Reinventing the Millennium.

Chapter 418 Since Practicing... (Two in One)

TSMC's lawsuit against SMIC has caused huge waves in the entire domestic semiconductor industry. People related to the industry and leaders in charge of this field are aware of the huge impact this incident may bring.

Among them, Bingxin is always worried that the tears of the future development of the industry are just small tidbits, and more people are paying attention to what kind of response SMIC will make and whether TSMC's prosecution will succeed.

There are many articles in the industry, but there is not much movement outside the industry.

The country's economy is developing, and all walks of life are very lively. The semiconductor industry is important, but its money and resource threshold are doomed to only a few people who can have ideas.

Fang Zhuo occasionally looked at Sina.com's report on the SMIC incident. The first article had a lot of clicks and comments, but the second article dropped rapidly.

After all, the distance between the wafer foundry and the general public is very far, and there is no worrying neck stuck, so it is normal to behave like this.

SMIC was sued, but life and work had to go on.

Fang Zhuo postponed his flight to New York, planning to wait until the end of the second board meeting before going to work on Yike's listing.

If it is said that the first meeting of the Ice Core Board of Directors was to express its position and express its firm binding, then the second meeting was to give some substantive actions.

Goldman Sachs, Deutsche Bank, IDG, and DCM are all well-known. If you want to have no trouble in the future, and if you want to really have friends, the attitude of a meeting alone cannot be completely successful.

Fang Zhuo didn't intend to pay lip service to the truth, he was really considering the pros and cons for them after being tied up.

On the eve of Bingxin's second meeting of the board of directors, Fang Zhuo received news about SMIC again, and couldn't help but sighed a little.

One week!
For a whole week, SMIC has not formed a legal team to deal with TSMC's lawsuit!
This is definitely an internal process error, or an unclear perception from top management.

If you changed yourself, what would you do if you encountered such a thing?
On the one hand, it is to find people to deal with, whether it is administrative power or partners, anyway, it is necessary to exert influence.

On the other hand, it is to immediately find the best commercial lawyer in the United States at any cost, lobby the ITC, search for strong evidence, drag the lawsuit to ten or eight years, and introduce other factors if necessary, such as SMIC's presence in the United States. employees of LGBT descent.

In short, according to Fang Zhuo's intuition, there is room for maneuver in this lawsuit.

For example, Cadwalader, the law firm that Yike cooperates with in New York, handled a class action lawsuit. The content is that several customers who bought Apple IPOD initiated a lawsuit because the battery life did not match the publicity.

Judging from the feedback Fang Zhuo received from his lawyers, this lawsuit can be easily delayed by Apple for four to five years, or even longer if the other party wants it.

Of course, the legal process of this lawsuit is not that important, and the relative publicity carried out by Yike may be a little bit more important.

However, Fang Zhuo really felt that SMIC could deal with the immediate problems more familiarly with the laws within the various rules of the United States.

November 11th, the last day of the month.

Bingxin held the second meeting of the board of directors. Before the meeting, Fang Zhuo had a direct communication with Xu Kaiwei of Goldman Sachs about SMIC's response in the meeting room. He wanted to persuade Zhang Rujing to do more work through this SMIC shareholder.

"SMIC may not want to make a big noise for the time being, and the legal process will go, but according to their resolution, they should try to keep a low profile. This is what the board of directors means after the meeting."

"Their focus now is to go public as soon as possible, the sooner the better."

"SMIC's financial confidence is not enough. Their first round of financing has been spent long ago, and there are long-term and short-term loans. The board of directors is also worried that the longer the delay, the harder it will be to go public."

Xu Kaiwei hesitated for a moment, and said euphemistically: "In addition, Mr. Zhang's behavior style is different from that of Mr. Fang."

Fang Zhuo understands that Mr. Zhang Rujing and Mr. Zhang tend to be in the technical field after all, and business operations are sometimes conservative. Moreover, SMIC's internal shareholding is complicated, and there may be some constraints in decision-making.

Then there is no other way, life and death, development are at stake, and it is impossible not to have the heart to sink the boat.

After Xu Kaiwei and Fang Zhuo finished their additional communication about SMIC, the two chatted about Bingxin's board of directors and reached an agreement in advance.

Fang Zhuo has temporarily lost the trust of IDG Xiong Xiaoge, and Xu Kaiwei is more likely to come to things, so first make some necessary citations on the board of directors.

It was still ten o'clock.

The meeting process this time is relatively straightforward.

Fang Zhuo put forward a proposal to re-sign the agreement.

First of all, among the four institutions, only Goldman Sachs and Deutsche Bank signed the ratchet clause when investing, which is a clause used to adjust the valuation and prevent the loss of shares due to poor business management in the next round of financing.

