"Lianzhong" a night price increased to $ 2 billion, "Haihong" and the founder of the joint will have a successful set of $ 100 million! Is this the model of China and South Korea International Capital Cooperation? Or is it a large-scale attack on overseas capital? Or is it the prelude of the second blowout of the Internet? Before the history gives the answer, let us rationalize several technical details of the M & A.
On April 9, 2004, Haihong Holdings (Shenzhen Market: 000503) announced that it will be strategically cooperated with South Korea NHN Group, of which NHN has invested $ 100 million accounts for 50% shares and Haihong to set up Lianzhong Asset Management Company (Ourgame Assets Ltd .), "Lianzhong" worth more than $ 200 million overnight; the myth of the Internet is in this slightly hot first spring, airborne china! M & A time schedule:
X - date: Secondary Trunger March 19: Established Lianzhong Asset Management (commonly known as Targetco) April 9: Signing an agreement with South Korea NHN Group, selling 29% of UNAGOMS in April 13th: Announcement of Preliminary Cooperation Agreement April 17: Annual Report April 29: Announcement Some Details May 21: Haihong held the 2003 shareholders meeting in the 2003 shareholders meeting and the relevant equity incentive program May 31 : Both parties sign relevant formal agreements
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Overseas company:
??? The main channel of this NHN M & A is to build a company in overseas, after the acquisition of Haihong and Lianzhong founders. After Haihong, it is also necessary to enjoy the income of Lianzhong through overseas companies. Overseas companies plays a key role in the long tide of the Internet, let us familiar with the overseas companies involved in this merger:
Lianzhong Asset Management Company, English Name: Ourgame Assets Ltd, commonly known as Targetco, is a limited liability company, which is registered in Cayman Islands, March 19, 2004, with SPML with 79% equity, PML holds it 14% stake, TAL holds its 7% equity. Lianzhong Asset Management Company has not yet been operating; according to the relevant laws of Cayman Islands, Targetco has no need to invest in. Targetco established no registered capital requirements. So this investment is not subject to the board of directors because the investment is small. Lianzhong Asset Management is the core of this M & A. Henghong passed the five indirect holding companies to eventually enjoy the income of Lianzhong, and the core of this long capital chain is UNIMP. ???? SPML: Haihong indirect 100% Holdings Overseas company SINO POWER MANAGEMENT LIMITED, 100% controlled subsidiary established by Red Fortune Holdings Limited, REDFORTUNEHOLDINGSLIMITED, REDFORTUNEHOLDINGSLIMITED, REDFORTUNEHOLDINGSLIMITED, TINK CHANK CHANK CHANK Chance Investment Limited ( The investment investment is set up. ???? Indirect Hold: Hehaihong 100%? ---- "Domain 100% ----" RFHL100% ---- "SPML50% ----" Lianzhong Asset Management Company 100% ---- "Foreign-funded enterprises WFOE100% ----" Beijing Lianzhong ???? PML: PRECISE MASTER LIMITED, PML is a limited liability company registered in British Virgin Islands; Wang Jianhua? Specific details are not clear ???? Tal: TOTAL ACCESS LIMITED, TAL is a limited liability company registered in the British Virgin Islands; Bao Yueqiao? The specific details are not clear. How to set up the founders of the joint: Bao Yueqiao, Simple Crystal, Wang Jianhua sells 21% of the shares by PML (14%) and TAL (7%) to NHN, get 42 million US dollars, each person Profit $ 14 million. ??????????????: NHN's valuation made by the joint investigation of the joints of the Lianzhong and China Game Market
??? Enlightenment of the capital chain: ???? Enlighten A. Select the Cayman Islands, Virgin Islands and other flying registered companies ??? Enlightenment B, do not invest registered funds, do not have to open the domestic board? ?? A long English name ??? Enlighten D, indirect control, capital chain to be long -------------------------- British Virgin Islands Introduction:
On the world map, the British Virgin Islands is just a small point on the Caribbean sea, but this only 153 square kilometers of the projectiles have brought together 350,000 companies. Because of international pressures, the country's parliament has passed the proposal to revisit the company's registration method. This famous "tax avoidance paradise" is facing the threat of registered enterprises.
Some people have done, this island averages nearly 20 companies, and there is a company in the area of a basketball court. In China last year's foreign capital, the British Virgin Islands second only in Hong Kong, and more than the US and Japan. So many companies are willing to register on small islands in natural resources because it is the famous "tax avoidance paradise" in the world. In order to develop the local economy, the Island Government passed the International Business Company Law in 1984, allowing foreign companies to set up "offshore companies" locally, and provide extremely favorable policies: in the local company, in addition to the business license Fiscounting, exempting all local taxes; the company has no registered capital minimum, any currency can be registered as a capital; the registered company only needs an shareholder and directors, and the company does not have to have local residents; no application management information, Accounts and annual reports don't have to be open.
