Global Monopoly of Technology

I came across the chapter comments in Chapter 48, and found that some readers did not understand or misunderstood the financing and equity structure of Bluestar Technology.

There may be more than one or two readers, so Zhaoling thought about it and opened a single chapter to explain it.

But before talking about this, use this single chapter to talk about the theme of the book, say everything you want to say, and try not to open a single chapter for extra nagging in the future.

The core theme of "Global Monopoly of Science and Technology" is [business + technology]. In the early stage, business is more focused on entrepreneurship. It is set that the protagonist will come to 2003 and have nothing. If you want to play high-tech, you need "krypton gold", no money. Large-scale investment in technology research and development is difficult to achieve breakthroughs, because the protagonist did not get a system father or the like in the setting, but a future super genius came in 2003.

If you want to see the story of the protagonist taking out a 7-nanometer chip in the era of 2003 and then smashing Intel, IBM, etc., this book will not have such content, this is 2003.

Therefore, this book will be more realistic. In this era, the protagonist leads the technology and business model of this era for about 5 years with his advanced vision pattern and his own genius and wisdom. This can not only hang competitors, but it will be a little exaggerated. The ingredients will not be too detached from reality in this era, it will be more reasonable.

For example, the protagonist financing, in addition to starting from scratch, is also for the purpose of globalization. If you want to enter the North American market, you must bind Wall Street through financing, and social networking sites such as Blue Space can successfully enter the local market. If in real life, like blue It is difficult for a social networking site like Space to enter the North American market. Even if there are "local snakes" like Wall Street, it is not impossible to make it more reasonable in the novel, but it may not be reviewed, so Zhaoling can only Try to write the most reasonable within the allowed rules.

But then again, this novel is a fictional story after all, and it must be higher than life, otherwise there will be no dramatic tension, and it will become a memoir. I think readers also recognize this, such as Qin Weimu. Role.

Under normal circumstances, the 22-year-old Qin Weimu may be still in graduate school and far from graduating, but she is a top lawyer who is proficient in legal affairs, and she is also a lawyer in foreign-related legal affairs. In reality, there is such a person even if There is also a very low probability, so there is the word genius. Since there is a very low probability of appearing in reality, then of course it can appear in the novel. If you insist on raising the bar on the setting, Zhaoling can only smile bitterly... o(╥﹏╥)o

In order to establish the role of Qin Weimu, the method in the article is to establish the characteristics of this beautiful lawyer through her professionalism in legal affairs and the help of the protagonist. Although the protagonist has passed through, the setting of the previous life He is definitely not a person who focuses on legal affairs. He understands a little bit, but his professionalism is definitely not as good as a professional. To be a company, you must understand the law, otherwise a detail loophole may lead to huge control risks, so the role of Qin Weimu It is manifested.

...

Ouji target K, let’s get right to the point. The financing problem mentioned above and the equity control problem of Bluestar Technology.

First of all, the financing issue. Generally, financing should firstly make a valuation of the company. There are two methods, pre-financing valuation and post-financing valuation. The former is beneficial to VCs because more equity needs to be sold, while the latter is beneficial to the entrepreneurial team. Selling less equity, in reality, a good project, the founders are not stupid and will choose the latter form of financing.

The difference between the two is that the money raised by the former VC will not be diluted, while the latter will be partially diluted.

Taking the book as an example, according to the pre-financing valuation of 5 billion, and the valuation of 5.6 billion after the financing of 600 million, the 600 million raised will not be diluted, and if the post-financing valuation is used, the new money invested by VC will also be If a part is diluted, then the transferred equity will definitely be less. Therefore, in real financing cases, if the founder is strong, most of them are carried out according to the latter plan.

There should be no doubt about this question, and I won't say much about the weighted average anti-dilution clause.

Let's talk about the ownership structure, how the protagonist controls the control of the company in the process of equity dilution.

Readers who don’t quite understand can go back and read the contents of “Chapter 3” and “Chapter 35”, and here is a brief introduction for lazy cancer readers.

This question uses two chapters to sort out the "AB shareholding system" and "three meetings and one layer" to complete the problem of controlling the company. After reading these two chapters, you will know how the equity is diluted, but the protagonist is always firm to the company. Have absolute control.

First of all, the story in Chapter 3 states that the top-level design of Bluestar Technology adopts the AB share system, which is the most basic framework. The so-called AB shares are the same shares with different rights. One share of Class B shares has 20 voting rights, and Class A shares have 20 voting rights. 1 share, 1 voting right, if "Xiao Ming" is an investor in Bluestar Technology, accounting for 80% of the shares, but because it is 80% of Class A shares, Xiao Ming's voting rights in the shareholders' meeting are only less than 17%.

As for Class B shares, although only 20%, but more than 80% of the voting rights, then according to general matters, more than 51% of the voting rights can be relatively controlled, and major matters need more than 67% to be absolutely controlled. Xiao Ming has only 17%. , not only do not have enough votes to pass a motion, but also not enough votes to oppose a motion. 43

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The protagonist in the book holds about 57% of Class B shares after the A round of financing, and the voting rights exceed 96%. This is still classified as Class A shares by Xu Yong and the shares reserved by the protagonist in the option pool. case.

