"Let's discuss the second question. How to pay."
Zhang Qingxue Open another document.
"Wang An proposed two plans. The first plan is a cash acquisition. Bubble Mary will purchase the two IP contracts held by Henglong at a premium. The price is negotiable.
The second option is to issue additional shares and exchange shares. Bubble Mary will separately issue new shares to Henglong for the acquisition of IP contracts. The share ratio Wang An is willing to give is 1.5%."
"One-five?" Shen Jue's brows wrinkled,
"Based on the current data of Bubble Mary, the valuation can be given to about 2 billion. One and a half percent of 2 billion is 30 million.
Mololoy's acquisition cost of Overseas Copyright alone is 30 million Hong Kong Dollar, plus Labobo's global licensing fee and the holding cost of more than a year, 30 million people RMB will not even be able to get their money back.
This transaction, Henglong is such a loss."
Liu Mingyu, as the secretary of the board of directors, had not spoken much. Then he opened the valuation calculation table in front of him.
"Mr. Shen is right. If we only calculate the economic accounts, exchanging 1.5 points of shares for two IPs of Global Copyright and Henglong is a clear loss.
But the question is - if Henglong asks for a higher share ratio, will Wang An agree?"
"If he hadn't been short of money, he wouldn't have proposed the plan of issuing additional shares and exchanging shares at all."
Chen Xi took over, "Bubble Mary's operating cash flow in the first half of the year has turned positive, and the cash on hand at the end of the third quarter exceeded 100 million.
Wang An is not unable to raise funds, he wants to take advantage of this opportunity to obtain the permanent ownership of the IP.
One point five is the price he offered, but this price is definitely not his base price."
Song Zhongping frowned. "Then what is the bottom line he can accept? Two points? Three points?"
"No matter how many points," Shen Jue shook his head and his tone became calm,
"Henglong will suffer losses simply by exchanging shares for IP. Mololoy and Labobo have too much room for value-added in the future.
Wang An is willing to exchange shares, which just shows that his own valuation of these two IPs is much higher than 1.5 points."
Meeting Room fell into silence again.
Zhao Chen leaned back on the chair and tapped his fingers lightly under the table, not in a hurry to express his position.
The directors have pretty much said what needs to be said.
What he needs is a solution that can solve the problem from the root, rather than repeatedly pulling between 1.5 and 3.
Chen Wei, who was sitting in the back row, suddenly spoke.
"Zhao Zong, fellow directors, let me give you an idea."
Zhao Chen turned his head slightly and looked at her.
Chen Wei is the person in charge of Haoyu Construction and the top leader of Real Estate Sector.
Since she joined Henglong, she has been responsible for destocking and reducing liabilities in real estate, and she has nothing to do with businesses such as IP and Designer Toys.
The only thing related to Bubble Mary is that she is the observer assigned to Bubble Mary by Zhao Chen.
The tone she spoke at this moment was pragmatic and shrewd, born from hard work on the front lines of operations.
"Henglong's current problem is not that he is short of money, but that he does not want to sell his assets at a low price. Bubble Mary's problem is not that he does not want to give more shares, but that Wang An is reluctant to part with them."
Chen Wei's voice is not high, but every word is clear.
"In this case, why do you have to hang yourself on the tree of 'shares for IP'?"
She stood up, walked to the whiteboard, picked up a marker and drew two lines.
"The first line is IP authorization.
Henglong gave Mololoy and Labobo's Global Copyright Exclusive License to Bubble Mart. It was not a transfer, but an authorization.
The authorization period is twenty years, which is the same as the period Henglong obtained from Long Xiangsheng.
Licensing fee--based on the sales revenue of IP-related products.
Wang An doesn't have to take out shares to exchange them now, and Henglong doesn't have to worry about selling assets at a low price.
It doesn't matter who owns the IP, what matters is who can operate it to maximize its value."
She paused.
"But this is just a guaranteed plan."
The marker drew a circle on the second line.
"The second line is equity. Since Henglong is optimistic about the long-term growth of Bubble Mary, why not directly lead the investment in the next round of financing?
Isn't Wang An looking for financing? Henglong will be the lead investor.
The post-investment shareholding ratio has increased from the current 26.3% to more than 30%."
The air in Meeting Room condensed slightly.
"More than thirty percent."
Shen Jue repeated the number, frowning and then relaxing,
"If it exceeds 30%, it is a major influence line."
"Yes." Chen Wei put down the marker and turned around,
"More than 30%, even if Henglong gave up Voting Rights in Bubble Mary's Board of Directors, he is no longer an ordinary Financial Investment person, but a strategic shareholder with significant influence.
Dividends, major decisions, follow-up financing, Henglong all have enough influence. And--"
She glanced at Zhao Chen.
"And Henglong can request that anti-dilution clauses be added to Investment Agreement.
In the future, for every round of financing of Bubble Mary, Henglong will have the right of first refusal to ensure that the shareholding ratio will not be diluted.
As a result, Wang An's way of using follow-up financing to slowly dilute Henglong's equity is blocked."
Meeting Room was quiet for five seconds.
Shen Jue First opening:
"This idea is smarter than simply exchanging IP for shares.
Henglong not only retained the legal ownership of the IP, but also obtained the incremental equity of Bubble Mary.
Wang An can also accept it - he did not lose his shares, he just let Henglong get some more shares in the next round of financing."
Song Zhongping nodded immediately. "I agree. IP authorization plus equity increase, walking on two legs is more stable than one."
Xu Yong took off his glasses and wiped them, put them on again and said:
"From the perspective of corporate governance, if the shareholding ratio exceeds 30%, Henglong can ask Wang An for another seat Board of Directors Seat."
Sun Zhengping added, "Anti-dilution provisions are key.
As long as this is written into the agreement, Henglong's equity in Bubble Mary will not be slowly eaten away like a frog being boiled in warm water."
Wu Hongyuan did a quick calculation from a financial perspective:
"Based on Bubble Mart's revenue forecast for next year and the industry's average price-to-sales ratio, the valuation of the next round of financing is likely to be between 3 billion and 4 billion.
If Henglong wants to lead the investment and increase the shareholding ratio to more than 30%, the capital required to invest is about 200 to 300 million.
Henglong can completely eat this size."
Zhao Chen's eyes swept over everyone's faces one by one.
No one raised any further objections.
Even Song Zhongping, which initially advocated self-development, is nodding now.
Just when everyone thought Chen Wei's proposal would become a formal decision, Zhang Qingxue suddenly spoke.
She asked a question that everyone ignored.
Can Wang An accept this plan?