Game or cooperation China's creation and investment

The relationship between entrepreneurs and investors is like fish and water, more like lips and teeth, the so-called dependent, and in China's current investment environment, the relationship between creation and investment is not harmonious. is the cooperation or the game, is the lover or the enemy, from the south Beauty, after Valley coffee, affordable materia medica to NVC lighting, the founder and investors of the game and even collision occurred from time, on the relationship between the founder and investors with the recent NVC lighting events caused hot discussion.

At present, the domestic small and medium-sized enterprises still take "family enterprise", "pop" majority, modernized, the standardized enterprise management idea has not been deeply rooted in the enterprise management, under such background, "NVC storm" has caused the industry profound reflection: how does the entrepreneur reasonably introduce the capital to participate in the corporate governance? Top "the Barbarians at the door "How does a hat private-equity investment Organization (PE) play a more popular role in the process of sharing the results of an enterprise?"

"Lovers" and "enemies"

In the investment sector, there has always been a "investment enterprise is in love with the enterprise" argument. I have to say, the metaphor is very vivid. Entrepreneurs and investors never realize that contact to understand each other, ultimately make the decision to combine or not, in the process, some just saw one side after the hastily ended, and some is entangled for a long time still no results, only a handful of a pair can finally "happy knot marriage."

In fact, a successful combination does not mean a good result, it is only the beginning of the docking of enterprises and capital. Once the enterprise and capital agree with each other, the growth of the enterprise will have the hope that with the capital input of fresh blood, in the shortest possible time to shake off competitors, a ride of dust, and capital will also win a huge profit. But if it is after a short honeymoon period, business and capital began to bedfellows, it is possible to quickly become enemies, tangled, enemies. Rich investment and NVC lighting are typical examples.

The NVC incident was interpreted as a dispute between the founder and the investor in controlling the power. However, in the dispute over the control of equity, there is actually a rule, the concept of differences and competition. Compared with the last battle of the controlling power, this kind of divergence and contest is more frequent and far-reaching, even through the combination of enterprise and capital.

In the NVC incident, the dispute between the founder and the investor has occurred before the debate on the control of equity. There are reports that Wu Changjiang dare to bet, after listing in the company more powerful, for the board of the "rules" is very uncomfortable, often on the rise on the "more red line." One person close to the RESCO said that there were disagreements between shareholders over the business strategy. Once, Wu Changjiang to buy a British company, the board of Directors signed the agreement, after Yan ran to the UK to renegotiate, the result of the new agreement signed, the British company was bankrupt, NVC finally at a lower price to buy some of the company's assets. Afterwards, Yan commented on Weibo: "Why does China's private enterprises do little, and the enterprise's institutionalized, transparent management relationship is great." ”

As a professional investor, Yan's views also represent a lot of people in the venture capital, Li Wanshou, president of Shenzhen Innovation Investment Group, said: "In the course of our investment, the founder's behavior is not standardized, such as unauthorized decision-making without the discussion of the Board of directors, without authorization to proceed with the implementation, Misappropriation of company funds, privately related transactions, etc. We want our companies to distinguish the boundaries of their actions. In addition, the investor, the minority shareholder's sovereignty consciousness also should be in place, must unite to defend own interest, dares to investigate the big shareholder to violate the problem. ”

Balance of corporate governance

NVC storm, on the surface is a founder and investors in the internal dispute, but the essence of corporate governance structure is to balance a process.

Domestic small and medium-sized private enterprises, the founder of most of the grassroots, not standardized phenomenon is more common. Long-term and small and medium-sized enterprises to deal with the East Rich Sea Chairman Chen once in a forum blunt: China's private enterprises 99% have tax problems, so tax is the private enterprises in the listing and improve corporate governance process must be solved. The Shenzhen Stock Exchange recently released a tax on the data also argued the small and medium-sized tax is not standardized, the small and medium-sized enterprises in the reform and listing of the average replenishment tax about 7 million yuan. "Retail, consumer and other industries of small and medium-sized enterprises, tax evasion is very common, the two accounts, not counting and Shing also many, often once the norms need to pay taxes, profit is less a big chunk." "A staff of an investment agency in Shenzhen told the Securities Times reporter.

In view of the problems of corporate finance and tax norms, investment institutions generally help small and medium enterprises to establish perfect internal control system, perfect corporate governance structure, perfect shareholder meeting, board of Directors and supervisory Board, etc. In addition, investment institutions can also help SMEs strengthen financial management and improve their financial management level by recommending and dispatching financial controller. According to the aforementioned investment institutions, if it is the first round of the main vote, they will be stationed a director or a supervisor, to help enterprises establish a sound board system, the role of supervision and regulation.

However, from the corporate side, the tax code alone, it is easy to get used to the "one person in charge" founder not adapt. Dangdang CEO Guoqing has disclosed his own and board system collision between an example. At a board meeting a few years ago, some directors criticized guoqing for lending 80,000 yuan to an employee without authorization. The reason given by Guoqing is that the employee's father in the rural home is badly in need of money treatment. The director insists to act according to the system, Guoqing unexpectedly requests the board of Directors to revise the system, gives him the right to borrow money small, but reflects the private entrepreneur who started at the grassroots level, and in the process of normalization, the inevitable process of collision with the capital being introduced.

