Reboot 2003
55 Chapter 055: Take a step back
55 Chapter 055: Take a step back
At this moment, Gu Wenjie felt uneasy, and was so anxious that he didn't eat dinner that afternoon.
But after a few days like this, the company's crisis was resolved naturally - even if you look back, it was not a crisis at all.
For Chen Qin, the consequences are more serious.
After all, he just wanted to inform Gu Wenjie at noon that day, and he planned to talk to Gu Wenjie slowly at night...
As a result, Gu Wenjie called immediately, and it was already three o'clock after the conversation was over.
Then Chen Qin was late.
After arriving at school, he could only lie that he was chased by a dog on the road. Fortunately, there were indeed two stray dogs nearby, so the teacher and parents did not doubt it. Later, he did not know where Mr. Xiao Meng complained several times. In short, after a week, Chen Qin himself was safe and sound, and no one saw the two stray dogs that were originally harmless to humans and animals...
In addition, the problems caused by this incident are only on Ali's side.
As Chen Qin said at the beginning, Ali is really envious of Kuaikan's business, and knows that this thing can indeed complement its own Taobao and Alibaba.
In this case, buying is of course the best way.
But although Ali already has some money today, it is far from being as rich and powerful as in the future. On the one hand, they hope to lower the price, and on the other hand, they hope to expand their shareholding.
So the optimal strategy for them is also very simple, that is, to build one from scratch... Of course, it doesn’t have to be done from scratch. They can do it first. If everything goes well, of course they can do it by themselves.
What's more, they also have Gu Wenjie as a close ally——
At the beginning, Ali missed the opportunity to acquire Kuaikan.com. Now Kuaikan.com is jointly owned by Gu Wenjie and Chen Qin. Although Chen Qin is completely out of Ali's control now, Gu Wenjie and Ali are inextricably linked.
If Gu Wenjie can come out and do a quick look by himself, it will be more beneficial to Ali in terms of difficulty and cost...Of course, until the negotiation, this plan is still in the conceived stage.
At the beginning, this plan seemed to be a bit messed up. Gu Wenjie seemed to initially accept Ali's proposal because of intellectual property risks...
But take a quick look inside the company, the two founders had a little contact with each other, and a dispute occurred because of intellectual property rights.
Then it's not easy to deal with 'Chen Aotian' who said that if Gu Wenjie wanted to stand on his own, he would leak the code, and he also regarded Ali as Gu Wenjie's accomplice...
Of course, forget it, after all, if Gu Wenjie is really their own, then they can just support Gu Wenjie.
But here comes the problem - Gu Wenjie is not completely from Ali, or he is not actually from Ali now, but he is more inclined to partner with Ali.
After receiving this kind of threat, Gu Wenjie actually went to contact with other VCs. Of course, Ali could not accept this situation. If Gu Wenjie now puts himself in the arms of other VCs, or even cancels the original cooperation plan, it would be like a boiled duck flying out of the pot.
And they originally had the option of setting up a Kuaikan platform themselves, but now they dare not do so...
As a last resort, Ali joined the negotiations urgently.
However, due to the unequal status of the two parties in the negotiation and their unilateral desire for the outcome of the negotiation, on the one hand, they had to meet the conditions of Kuaikan Media, and on the other hand, they were regarded as Gu Wenjie's "partners", and Chen Qin's lawyer directly informed Chen Qin of the "strategic threat" condition in writing...
After that, things became easier.
Time entered July, and after the lifting of Yanjing Shuang, the SARS epidemic quickly ebbed.
Ali announced a big news at this time. Sun Zhengyi invested 8000 million in Ali... claiming 500 million, and Ali turned around and invested [-] million in Kuaikan Media.
Finally, 15% of the shares...
The news is good news for the outside world, but only they themselves know that this investment seems a bit imperfect.
After all, look at the acquisition price given by the media at the beginning of 3000 million, which seems a bit expensive.
In the end, 500 million yuan invested 15% of the shares, and in fact it was still valued at almost 3000 million yuan.
This valuation is regarded as an ordinary price during the Internet boom, but it is rare in the post-bubble era of China's Internet today.
And look at the fact that the company has just been established, and it is still close to the normal A round. At this time, the valuation of 3000 million is already a bit too high.
However, Ali did have some plans for them.
After all, their expectation for this investment is to 'continue to cooperate with Kuaikan Media', and acquisition is of course the best way of cooperation; but since direct acquisition is not willing, they can only invest.
Acquisition is an equity transfer, which is the transfer of equity from one person to another. If Ali buys directly, it is equivalent to giving the two founders Chen Qin and Gu Wenjie the opportunity to cash out, and the money will eventually fall into the hands of the two founders.
