This article LTG
GoldRock is here to talk to you what to gamble
Gambling is a financial academic term. The full name is a gambling agreement. It is a series of financial terms listed by investors and financiers when they reached an agreement, and the two parties have a series of financial clauses listed to ensure their respective interests.If the agreed conditions appear, investors can exercise a right; if the agreed conditions do not occur, the financier exercises another right.Therefore, the gambling agreement is actually a form of options.
The root cause of the gambling agreement lies in the asymmetry of investors and financiers' information.In the process of investment, the financing party's equity of the company can get higher valuations, while investors are opposite.Based on the asymmetry of information, the different expectations of the two parties need to be balanced. In order to reach a transaction as soon as possible, the method of valuation of the after -to -China plan is a standard.In accordance with high valuation, investment funds or holding equity are calculated, otherwise, if the above standards are not met, the investment funds are calculated based on the low valuation or returned some investment funds, or the amount of equity occupied by the fund in the investing company is adjusted.Through the design of the terms, the gambling agreement can effectively protect the interests of investors, but due to various reasons, the gambling agreement has not yet become a system settings in the Chinese capital market and is not often adopted.However, in international enterprises' investment in domestic enterprises, the gambling agreement has been widely adopted.In the investment and mature enterprises investment in entrepreneurial enterprises, there are cases of successful application of gambling agreements, and in the end, enterprises have also achieved good results.
Applications in entrepreneurial enterprises
Morgan Stanley and other institutions invest in Mengniu, which is a typical case of gambling agreements in entrepreneurial enterprises.
In January 1999, Niugen Sheng founded "Mengniu Dairy Co., Ltd.", with a registered capital of 1 million yuan.It was renamed "Inner Mongolia Mengniu Dairy Co., Ltd." (hereinafter referred to as "Mengniu Dairy").At the end of 2001, when Morgan Stanley and other institutions were in contact with them, Mengniu Dairy Company was established for less than three years, and it was a more typical entrepreneurial enterprise.
In June 2002, institutional investors such as Morgan Stanley registered Cayman in the Cayman Islands.In September 2002, the sponsor of Mengniu Dairy established Taurus in the British Virgin Islands.On the same day, the investors, business contacts and employees of Mengniu Dairy registered the establishment of Silver Cow.Taurus and Silver Cow each acquired 50%of the Cayman Islands Company at a price of $ 1, and then set up Cayman's wholly -owned subsidiary -Mauritius.In October of the same year, three international investment institutions including Morgan Stanley injected about 25.97 million US dollars (equivalent to about 210 million yuan) to Cayman, obtaining the company's 90.6%equity and 49%of the voting rights.Investment in Maourius was finally exchanged for 66.7%of Mongolian Mongolian Dairy Dairy, and Mengniu Dairy also changed to a joint venture.
In 2003, investment institutions such as Morgan Stanley signed a "convertible shares" similar to the domestic securities market convertible bonds. The future conversion price is only 0.74 Hong Kong dollars/share.Through the "convertible shares", it injected 35.23 million US dollars to Mengniu Dairy, equivalent to RMB 290 million."Convertible shares" is actually the bullish options of stocks.However, the level of option value eventually depends on the future performance of Mengniu Dairy.If Mengniu Dairy has a good future performance, the high -end value value of "convertible stocks" can be fulfilled; otherwise, it will become a waste paper.
In order to enable the expected target of appreciation, investors such as JP Morgan Stanley signed a gambling agreement based on Mengniu management.The two sides agreed that from 2003 to 2006, the compound annual growth rate of Mengniu Dairy was not less than 50%.If it is not available, the company's management will be lost to Morgan Stanley's shares of about 60 million to 70 million shares; if the performance growth has reached the goal, Morgan Stanley and other institutions will take out their corresponding shares to Mengniu to Mengniu to MengniuManagement.
In June 2004, Mengniu's performance growth reached the expected goal.The options of the "conversion text based on Morgan Stanley" are worthy of redeeming. When the conversion of the stock conversion is more than HK $ 6 or more; the shares of the Mengniu Dairy Management shares are also fulfilled.Morgan Stanley and other institutional investors have invested in Mengniu Dairy's performance in gambling, making all parties a winner.
