"If shareholders who exceed 10% increase their holdings to 15 or 20%, what additional reporting obligations will be triggered?"
"Divided into several nodes." Lin Shicheng has many treasures,
"More than ten percent, each time you buy or sell more than one percent, submit Schedule 13D Amendment Filing within two working days.
More than 15%, in addition to 13D, additional details of shareholding changes need to be disclosed in the annual report in the form of 'Schedule 13D/A'.
More than 20%, the SEC will default that you are no longer a 'passive investor', but a 'stakeholder with significant influence on the company', and require you to make additional disclosures in 13D--
Have you had any Private Agreement relations with the company's management, have you formed a concerted action relationship with other shareholders, and are you interested in participating in the company's major business decisions.
Each of these questions is as sharp as a knife, and a wrong answer may trigger an SEC inquiry."
He paused.
"But Zhao Zong, the most critical thing is not the declaration node. It is the antitrust review.
HSR Act stipulates that if the value of equity held by an institution exceeds the legal threshold--
In 2018, there were approximately 84 million US Dollar - and the acquirer and acquiree meet the 'commercial scale test', they need to submit HSR Filing to the FTC and wait for a 30-day preliminary review period.
The holding volume of Era Vanguard far exceeds this threshold.
If each increase in holdings exceeds a certain percentage threshold, a new HSR Filing may theoretically be triggered.
However, as a pure Financial Investment party, as long as we clearly state in 13D that we do not seek to change the company Control,
If it does not seek Board of Directors Seat changes and does not affect the company's daily operations, the FTC will usually grant an exemption of 'for investment purposes only' and the review cycle will be significantly shortened."
"Third, the attitude of management."
Lin Shicheng's voice became more cautious,
"Huang Renxun My own views on the shareholder structure are what I need to explain to you most.
In Nvidia's history, all external shareholders who tried to interfere with Huang Renxun's business decisions ended badly.
Huang Renxun, you can be his shareholder, but you cannot be his boss.
After Era Vanguard holds more than 10% of the shares, sooner or later a communication channel will be established with Huang Renxun himself or the investor relations department of Nvidia.
My suggestion is - when you first come into contact, lower your attitude.
It's not 'Era Vanguard is Nvidia's first Major Shareholder', it's 'Era Vanguard is Nvidia's most loyal long-term investor'.
The two are completely different openings."
Zhao Chen's mouth corners raised slightly.
Lin Shicheng even thought about how to talk to Huang Renxun.
"Lawyer Lin, you mean that dispersion of ownership is a good thing for Era Vanguard?"
"It's a good thing, but it's also a test."
Lin Shicheng's voice fell silent,
"The good thing is that the ceiling for accumulation is very high, there are no barriers to super voting rights, and there are no obstacles from Poison Pill Plan.
The test is that the SEC's reporting compliance costs and public opinion pressure will rise sharply as the shareholding ratio increases.
Every time Era Vanguard gets one more percentage point on Nvidia, Wall Street will have one more pair of eyes staring at us.
In addition to the enemies that Era Vanguard made during the high-level market crash of Bitcoin and the privatization of Tesla, they will put every move we make on Nvidia under the microscope to study.
Once there are any compliance flaws, they will not hesitate to report them to the SEC."
Zhao Chen leaned on the back of the sofa and was silent for a few seconds.
"The dispersion of ownership is not a hindrance to Era Vanguard, but an opportunity.
Vanguard and BlackRock are passive index funds, they will not actively increase their holdings.
Huang Renxun's own shareholding is only 3.5%, and he will not increase his holdings significantly.
Among the entire Nvidia and Shareholder Register, only Era Vanguard is actively, continuously and purposefully buying.
We were the only buyers when everyone else was running out."
He picked up the tea cup. The tea was completely cold, but he still took a sip.
"Lawyer Lin, the subsequent increase in holdings will be carried out according to the original plan.
You are solely responsible for your compliance filing and do not leave any flaws to the SEC.
Huang Renxun Over there, after the launch is over, we will have a private meeting."
There was silence on the other end of the phone for a moment.
Lin Shicheng did not ask "which Huang Renxun" because he knew that this surname could only refer to one person in this context.
"Elon Musk made an appointment, just the three of us." Zhao Chen added, with an almost imperceptible smile in his tone.
"Zhao Zong," Lin Shicheng's voice became serious, "How much do you know about Huang Renxun?"
"Not much. That's why I'm asking you."
