As early as 28, Li Xiang, the founder of car home, turned himself into a minority shareholder by exchanging a large number of shares for financing. Not only that, Qin Zhi, the CEO who was "airborne" from outside, is also a minority shareholder. Although Qin Zhi played an important role in the process of car home's growth from small to large until it went public, he was still unable to gain control in the company.

In order to control the operation and management of the company, Qin Zhi contacted several investment institutions to buy shares from the major shareholders, but the major shareholders have already thrown football into Ping An Insurance, which has strong financial strength. In the face of capital, the management of car home is always a vulnerable group.

Li Xiang, the founder of car home, started making personal websites as early as 1998 when he was still in high school. In 2, he registered in bubble net and started his first venture. In 25, he led the team to expand from IT products to automobile industry, and created car home website, with the goal of making all car buyers and car lovers like car home.

At that time, car home's income ranked lower among peers. Li wanted to find someone to help him run the business, and he was introduced to Qin Zhi. Compared with Li Xiang, Qin Zhi has a beautiful resume. He graduated from Beijing No.4 Middle School, then entered Tsinghua University, worked in IBM, then studied for an MBA at Harvard Business School and joined McKinsey on Wall Street.

when Qin Zhi joined car home, the website was still in a very weak period, and the office environment was simple, with more than 2 people crowded in an office that was not spacious. Qin Zhi found that car home's promotion was very poor. The first thing he did when he took office was to promote, changing the previous promotion from relying on word-of-mouth to relying on traffic. He found that the website navigation station was about to occupy the homepage of the browser, so car home became the first automobile website to cooperate with such websites.

the second thing for Qin Zhi is to set up a sales team. The prototype of car home's products began in auto channel, which was founded by Li Xiang in bubble net. When Qin Zhi arrived in car home, there was only a relatively independent editorial team, and the technical and sales departments were all tied together with bubble net. At that time, the sales team used for two websites only had three people at most. As for the sales performance at that time, at least it was less than 1 thousand yuan a month. On average, the monthly income is only 3, to 5, yuan.

In August 27, car home established an independent marketing center, which generated 7.9 million yuan in revenue in less than half a year, but the website traffic now exceeded 2 million yuan in February 28.

with the rapid growth of performance, the introduction of venture capital has become a top priority. Li wanted to choose a lot of companies, which were not ideal. By 28, the situation had turned sharply. Li wanted to feel that the venture capital that he was talking about was obviously indifferent to himself, and he often changed his mind when he was about to sign the agreement. This made the team members confused. They couldn't see the future of car home. Once, an employee left, and the team of more than 2 people walked halfway. In desperation, Li wanted to accept the capital injection from Telstra.

Telstra is the largest state-owned enterprise in Australia.

In 28, Telstra, as a strategic investor, invested in car home at the listing standard and the issue price, and exchanged US$ 76 million for 55% of the shares. At that time, car home was valued at less than $15 million. In the following years, Telstra did not make any contribution to car home's performance, but it never stopped increasing its holdings.

In 212, on the eve of car home's listing, Telstra increased its shareholding to 71.5% with an additional US$ 37 million. On December 11th, 213, car home was listed on the NYSE. At that time, Li Xiang's equity had been diluted to 5.3%, while Qin Zhi's was only 3.2%.

By 214, Li Xiang's shareholding ratio continued to decline, accounting for only 3.4%. As the president of the company, his work should be reported to Qin Zhi as the CEO.

As the shareholding ratio is continuously diluted, it is only a matter of time before Li Xiang leaves. In fact, as a serial entrepreneur, Li Xiang's mind is mainly on the third venture. He has long wanted to leave, but Qin Zhi hopes that he will stay and witness the listing of the company and the moment when the company achieves billions of dollars.

on June 12th, 215, car home officially announced that Li wanted to step down as the president of car home, and only retained his status as a director and shareholder of car home. On the same day, the market value of car home was US$ 4.95 billion, which was in sharp contrast with the US$ 15 million when it was sold to Telstra. In the eyes of outsiders, Li Xiang left with a halo of "5 billion dollars" on his head. For such a performance, many people are sorry for Li. When Telstra was introduced in 28, why didn't they expect the future valuation of car home?

Regarding this issue, Li Xiang said that car home was originally made out of interest. In 28, the company was short of money, and was bent on financing, but didn't care too much about the controlling stake. I feel that it is quite "worthwhile" to attract funds, give some shares and allow listing. Li Xiang said that his regret in car home can only be turned into experience. He knew that he had to keep a controlling stake in his third venture company, Chehejia, even after three or four rounds of financing.

