Even if Yahoo occupies 40% of Alibaba's equity, it only has one board seat.

So Ma Yun’s team accounts for half of the number of board seats.

Then there is the famous Lakeside Partner System, which has a very core content—

Partners have the power to nominate directors.

It can only be officially implemented after voting by the shareholders' meeting.

If a director leaves office early, the partners will nominate the interim director until the next shareholders' meeting is held.

What does it mean?

As permanent partners, Ma Yun and Cai Chongxin have the right to nominate directors, which means that whoever is responsible for the board of directors must first be nominated by the two of them, and their agreement is required.

So they have the right to nominate directors.

The directors they nominated need to be voted by the shareholders' meeting before they can be passed.

Then because of the previous agreement on joint actors, it is equivalent to that as long as Ma Yun agrees, Yahoo and SoftBank must be consistent with Ma Yun, and the nominee will definitely pass.

It is equivalent to Ma Yun controlling the entire board of directors.

In other words, both at the equity level and the board of directors, the number of nominees and numbers of board of directors are firmly in Ma Yun's hands.

Third, the management rights control of the business management rights. Ma Yun’s team controls the daily management rights at the company level, especially Ma Yun. All the company executives and even everyone below can be appointed. The initial team is Ma Yun’s own direct team, everyone listens to Ma Yun.

Therefore, whether it is Yahoo or SoftBank, these external investors are basically unable to participate in the company's control.

The fourth is Ma Yun’s personal charm, also known as soft power.

For a long time, people only think of Ma Yun when they mention Alibaba, and it is hard to think of any other soul characters.

Compared to Alima, Brother Ma is simply too low-key.

Especially Chi Yufeng, the boss of Perfect World, many people don’t know what he is, nor do they know who the boss of Perfect World is, and they can’t even remember the impression. Compared with these Internet tycoons, Chi Yufeng is simply a transparent person.

In fact, controlling and controlling are two different things. Using the partnership system to firmly grasp Alibaba's control in its own hands. Although SoftBank and Yahoo are major shareholders, they do not have decision-making power, and the participation in decision-making events is almost zero, so Masayoshi Son is just an investment.

Now, Cao Yang also plans to use the same method.

Several conditions used by Ma Yun to control the company.

Now Cao Yang has the next two:

That is—

Cao Yang has the right to appoint and remove the personnel of Bomi Group.

He has a high prestige in the Bomi Group.

The initial team of Bomi Company was led by Cao Yang. Most people agree with Cao Yang, and only he followed his lead.

At the same time, a series of major decisions made by Cao Yang in recent years have enabled the company to maintain rapid growth.

Apart from film and television, Boss Cao has basically never lost money in his decision, and no one can match Boss Cao's overall situation and his long-term vision.

In society, Cao Yang also has a wide influence and has a very strong personality charm.

So now Cao Yang just needs to get the first few things done.

"First of all, I want to adopt a voting right entrustment agreement to let the current shareholders of the company entrust me with the voting right after the future listing." Cao Yang said, "This is the first point."

"Then, the company plans to have external investors in the future. If the stock share accounts for more than 5%, it must sign a joint actor agreement with us."

"Hmm? Agree on the joint actors?" Liu Zhiping asked in confusion.

Cao Yang explained it to him, and then Liu Zhiping suddenly realized it.

"Awesome, this joint actor agreement can basically guarantee control of our team."

Liu Zhiping had been worried about this matter before, because if he was listed in Xiangjiang, there was no difference between AB shares, that is, the same shares and rights, and the voting rights you have as much stocks as you own.

Now it seems that Cao Yang has solved this problem.

Liu Zhiping really admired Cao Yang so much that he was overwhelmed with all his might.

Then Cao Yang told Liu Zhiping about the board seats and related nomination systems and the partnership agreement...

Liu Zhiping was stunned when he heard this.

Who would have thought that Cao Yang had figured out so many things in such a few months?

About half an hour later, Liu Zhiping completely listened to Cao Yang's story and couldn't help but slapped his thigh.

"That's great, so no matter what happens, we will grasp the control firmly."

To be precise, Cao Yang took control firmly.

Everyone in the company admires Boss Cao very much and believes that the major shareholders will sign these agreements, and the team is cohesive.

It is really everyone's luck to be able to ride the wind and waves like Boss Cao.

"And more importantly, we can release a large amount of stocks and raise more funds," said Liu Zhiping.

According to the normal listing process, Cao Yang had to hold more than 67% of the company's equity in order to firmly grasp control.

Now, after adopting such a complete and rigorous control method, even if Cao Yang's shareholding does not account for the largest proportion, he can still have the highest control.

Even if Cao Yang's shares are diluted to 10%, he can firmly control Bomi Group.

The released shares will naturally raise more funds.

Too awesome!

Liu Zhiping thought that Cao Yang's these rules are really linked and wonderful, and it is difficult for ordinary people to come up with such a strict control agreement.

...

Since there is no problem with the discussion of control.

The rest are related issues regarding future listings.

"First of all, the equity structure," Cao Yang said, "I now own 78% of the company's equity."

In the remaining part, Xiao Ma Ge accounts for the highest proportion, with 7.2% of them. After all, he is Cao Yang's earliest partner and the founder of Penguin. In order to retain Xiao Ma Ge, Cao Yang still divided a lot of equity.

Then Liu Zhiping accounts for 3.4%, Liu Guangran accounts for 3.8%, Ai Xiaomi accounts for 2.4%, Liu Qiang accounts for 2%, and Zhang Zhidong accounts for 1.2%...

"The company's valuation is US$100 billion. If it is converted into HKD, it will be approximately HKD 800 billion. Regarding the valuation and issue price, you can calculate and process it. Then, when talking to the underwriters, try to raise the valuation within a reasonable range as much as possible."

"Okay." Liu Zhiping nodded.

"My idea is that if the IPO is conducted at that time, all shareholders of the company will dilute 50% of their shares in equal proportion to the issuance of shares, and a total of 2 billion shares will be issued.

The valuation per share is around $50.”

There is no way, because Bomi's size is too large, so in order not to make the issue price too high, which makes people afraid to buy it, this problem can only be solved by expanding the number of issuances.

But US$50 is already quite high. According to Cao Yang's idea, the price must be cut below US$25, which is the range of HK$200 is more reasonable. In this way, Bomi will directly issue 4 billion shares.

This number is quite scary.

If it is based on Liu Zhiping's previous idea, in order to gain control of the company, it is more appropriate for Cao Yang to keep at least 70% of the equity in his hands, then the total dilution ratio will not be too much, and it is expected that it will be about 10%.

Then the issuance volume can be far smaller than the current number, about HK$160, 500 million shares, raising a total of HK$80 billion, equivalent to US$10 billion.

However, the control agreements proposed by Cao Yang just now have basically decoupled his control from the equity, so naturally Bomi can raise more funds.

It's 10 times more, which is simply an astronomical number.

Liu Zhiping smiled bitterly, and could not accept this reality for a while.

This means that Bomi Company can become extremely rich all of a sudden.

As long as it goes public, Bomi's company's funds can reach a terrible $100 billion. Whatever the money is used for is like throwing a big bomb.

"But... with such a large IPO size, I don't know which underwriters dare to take on this job." Liu Zhiping said with some difficulty.

Stock underwriters refer to securities operating institutions that exclusively underwrite or take the lead in organizing underwriting group distribution in stock issuance.

Internationally, stock underwriters are generally held by highly reputable and powerful merchant banks, investment banks and large securities companies.

In my country, it is generally held by qualified securities companies or trust and investment companies that also operate securities.

The law requires securities underwriters to assume guarantee liability.

To a certain extent, the reputation of a first-class securities underwriter guarantees the securities it underwritten.

Therefore, the status of securities underwriters will actually greatly affect investors.

Ordinary investors believe that first-class securities underwriters will not underwrite bad securities, and the securities they underwritten will inevitably be suitable for public holdings, and the issuance of securities must meet their underwriting standards.

Therefore, there are not many underwriters around the world who dare to follow the valuation of Bomi with a valuation of more than US$100 billion.

"I guess in the end I should have found multiple underwriters to do this together," said Liu Zhiping.

According to Bomi's size,

High prices and high risks, and so far no underwriter has ever had such a large-scale IPO

It is unlikely that one or two or three underwriters will be able to get the contract. Only multiple underwriters can cooperate to help Bomi Company raise the funds they want.

Only underwriters can get their corresponding rewards.
To be continued...