Investment is different. Investment is to expand the market and issue new shares directly. In this way, the money invested will not be taken away by the founder, but will become a tool for the company to expand its operations.
On the basis of investment, future cooperation models can also be redistributed in actual business through agreements.
Of course, it is not as convenient as directly acquiring the left hand and the right hand, but we can also cooperate first to see, and then slowly find a way to acquire it later, and ensure that the company's operations will not be affected.
Therefore, Ali agreed to Kuaikan's conditions, not only giving 500 million in cash, but also giving up the idea of setting up an option pool first during the negotiations.
As a price, Ali mainly made a request, that is, 38% of Chen Qin's 5 shares should be added to the option pool.
In this way, the option pool will eventually become 15%. Of course, the 5% option that Chen Qin ceded is still held by him. The reason for this design is to simulate a "non-competition agreement"-in fact, Chen Qin has already thought of it. Ali and Gu Wenjie did not have any ideas about the patent he is currently applying for.
The reason for worrying about intellectual property rights is, on the one hand, the physical ownership of the code, and on the other hand, it is also because Chen Qin is really uncontrollable, and he himself has the core technology, but he can leave at any time.
Using this 5% equity to simulate a 'competition agreement'... I can't say how useful it is, but in short it is a bit of comfort.
In addition, it is the actual control of the company.
Just like most other companies of the same type—although options have dividend rights, they usually do not have voting rights. For example, according to the structure of Kuaikan, the company currently uses agreements to transfer voting rights. In the future, it can also establish a separate holding company through a limited partnership company, so that all voting rights owned by the option pool can be handed over to the CEO for implementation.
The principle is a bit complicated, but it is very simple in this matter - that is to say, Chen Qin's equity will become 38%, and the voting rights will be reduced to 33%.
The equity in Gu Wenjie's hand plus Ali's equity, plus options, these equity will allow Gu Wenjie's voting rights to reach the absolute control line of 67%.
That is to say, in the future, Kuaikan Media's business will be dominated by Ali, which can be regarded as wiping Gu Wenjie's initial structure of 50% equal shareholding.
Chen Qin, as a third party who agreed to these matters, can still hold 38% of the equity interest. At the same time, 500 million of the 103 million miles invested by Ali will be handed over to Chen Qin to purchase all the software copyrights of the San Diego company on the Kuaikan platform, and to revise the relevant terms as compensation for his concessions.
(End of this chapter)
At this moment, Gu Wenjie felt uneasy, and was so anxious that he didn't eat dinner that afternoon.
But after a few days like this, the company's crisis was resolved naturally - even if you look back, it was not a crisis at all.
For Chen Qin, the consequences are more serious.
After all, he just wanted to inform Gu Wenjie at noon that day, and he planned to talk to Gu Wenjie slowly at night...
As a result, Gu Wenjie called immediately, and it was already three o'clock after the conversation was over.
Then Chen Qin was late.
After arriving at school, he could only lie that he was chased by a dog on the road. Fortunately, there were indeed two stray dogs nearby, so the teacher and parents did not doubt it. Later, he did not know where Mr. Xiao Meng complained several times. In short, after a week, Chen Qin himself was safe and sound, and no one saw the two stray dogs that were originally harmless to humans and animals...
In addition, the problems caused by this incident are only on Ali's side.
As Chen Qin said at the beginning, Ali is really envious of Kuaikan's business, and knows that this thing can indeed complement its own Taobao and Alibaba.
In this case, buying is of course the best way.
But although Ali already has some money today, it is far from being as rich and powerful as in the future. On the one hand, they hope to lower the price, and on the other hand, they hope to expand their shareholding.
So the optimal strategy for them is also very simple, that is, to build one from scratch... Of course, it doesn’t have to be done from scratch. They can do it first. If everything goes well, of course they can do it by themselves.
What's more, they also have Gu Wenjie as a close ally——
At the beginning, Ali missed the opportunity to acquire Kuaikan.com. Now Kuaikan.com is jointly owned by Gu Wenjie and Chen Qin. Although Chen Qin is completely out of Ali's control now, Gu Wenjie and Ali are inextricably linked.
If Gu Wenjie can come out and do a quick look by himself, it will be more beneficial to Ali in terms of difficulty and cost...Of course, until the negotiation, this plan is still in the conceived stage.
At the beginning, this plan seemed to be a bit messed up. Gu Wenjie seemed to initially accept Ali's proposal because of intellectual property risks...
But take a quick look inside the company, the two founders had a little contact with each other, and a dispute occurred because of intellectual property rights.
Then it's not easy to deal with 'Chen Aotian' who said that if Gu Wenjie wanted to stand on his own, he would leak the code, and he also regarded Ali as Gu Wenjie's accomplice...
