65438+1In the early morning of October 7th, Zheng Gang, the founding partner of Zihui Venture Capital, posted a post in the circle of friends criticizing Luo Yonghao for being not authentic, decent and immoral, pointing out that Luo Yonghao was ungrateful and killed Hammer Technology, and said that he would join dozens of investors to launch a repurchase.
At about 0/2: 30 today, Luo Yonghao responded to the reporter of International Finance News, which was seriously inaccurate and highly emotional and had to respond one by one. The new company provides 5% shares before investment and 3.72% shares after investment to the old shareholders who invest in Hammer Technology. This is the compensation for the failure of the last venture project, which is essentially due to unusual emotions and morality, rather than prevailing jurisprudence and logic.
At about 3 pm, Zheng Gang further stated that as an entrepreneur, an experienced person should look at the facts and the truth, instead of hypocrisy, black and white upside down, and fool friends and investors in the palm of his hand, and he would not sleep well.
The issue of repurchase between Zheng Gang and Luo Yonghao has attracted much attention. Legal person's analysis of the reporter of International Finance News. The risks and disputes that investors should pay attention to when exercising the repurchase right include: whether the agreement on exercising the repurchase right has legal effect; Whether the conditions for exercising the repurchase right are met; Whether the repurchase price conforms to the contract and whether there is any dispute; Whether to exercise the right of repurchase within the time stipulated in the contract; For example, the object of repurchase is the invested company, and whether the capital reduction procedures have been completed.
Investors bombarded Luo Yonghao as "not authentic"
Early this morning, Zheng Gang wrote in a circle of friends that he had invested in more than 100 mobile internet projects and failed 80%. So far, no one has initiated a repurchase request, but it will launch a repurchase for Luo Yonghao, bluntly saying that Luo Yonghao "has a set inside and a set outside", mainly in several aspects:
First, Luo Yonghao has not held a general meeting of shareholders and a board of directors for three years. According to the company law, investors must be informed of the relevant situation;
Second, Luo Yonghao is a snob. Before making the hammer mobile phone, Zheng Gang said that Li Feng and Zhang Ying would not vote for Luo Yonghao, telling him not to kneel down to the dollar fund. These people don't show their eagles when they see rabbits. Only Zheng Gang and other RMB funds are helping him;
Thirdly, Fine Red Line Technology, an AR company founded by Luo Yonghao, invested 50 million dollars, but there was no meeting, no communication and no symmetrical information. The agreement for investors is that the current valuation is $65.438+0.9 billion, and 3.5% will be used to compensate investors who invested $65.438+0.5 billion before.
Fourth, Luo Yonghao lied to investors that most of them were signed.
This afternoon, Zheng Gang said, "As an entrepreneur and an experienced person, I want to see the facts and the truth, not hypocrisy. I can't sleep well if I fool my friends and investors in my hands. (I also started my business after 20 18, and I am struggling to move forward. How do you ask others? You must do it yourself.
Luo Yonghao responded that "compensation is more moral"
654381On the afternoon of October 7, Luo Yonghao replied to the reporter of International Finance News, mainly including the following points:
First, according to the Company Law and the articles of association of Hammer Technology Company, Hammer Technology holds a general meeting of shareholders every year. Specifically, the general meetings of shareholders in the last three years were held on February 23, 20 19, August 2020 1 day, and April 25, 202 1 year respectively. At the end of 2065438+2008, the core business of Hammer Technology has been virtually paralyzed. In recent years, the main body of Hammer Technology has basically only done things related to repaying suppliers' debts, so the agenda of shareholders' meeting is usually short and the atmosphere is not handled well. In the future, we will solicit more opinions from shareholders and strive to improve.
Second, two investors, Feng Li and Zhang Ying, are old friends for many years. They didn't directly invest in hammer technology, but they invested in projects that Luo Yonghao later founded or co-founded, and they also gave great help in difficult times. Zhang Ying helped Luo Yonghao and the poor, and even privately lent Luo Yonghao a lot of money. Luo Yonghao said that Zheng Gang, his organization and Luo Yonghao had helped each other.
