King of Capital

The whole eight directions were dark, and the flat land became a river.

Yan Wenhua had the authority to pass through the company's access control, but he didn't know where to go. He wandered aimlessly in the public office area for a long time and finally returned to the office.

"Mr. Yan, these are the spring recruitment quotas our department has planned. Human Resources needs your signature." The assistant handed over some documents.

The Chinese New Year came late this year, and the spring break ended in mid-February. The work for the first quarter was piling up and there was a lot to do.

Despite her busy schedule, Liu Qing did not forget to keep a firm grip on the Human Resources Department. The signing authority for spring recruitment was upgraded, and all work was cross-reviewed by the heads of each department, the Human Resources Department, and the President's Office.

Busy as he was clearing out piles of folders, Yan Wenhua gradually calmed down and stared at the mobile phone on the table.

At first, he joined Didi as a major shareholder. Gong Dou Shengli kicked Zhu Jingshi to Southeast Asia to develop the market and promoted him to senior partner holding 0.52% of shares.

However, he was not able to enter the board of directors. The third director seat in the management team other than Cheng Wei and Liu Qing was temporarily vacant, and the former exercised voting rights as chairman.

Yan Wenhua was calm about this. Taihe Xiyou took up two of the seven board seats, and all parties could not accept the possibility that Xie Jingxing had three votes.

It is very reasonable that Liu Qing deceived and concealed the truth in person this morning to prevent him from informing his good brother.

"Hey, Jingxing, did you receive the message?"

Yan Wenhua suddenly stood up from the table, walked to the office window, and slowly and firmly grasped the mobile phone.

Xie Jingxing quickly answered the phone and said without hesitation: "Are you talking about the acquisition of Uber China? I just finished the board meeting. I am on my way back to China. There will be an extraordinary shareholders meeting tomorrow."

"When will you arrive in Beijing? I received a notice from the regulatory authorities today that may affect the M&A decision. I don't know the details of the M&A plan and I can't explain it clearly over the phone." Yan Wenhua explained bluntly.

Xie Jing Xing fell silent. After a few seconds, he replied calmly, "I will be there very late. Please talk to Cheng Wei first and we will discuss it at the shareholders' meeting tomorrow."

"...Okay, be careful on the road."

"See you tomorrow."

"See you tomorrow."

Yan Wenhua loosened the phone that he had been tightly holding in his palm, and his shoulders slumped unconsciously and he lowered his head in silence.

It was not until the sun set outside the window that he moved his numb legs back to his desk, opened his computer email and started typing on the keyboard.

Based on Didi's valuation of US$300 billion in this round of financing, 0.52% of the shares is equivalent to US$1.56 million.

The shares themselves are worth a fortune, but the management power in hand is worth even more.

To a certain extent, as long as the interests of major shareholders in the capital market are met, the core management can make money for themselves from the business level.

This has been an unspoken consensus among mobile Internet companies in recent years. Rapid development has led to extreme dilution and dispersion of equity, and the founders have relied on super voting rights to control the company, resulting in an imbalance of interests due to low shareholding ratios.

This is also true for venture capital firms, where valuations of projects are often in the hundreds of millions of dollars, and LPs and founders are making a lot of money.

As a fund manager, do you have to wait seven or eight years for the project to be successfully exited before you can get a little dividend?
Stop joking. Why don’t I give you a few points of investment rebate immediately and introduce you to a canteen contractor who is fully skilled in technology. I guarantee that your employees will laugh when they eat.

The world is bustling with people pursuing profit, and human nature is the unchanging and eternal melody in commercial investment.

Perhaps Cheng Wei and Liu Qing repeatedly competed internally for management rights and balanced the management rights between shareholders and the board of directors. Their original intention was simply to think that the company would develop better if it was in their own hands, but they personally benefited a lot from it.

From the platform's recruitment of third-party regional agents for operation to the dozens of investment and acquisition decisions each year, Didi has suffered huge losses of over 10 billion RMB, and it has to support more than just drivers and users.

Now Yan Wenhua is the third position in the management team and is also quietly affected by this abnormal ecology. Therefore, when he joins the board of directors, Xie Jingxing may only get three votes, but it is not certain...

In this case, let’s dig our heels in and put them on the table to see who is better for the company.

[Based on the discussion experience of participating in the formulation of the current "Draft for Comments on the Online Car-hailing Industry", it is expected that relevant units will propose further regulatory policies for the mature market during this year's Two Sessions...including but not limited to all-round adjustments such as market competition and local supervision.

Didi should fully embrace regulation, adjust strategic expectations in a timely manner, and fully enhance the competitiveness of the platform - Didi Strategic Development Division, Yan Wenhua. February 2016, 2. 】

The last ray of light outside the window disappeared, and the night enveloped the sky. Yan Wenhua clicked the mouse, and a prompt sounded, indicating that the email was sent successfully.

Recipients: All Didi executives, board members, and shareholders.

"Boss Yan, is it convenient for you now?"

Half an hour later, Liu Qing pushed the door open.

