Gold Investor

chapter 62
Fang Yubin didn't like Su Hao's condescending tone, it was no longer like communicating, but like an interview with an examiner.But looking at Su Jin's face, Fang Yubin continued: "Of course there is a way. For example, the 'poison pill plan', in simple terms, is that the acquirer issues preferred shares to ordinary shareholders. Once the company is acquired, the shareholders hold Some preferred shares can be converted into a certain amount of shares. This will greatly dilute the equity of the acquirer and make the acquisition price extremely high."

Fang Yubin also said: "A very famous case of the 'Poison Pill Project' was Sina's anti-acquisition defense campaign. In 2005, Shanda suddenly announced that it had acquired 19.5% of Sina's shares and hoped to gain control. To prevent hostile takeovers , Sina quickly launched the "poison pill plan" - when Shanda's shareholding exceeds 20%, each current Sina shareholder can buy newly issued Sina shares at half price. In the end, Shanda chose to reduce its holdings in Sina, and the shareholding ratio was reduced to 11.4 %. Sina wins!"

Su Hao held his chin: "I have carefully studied the 'poison pill plan' and found that the implementation of this plan requires relevant legal conditions. According to China's "Company Law" and "Securities Law", the "poison pill plan" is an illegal act When Sina was listed on NASDAQ, according to the laws of the United States, it is natural to create a 'poison pill'. If it is in China, this method will not work."

"That's right." Fang Yubin said, "Under China's legal environment, it is difficult for the 'Poison Pill Project' to have room to operate."

"Tell me about the next one." Su Hao said.

Fang Yubin went on to say: "To resist hostile takeovers, you might as well ask for help from the 'White Horse Rider'. The name 'White Horse Rider' came from the United States. It sounds romantic, but it is actually not complicated. Generally speaking, it means that I can no longer carry it." Hold on, bring a helper to face the powerful enemy together. The acquired party actively looks for a third party to deal with the hostile merger at a higher price, resulting in a situation where the third party and the 'barbarians' bid to acquire the target company."

"Of course, there is no free lunch in the world, and the 'White Horse Rider' is not a living Lei Feng." Fang Yubin said with a smile, "The acquired party must pay a certain price. For example, give some preferential terms to third parties so that they can purchase the assets of the target company or shares."

Su Hao nodded: "In the Chinese corporate world, this trick is often used."

Fang Yubin took a sip of coffee, and then said: "If the acquired party is strong, it can also initiate an anti-acquisition. Aren't you going to acquire me? Instead of passive defense, it is better to take the initiative and acquire you in turn. In this way, the roles of both offensive and defensive parties Upside down, put the opponent in a passive situation."

Fang Yubin gave an example: "In the takeover case between German Volkswagen and Porsche, Volkswagen turned to customers and took over Porsche. In 2005, Porsche launched a hostile takeover of Volkswagen. By January 2009, Porsche had already held almost half of the shares of Volkswagen. .But unfortunately, the financial crisis made Porsche’s cash flow urgent and gave Volkswagen a chance to breathe. Subsequently, Volkswagen launched an anti-acquisition. Volkswagen invested billions of dollars to acquire a 1% stake in Porsche, and the transaction was completed in 49.9.”

"I've also thought of this." Su Hao said, "Facing a powerful opponent, anti-acquisition is really scary, but there must be certain prerequisites. For example, the acquirer is also a listed company with a large number of public shares. Anti-acquisition can only be launched. If the acquirer is not a listed company, the so-called anti-acquisition cannot be discussed.”

"There is also a dual-level equity design, which is also a way to deal with hostile takeovers." Fang Yubin said, "Divide the company's stocks into several classes, and some specific stocks have high voting rights. For example, when Baidu went public in the United States, the shares were divided into Class A, Class B shares. The return on investment of the two classes of stock is exactly the same, but when voting, the voting rights of Class B shares held by founders are 10 times that of Class A shares.”

Fang Yubin went on to say: "The management can also implement the 'parachute plan'. In layman's terms, it's nothing but a ball. The key to this plan is to greatly increase the replacement fee of the company's employees. After the hostile acquirer buys the company, they will find that If you want to fire the original management, you need to pay a lot of layoffs. You bought this company, but you can’t move the people in it, are you asking for trouble?”

Su Hao laughed: "Using the 'Parachute Project' is basically shameless. For an entrepreneur who has status and cherishes his reputation, he would not do such a thing."

Judging from Su Hao's tone, it seems that he has locked on the acquisition target. The opponent is "strong" and "an entrepreneur who has status and cherishes his reputation".Fang Yubin asked back: "You have studied hostile takeovers for a long time, and you have even thought about various possible situations and countermeasures. I wonder which company you and your partners are interested in?"

