This has to mention the situation of ATL Company. This company was jointly established by Zeng and Liang at the end of the last century in 1999. It started with soft-pack lithium batteries to avoid the fierce competition of hard-pack lithium batteries.
Soft-pack lithium batteries are also more suitable for mobile phones, laptops and other electronic products.
However, as applications advance, soft-pack lithium batteries will bulge as the number of charges increases. After purchasing the patent authorization for polymer ion batteries from Bell Labs, ATL successfully broke through the problem of lithium batteries imitating repeated charging. The fatal flaw of being easily bloated and bulging has led to successful growth.
Since 2001, ATL has also become Apple's battery supplier.
And now ATL is also supplying Xingyu Technology. Yes, Xingyu Technology’s first-generation product S1 smartphone uses the company’s products, and it was also because of this opportunity that Mr. Zeng came into contact with Star Capital.
If it develops according to the original historical trajectory, with the development and growth of Apple, ATL will also become the world's leader in consumer lithium batteries. Its polymer lithium batteries will rank first in the world for eight consecutive years starting from two years later. Apple Well-known smartphone brand manufacturers such as Huawei, Xiaomi, vivo, and oppo are all customers of ATL.
But there is a problem with ATL now. It is already a company 100% controlled by Japanese capital. This is also a core factor why Zeng always wanted to divest the power battery department and the birth of Ningde Era, otherwise it would be restricted by regulations.
ATL also had investments from North American capital in its early days, but its transformation into a company entirely owned by Japanese capital began with an incident that occurred in 2005. The divestment event triggered a change in ATL's equity.
In the end, the old employer of the three founders, Japan's tdk Group, acquired 100% of ATL's shares for US$100 million, transforming it into a wholly Japanese-owned company.
Precisely because ATL has now become a 100% Japanese-owned enterprise, it is restricted by relevant regulations and wholly foreign-owned enterprises cannot produce power batteries.
So it can only be stripped out!
At this time, Fang Hong said directly: "Have the founders provided any specific solutions?"
If you really intend to cooperate, you have to pay some due diligence.
Tian Jiayi nodded and immediately elaborated: "Yes, Mr. Zeng's solution has also been revealed to Qunxing. The newly established subsidiary is called Ningde Times. At this stage, it is definitely impossible for Japanese capital to fully withdraw. Mr. Zeng's strategy is to divest first Let’s talk about it after we come out, and we will buy back the remaining equity from Japanese capital in the future.”
After recalling for a moment, Tian Jiayi continued: "As for the ownership structure design of Ningde Times, Mr. Zeng's plan is that he will set up a company, Ruiting Investment, to become the controlling shareholder of Ningde Times. Ruiting holds 23.33% of the equity of Ningde Times. Mr. Zeng controls 55% of the equity of Ruiting, which means he controls the relative control of Ningde Times by controlling 55% of the equity of Ruiting Investment."
Fang Hongyiting Ruiting holds 23.33% of the equity of Ningde Times, which definitely does not meet the standard of control. At least 34% of the equity ratio can be obtained to obtain control. There is one core to achieve 34% of the equity ratio. The key right is the right to veto.
Voting on major matters requires a two-thirds majority to pass, and the 34% ratio, as long as it is opposed, means that all other shareholders' votes in favor cannot satisfy the two-thirds majority, which is equivalent to a one-vote veto.
Mr. Zeng asked Ruiting to hold 23.33% of the shares of Ningde Times, which obviously did not reach the 34% baseline. However, Fang Hong was still undecided. He must have a back-up plan. He would know after waiting for the beautiful assistant to talk about it. .
Tian Jiayi also continued: "He required Qunxing Capital to hold at least 19% of the equity in Ningde Times, and to sign a key concerted action agreement with him."
Hearing this, Fang Hong couldn't help but smile.
With the memory of his previous life, he knew that Mr. Zeng had a very clear sense of control. The current historical trajectory has changed. Because of the original historical trajectory, there was no Qunxing Capital among the shareholders of Ningde Era.
According to the original historical trajectory, Ningde Times did not repurchase the last 15% of the equity held by Japanese capital until around 2015, and then solved the hidden dangers of Ningde Times’ equity, and Mr. Zeng had a lot of knowledge before that. Forward-looking signed a concerted action agreement with two other founders.