Li Xiang, as the founder, doesn't have much regret about losing his controlling stake in car home because he wants to realize his dream in his third venture, while Qin Zhi, as a professional manager, is different. car home can be regarded as a child he raised by himself. As an investor, Telstra's ultimate goal is to make profits. According to Qin Zhi, Telstra cooperated everywhere before listing, and everything was easy. After listing, its capital showed its true colors. After investing in car home for four or five years, it was time to get a return.

At the beginning, before going public, Qin Zhi tried to increase the shares by some means, but failed to change the minority shareholder into the major shareholder. Even so, he was bent on doing a good job, making the enterprise bigger and listing it. Knowing that the listing of a company is a dowry for others, I will do whatever it takes.

Qin Zhi, as an operator, and Telstra, as a major shareholder, have different angles. Their contradiction can be regarded as the contradiction between ideal feelings and capital pursuit, which is irreconcilable. Because of this, Qin Zhi wanted to take a chance. When Li Xiang, the founder, had no choice but to leave, he contacted several investors to try to engage in "MBO" and hold the controlling stake in his own hands, so as not to be led by the big shareholders and be passive in management. In this way, the major shareholder Telstra and CEO Qin Zhi, with their increasing wishes, the contradictions between the two sides are deepening day by day, which is difficult to reconcile.

although professional managers have the right to operate the company, they become vulnerable groups in the face of capital predators. For example, Wang Shi, as the founder of Vanke, is very fragile in the face of "barbarians at the door". He confronts powerful capital head-on, and any ideal feelings are defeated.

car home staged the same scene. The difference is that Li Xiang, as the founder, has withdrawn from retirement, and Qin Zhi, as a professional manager, is not reconciled, so he rises to fight.

In fact, Telstra has long wanted to quit car home. From March 214 to March 215, it significantly reduced its holdings of car home shares, with a total reduction ratio of about 1%, and cashed in hundreds of millions of dollars.

Telstra is acting more like a financial investor. Car home is not the first company that Telstra has reduced its holdings in China. In July 26, Telstra acquired a 51% stake in SouFun for $254 million. By 211, SouFun landed on the New York Stock Exchange, and its IPO was completed through the sale of its shares by Telstra. After the IPO of SouFun, its founder became the largest shareholder, while Telstra withdrew completely, recovering $433 million and making a profit of $19 million.

The problem appeared in 215. With the continuous decline of US stocks, car home's share price was also greatly affected, which made Telstra temporarily give up the idea of reducing its holdings. Since then, Telstra has been in contact with major funds and institutions.

At the same time, the management of car home, headed by Qin Zhi, is also contacting capital institutions to raise funds to buy shares from Telstra and compete for controlling rights. The two sides seem to be racing, and whoever runs ahead will win.

Qin Zhi, led by several capital institutions, such as Boyu, Sequoia and Gaoyou, plans to buy shares in Telstra at a price of $31.5 per share.

However, on April 15th, 216, Telstra suddenly announced that it would transfer 47.7% equity of car home to Ping An of China for US$ 1.6 billion, while Ping An of China offered only US$ 29.55 per share.

For Telstra, the biggest advantage of choosing Ping An in China is that Ping An in China has abundant funds and can raise funds faster than the management in car home.

The attack of Ping An in China caught the management of car home off guard, and its long-planned privatization plan faced challenges. Qin Zhi, whose shares were less than 3%, suffered the most. As a professional manager, once China enters car home safely, the management will inevitably change blood, and his CEO position will probably be lost.

Qin Zhi constantly exposed Telstra's desperate actions for profit through the media, which made Telstra, the major shareholder, angry and further intensified the contradiction.

regarding who will be the new owner of car home in the future, those who support the management think that although Qin Zhi is not the founder of car home, car home is a child brought up by him, and he is familiar with this child's habits, and his continued operation can take car home to a new level.

people who support Ping An Trust believe that Ping An Trust has three advantages for the development of car home after it takes office: first, financial support, which can provide funds for car home to support its development; Second, resource support, Ping An Trust is involved in many fields such as automobile insurance, maintenance, repair, accessories, leasing, used cars, new car e-commerce, etc. Once car home is included in the industrial chain of Ping An Trust, it will have immeasurable development in the future; Thirdly, industrial upgrading will help car home to upgrade from an automobile information platform to an automobile trading platform soon. The ultimate direction of the automobile industry is finance, and Ping An Group will open the development model of "internet plus Finance" to it and build a more powerful service platform.