The AB share system solves the hidden danger of the protagonist’s control over the shareholders’ meeting. In fact, there are still loopholes. Although it is not a subversive loophole, it is still very troublesome. When Bluestar Technology goes public, it will also restructure and adjust its shareholding structure, which is just one chapter. The content that is not available is sold here.

The last is the control of "three meetings and one layer". This is described in Chapter 35. Originally, this chapter has more than 5,000 words and detailed descriptions, but I found that it was said that there was less "popular science" earlier, so I shortened it as much as possible. The content, if I knew it earlier, I would not delete it, so I don't need to open this single chapter o(╯□╰)o.

Equity is actually super complicated, and it gets more complicated as it goes on. Especially after listing, some tradable shares are constantly changing hands. You can’t even figure out the identity of a shareholder and the various cross-shareholdings behind it.

Then the "three meetings and one layer" are the company's highest authority, the shareholders' meeting, the highest decision-making body, the board of directors, the highest supervisory body, the board of supervisors, and the highest executive body's core management.

The shareholders' meeting cannot directly manage the company, so even if you are the largest shareholder, you can't even fire the cleaner without working in the company. If the manager takes a fancy to you, it may give you a face to open the cleaner.

Then the shareholders' meeting delegates the management to the board of directors, and the board of directors makes a decision on a proposal and then delegates it to the executive layer to implement it, that is, the senior management, CEO, CFO, etc.

Finally, the board of supervisors has the right to supervise the board of directors and the executive level, and has the right to audit the accounts. It can introduce a third-party auditing agency to audit the accounts, issue corrections and warnings to the company's management, and have the right to hold an interim meeting of the company's executives without going through a general meeting of shareholders. , such as voting on the removal of the chairman.

Is the company's "three meetings and one layer" very similar to a reduced version of the state agency? Correspondingly, it is like the National People's Congress, Changwei, Record Inspection and National Museum.

How did the protagonist take full control of the company through the "three meetings and one layer"? The plot has been resolved until now, and Qin Weimu also played her role in it.

Control the board of directors through the AB shareholding system and one-vote veto power; control the board of directors through the right to nominate more than half of the board of directors; control the board of supervisors through the main seats of the board of supervisors (executives cannot serve on the board of supervisors, but can be served by others within the company), Needless to say about the core layer, the protagonist is now the helm, and as long as he controls the board of directors, the executives of the senior management can be fired at any time.

According to the definition of the "Company Law", the protagonist is the general manager of Bluestar Technology, that is, the general manager, neither the CEO nor the president is statutory.

The power of the general manager is greater than that of the CEO, but it is different in foreign countries. The top executive in foreign countries is the CEO, so in order to better deal with foreigners, the CEO is also used, because a CEO of a foreigner heard that the CEO who met him was the CEO. Manager, he will feel that the person you send is not equal to his level, which is a kind of contempt, and may refuse to interview you about business issues.

So in reality, it is now the CEO of Mandi,

Therefore, after such a simple summary, the readers should have no doubts.

Although the protagonist's equity has been diluted in the financing process again and again, he still maintains absolute control over the company through the handling of "three meetings and one layer", just like what the protagonist said in the article, I don't know if I remember it, namely: the world Not entirely mine, but entirely mine.

There may also be a problem of entangled dividends. In fact, if the protagonist is greedy, the shareholders will not be able to share much dividends, because the management has the final say on whether or not to distribute the dividend, that is, the protagonist has the final say.

For example, the protagonist decided on the board of directors that for the development of the company, no dividends will be distributed this year, and as a shareholder, he can only stare blankly.

The protagonist said yes, no problem, let’s divide it once. The total net profit in the past five years has been 5 billion. This time, 500,000 will be paid for dividends... If you are a shareholder, I will ask you if you are angry 2333.

Although the "Company Law" stipulates that dividends must be distributed for five consecutive years, but at the same time does not stipulate how much must be distributed, then it means 500,000. It is estimated that if the shareholders know that the net profit is 5 billion yuan, it will be more irritating than not paying dividends.

In reality, Apple, for example, has a cash reserve of more than 200 billion US dollars and has not paid dividends for more than ten consecutive years.

Not only that, most of the listed giants don’t pay dividends now. Apple doesn’t pay dividends, but its shareholders earn blood. As long as the stock is rising, shareholders don’t care about dividends. Dividends are petty profits. The income is very low, but the stock price has doubled or even several times, for example, selling a little to cash out is the most impressive, so I like to invest in stocks.

Just get so much, I don’t know how many people take a serious look at it, and you can deduct 1 when you see it.

Let’s just talk about it, it’s really annoying and even disgusting to talk about this kind of content in a popular science style. We will no longer open a similar single chapter to explain, and continue to update the content of the text.

But there is one thing, even if you are disgusted and disgusted, you have to be cheeky and keep shouting... Rolling all over the floor asking for recommended tickets, collections, investment rewards to make the list~~~

(??ω??)