The two founders hold 4.59% and 10.61% of the equity of Ningde Times respectively, plus the 23.33% held by Ruiting, the total equity ratio is 38.53%, which significantly exceeds the baseline of 34%, so once He always firmly controls the control of Ningde Era.
Fang Hong estimated that Mr. Zeng would definitely ask Star Capital to sign a similar concerted action agreement with him. He immediately looked at the beautiful assistant and asked concisely: "How was the concerted action plan specifically agreed upon?"
As an investor, Fang Hong has never worried about the founder asking for control from him, which to a certain extent shows that the founder is strong and capable.
As a non-bank financial company, Qunxing Capital certainly cannot directly operate and manage a company, so it needs capable people to manage it. Unless it takes control of a company and immediately kills the chickens and cashes in the people, it will leave the market. Don't care about the chicken feathers on the ground.
Otherwise, having capable founders is very important, so that they can better lead the company to become stronger and bigger. Therefore, regardless of whether they are strong or not, if they are capable and can lead the company to become bigger and stronger, Fang Hong is willing to hand over the control to the founder. This also allows founders to pursue their careers with peace of mind.
After a while, Tian Jiayi stated item by item: “Mr. Zeng’s concerted action person agreement plan mainly requires agreement on three items. The first item is that the company’s shareholders’ meeting and the board of directors must be consistent when it comes to proposal rights, nomination rights and decision-making voting rights; The second article is that if Stars Capital disagrees with his opinion, his opinion shall prevail; the third article is that the concerted action agreement is valid until the date when Stars Capital directly or indirectly holds the equity of Ningde Times, that is, As long as Stars Capital holds equity in the company, one of the two parties must remain consistent."
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Fang Hong was very upset when he heard that, as expected, these three terms were agreed upon. Some of the history has changed, but some of it has remained unchanged.
In this way, assuming that Qunxing Capital holds 19% of the equity of Ningde Times, after signing a concerted action agreement with Mr. Zeng, plus the 23.33% held by Ruiting Investment, it controls a total of 42.33% of the voting rights. far exceeding the 34% baseline.
Moreover, if Qunxing Capital holds more equity, according to the signing of the concerted action agreement, it means that Mr. Zeng’s voting rights are still above 42.33%, and his voice in Ningde Era will be firmly in his hands.
What's more, Mr. Zeng will definitely sign a concerted action agreement with the other two veteran co-founders.
Tian Jiayi looked at Fang Hong and said: "Within the company, regarding this project, the current dispute with Mr. Zeng is the concerted action agreement."
Obviously, Qunxing Capital wants to retain the autonomy of voting rights, and if it wants to intervene in Ningde Times, it will definitely take more than 20% of the shares. Hua Yu’s idea is to either not intervene, or to hold at least 34% of the shares to gain control. .
Because to intervene, you have to compete with Japanese capital. After all, the Ningde era has not yet been established. The key point is actually the ATL company, and this company is currently a purely Japanese-owned enterprise controlled 100% by Japanese capital.
Tian Jiayi added: "Having said so much, what do you think of this project? Should we intervene in Ningde Era?"
Fang Hong is the big boss of Qunxing Capital. It doesn't matter whether the opinions within the company are consistent or not. As long as the big boss makes the decision, it will be settled. If he doesn't ask, then Hua Yu has the final say.
"Of course we have to intervene. I am also optimistic about the potential of new energy and Ningde Era." Fang Hong said without hesitation. He glanced at the beautiful assistant and said slowly: "But according to Mr. Zeng's idea , just the disposal of Ningde Times’ equity structure will take several years, and the efficiency is too slow.”
Tian Jiayi couldn't help but say: "Do you have any new ideas?"
Fang Hong nodded and said: "Yes, to get to the root of the problem, the root of the problem in the Ningde era lies in ATL. The root of ATL's problem is that the company is now a 100% wholly-owned subsidiary of the Japanese capital TDK Group. .”
Having said this, Fang Hong turned to look at the beautiful assistant again, looked at her and smiled and said: "My solution is simple and unpretentious, just let Qunxing Capital come forward and directly acquire ATL from a small book, and then buy it back. , Qunxing Capital holds 100% wholly-owned ownership of ATL Company, will it change from a wholly foreign-owned enterprise back to a purely domestic-owned enterprise? If the root cause of the problem is solved, the subsequent problems will not be a problem. "
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