Liu Xingyu, an equity consultant

listens to the wind and rain at night, and the iron horse falls asleep

I. The role of equity structure design

The role of equity structure design is to clarify the rights, responsibilities and benefits of partners, help the stable development of startups and facilitate the financing of startups. In addition, the ownership structure is not only a major factor affecting the company's control, but also a necessary condition for enterprises to enter the capital market.

Therefore, behind the representation of the ownership structure of start-up enterprises, there are hidden or reflected various resources needed for the survival and development of start-up enterprises, such as teams, technologies, capital and channels. Therefore, the design of equity structure is to consider how to find the resources needed for enterprise development, and combine these resources reasonably to realize the win-win situation between enterprises and stakeholders.

second, what is the shareholding structure

the shareholding structure refers to the proportion of shares of different nature in the total share capital of a joint-stock company and their relationship. Equity refers to the rights and interests of stock holders corresponding to the proportion of shares they own and the right to assume certain responsibilities. The right that can be claimed to the company based on the status of shareholders is equity.

the ownership structure is the foundation of the corporate governance structure, and the corporate governance structure is the concrete operation form of the ownership structure. Different ownership structure determines different enterprise organizational structure, thus determines different corporate governance structure, and ultimately determines the behavior and performance of enterprises.

the formation of ownership structure determines the types of enterprises. The proportion of capital, natural resources, technology and knowledge, market and management experience in the ownership structure is impacted by the development of science and technology and economic globalization. With the formation of global network and the emergence of new enterprises, technology and knowledge account for an increasing proportion in the ownership structure of enterprises. The development of society will eventually move from "capital employment labor" to "labor employment capital". Human capital enjoys the operating results with its unique status in the enterprise, and enjoys the residual claim right with the capital owner. This is the great power of scientific and technological power, which makes knowledge capital the most important capital that determines the fate of enterprises.

finally, the ownership structure can be changed, but the internal driving force of the change is the development of science and technology and the change of production mode. It is of far-reaching significance for enterprises to choose a suitable ownership structure.

iii. types of equity structure

(1) unitary equity structure

unitary equity structure this refers to the integration of equity proportion, voting rights (voting rights) and dividend rights.

under this structure, the rights of all minority shareholders are determined according to the equity ratio. This is the simplest ownership structure, and what needs to be avoided is the company deadlock! In fact, there are several voting rights "nodes":

1 means that one shareholder holds more than 33.4% of the capital contribution;

2. There are only two shareholders, and the contribution ratio of both parties is 51% and 49% respectively;

3. The proportion of capital contribution by one party exceeds 66.7%;

4 there are two shareholders, and the contribution ratio of each shareholder is 51%.

here, the third proportion of capital contribution means that the company will not form an impasse under any circumstances, because the proportion of voting rights has reached more than "two-thirds", and an effective company resolution can be unilaterally formed on any voting matter, unless the articles of association set a minimum limit on the number of shareholders who must "agree". The worst is the fourth ownership structure. Under the mechanism that two shareholders each hold 51% of the voting rights, it means that any resolution made by the company must be unanimously agreed by both parties.

(2) Dual shareholding structure

Dual shareholding structure refers to the arrangement of unequal proportions among the shareholding ratio, voting rights (voting rights) and dividend rights, and the separation of shareholders' rights.

after the revision of the company law of our country, it is stipulated that the articles of association can stipulate that the same share has different rights. Of course, under a joint-stock company, only different types of shareholders can design this way, and the rights of the same share should be the same. This kind of architecture design is suitable for those co-founders who need to give dividend rights to some partners, but give decision-making rights to the founders. This ownership structure is very common in foreign countries. For example, Facebook has clearly divided the equity into A shares and B shares in its IPO prospectus. Zuckerberg maintains control of the company by holding a large number of B shares with high voting rights;

(3)4×4 shareholding structure

4× 4 shareholding structure This is to divide the shareholders of the company into four types, namely, founders, partners, employees and investors, and make overall arrangements for their rights to achieve the five goals mentioned above.

This term is a metaphor. Most people should know what 4X4 means. Of course, it is not equal to 16. It refers to the four-wheel drive of a car. For example, you can think of every startup as a car. The industry you start a business in is the track, and the founder is the racer. Entrepreneurial innovation is essentially a competition. Whether it is cross-country race or F1, entrepreneurs, as racers, must have a good racing car, and it must be a four-wheel drive, which has sufficient power and strong ability to overcome difficulties and resistance. However, in reality, many startups are still a bicycle or a tricycle. Four types of such shareholders constitute a 4X4 structure, but only the structure is not enough. For example, you have four wheels, but you are still a QQ.

There are three main steps in the design of 4x4 equity structure:

Step 1: Divide the share of the company's equity into investors and founders;

step 2: consider distributing the remaining cakes to partners and employees, and subdivide the shares that each person deserves according to his personal contribution to the company;

Step 3: Check for leaks and fill gaps, and see if there is any irrationality in the equity obtained in the previous two steps, and make adjustments.

IV. Focus on the analysis of 4X4 equity structure design

Because the relatively popular equity structure design in China is 4X4 equity structure design, the following is a brief introduction: 4X4 equity structure design

(1) When designing equity, consider these issues first (that is, consider the following issues before cutting the cake)

What type of enterprise does our company belong to? (human-driven, capital-driven, resource-driven, etc.)

What is the core resource for the development of an enterprise?

(Note: the resources needed by an enterprise can be divided into: ① funds ② relationships, including personal connections such as providing customers, investors, partners, or consultants for the enterprise ③ intellectual property rights ④ infrastructure needed by the enterprise such as office buildings, workshops, equipment workshops, etc. ⑤ human resources ⑤ ideas and creativity

Who can provide these resources needed by the enterprise?

what resources do enterprises have at present? What resources are needed for future development? Of all the resources, which are needed by the enterprise for a long time and which are met by the enterprise at one time

How can we ensure that the enterprise has the required resources?