Yan Wenhua tapped the table with his fingertips: "I said I would report to President Liu this morning. I was just about to go find you."

"..."

Liu Qing was speechless and forced himself to stay rational: "Does your judgment have any basis to support it? Isn't it questionable that the work has not been reported to the whole committee by the decision-making committee?"

"There are probably two aspects: restricting platforms from burning money to compete below market prices, and improving the uniformity of local supervision and the standardization of regulatory powers."

Yan Wenhua calmly explained: "Today is February 2th, and the two sessions will be held on March 15th. There are still about 3 days left. This year's Chinese New Year is late, so time is tight. I just summarized the latest situation."

As for the so-called summary, Liu Qing, as a related person, knows very well that this information channel cannot be confirmed.

It is difficult to say when Yan Wenhua will grasp the latest direction of regulatory changes, but the two sessions are just around the corner!
"Boss Yan, it's not easy for us to get together to start a business."

Liu Qing muted her frequently vibrating phone and advised earnestly: "If you have any opinions on the decision to acquire Uber, just speak up. Mr. Cheng and I both hope that you can deeply integrate into the management team and work side by side with us."

"I went to talk to Mr. Cheng this afternoon and it was actually just a misunderstanding in communication. There is a need for confidentiality in the merger and acquisition process, which is understandable." Yan Wenhua was indifferent.

The matter was urgent, and Liu Qing decisively chose to show his hand: "Your email has a great impact on the progress of the merger and acquisition. Many people called me to ask about the matter, but I know nothing now and can't answer them."

"What do you need to answer?" Yan Wenhua asked, listening carefully.

"Assuming that the regulatory policy is adjusted, how much will the compliance operating costs of the Didi platform increase? And how much more difficult will it be for competitors...specifically Uber China, to obtain regulatory approvals?"

Liu Qing raised her phone to indicate: "Based on these changes, can our merger and acquisition successfully pass the commercial monopoly review? Whether the entire merger and acquisition decision takes into account the expected regulatory adjustments."

"Mr. Yan, there is a serious barrier to communication between us. How should we face the shareholders' inquiries at the extraordinary shareholders' meeting tomorrow morning?"

She was really anxious, and pointed out the problem bluntly in an attempt to break the internal chain of suspicion and have an effective dialogue.

Yan Wenhua still gave a cold and clear answer: "Uber China's operating costs will definitely be higher than ours in the future."

In fact, in terms of business, China is more like a federation of regional economies than the federal states of the United States. From the 80s to the present, local protectionism is mixed with regional economic differences, and various factors have led to the failure to form a national unified market.

The "Draft for Soliciting Opinions on the Online Car-hailing Industry" formulated by the regulatory authorities has not yet been fully implemented in the 256 cities covered by Didi's business, and the same will be true if the relevant policies are adjusted again.

This means that among the platforms, there are more than 200 places with their own set of evaluation criteria for regulatory requirements, such as not spending money below market price to compete.

Thinking in reverse, Didi is a local industry giant, while Uber China is a multinational company that needs mid- and senior-level management staff with full English speaking ability. For example, when a person's second language professional level reaches the native level, his or her thinking logic is bound to be deeply affected. A sentence that is characteristic and theoretically acceptable but not in principle is enough to be pondered for several days.

It can be predicted that in the future, if Didi spends 1 yuan on operating costs, Uber will have to pay 1.5 yuan or even more to maintain competitive effect.

"As for the approval of commercial monopoly involved in mergers and acquisitions, it is difficult to judge how the relevant departments will define it. Our department has been in contact with the regulatory authorities for a long time and follows the principle of specific handling of specific cases."

Yan Wenhua stated in an orderly manner, paused for a moment and smiled: "If there is a unified standard, my department will have no value."

"Because I don't know the details of the merger and acquisition decision, I can only explain these few questions."

He told everything without reservation, destroying Liu Qing's last glimmer of hope.

Having said so much, in short, the acquisition price that was painstakingly negotiated in the morning suddenly became inappropriate when Yan Wenhua sent this email.

It's a mixed bag. Didi has the bargaining chips to lower the price again; at the same time, the pro-belligerent shareholders, led by Xie Jingxing, will surely take advantage of the situation and exert tremendous pressure tomorrow.

"Mr. Yan, I have worked at Goldman Sachs for more than ten years and I understand investors' thinking very well. They only pursue the maximum return on investment."

Liu Qing gathered his thoughts and regrouped, and said frankly: "On this basis, you and Mr. Xie have been friends for many years. Do you think he agrees with the merger?"

"I agree to end the competition as soon as possible, as long as the conditions are right." Yan Wenhua answered the question irrelevantly.

Liu Qing paused for a moment and continued, "Cheng Wei is the chairman and I am the president. Together we hold 40% of the voting rights. The entire management team bears the responsibility and power for Didi's operations. There is no obligation to report every detail to individual shareholders in advance before formally initiating a major resolution."

"I understand what you mean." Yan Wenhua did not comment.

