equity worth $50 million as collateral, I can ask Gu Sheng to borrow another $50 million in cash to invest in the company? If the future operating indicators and market share are all achieved, I may gradually repay and finally get 32% of the equity? If it is just right, it will fall back to 22%. If the operation fails extremely, it may fall to only 12% at the lowest level?"

After Zhang Zhongmou looked it out, he confirmed it like this.

Gu Ao: "That's about it."

Zhang Zhongmou: "Then how should this operating indicator be determined? This company will definitely not be able to make a profit within five years. If you look at other minor indicators that are not authoritative enough, I am afraid that the company will fall into the disease of data swiping."

Being able to say this shows that Zhang Zhongmou knows a lot about the many disadvantages of Silicon Valley in the United States.

Americans who are in high positions in the circle knew decades ago that "if a company does not look at profits but only looks at the number of users, how can it cheat and deceive investors."

Although they don't necessarily know beep, uber and share xx.

In response to this, Gu Ao's statement was: "I can not look at your profits within 5 years, and look at them again in the 6th to 10th. In the first 5 years, I did not look at other indicators that were easy to cheat, and I didn't look at anything - anyway, no one could transfer equity to the outside world in the first 5 years of the establishment of this company. What is the significance of the percentage? The articles of association and initiation agreement will be completely written."

This kind of grandeur finally moved Zhang Zhongmou.

Gu Ao's long-term investment has been as long as the main funds of many countries, and his courage is not comparable to that of ordinary people.

Any ordinary investor dares to say that no matter how much you make within 5 years, no matter what indicators you are trying to do, it won’t look at you.

Zhang Zhongmou: "Okay, then write this "allowed to use the equity of this founding team that is allowed to be 50 million US dollars at an initial valuation of US$50 million, accounting for 10% of the company as internal loan collateral" in the negotiation memorandum."

After overcoming this hurdle, Zhang Zhongmou and Gu Ao's intention to cooperate has reached at least 50% or 60%. The problem of "the founding team has more than 30% of the voting rights" has also been solved.

The rest is "how to ensure that Gu Ao's direct control of the voting rights does not exceed 50%". If this difficulty is also solved, the success rate of cooperation can be increased to more than 80%.

After all, the Wanwan Development Fund in history is so strong, and no one snatches them, so they can't get 51% from Zhang Zhongmou. Nowadays, Gu Ao naturally can't get it. Zhang Zhongmou is the kind of person who would rather not be a business if others get 51% than start this business. With his nearly 30 years of experience in Texas Instruments and his executive vice president in the past ten years, he also has the capital to challenge.

Fortunately, this problem is actually a little easier to solve than the previous one. After Gu Ao recognized the situation, he naturally gave many sincere practices.

The first is to split the agent.

For example, Gu Ao proposed that wealthy businessmen such as Han Ting and Guo Taiming in the same circle also join as small shareholders. At the same time, the company will expand the scale of the board of directors in the future to ensure that Han Ting and Guo Taiming have at least one board seat.

According to relevant laws, the board members of many countries' limited liability companies have 3 to 13 people.

If there are only 3 people, then those small shareholders with less than 30% of the equity will definitely have no spokesperson. The more the total number of directors on the board of directors, the lower the threshold for centralized voting.

Gu Ao promised that in the future, he would set up a board of directors based on the maximum number of 13 people, and wrote this article into the initiation agreement and articles of association.

In this way, even if there are only 7% to 8% of the equity shareholders, as long as they use centralized voting, they can at least ensure that there is one of your spokespersons among the 13 directors.

However, with Han Ting's current financial resources, it is estimated that it will only be tens of millions of dollars. If there is more, it will be mortgaged to Hanle Electronics' factory and equipment. (Hanle Electronics is not a listed company, so it cannot directly and easily mortgage equity, and can only mortgage fixed assets and technology)

As for Guo Tai name, it is even weaker.

Zhang Zhongmou estimated that the capital of Han Ting and Guo Taiming will account for at most two people in the 13 boards in the future.

Among them, Han Ting's strength is a little more than one person, and Guo Taiming's strength cannot even occupy a complete person. He also has to rely on Han Ting's overflowing tickets to give him a few extra tickets to him so that he can barely have one seat.

Zhang Zhongmou could not guarantee whether Han Ting would stand on Gu Ao's side. I heard that the strong woman had a teacher-student relationship with Gu Ao, and no matter how she looked at it, she had the possibility of accomplices.