Third, with the consent of investors and partners, Luo Yonghao and several partners founded a new company, which provided the old shareholders who had invested in Hammer Technology with 5% shares before investment and 3.72% shares after investment. The relevant conditions and agreements were also signed or not signed by the old shareholders voluntarily. Although no collective meeting was held for this matter, all the old shareholders of Hammer Technology were sent identical emails and confirmed by WeChat one by one. Luo Yonghao denied the accusation of "no communication" and "asymmetric information", and said that many old shareholders were happy to sign because they knew that the investment was not a loan and the invested enterprise failed. This kind of compensation for the failure of the last entrepreneurial project is essentially out of unusual emotions and morality, not the prevailing jurisprudence and logic.
Fourthly, Luo Yonghao denies cheating investors, because all the old shareholders of Hammer Technology have contact information, and there is even a WeChat group of all shareholders, which can be known by asking.
The reporter learned that Luo Yonghao was the founder of Hammer Technology, angel investor Wu Yongming invested RMB 9 million in Angel Wheel, and investors of Hammer Technology A, Momo Technology and Zihui Venture Capital invested RMB 70 million. Subsequently, Hammer Technology obtained Series B financing of RMB 65.438+0.8 billion in 20 14, and Zihui Venture Capital continued to follow up. After that, the financing pace of Hammer Technology began to take off, and the financing amount of C and D rounds exceeded 100 million. 2065438+August 2007, Hammer Technology completed strategic financing of 1 100 million yuan. However, after the hammer technology debt crisis broke out, Luo Yonghao said in the third quarter of the talk show conference at the end of 2020 that the 600 million debt started at the end of 2065438+2008 had been paid off, and the rest was expected to be paid off within one year.
At the end of June, 2022, 5,438+065,438+10, Luo Yonghao AR startup Jinghong Technology announced that it had completed an angel round financing of about 50 million US dollars, with a post-investment valuation of about 200 million US dollars. Investors include Meituan Dragon Ball, Lanchi Venture Capital, Lenovo Venture Capital, Jingwei Venture Capital, DJI Innovation, ATMCapital and Chuangling Capital. Established in June 2022, Jinghong Technology is committed to building the next generation personal computing device platform after smart phones, with Luo Yonghao as CEO.
What legal issues are involved?
What attracts much attention is the repurchase problem between Zheng Gang and Luo Yonghao. What risks should investors pay attention to when exercising the repurchase right and what disputes are prone to occur?
Lawyer Xiong Wen, a partner of Beijing Yingke (Shanghai) Law Firm, told the reporter of International Finance News that in general, investors will sign investment agreements (such as capital increase and share expansion agreements) with the invested enterprises and the shareholders and actual controllers of the invested enterprises. Generally, there will be relevant clauses in the investment agreement for investors to withdraw.
The risks and disputes that investors should pay attention to when exercising the repurchase right include: whether the agreement on exercising the repurchase right is legally invalid; Whether the conditions for exercising the repurchase right are met; Whether the repurchase price conforms to the contract and whether there is any dispute; Whether to exercise the right of repurchase within the time stipulated in the contract; For example, the object of repurchase is the invested company, and whether the capital reduction procedures have been completed. In practice, the causes of such cases include: equity transfer disputes, shareholder qualification confirmation disputes, and loan contract disputes.
Regarding the "non-communication and information asymmetry" discussed by both parties, what are the obligations and rights of both parties in information disclosure, and how to reduce disputes?
Lawyer Xiong Wen told this reporter, first of all, the terms of the investment agreement. If an investor needs to invest in the target enterprise, he will certainly conduct due diligence. The investor and the shareholders and actual controllers of the target enterprise will stipulate the rights and obligations of both parties in the investment agreement, and the investor can completely stipulate the terms of information disclosure in the agreement, such as how to exercise the investor's right to know; Investors have the right to conduct special audits on the financial and operating conditions of the target company; One-vote veto power of investors on major issues in the operation of the target enterprise; Investors entrust directors or financial personnel to participate in the operation of the target company.
Secondly, investors should exercise the relevant rights of investors in a timely manner during the operation of the target enterprise.
Finally, investors should carefully choose the target enterprise to invest in and inspect the shareholders and actual controllers of the target enterprise. There should be a feasible exit mechanism in the investment agreement to facilitate timely exit.