Lin Shicheng pondered for a few seconds.
Zhao Chen heard the sound of turning papers on the other end of the phone, probably because he was looking for some information.
"Zhao Zong, Huang Renxun was born in Taiwan in 1963. He was sent to United States by his parents at the age of nine and grew up in a boarding school in Kentucky.
That experience shaped him - a child with an Asia face. In a boarding school in the countryside of United States, he was bullied because of his accent and introversion, but he did not become bad, but instead learned to be independent and tenacious."
Lin Shicheng's voice is neither fast nor slow,
"After graduating from Oregon State University in 1983, I joined AMD to work on the chip Designer, and later jumped to LSI Logic, doing both design and sales.
On 's Lunar New Year's Eve birthday in 1993, he and two partners founded Nvidia."
"On your thirtieth birthday?"
"Yes. Because when he was in college, he promised his wife Lori that he would have his own company before he was thirty.
He's the kind of guy who does what he says."
"In terms of personality," Lin Shicheng continued,
"Silicon Valley's people gave him the nickname 'Nuclear Bomb Godfather'. It's not because of his products, but because of his temper.
In the early years, Nvidia's graphics card heated up so much that players nicknamed it a 'tactical nuclear bomb'. Some games couldn't run on the Nvidia graphics card, and he publicly threatened to blow up the game company's headquarters.
The most aggressive person in the IT industry, Silicon Valley is the tyrant, and these labels have followed him for many years."
He paused.
"But Zhao Zong, this is just one side of him.
The other side is - he is an ultimate perfectionist and workaholic.
Get up at six o'clock every day, exercise for an hour, and then work until late at night.
He himself admitted that he was 'difficult to work with', but he once said - 'If you want to do extraordinary things, it shouldn't be easy.'"
Zhao Chen said nothing.
"His management style is also very special. Nvidia's organizational structure is extremely flat, with about sixty people reporting directly to him.
The optimal management span written in management textbooks is ten to twelve people, and his management span is five or six times the upper limit of the textbook.
He doesn't hold one-on-one meetings because he feels information will be filtered and softened in the escalation process.
He personally reads hundreds of employee emails every day and will reply in the early morning hours on weekends - it is said that he often has a glass of Whisky next to him."
"Whisky." Zhao Chen repeated the word.
"Yes. He likes Whisky. In terms of personal preference, his signature outfit is a black leather jacket with the Nvidia logo tattooed on his left arm.
It is said that he is the only one among the top 500 CEOs who has the company logo tattooed on his body."
Lin Shicheng's voice had a subtle meaning,
"He was a table tennis genius when he was a teenager. In 1978, he was named 'the most promising table tennis boy in the northwest' by "Sports Illustrated".
If he had not chosen engineering later, he might have become a professional table tennis player."
"Plus, he likes cooking.
Friends and family say he is a Euphoria chef in the kitchen, and his cooking style is the same as his business--delicate, innovative, and passionate.
From traditional Asia dishes to contemporary fusion dishes, he cooks them all."
Zhao Chen's mouth corners raised slightly.
A talented table tennis chef with the company logo tattooed on his body manages sixty direct reports and relies on Whisky to reply to hundreds of emails every day.
The portrait of this man was completely different from what he had imagined before.
"How does he treat outside shareholders?"
Lin Shicheng was silent for a few seconds, seeming to organize his words.
"Zhao Zong, this is the most critical point." His voice was very low, "He is almost reluctant to deal with external shareholders, thinking that they are all here for speculation."
"Era Vanguard is the first external shareholder to hold more than 10% of the shares in the future.
So this meeting between you and him will, in a sense, define a new paradigm of Nvidia shareholder relations."
"In addition," Lin Shicheng added,
"He has a motto - 'We are always only thirty days away from bankruptcy.' It's not paranoia, it's Sense of Crisis engraved in his bones."
"I understand."
"Zhao Zong, one more thing." Lin Shicheng's voice became more cautious,
"Huang Renxun is Chinese, but he arrived at United States at the age of nine, and his way of thinking and communication style have been completely Westernized.
When communicating with him, don't beat around the bush, and don't use the China people's way of talking about business, which is to say "please greet him first and then get to the point".
He likes to be direct. Very direct."
Zhao Chen's mouth corners slightly raised again.
"Lawyer Lin, you helped me a lot."
"That's right. Zhao Zong, I wish you and Ma - and Huang Renxun have a pleasant barbecue."