In the face of strong capital, the management as a minority shareholder has no choice but to wait for the fate of "class dismissed". On June 26th, 216, Qin Zhi sent an internal email saying that he had left the temporary board of directors of car home.

Qianhai Equity Firm and Zhongli Knowledge Technology believe that the reasons why Li, the founder of car home, wants to lose control of the company are as follows:

1. Exchanging shares for capital, the founder's awareness of capital is weak, and the shares buried hidden dangers in the early stage of starting a business;

2. Corporate governance was out of control, and the management was forced to leave, resulting in a sad ending.

In view of the above problems, Qianhai Equity Firm and Zhongli Knowledge Technology suggest:

In the development process of an enterprise, the founder or actual controller may pay more attention to the business or products, while ignoring the corporate governance design, especially the equity control right, and most of them are bound by oral agreements and friendship. However, with the development of the company, it is easy to have conflicts of interest or inconsistencies, which is a grim moment that often determines the future and destiny of the company.

Therefore, everything needs to be prevented before it happens. At the beginning of the establishment of an enterprise, it is necessary to consider the issue of equity control, including setting a reasonable equity structure, and setting up mechanisms such as access, withdrawal, repurchase, gambling and anti-dilution of shares to avoid unnecessary risks in the future. When carrying out equity financing or equity incentive, the founder or controller should also carefully release the equity ratio and pay attention to the rhythm of financing or equity distribution.

Enlighten

How to seize control with small shares?

Ma Yun only holds 7% of the shares of Ali. How does he control the whole of Ali with 7% of the shares?

first, the partnership system.

In 213, Ma Yun officially announced the partnership system, emphasizing the partners' values and cultural identity. Although Ma Yun said: "We have not established an interest group, let alone to better control the authority of this company, but the internal dynamic mechanism of the enterprise." However, Ali requires that partners must hold certain shares in the company, and the partners should retire at the age of 6 or quit their partners (except permanent partners) when they leave Alibaba, and the permanent partners are only Ma Yun and Cai Chongxin.

at the same time, in order to elect a new partner, 75% of all partners need to vote for it, while 51% of the partners need to vote for it. In fact, through the various designs of the partners' meeting, the founding partners such as Ma Yun and Cai Chongxin concentrated the core control rights of the company in their hands, but it was more subtle and ingenious.

second, adopt the dual ownership structure of AB shares.

that is, the founder and senior management of the company hold Class B shares, while the investors hold Class A shares. The voting right of Class B shares is equal to 1 shares of Class A shares. The total voting rights of Ma Yun and the management are about 63%. At that time, HKEx did not agree with the AB share structure, and thought that Ali's management controlled the company through the partner system, which violated the principle of the same share and the same right and said "no" to Alibaba, which wanted to be listed in Hong Kong. Alibaba refused to give up the partnership system for control, so it went public in the United States. However, at present, Hong Kong stocks have liberalized this restriction, and Xiaomi has become the first listed company in Hong Kong to use the dual shareholding structure of AB shares.

third, the right to nominate directors.

the main rights of the partners' meeting are embodied in the nomination rights of directors' candidates, which are not distributed according to the shareholding ratio. First of all, the nomination of directors is written into the articles of association, and the voting right to amend the articles of association is controlled. Ali's partner has the exclusive right to nominate more than 5% of the directors' candidates, which is written into the company's articles of association. In order to modify the articles of association on the nomination right of partners, it is necessary to obtain the consent of 95% of the shareholders present at the shareholders' meeting or the shareholders entrusted to vote. Ma Yun alone holds 8.9% of the shares. Even after the IPO, permanent partners Ma Yun and Cai Chongxin still hold 7.8% and 3.2% of the shares of Ali respectively, and the "director nomination right" of Alibaba's partner team is unbreakable.

Secondly, if the nomination is not passed, the company has the right to appoint temporary directors. Although he is a director nominated by the partner, he still needs more than half of the votes of the annual general meeting of shareholders to be elected; However, if he is not elected or leaves the board of directors for any reason after being elected, Ali partner has the right to appoint a temporary transitional director to fill the vacancy until the next annual general meeting of shareholders is held.

that is, the directors nominated by the partners, regardless of