In layman's terms, it's called an anti-dilution clause.

Fang Zhuo didn't know why there was no such clause in the contract between IDG and DCM at that time, so he simply proposed it at the meeting this time and signed it together.

The expectations that Bingxin is facing now may really use such a constraint. From the perspective of investors, it is a blessing in misfortune.

Xiong Xiaoge from IDG and Connor from DCM listened to Bing Xin's legal counsel, and saw Fang Zhuo, Xu Kaiwei, and Zhang Hongli who had no fluctuations in their expressions. They suddenly felt a little ashamed.

what happened?What went wrong?
Is there a flaw in your own business process?Why did those two have signed before?
The legal affairs are finished.

"About this ratchet clause, Old Bear and Connor shouldn't object, right?"

"It's for your own good, but after much deliberation, it's not the best enough."

"The ratchet clause is not a panacea, it only takes effect when the next round of financing is valued."

After Fang Zhuo said these few words briefly, he turned his head and signaled his legal counsel to continue talking about the core content of today's preparations—Valuation Adjustment Mechanism (VAM).

VAM is relatively well-known in later generations and has a wide range of applications.

But now, it is a new thing in the field of equity investment in the field of capital combined with domestic conditions.

Last year, Morgan Stanley invested in Mengniu, creating VAM for the first time with the company's profit as the target of betting.

What Fang Zhuo is now actively proposing is to combine the valuation of VAM and the ratchet clause, agree on a time limit, evaluate the valuation at maturity, and set up equity redemption.

Because the ratchet clause involves the next round of financing, and VAM does not need to do so, the combination is the legal on-site statement.

This kind of creation also takes into account that it is difficult for semiconductor projects to make quick profits, so it is more appropriate to use valuation to speak.

"In five years, the valuation has increased by 50%, which can be regarded as a guaranteed income from drought and flood."

"Do you have any other questions?"

Fang Zhuo set aside time to digest, and when he was discussing basic techniques in the conference room, he asked aloud.

"Mr. Fang, it took you five years to achieve a 50% improvement. Is it because you have too little confidence?" Connor objected, feeling that the time was too long and the target was too small.

When venture capital makes equity investment, the goal is to increase the value by at least several times.

Now it takes five years to do 50%, or the same sentence, how good it is to use this money to invest in other projects.

Fang Zhuo succinctly expressed his sincere attitude: "I've tried my best, I don't want to sign."

Connor felt the sincerity of the young president, so he put away his temptations, tried his best, and signed whatever temper he lost.

This VAM comes from Bingxin’s implementation of the bottom line clause in the contract, which is already very sincere compared to the current situation and general expectations.

According to Connor's understanding, this is an exchange between the two parties, and the stock promotion at the last meeting has become binding, otherwise, if he helped to raise Yike's stock, this guy cashed out and ran away...

At that time, the money he cashed out will be more profitable than the money invested in the ice core.

Now at least I can guarantee that I have a better exit mechanism.

Even Connor was persuaded, and the other three naturally had no objections.

Now you can think about it optimistically, even if Mr. Fang cashed out the stocks, he would still have a bit of soup at home, so as not to waste his money in vain.

In this way, one in and one out has already made a lot of money.

80% of the content of the second Ice Core Board of Directors is the legal interpretation of the terms of the contract, and 20% is the agreement of the presidents.

In just two hours, the board of directors came to an end, and the follow-up supplementary terms will follow the normal process.

Hang Lung 23 has set up a lunch reception, but Fang Zhuo will not participate, because he has to go to the airport to fly to Luzhou immediately, and he needs to communicate with Ice Core about the future assessment and the place. In addition, he also wants to communicate with the University of Science and Technology of China The treatment of Hu Zhengming.

The teams of Goldman Sachs and Deutsche Bank stayed for lunch, and Su Wei, vice president of Yike, attended the reception.

Connor of DCM has been somewhat subtle since he knew about the tacit understanding, and he doesn't want to participate in additional communication.

IDG's Xiong Xiaoge also had work to do, so he and his team flew back to the capital in the afternoon.

"Mr. Xiong, Bingxin's agreement this time is really sincere, and he has made great efforts."

Liao Yu, who was traveling with him, only expressed his opinion on this trip after boarding the plane. Well, he will never be thrown off the plane.

"Liao Yu, you think Fang Zhuo is sincere, right?" Xiong Xiaoge asked.

Liao Yu nodded without hesitation: "Yes."

"Then let's look at the timeline of this action. Fang Zhuo is generally optimistic about SMIC's IPO. Qiu Ciyun, the senior vice president of SMIC, is invited to start a new project together, and everyone invests one after another."

"When the project landed, all the funds were in place, all the contracts were signed, and SMIC had an accident, the prospects took a sharp turn for the worse."