The cost of setting up a company here is also very cheap. In British Virgin, the company has established a registered capital under $ 50,000, the minimum registration fee is $ 300, plus license fee, handling fee, local government a total of $ 980, then only pays a 600 dollar business license fee Yes. These preferential conditions have attracted companies from all over the world to register here. At present, there are approximately 350,000 offshore companies registered by the island, and also increased at 2,000 months per month.
There are more than 10,000 companies registered in British Virgin. Some are actually private enterprises. Through the registration of foreign companies, they can enjoy tax concessions for foreign companies; there are some readers who are familiar with the readers to reach overseas listing purposes; in addition, some Taiwan Enterprises to get rid of the authorities, first transfer funds to offshore companies registered in British Virgin, and then flow into the mainland of the motherland.
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Does the investors also have a few layers of joints? ??
Haihong said that it also has 50% of UN, the company signs an agreement with South Korea NHN Group (NHN) on April 9, 2004, and sells company indirect holding company's OurgameassetsLTD.29% equity in the price of $ 58 million. Targetco is the company's 100% indirect Holdings Holding Company SPML overseas, the company's overseas company holds 79% of the company, after this transfer, the company holds targetco50% stake, NHN holds Targetco50% The equity company sells the above equity is part of the "agreement" signed by NHN, the main content of the "agreement" is to establish a joint venture by transferring equity and NHN, each holding 50% of its equity, the company will establish a wholly owned in China The company provides services to Lianzhong while enjoying the entire benefits of Lianzhong. The relevant arrangements and equity relationships can be expressed by the accompanying drawings. The specific content is that Targetco will set up foreign-owned enterprises in China, WFOE will provide a full range of services to assist Lianzhong as a content provider to operate, and WFOE will enjoy all the income of Lianzhong, and both parties agree Safety other arrangements. The company holds 79% equity, the above equity ratio does not change before and after the "agreement" and its subsequent formal agreement. At present, the company has 79% of the income of Lianzhong in accordance with the equity ratio. After signing and implementation of the "Agreement" and its subsequent protocol, the entire income of the Lianzhong will be enjoyed by WFOE, and the company holds WOFE50% stake, so The company will receive 50% of the income from Lianzhong, while 79% equity held by the company will no longer enjoy any benefits. At the same time, the author also found that Haihong also has an stock option program: 10% of the Targetco (Targetco) to Haihong executives and joint executives: the company's 10% of the equity of Targetco adopted the conditions and The way the way of incentive measures is assigned to the company management and other personnel who have contributed to the company's development, and establish a corresponding equity incentive system, and implement the relevant approval procedures and information disclosure obligations in accordance with the specific scheme of the formulation. So, in addition to 10% of executive rewards, investors holding Haihong Holding Circuit stocks will share 40% of the group in the secondary market in the next few years. ???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????
??? some of the original doubts, now have a preliminary answer
?????????????????????????????????????????????????????????????????? The equity transfer NHN will be paid in cash and stock methods, and will be implemented after signing the formal agreement. According to the Agreement, the company will sign relevant formal agreements before May 31, 2004, and the formal agreement will further clearly regulate the transfer. 29% of the specific payment method of equity includes payment time and other matters ??????? Haihong earned $ 58 million? Because there is no precedent, Haihong has also advice on the issue of 58 million US dollars. It is concluded that the 58 million US dollars acquired by 29% of the equity will take effect according to the formal agreement and receive the relevant amount of time. Investment income, the specific payment method, including payment time, etc., will be regulated in the formal agreement, while registering the company without registration funds, Haihong sells the above equity will not invest in the above-mentioned equity. cost. It seems that in addition to paying lawyers, these 58 million mate will be handed over to Haihong.
????? Other doubts:
???? 1, Haihong Holdings --- Beijing Lianzhong originally a clear holding relationship, now become the overseas indirect holding relationship of Haihong, Haihong has been replacing the facts of the sale of Lianzhong in cooperation, and the income of the joint will be Become an overseas income of Haihong Holdings, this change does not know if the shareholders and regulators can be accepted;
???? 2, foreign-owned enterprises WFOE will provide a full range of services to assist Lianzhong as content providers to operate?
????? The Guanzhong itself is a golden chicken under the egg. I don't know how WFOE operates the group. Do you have a mother-in-law?
???? 3, then the previous problem, "Comparison, WFOE will enjoy all the income of the joint, and both parties agree to other arrangements for appropriate and safe."
????? The entire income of the Lianzhong belongs to a foreign company, and there is still necessary "Lianzhong" who has no money. Or the foreign-owned enterprise WFOE is just financial management of the joint?
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