Su Hao smiled and waved his hands: "It's just a random talk, please don't mind." He looked at his watch again: "Time flies, I have something to do, so I have to excuse myself."

When he got up to say goodbye, Su Hao held Fang Yubin's hand: "No wonder my sister loves you so much. You are such a rare talent. If there is a chance, I hope we can cooperate for a while."

After leaving the coffee shop, Fang Yubin drove Su Jin home.On the way, he asked, "What business is your brother in charge of in the insurance company? He seems to be particularly concerned about the company's mergers and acquisitions."

Su Jin said: "He was in charge of financial work before, and he was just appointed as the chairman not long ago."

"Is he the chairman of Da'an Life Insurance?" Fang Yubin asked.

"Yes." Su Jin nodded.

"I haven't heard you say that before." Fang Yubin concluded that Su Hao was not an ordinary person from the temperament of his conversation.It turned out that he was actually the chairman of a large insurance company.

Su Jin said: "Why do you keep talking about my brother? After he came back from the United States, he went to Binhai to develop and has been working in Da'an Life Insurance."

Fang Yubin smiled, thinking that this was in line with Su Jin's personality.In Jiangzhou, Su Jin didn't like to have anything to do with Guiwei's father, who was the city leader.There is no need to show off a brother who is far away by the sea.

Fang Yubin asked again: "The meeting just now wasn't exactly a family reunion, right?"

Su Jin asked, "Why do you feel this way?"

Fang Yubin said: "For more than an hour, you brothers and sisters didn't talk much, let alone talk about family affairs. Your brother is very interested in the company's merger and acquisition."

Su Jin laughed: "Didn't my brother talk about it just now? He is going to spend part of the insurance funds to make a big splash in the field of company mergers and acquisitions."

Fang Yubin asked: "What does this have to do with me? Why did he tell me this?"

Su Jin said: "You don't have to hide it from me. I know that after Mr. Ding left, you are in an awkward situation in the company. I think this is an opportunity. My brother just needs a professional in investment."

Fang Yubin was very grateful for Su Jin's thoughtfulness.He buried in his heart the twists and turns he had encountered during this period.In his opinion, when the sky is falling and there are men supporting him, there is no need for women to share the troubles at work.I don't want to, people have already seen everything in their eyes.

Su Jin added: "Rongding is a big company. If you do well here, I won't persuade you to leave. But if Fei Yunpeng really can't tolerate you, you might as well choose a good bird to live in."

"Things haven't reached the stage you thought." Fang Yubin, who has a stronger personality, inevitably resisted in his heart when he defected to Brother Su Jin's subordinates and relied on others' rewards for food. He even found a reason, "Besides, your brother's The company is in Binhai. After you came to Shanghai, we can be reunited. Is it possible that I went to Binhai again?"

"You just want to save face." Su Jin said, "Don't think that you are going this time because you are relying on the back door and relying on connections. My brother said at the beginning that he has no back door to go there. If you don't have real talents, no one will say hello. Useful."

Fang Yubin said: "I dare to say this afternoon, people are here to interview me."

Su Jin said with a smile: "I heard your conversation just now, and your performance is great. Next, just wait for the corporal to be polite."

"I really don't want to leave Shanghai." Fang Yubin insisted.

Su Jin persuaded: "The man's ambition is everywhere. If you really go to Binhai, I can follow you there to accompany you."

Fang Yubin was noncommittal and just said: "Thank you for doing so much for me."

Su Jin smiled and said softly, "Don't say thank you between us."

6 Under the banner of reform, Fei Yunpeng played a game of releasing military power with a glass of wine
The specific plan for the adjustment of the business organization structure will be announced in a few days, and the new personnel arrangement will also be announced at the same time.The princes from all walks of life of Rongding Capital were summoned to Beijing to wait for the new appointment. Some were frowning, while others were full of expectations.

In Fang Yubin's situation, no matter how bad the ending was, it was not unexpected, and his mood eased instead.Go to the company during the day, go back to the hotel at night, and still watch American dramas on the computer.One evening, Fang Yubin had just returned to the hotel, and the cell phone in his trouser pocket rang loudly. Seeing that it was Wu Juntong, the celebrity next to Fei Yunpeng, he couldn't help but feel his heart tighten.Sliding the answer button, Fang Yubin said in a calm tone: "Director Wu, hello."

Wu Juntong's tone was very kind: "Yu Bin, don't you have any plans for the evening?"

"I'm processing a document in the hotel. I have to stand on the last post." Fang Yubin said this insincerely.

"Put the documents away first." Wu Juntong said with a smile, "I'm just downstairs in the hotel, come down, let's go see Mr. Fei together."