In addition to such factors as tax norms, the founder and investor disputes caused by strategic differences are more common, become the founder out of the "number one killer", such as Red Child founder Li Yang's exit, Cool NET Chairman and CEO Hou Yu Xinjiang sadly departed ...

Whatever the final outcome of these disputes, it is undeniable that capital plays an important role in the normative development of entrepreneurial enterprises. Some investors even laughed: the first round of financing for startups was a preview of a public offering of IPOs.

Some experts also said that the entry of capital can promote the investment company's compliance operation and transparency, establish a good corporate governance structure, to ensure that the board of Directors of the company's strategic guidance and effective supervision, such practices can help enterprises to establish and improve the modern enterprise management system, the implementation of efficient and transparent management, Enable enterprises to obtain a broader market resources and development channels, rapid and capital market docking, and ultimately achieve enterprise success.

Set the VC shareholding limit

"After the NVC incident, we went out and made an investment, and the entrepreneur could be more alert." "said a senior investor at a prominent Shenzhen venture capital agency.

According to its introduction, in foreign countries, such as Sequoia, Blackstone, such as the final holding of investment enterprises to invest in a number of cases, but from the domestic level, the general proportion of investors are relatively low, in particular, the current competition for project resources, few investment institutions can hold a large proportion of shares. "On the one hand, the investment agency does not want to invest too much money on a project, unwilling to put eggs in one basket; On the other hand, the ultimate goal of a venture-holding company is to gain more benefits, and if the lack of expertise is unlikely to be better than the founders, the willingness to hold large stakes is therefore not particularly strong. "From this point of view, although many disputes have erupted in the industry, there is absolutely no need to be alert to the introduction of capital for startups that are in dire need of development funds in the early stages of growth," the person said.

In fact, the start-up enterprises can completely through a special proportion of equity set, so that "venture capital (VC) holding" model. It is reported that after the outbreak of the NVC incident, "can not let VC holding" has begun to become some entrepreneurs to introduce capital principles.

It should be said that the adoption of such a practice has long been. Well-known internet companies Baidu is a typical example. "Do not easily give the initiative to investors, in the process of entrepreneurship, no one will be charitable." "In order to keep control of Baidu, Li even deliberately lowered the amount of financing and the share of the public offering, and set up checkpoints in all the channels, even if potential acquirers bought most of the original shares and could not have enough voting rights on the board."

In addition, even if there is no checkpoint, entrepreneurs can set the VC shareholding limit, the enterprise's control firmly grasp in their hands, to avoid being kicked out of the event.

On the contrary, "VC holding" is not entirely undesirable, as long as it does not violate the laws and regulations, VC access to investment in corporate control is understandable. Examples of multiple securities markets such as the United States and Singapore also show that let the proficient founder of the business, although it is customary, but does not mean that "VC holding enterprises will collapse", on the contrary, because VC has a rich network and mature capital operation ability, as long as can recruit qualified professional managers, Enterprises can also embark on a high-speed development of the road.

Record of creation and founder of Enterprise

Case 1: "NVC Storm"

May 25 this year, NVC Lighting Bulletin said the company founder Wu Changjiang for personal reasons have resigned to all the company's duties. Yan, the company's investor, a non-executive director and founding partner of the Asia Fund for the race, took over as chairman, and Zhang Kaipeng, from Schneider Electric, took over as CEO. The sudden departure of Wu Changjiang caused a lot of speculation and controversy.

Case 2: South Beauty Ding Hui's enemies

Ding-hui invested in the Jiangnan investment in the "sky-high price", the investment agreement, there is a bet on the terms: the two sides agreed, if Qiao Jiangnan can not be listed, ding-hui has the right to withdraw from investment, and asked the original shareholder of Jiangnan High premium repurchase Ding Hui's equity. So when the south beauty market was frustrated, Ding Hui asked Zhanglan to repurchase shares at a high price. Zhanglan to the media that the introduction of Ding Hui investment is the company's major decision-making errors, Ding Hui not only did not bring a great return to the company, but diluted a large part of the shares.

Case 3: Affordable Herbal Events

Affordable herbal medicine is actively landing in the capital market, but behind it is with today's capital separate. Affordable Herbal Chairman Feng had in the interior of the big scold today capital President Xu is a liar, the top of the real Kungfu, NetEase and other projects venture capitalists to let them eat a loss.

Case 4: Post-Valley coffee dispute

Originally aspiring to create "Chinese coffee first" after the Valley coffee, in the introduction of investors, not only to achieve the established development strategy, but faced with the risk of capital chain rupture, and into enough to bring down the company's disputes. Investors accuse the valley of using money too casually, after the valley is called the chairman Xiangsiang into the telephone can also dial, not as the rumor said "has been flight funds flee", the investor's goal is to obtain the control of the Valley coffee, the accusation is not the truth, but is the investors brought endless disputes, so that enterprises now face survival dilemma.

Case 5: Red Child founder Runaway

Red Child is a franchise of mother and child commodities, the electric dealer, has attracted the Kai Peng Hua Ying, the Northern Lights and many other well-known venture into the venture, after the investor and the founder of strategic differences, founder Li Yang was forced to flee.