"Are there any other measures to ensure mutual trust between the two sides?" Zhang Zhongmou asked dissatisfiedly.

Gu Ao had no choice but to design again.

After the final consultation between the two sides, two more items were added:

First of all, Gu Ao does not directly inject all the funds that he wants to inject in person. He can personally invest a large part of the funds, and the total amount should not exceed 50% of the company's total share capital.

In the rest, Gu Ao found a shell that he had not used for several years. His cousin who studied law at Columbia University, Lu Guangfu's name "Lu Electronics" was injected into the future "Xiangji Electric".

Gu Ao used the shell of "Lushi Electronics" when he invested in Guo Taiming, and was also a special product to bypass Taiwan's asset control. However, this time, Zhang Zhongmou demanded a comprehensive restructuring of "Lushi Electronics" and turned the equity structure of Lushi Electronics into a control of Zhang Zhongmou's system of more than 50%.

In this way, through secondary indirect holdings, Xiangjidian will prevent Gu Ao from becoming the dominant family in the future.

However, Zhang Zhongmou also wanted to take out a part of the same value in Xiangji Electric's direct holdings to replace them. At least Gu Ao cannot suffer a loss on the capital level, but only suffers some losses in operating voting rights.

This measure is also easy to understand. For example, if you have 51% voting rights in one company and this company has 51% voting rights in another company, then you can control the second company. In fact, your property is only equivalent to 26% of the final company.

It's a bit like "A American can get 51% of the general votes in a state that accounts for 51% of the United States' votes, and he can become the president of the United States." That is to say, as long as the configuration is optimized to the point of being the blade, 26% of Americans support you and you can give you the presidential position.

Gu Ao didn't care much about the control of the puppet who was originally a backdoor, and he didn't want to interfere with Zhang Zhongmou's business, so after some calculations, this one was passed.

Having a company with a brand that has been a sign for several years, which is ostensibly owned by Wanwan Capital, can further downplay Gu Ao’s public image in Xiangji Electric and reduce the risk of being controlled by Americans in the future.

Gu Ao's only request was to take his cousin to be the legal affairs and supervisor of the group to prevent Zhang Zhongmou from doing anything wrong. Zhang Zhongmou also agreed to this.

Gu Ao has not been in contact with his cousin who was studying for a doctorate for two or three years. He only knows that he graduated from the Fabian University two years ago. However, American lawyers are not able to obtain a practicing certificate and open a law firm by graduating from the Fabian University. There is also the years of internship certificates, which is the same as in China. Therefore, it is estimated that Lu Guangfu has just passed his internship period and is qualified to be a partner and open a firm with others.

If you can study in the Department of Finance of Columbia University and study in law under the undergraduate degree, you should be competent for "supervising the military". The Wanwan background can also reduce the resistance of other Chinese American executives.

After all this, Gu Ao finally agreed to introduce an absolutely neutral real company. Foreign-funded company to take shares, playing the role of a more detached arbitrator to prevent the Chinese from forming cliques and committing fraud. Zhang Zhongmou's request is roughly equivalent to introducing a major shareholder similar to Philips in history. After all, in another time and space, Philips also holds 22% of the shares of Bay Electric.

This is beneficial for internationalization and transparency of supervision.

However, Gu Ao and Philips have no friendship and cannot invite Philips, so he finally weighed it again and again, expressing his willingness to let his old friend Sony invest 10% as a relatively out-of-town arbitration and supervisor.

In the 1980s, many technologies and process equipment for semiconductor technology were mastered by Japanese people. In the field of electronics and computers, Americans were only strong in software, while in addition to CPU design, the hardware was not as good as Japanese people.

Gu Ao pulled Sony in and helped him break through the technological blockade in the future and reduce the risk of control. He was no longer better than Philips. It was not that Gu Ao supported Japanese goods.

Moreover, when doing business, there is a cooperative inertia. In the CD technology cooperation in the past few months, Gu Ao, the three giants that hold patents for standard definition layers, also chose to cooperate with Sony, which was arguably on the rival of Philips' competition at that time.

Therefore, now that we are transforming towards semiconductors, we must be able to prioritize consistent partners in other business fields, and it is impossible to find consistent competitors.

After some open design operations, the Ts shows that Gu Ao's final holding in Xiangji Electric will be reduced to 48%, which is already below the 50% red line. The other four companies, either puppets or subjects with supervisors, will divide the vacuum area between Gu Ao and Zhang Zhongmou.
Chapter completed!