Liu Qing went further: "We are responsible to all shareholders. We will bring the M&A plan that we have worked hard to obtain to the shareholders' meeting. If it is approved, we will implement it. If it is not approved, we will give up. It is very simple and we don't need to make things complicated."

"Yes, that's right." Yan Wenhua treated it patiently.

Liu Qing said seriously: "So dragging your feet and wasting time is irrational and irresponsible."

"You and Cheng Wei think I listen to Xie Jingxing, and he thinks I'm on the same wavelength as you two."

Yan Wenhua finally responded and sighed, "The truth is that I am stuck in the middle and have no idea about the merger plan. I have no choice but to send a public email."

"Don't worry about it. Hurry up and ask Cheng Wei to come and discuss ideas. We'll have something to discuss at the shareholders' meeting tomorrow."

He glanced at the time on the screen, took out his phone, opened Meituan and ordered takeout for dinner. He had to stay up all night tonight. What would Xie Jingxing do at the shareholders' meeting tomorrow?
It doesn't matter. This guy is always difficult to deal with.

Liu Qing was stunned for a moment, looking at Yan Wenhua doubtfully, and the pressure in his heart was slightly relieved, and his fighting spirit was ignited.

…………

Late at night, Xie Jingxing flew from Singapore to Beijing.

Because the incident happened suddenly, all shareholders including Liu Chih-Ping and Peng Lei went to Beijing temporarily, and arrived one after another since the evening.

Zhu Xiaohu temporarily created a WeChat group chat and asked everyone to meet in advance to unify their thoughts in order to avoid any embarrassing situations at tomorrow's meeting.

Some people buy it while others are too lazy to care. Maybe at this moment some shareholders have gone to Didi to communicate with Cheng Wei and Liu Qing. How can they be united on the front?

Xie Jingxing belonged to the latter. He declined the group gathering and traveled to a hotel near Didi’s Zhongguancun headquarters.

"coming."

Liu Chih-ping met him in the hotel lobby and greeted him with two dry words.

Xie Jingxing nodded: "You just arrived?"

There was a bit of silence, and the two just stared at each other in silence. Liu Chih-ping smiled helplessly and got straight to the point: "It was caught off guard, it was very sudden."

"I'm used to it." Xie Jingxing smiled knowingly.

First, Cheng Wei decided to drive to Tibet late at night, and then this merger and acquisition was initiated on short notice.

The same thing happened in the original timeline. Didi ignored regulatory dissuasion and quietly listed on the U.S. stock market. It was hit hard and delisted from the U.S. stock market. Before the shareholders' meeting voted, it publicly announced the delisting plan.

It's a mixture of past and present lives, interspersed with various not-so-small episodes such as the introduction of Liu Qing, the restructuring of the VIE equity structure to suppress small shareholders, and the Didi/Uber/Shenzhou Liu family.

This company and the people who run it are full of themselves from the inside out.

"Yan Wenhua and Cheng Wei are at odds with each other," Liu Chih-Ping probed.

Xie Jingxing raised his eyebrows: "I don't know."

"In this case, Uber China is not worth 20% of the shares, plus a strategic investment with a valuation of US$650 billion?" Liu Chih-ping continued.

"If Didi management thinks it's worth it, they should give a reason tomorrow."

Xie Jingxing turned around and handed the luggage to Chen Xi, asking her to go to the front desk to check in. He turned around and added, "Of course, the reason of hoping to end the competition as soon as possible through mergers and acquisitions cannot support the premium of the merger and acquisition transaction."

At noon, the board of directors' management voted three times and Alibaba and Tencent voted two times to initiate the process of acquiring Uber China. Taihe Xiyou abstained from voting and did not express its position.

Mergers and acquisitions put an end to the intense competition, and rivals could not be found even with a telescope. The status of pure financial investment shareholders was reduced, and the Cheng-Liu duo reached the peak of their voice with a 93% market share.

Liu Chih-ping saw clearly: "You don't support mergers and acquisitions?"

"Why? Because I'm a warmongerer, an arms supplier, or some financial marshal?"

Xie Jing Xing asked back, pursing his cracked lips: "I'm just a venture capitalist."

"Zhu Xiaohu is discussing with some shareholders. Some people have weakened confidence in Didi's management. Yan Wenhua's email caused a catastrophic mistake in the entire merger proposal." Liu Chih-ping eased the situation with difficulty.

Xie Jingxing was unusually calm and indifferent: "Yes, it can be basically confirmed that my decision to invest in Didi was a failure."

"I don't understand what you mean."

Liu Chih-ping is puzzled that whether or not Didi acquires Uber China will not affect its overall good development trend.

In a few words, Chen Xi checked in and Xie Jingxing ended the conversation without any explanation.

I went into the hotel room, put my luggage in place, rolled up my sleeves and unbuttoned my collar, picked up a big bowl of plain noodles to fill my stomach, and the steaming hot water dispelled the coolness and made the sweat on my forehead.

"Ding."

The crisp sound of the silver Dupont lighter being opened was clear, and Xie Jingxing flicked his thumb to light the flame, exhaling a long stream of smoke. (End of this chapter)