"At this time, Fang Zhuo stood up and said, you put the money with me, don't be afraid, I will sign a redemption clause for you, but you have to let it go for 5 years, and we will work together to make the project a success in these 5 years."

Xiong Xiaoge opened the magazine: "Liao Yu, isn't the sincerity you feel a bit insincere?"

"Mr. Xiong, I don't think so." Liao Yu gave a negative answer, "Mr. Fang's sincerity may only be 60 points, but how can you ask for 80 points of sincerity in the business field from the very beginning?"

Xiong Xiaoge sighed: "Fang Zhuo probably thinks the same way, so he is extremely righteous."

Liao Yu shut up, and if he continued, Mr. Xiong should drive him away again.

Five minutes later, Xiong Xiaoge, who hadn't even read the first page of the magazine, suddenly said, "Investing in ice cores may be the worst investment operation I've ever made."

Liao Yu was slightly startled, knowing that Mr. Xiong had always regretted the investment in Tencent, but thinking about it, that investment was far less than this amount.

He was thinking about how to catch up with the boss's emotion.

However, Xiong Xiaoge continued on his own: "But if there is Fang Zhuo, maybe this investment may be the most successful operation in my career."

Liao Yu's heart was shocked, this is Mr. Xiong's evaluation of Mr. Fang!

He felt that he had learned a lot from Mr. Fang and Mr. Xiong this time, and said with emotion: "Investors and project parties just compromise with each other and help each other. It is difficult and easy to say."

"It's quite easy, it's about helping each other." Xiong Xiaoge paused, "It's really difficult, it's about unilateral compromise."

Liao Yu: "..."

Emotion is emotion, reality is reality.

No problem.

The IDG team of four arrived in Beijing in the evening.

They came back in a hurry because the investment of two projects had already been negotiated and they were in a hurry.

That night, the company worked overtime, and the four of them had to communicate with a local entrepreneurial project in Beijing.

At seven o'clock, Xiong Xiaoge, who had a short break, sat in his conference room and listened to the entrepreneur's description of the project.

Entrepreneur Sun Maoqi spoke passionately for an entire hour.

It can be seen that this entrepreneur has a good eloquence and a certain ability to draw blueprints. However, through the project proposal and some questions, not only Xiong Xiaoge, but even the other three can see the rough intentions of the other party.

This kind of roughness can't help being compared with the ice core project that I have just touched. The difference between the two is like putting jade and stone together.

Liao Yu was thinking about how to euphemistically expose the entrepreneur's strangeness, because this person was introduced by his connections in the capital.

Unexpectedly, Mr. Xiong, who was silent for a while, opened his mouth and stunned everyone.

Xiong Xiaoge asked gently, "Can you cry?"

"Ah?" Sun Maoqi was at a loss, "What?"

Xiong Xiaoge repeated patiently: "Can you cry? The kind that comes right now."

Sun Maoqi looked at Xiong Xiaoge, then turned to look at the other three people. For a while, he didn't know what was going on in front of him. The investor's request made him very puzzled.

He said slowly: "Mr. Xiong, does this have anything to do with the project?"

"Fang Zhuo, the president of Yike, do you know? He has a strong emotional appeal, and this ability brings him great leadership charisma." Xiong Xiaoge said sternly, "So, our investors have also begun to investigate this gone."

Outrageous projects go well with outrageous demands.

Sun Maoqi's eyes lit up: "I admire Mr. Fang very much, I will try."

Try it once, try it twice.

Facts have proved that under the gaze of several pairs of eyes, this is really not something that everyone can say and do.

Xiong Xiaoge stood up with a smile, and shook hands with this entrepreneur who was too weak in skill.

Sun Maoqi was not too disappointed, he already knew that such a request was refusing himself.

On the contrary, he asked very curiously: "Could Boss Fang of Yi Ke really cry when he says he wants to cry?"

"Fang is always the one who has the best grasp of his emotions among all the entrepreneurs I have met." Xiong Xiaoge replied, "Part of his personality charm lies in what kind of emotions he expresses on what occasions, so he has always Very trusted by investors."

Sun Maoqi left full of longing.

"Is this person a liar?" Liao Yu felt amused, "Mr. Xiong, you always think that Mr. Fang is also a liar because of the registration website."

"No, a big lie is not a lie, this person is too bad." Xiong Xiaoge shook his head, "Fang Zhuo said last time that he would bring me to invest together, I thought about it later, he has such a keen sense of smell, let alone other things, At the very least, it is very good at distinguishing liars."

Liao Yu was surprised, Mr. Fang also wanted to invest?That is no longer a peer.

But it is a bit too much to say that you want to invest with Mr. Xiong.

(End of this chapter)