Why did Fei Yunpeng summon him?Fang Yubin's heart was pounding.After going downstairs, he shook hands with Wu Juntong, and then boarded the black Mercedes-Benz car together.

Recently, Wu Juntong looked proud.It was widely rumored that in the upcoming personnel changes, he would be promoted from director of the president's office to vice president.Wu Juntong is Fei Yunpeng's hard-core confidant, such an arrangement is already reasonable.Unexpectedly, before the official appointment was made, Wu Juntong replaced the previous Buick and took a Mercedes-Benz car that only a vice president is entitled to enjoy.

The car stopped in front of a teahouse in Nancheng, Beijing.The decoration of the teahouse is very ordinary, and the lobby on the first floor is a bit noisy.Fei Yunpeng was sitting in a private room on the second floor, which was fairly clean.

Wu Juntong led Fang Yubin to the door, pointed inward and said, "Go in, the boss summons you alone." He then turned and went to another private room.

After Fang Yubin entered, he saw Fei Yunpeng reclining on a wooden chair, drinking tea and nibbling melon seeds.

Fei Yunpeng smiled and pointed to the Gaiwan tea on the table: "I asked them to make the tea before you arrived. Come, have a taste."

After taking a sip, Fang Yubin complimented: "Good tea!"

Fei Yunpeng waved his hand: "What kind of good tea is worth tens of dollars a cup? But it's a good place. I like to come to Nancheng for tea in Beijing. I drink a bowl of tea, and there are Beijing movies in my ears from time to time. It’s just like old Beijing.”

"Fei is always a person who knows how to enjoy life." Fang Yubin said, "The flavors in Beijing's old teahouses are indeed worth tasting."

"You're right. A teahouse is a place to enjoy life, but not a place to work." Fei Yunpeng's expression gradually became serious, "So, I usually talk to my subordinates in the office. I'm here to see you today , is an exception. Do you know why?"

Fang Yubin didn't need to answer, Fei Yunpeng gave the answer himself: "The company is in a sensitive period of personnel adjustment, and there are many people who want to see me, but I haven't seen any of them. If you are summoned alone in the office at this time, there will inevitably be someone Make irresponsible remarks."

"Let's get down to business, let's talk about the organizational adjustment this time." Fei Yunpeng continued alone, without giving Fang Yubin a chance to speak, "I think you probably know the specific plan. All branches in various places will be cancelled, and new ones will be established according to business categories. Company. In Beijing, a venture capital fund for small and medium-sized technology companies will be established; in Hong Kong, a fund will be established to promote overseas mergers and acquisitions of Chinese companies; and a professional investment bank will be established for IPO business, headquartered in Shenzhen.”

After a pause, Fei Yunpeng continued: "In the past, Rhodium invested in a large number of companies, and these companies are now listed on the capital market. Effective financial management of these listed projects has always been the top priority of Rhodium's work. Heavy. I don’t feel at ease about handing over this business to any company alone. Therefore, I plan to set up two companies with the Yangtze River as the boundary. The one in the north is called Rongding Holdings, and the one in the south is called Rongding Venture Capital.”

"North Qiaofeng and South Murong, each has its own unique skills, and they both cooperate and compete with each other." Fei Yunpeng waved his arms, showing his confidence in the reform plan promoted by himself, "Within three years, Rhodium Holdings With Rhodium Venture Capital, one south and one north, each consolidates its business and lays a solid foundation. After three years, and gradually breaks the geographical restrictions, both companies can operate nationwide business, forming a competitive relationship with each other."

"What do you think of this plan?" Fei Yunpeng's excited expression calmed down a little.

The boss is committed to promoting it, and what's more, how can he give his own opinion on something that has been finalized?Fang Yubin could only praise: "Boss Fei really has a strategic plan."

Fei Yunpeng crossed his legs: "In my opinion, among the companies in the Rongding family in the future, the one with the strongest strength and the heaviest burden will be Rongding Venture Capital. The Yangtze River Delta, where China has the strongest economy and the most active investment business and the Pearl River Delta region have all been integrated into the business sector of Rhodium Venture Capital. To put it bluntly, the income from a project here may be worth the income of other companies for a year."

Fang Yubin nodded.In the past, Rhodium Shanghai Company was the most powerful prince. According to the new business structure, Rhodium Venture Capital not only basically inherited the mantle of Shanghai Company, but also further expanded its business scope.As for the spinoffs, they are only small businesses such as venture capital.

Fei Yunpeng cast an expectant gaze: "In the future, I will be inclined to you as the general manager candidate of Rongding Venture Capital."

(End of this chapter)