Zhang Qingxue closed the legal documents in front of him and raised his head.
"I have some disagreements with Mr. Chen's plan."
Meeting Room was quiet for a moment.
Chen Wei had just sat back in the back row and turned his head slightly when he heard this.
Everyone's eyes fell on Zhang Qingxue.
This Legal Director usually doesn't talk much on Board of Directors, but when he does speak, he often gets to the point.
"The two-legged idea of 'IP Exclusive License adding equity and increasing holdings' proposed by Mr. Chen is in the right direction. But there is a key problem."
Zhang Qingxue's voice is not high, but the words are clear.
"If Henglong only gives Bubble Mary a twenty-year authorization instead of a permanent transfer, Wang An will most likely not agree to let Henglong lead the next round of financing."
Chen Wei's brows wrinkled slightly.
"Why?" Song Zhongping asked this question for her.
Zhang Qingxue opened the notebook in front of her, which was densely filled with details she observed during Beijing's negotiation.
"Because from the perspective of Wang An, the twenty-year authorization is an 'intermediate state' - neither safe nor thorough enough.
Henglong retained the legal ownership of the IP, while Bubble Mart only obtained the right to use it.
Wang An invested in the team, channels, and marketing resources to build Mololoy and Labobo from scratch to a scale of billions or even tens of billions. What next?
If Henglong breaks the contract or asks to renegotiate the authorization conditions, what should Bubble Mary do?"
Her eyes swept over everyone in Meeting Room.
"What Wang An is most afraid of is not that Henglong is asking too high a price today, but that one day Henglong will change his mind.
By that time, Mololoy and Labobo have been deeply bound to the Bubble Mart brand. Once they are taken away, it will be very painful.
With Wang An's character, he will not let his efforts be tied to a variable that he has absolutely no control over."
Meeting Room was silent for a few seconds.
Shen Jue nodded slowly:
"Lawyer Zhang makes sense. If I were Wang An and Henglong came to me to talk about leading the investment with a twenty-year licensing contract, I would also hesitate.
I give you shares and let you become more than 30% Major Shareholder, but the ownership of the IP is still in your hands - isn't this inviting a wolf into the house?"
Chen Wei's lips moved but did not speak.
She had to admit that Zhang Qingxue understood Wang An better than herself.
Chen Wei starts from the interests of Henglong and thinks about how to maximize the income of Henglong.
And Zhang Qingxue starts from the psychology of the person across the negotiation table and thinks about what Wang An is really afraid of.
Zhao Chen leaned on the back of the chair, his eyes falling on Zhang Qingxue.
"Lawyer Zhang, tell me your plan."
Zhang Qingxue took a deep breath.
"I think the best way is for Henglong to give up the intention of being a middleman."
As soon as these words were spoken, the atmosphere in Meeting Room changed slightly.
Song Zhongping frowned, Xu Yong took off his glasses and wiped them, Sun Zhengping's fingers stopped on the table.
"Henglong completely transferred Mololoy and Labobo's Global Copyright to Bubble Mary through additional issuance and exchange of shares, at the rate of 1.5% proposed by Wang An.
At this price, Henglong is at a loss on paper - Mololoy's acquisition cost of Overseas Copyright alone is 30 million Hong Kong Dollar.
Coupled with Labobo's global authorization, the 1.5 shares corresponding to the last round of 2 billion valuation only have 30 million people RMB, and they can't even get their capital back."
She paused.
"But it is this 'book loss' that is Henglong's real bargaining chip."
Shen Jue leaned forward.
"Go on."
"Henglong has suffered a loss, and Wang An knows it in his heart. He is a decent person and will not take advantage of Henglong in vain.
This 'loss' has become Henglong's biggest bargaining chip in the next round of financing negotiations."
Zhang Qingxue opens a new page of notes,
"Henglong can propose that the IP transfer will be executed based on 1.5 shares, but in the next round of financing, Henglong will lead the investment, and the post-investment shareholding ratio can exceed 30%.
In exchange, Henglong promises two things."
She raised her first finger.
"First, for shares exceeding 30%, Voting Rights is still not required.
Henglong only does Financial Investment and does not interfere with the daily operations of Bubble Mary.
This point is very important for Wang An.
What he is most worried about is not that Henglong will take more shares, but that Henglong will start to dictate his management after taking the shares.
Henglong voluntarily gives up Voting Rights, which is equivalent to completely removing this worry from him."
second finger.
"Second, Board of Directors Seat requested by Henglong only has two seats.
One is me, who participates in major decisions from a legal and compliance perspective;
The other is Chen Wei, who provides advice from a strategic and operational perspective.
In the past, Chen Wei was always present as an observer, but this time it was converted into a formal director seat.
Two seats is a very restrained allocation for a shareholder holding more than 30% of the shares.
Wang An will not feel ignored."
She put her hands down.
"In addition, an anti-dilution clause must be written in 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."
Meeting Room was quiet for a full ten seconds.
Song Zhongping was the first to speak, with a tone of conviction after being convinced:
"Director Zhang This plan is more complete than Mr. Chen's just now. Henglong gives up being the 'landlord' of IP and changes to a permanent strategic shareholder status.
Wang An got the ownership of the IP, and Henglong got Bubble Mary's long-term meal ticket for future growth. Neither party suffered."
Xu Yong nodded. "From a game theory perspective, this is a typical strategy of 'exchanging short-term interests for long-term trust'.
Henglong suffered a little loss in IP transfer, but made up for it in equity increase.
And because Henglong voluntarily gave up Voting Rights, Wang An will not have Sense of Crisis whose power has been seized.
The transaction probability of this plan is much higher than that of a simple authorization plan."
Sun Zhengping pondered for a few seconds and then added:
"What I'm concerned about is the legal risk. Lawyer Zhang just mentioned that Mololoy's original Copyright is in the hands of Wang Xin, and the creator of Labobo is Long Xiangsheng.
The contract signed by Henglong and Long Xiangsheng contains a right of first refusal clause, and sixty days' notice is required for transfer to a third party.
If Henglong transfers two contracts to Bubble Mary, Long Xiangsheng and Wang Xin's Side need to be processed simultaneously.
My suggestion is that Henglong takes the initiative, invites Long Xiangsheng and Wang Xin together, and the three parties sit down to thoroughly clarify the IP ownership chain.
In this way, Bubble Mary gets a clean Copyright without any worries.
This matter itself is also a kind of sincerity from Henglong to Wang An."
Wu Hongyuan did a quick calculation:
"From a financial perspective, the 1.50 shares corresponding to the previous round of valuation were indeed a book loss.
But if the timeline is stretched out, the valuation of Bubble Mary's next round of financing is likely to be between 3 billion and 4 billion.
Henglong holds more than 30% of the shares after leading the investment, which is equivalent to using the investment capital plus the book loss from IP transfer to exchange for a controlling position in high-growth assets.
This transaction structure, known as 'low threshold entry plus subsequent lead investment lock-in' in private equity investment, is a typical strategy of exchanging short-term profits for long-term Control."
Shen Jue leaned back on the chair and exhaled a long breath.