Of course, forget it, after all, if Gu Wenjie is really their own, then they can just support Gu Wenjie.
But here comes the problem - Gu Wenjie is not completely from Ali, or he is not actually from Ali now, but he is more inclined to partner with Ali.
After receiving this kind of threat, Gu Wenjie actually went to contact with other VCs. Of course, Ali could not accept this situation. If Gu Wenjie now puts himself in the arms of other VCs, or even cancels the original cooperation plan, it would be like a boiled duck flying out of the pot.
And they originally had the option of setting up a Kuaikan platform themselves, but now they dare not do so...
As a last resort, Ali joined the negotiations urgently.
However, due to the unequal status of the two parties in the negotiation and their unilateral desire for the outcome of the negotiation, on the one hand, they had to meet the conditions of Kuaikan Media, and on the other hand, they were regarded as Gu Wenjie's "partners", and Chen Qin's lawyer directly informed Chen Qin of the "strategic threat" condition in writing...
After that, things became easier.
Time entered July, and after the lifting of Yanjing Shuang, the SARS epidemic quickly ebbed.
Ali announced a big news at this time. Sun Zhengyi invested 8000 million in Ali... claiming 500 million, and Ali turned around and invested [-] million in Kuaikan Media.
Finally, 15% of the shares...
The news is good news for the outside world, but only they themselves know that this investment seems a bit imperfect.
After all, look at the acquisition price given by the media at the beginning of 3000 million, which seems a bit expensive.
In the end, 500 million yuan invested 15% of the shares, and in fact it was still valued at almost 3000 million yuan.
This valuation is regarded as an ordinary price during the Internet boom, but it is rare in the post-bubble era of China's Internet today.
And look at the fact that the company has just been established, and it is still close to the normal A round. At this time, the valuation of 3000 million is already a bit too high.
However, Ali did have some plans for them.
After all, their expectation for this investment is to 'continue to cooperate with Kuaikan Media', and acquisition is of course the best way of cooperation; but since direct acquisition is not willing, they can only invest.
Acquisition is an equity transfer, which is the transfer of equity from one person to another. If Ali buys directly, it is equivalent to giving the two founders Chen Qin and Gu Wenjie the opportunity to cash out, and the money will eventually fall into the hands of the two founders.
Investment is different. Investment is to expand the market and issue new shares directly. In this way, the money invested will not be taken away by the founder, but will become a tool for the company to expand its operations.
On the basis of investment, future cooperation models can also be redistributed in actual business through agreements.
Of course, it is not as convenient as directly acquiring the left hand and the right hand, but we can also cooperate first to see, and then slowly find a way to acquire it later, and ensure that the company's operations will not be affected.
Therefore, Ali agreed to Kuaikan's conditions, not only giving 500 million in cash, but also giving up the idea of setting up an option pool first during the negotiations.
As a price, Ali mainly made a request, that is, 38% of Chen Qin's 5 shares should be added to the option pool.
In this way, the option pool will eventually become 15%. Of course, the 5% option that Chen Qin ceded is still held by him. The reason for this design is to simulate a "non-competition agreement"-in fact, Chen Qin has already thought of it. Ali and Gu Wenjie did not have any ideas about the patent he is currently applying for.
The reason for worrying about intellectual property rights is, on the one hand, the physical ownership of the code, and on the other hand, it is also because Chen Qin is really uncontrollable, and he himself has the core technology, but he can leave at any time.
Using this 5% equity to simulate a 'competition agreement'... I can't say how useful it is, but in short it is a bit of comfort.
In addition, it is the actual control of the company.
Just like most other companies of the same type—although options have dividend rights, they usually do not have voting rights. For example, according to the structure of Kuaikan, the company currently uses agreements to transfer voting rights. In the future, it can also establish a separate holding company through a limited partnership company, so that all voting rights owned by the option pool can be handed over to the CEO for implementation.
The principle is a bit complicated, but it is very simple in this matter - that is to say, Chen Qin's equity will become 38%, and the voting rights will be reduced to 33%.
The equity in Gu Wenjie's hand plus Ali's equity, plus options, these equity will allow Gu Wenjie's voting rights to reach the absolute control line of 67%.
That is to say, in the future, Kuaikan Media's business will be dominated by Ali, which can be regarded as wiping Gu Wenjie's initial structure of 50% equal shareholding.
Chen Qin, as a third party who agreed to these matters, can still hold 38% of the equity interest. At the same time, 500 million of the 103 million miles invested by Ali will be handed over to Chen Qin to purchase all the software copyrights of the San Diego company on the Kuaikan platform, and to revise the relevant terms as compensation for his concessions.
(End of this chapter)
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