Dameng Database is about to be listed as the first domestic database stock. As of the signing date of the prospectus, Feng Yucai, Dameng’s actual controller, directly held 10.1872% of the shares, and the final beneficial share was only 12.32114%.
Feng Yucai indirectly controls 28.0847% of the voting rights through 8 shareholding platforms including Mengyu Technology, Shutianyun, Deterbest, Shujuyun, Huimengyuan, Shuan Technology, Mengda Huijia, and Shujutong; through and management The team's concerted action relationship controls 2.2807% of the voting rights; therefore, it controls a total of 40.5527% of the issuer's voting rights.
In Dameng's complex equity structure, what are the uses of the many "partnership" shareholders, and what is the meaning of the concerted action relationship formed by several other natural person shareholders?
Partnership shareholders are usually used by entity companies as an employee shareholding platform, which not only allows employees to enjoy equity and dividends, but also avoids the dilution of the company boss's control rights, causing problems such as company equity complexity and management difficulties.
A partnership enterprise refers to a for-profit organization in which each partner enters into a partnership agreement to jointly contribute capital, jointly operate, share profits and risks, and bear unlimited joint and several liability for corporate debts.
partner:
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Partners in a partnership can be natural persons or companies.
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Partners are divided into: General Partner (GP) and Limited Partner (Limited Partner, LP).
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GP is responsible for the operation and management of the enterprise and assumes unlimited liability, while LP is more like an investor and does not participate in the operation of the enterprise. It only contributes money (it can also be other assets, such as land use rights, technology, intellectual property rights, etc.) but does not contribute and only assumes limited liability. .
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For example, if a company is not operating well and owes 10 billion in debt, if the LP invests 50,000 yuan, then he only needs to bear 50,000 yuan of the debt; and even if the GP only invests 10,000 yuan, it must repay all the remaining debts, because the GP has huge responsibilities. The power is equally huge. He is the decision-maker of the enterprise and has absolute control over the enterprise.
Partnerships generally do not have legal status and do not need to pay corporate income tax, only personal income tax (so they can also legally avoid taxes through appropriate operations).
There are two major types of partnerships, general partnerships and limited partnerships. The two have the following differences:
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There is only one type of general partner in a general partnership, while a limited partnership must include both general partners and limited partners;
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In a general partnership, all partners jointly and severally bear unlimited liability; in a limited partnership, only the general partners bear unlimited liability, and the limited partners bear limited liability;
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There is no upper limit on the number of persons in a general partnership, and the number of persons in a limited partnership cannot exceed 50;
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A general partnership may not agree to allocate all profits to some partners or bear all losses to some partners, but a limited partnership may agree on its own.
There are more than a dozen "limited partnership" shareholders in Dameng's data, most of which are employee shareholding platforms. For example, Shutian Cloud, although Feng Yucai’s investment accounted for only 1.1%, because he is the general partner and the actual controller of Shutian Cloud, the voting rights obtained by Shutian Cloud’s 4.56% stake in Dameng are actually Feng Yucai’s. All; and there are 8 shareholders of limited partnerships controlled by Feng like Shutianyun. These companies give Feng a total of 28.0847% of the voting rights.
So why are there so many employee-owned limited partnerships? One of the key factors is that the number of partners in a limited partnership is limited to 50, so one such company can provide stock-holding services to 49 employees. . For example, Shutian Yunzhong has a total of 32 partners, Deterbest has 26 partners, Shujuyun has 47 partners... The total number of partners has exceeded 200, which should cover the core personnel of various departments of Dameng.
If employees are allowed to directly hold shares, then employees will have the right to know the company's key information and the right to vote as shareholders. If there are too many shareholders, corporate management will inevitably face great difficulties and risks. But even though eight employee-owned limited partnerships have been established, Dameng still has 32 shareholders.
In addition to the limited partnerships of the employee stock ownership platform, Dameng shareholders also have several limited partnerships with corporate status, such as Wuhan Huagong Mingde Advanced Manufacturing Venture Capital Partnership (Limited Partnership), Qihang Juli Innovation (Wuhan) Equity Investment Fund Management Partnership (Limited Partnership), Wuhu Xinyan Investment Management Partnership (Limited Partnership), Hainan Xinrun Phase I Private Equity Partnership (Limited Partnership), Ningbo Meishan Bonded Port Area Fengnian Junhe Venture Capital Partnership (Limited Partnership) partnership). Basically, they are some private equity fund agents. Of course, some central state-owned enterprises and government funds are also behind them.
concerted action relationship
The simple meaning is to sign an agreement with restrictions and explanations: We are employees of the boss. Although there are direct shareholders among us, we all listen to the boss. When disagreements arise, the boss’s opinion shall prevail.
During the reporting period, Feng Yucai had a de facto concerted action relationship with Han Zhuzhong, Zhou Chun and others, with Feng Yucai's opinion being the final voting opinion. In order to further clarify the above-mentioned concerted action relationship, Feng Yucai, Pi Yu, