OBS Chapter 101 Digging a Big Trap for the Ma Family Father and Daughter
Chapter 101 Digging a Big Trap for the Ma Family Father and Daughter
Chapter 101 Digging a Big Trap for the Ma Family Father and Daughter (Part 2, 4k)
"Attorney Gu, what exactly do you mean—" Attorney Chen adjusted his glasses and cautiously inquired of Gu Wanning.
Although they are all lawyers, the gap in their fields and levels is sometimes greater than that between people inside and outside the industry.
Especially in the areas of corporate equity structure design and investment and financing, Attorney Chen and Gu Wanning are simply not on the same level.
Gu Wanning, who had been keeping a low profile and playing a supporting role, began to subtly take over the reins of the conversation.
Instead of answering Attorney Chen directly, she turned to his clients, Ma Chunmei and Ma Wencai: "Ms. Chunmei, Mr. Ma, how much equity do you prefer Mr. Geng Zhi to transfer to you? 20%? 30%? Or 40%?"
Ma Chunmei immediately looked at her father, Ma Wencai.
Ma Wencai stroked his chin, squinted, and pondered for a few seconds before saying, "First, assume the highest possible percentage of 40%, and tell us your thoughts. We'll decide after we hear the specific plan."
Gu Wanning nodded, then turned to Geng Zhi, her expression becoming unusually serious: "I must remind you again, have you really thought this through? Are you really going to give up such a large percentage of your shares? This means you will relinquish relative control of the company, and you will also give up the huge future premium that this portion of your shares will bring."
At this moment, everyone's eyes were instantly focused on Geng Zhi.
Upon hearing this, Geng Zhi slowly turned his face toward Ma Wencai. His eyes were complex, seemingly intertwined with resentment, struggle, and even a hint of pleading.
However, he was met with Ma Wencai's unyielding, hawk-like gaze.
Geng Zhi pursed his lips, his Adam's apple bobbing. A few seconds later, he took a deep breath and nodded as if in resignation.
Having received a straightforward and affirmative reply, Gu Wanning turned back to Attorney Chen and explained, "Okay. Let me first explain the core framework of the 'Forward Equity Transfer Agreement' to Attorney Chen, and then I'll ask him to see if there are any loopholes."
She cleared her throat slightly and stated clearly, "The core of the agreement is that, out of respect, Mr. Gengzhi is willing to transfer 40% of the equity to Ms. Chunmei at a price far below the market value, which is a pre-investment valuation of 1000 million yuan. This means one..."
"After the transaction, Ms. Chunmei's shareholding will increase from 10% to 50%, giving her absolute control over 'Jiaotong University Matchmaker'."
"The transfer price was only 400 million yuan, but after financing, the value of this equity will increase to more than 570 million yuan, a premium of more than 170 million yuan. This is an excess return on Chunmei's early capital contribution."
"The agreement also stipulates that the equity transfer will only take place after the next round of financing is successful. The business registration change will be processed after both parties have paid in full."
"To protect the rights and interests of both parties, as well as future investors, this agreement can be submitted to investors as an attachment to the financing documents."
Gu Wanning meticulously analyzed the seemingly complex transaction, breaking it down into clear and distinct benefits, especially highlighting the allure of "low risk and high potential returns" for the Ma family.
After listening, Ma Wencai leaned back in his chair, his fingers silently tapping the armrest as he fell into deep thought.
Attorney Chen was also quickly mentally reconstructing the structure of the "Forward Equity Transfer Agreement".
He realized that, from the perspective of basic legal principles and risk control, as long as the details were meticulous, it seemed to be in his favor. He subtly gave Ma Wencai a look that indicated the framework was feasible.
Ma Wencai's chubby face relaxed slightly, and his tone became much more polite than before: "Xiao Geng, your suggestion—is quite interesting. How about this, you all sit here for a while and have some tea. We'll go to the next room to discuss it briefly."
After saying that, he got up and arranged for Ma Wenbiao to open a small conference room next door.
Having witnessed Ma Wencai's straightforward "compromise" and "ease of manipulation," his appetite and ambition have been thoroughly whetted.
What he is pursuing now is maximizing profits.
The atmosphere changed immediately upon entering the next room and closing the door.
"Dad, if you transfer another 40% to me, I'll be the largest shareholder. Does that mean I'll truly have absolute power in the company?" Ma Chunmei's eyes lit up.
She has a strong learning ability, and after this night of "practical experience," her understanding of equity has improved rapidly.
"Chunmei, you're overthinking it." Ma Wencai shook his head. "That Li Haipeng is an upright and principled man. Their combined shareholding is still 50%, the same as yours. Moreover, once the first round of financing comes in, the investors will take 30%, and your shareholding will immediately be diluted to 35%, and you will no longer have absolute control."
"Mr. Ma's analysis is very insightful," Attorney Chen echoed. "If there is further financing, your equity will be further diluted. Ultimately, it depends on your board seats."
"Then—can we ask for a little more?" Ma Chunmei asked greedily.
"He's very straightforward and shrewd. He's willing to give 40% because he probably calculated that this percentage will keep you in check and prevent you from becoming too powerful, while also appeasing us."
Ma Wencai glanced at his daughter, then turned to Attorney Chen: "Old Chen, do you really think this forward agreement they proposed is okay? Don't be so naive."
"7
Attorney Chen adopted a professional and confident stance: "Mr. Ma, based on my experience, this structure poses extremely low risk to us. The key is that payment and transfer will only occur after successful financing. Investors' money is the true test. When they invest, they've definitely thoroughly investigated the company inside and out. If there are any pitfalls, they'll jump in first; we'll follow behind, making it even safer."
"If he's so straightforward, why would he be willing to suffer such a huge loss and give up so much?" Ma Wencai agreed with Attorney Chen's point of view, but still had a final doubt.
"Because he's more afraid!" Attorney Chen said confidently. "He's afraid that you'll cause a scene at this crucial moment in the fundraising process and scare away the investors. Compared to the possibility of losing everything, being able to secure 400 million yuan in cash in advance is an option that he, as a student, would absolutely love."
"That makes sense." Ma Wencai nodded and continued to probe, "Is there any way to ensure Chunmei's position is more secure and that she can hold even more shares in the future?"
"We can add a right of first refusal clause to the agreement," Attorney Chen suggested. "It should stipulate that if Geng Zhi or Li Haipeng want to sell their shares in the future, Chunmei has the right of first refusal under the same conditions. This would consolidate control and even provide an opportunity to further increase her stake."
"Great! Add it." Ma Wencai made the decision.
"Dad, Attorney Chen," Ma Chunmei said, a question arising in her mind, "I've checked, and it might take two or three months from when the investors sign the agreement to when the money arrives. What if the company's valuation increases during that time, and they back out?"
"Chunmei, that's a great question!" Attorney Chen praised. "That's why we proactively offer to pay a deposit, say 100 million yuan upfront. If they later back out, it would constitute a breach of contract, and we would have the right to claim compensation."
Ma Chunmei then thought of practical management issues: "But even if I have more shares, what if the people I hired at the company are all straightforward and don't listen to me?"
"Chunmei, you're starting to use your brain, that's good." Ma Wencai showed a hint of relief. "Keep your composure. I'll have your Uncle Wenbiao and Attorney Chen stay in Shanghai for a while longer, to be your right-hand men. You need to cultivate your own loyal followers as soon as possible."
"Thank you, Dad!" Ma Chunmei's confidence soared.
Seeing his younger brother hesitate, Ma Wencai asked, "Third brother, is there something you want to say?"
Ma Wenbiao hurriedly said, "Second Brother, I'm just curious. The company is currently valued at 1400 million, and after Chunmei bought 40% of the shares, the premium instantly reached 170 million. If the company's valuation is negotiated higher, will the premium be even greater?"
"Wen Biao is right!" Attorney Chen chimed in. "So we need to be involved in tomorrow's negotiations with the new capital firm and do our best to help Geng Zhi raise the valuation!"
After a series of intensive discussions, the four members of the Ma family had made up their minds and returned to the main conference room with expressions of confidence.
Inside the meeting room, Geng Zhi, Li Haipeng, and Gu Wanning were "seriously" discussing something in hushed tones. Upon seeing them return, they immediately stopped talking and sat up straight.
"Xiao Geng, we've discussed it." Ma Wencai sat down again, his demeanor perfectly controlled. "We basically agree with the general direction of the long-term agreement you and this lawyer Gu proposed. However, there are a few specific conditions that need to be clarified."
"Uncle Ma, please speak, we'd like to hear it." Geng Zhi's attitude was respectful.
Ma Wencai gestured with his chin toward Attorney Chen.
Attorney Chen opened his notebook and stated point by point: "First, the 'Equity Forward Transfer Agreement' must clearly state that the prerequisite for triggering the transfer is that the post-investment valuation of the new round of financing is not less than 1400 million yuan. If it is lower than this amount, the agreement will automatically become invalid."
"Sure, that's fair," Geng Zhi readily agreed.
"Secondly, to show our sincerity and secure the deal, we will pay 100 million as a deposit after the agreement is signed."
The remaining 300 million yuan balance will be paid in full within ten business days after the new financing is fully received. Failure to do so will result in disqualification.
Upon hearing the "100 million deposit," Geng Zhi frowned on the surface, but couldn't help but laugh out loud inside.
He looked at Gu Wanning with some hesitation, feigning a request for help.
Gu Wanning understood, but maintained a fair expression, nodding slightly to Geng Zhi: "Boss Geng, from the perspective of transaction protection, Attorney Chen's point is reasonable and acceptable."
Geng Zhi seemed reassured after receiving a reassuring word and reluctantly nodded, "Okay."
"Third," Attorney Chen raised his voice slightly, "our side must be fully involved in tomorrow's financing negotiations with Baihe.com and Jinshajiang Venture Capital."
Geng Zhi frowned even more deeply this time: "This—Uncle Ma, when we met with both families before, we didn't mention Chunmei—"
"Xiao Geng, Chunmei is still the CEO and a major shareholder. She has the right to participate in important talks, both morally and legally. Moreover, the outcome of tomorrow's negotiations is closely related to her interests," Ma Wencai said.
"That's fine then. I just hope that Uncle Ma and Attorney Chen can put in a good word for us and try to negotiate a higher valuation." Geng Zhi asked.
"Don't worry about that! We're on the same page now, so naturally we'll talk about the bigger picture!" Ma Wencai was secretly pleased, and then asked, "By the way, what was the name of the last firm that wanted to invest? We need to find out more about them."
"Oh, that firm is called Arctic Capital," Geng Zhi replied.
Ma Wencai and lawyer Chen were unfamiliar with the internet industry and had little reaction to this little-known new fund.
However, when this name reached Gu Wanning's ears, it greatly alarmed her.
Arctic Capital, what a coincidence?
Isn't this the name of the offshore investment fund that she was entrusted to secretly register for her clients' agent, Charles Lin, some time ago?
Charles also tasked her with finding a reliable "shadow agent" as soon as possible to handle investment matters in mainland China.
So it turns out that the project Charles wanted to invest in was actually the straightforward "Jiaotong University matchmaker"?
As a lawyer, she must adhere to professional ethics, maintain absolute confidentiality of client information, and refrain from interfering in clients' specific investment decisions.
But at this moment, her client and the legal service provider are about to intersect on a capital level, and she happens to be aware of this hidden connection.
What if—what if Charles's investment strategy is not in line with his principles?
The thought flashed through her mind for a moment, causing her to lose her composure.
"We need to review Mr. Geng's communication records with Arctic Capital, such as emails and draft TS documents, for a comprehensive assessment. That should be fine, right?" Attorney Chen requested.
"Attorney Gu," Geng Zhi gently nudged Gu Wan Ning, who seemed a little distracted, and deliberately asked, "Attorney Chen and Uncle Ma want to understand the situation of Arctic Capital, to see if their transaction records are compliant?"
Gu Wanning quickly composed herself, regained her professional demeanor, and nodded, saying, "Of course, it's fine with our own people, but we must keep it absolutely confidential from outsiders to avoid causing the financing to fail."
Over the next few minutes, the atmosphere in the meeting room subtly shifted, gradually becoming incredibly harmonious.
Gu Wanning and Attorney Chen sat down together and began to carefully review and draft the specific terms of the "Forward Equity Transfer Agreement".
Meanwhile, Geng Zhi and Li Haipeng gave Ma Wencai, Ma Chunmei, and others a detailed report on the latest business data, expansion plans, and cooperation details with the "Jiaotong University Matchmaker" program, preparing ammunition for tomorrow's negotiations.
As the night deepened outside the window, the carefully crafted agreement was finally signed close to midnight.
After repeatedly checking and confirming the unified statement and negotiation strategy for facing Zhu Xiaohu and Mu Yan tomorrow, Geng Zhi and his two companions bid farewell to the Ma family and left the hotel.
"Straightforward, I don't quite understand. Why did you bring up Jinshajiang Venture Capital and Baihe.com right off the bat? Won't that put you in a more passive position? Neither of them are easy to deal with," Gu Wanning asked.
"The information gap between the two families can help us," Geng Zhi explained with a smile. "Mu Yan has information that Zhu Xiaohu doesn't know, and Zhu Xiaohu also has information that Mu Yan doesn't have. This information asymmetry is exactly what's most advantageous for us."
Gu Wanning pondered for a moment, as if she understood: "So you had already set up this scheme all along."
He smiled but remained silent.
"Attorney Gu, shall we take you home?" Geng Zhi asked.
"No need, my home isn't far from here, it's just a short walk. Bye-bye." Gu Wanning said, and left lightly.
Watching Gu Wanning's departing figure, Li Haipeng's mouth dropped open in astonishment.
"President Li, what's wrong with you?" Geng Zhi asked, puzzled.
"Boss, does Attorney Gu live nearby? Is it a rented apartment or her own?" Li Haipeng asked instinctively.
"I don't know, I haven't asked." Geng Zhi shook his head. "Why are you concerned about this?"
Li Haipeng swallowed hard and slowly said, "The houses here... I feel like they cost at least 70,000 or 80,000 yuan per square meter, right?"
With a straightforward and clear mind, he pointed to Tomson Riviera on the riverbank and said with a smile, "President Li, a year from now, you'll be able to buy a house there too, believe me."
PS: There's a new chapter today!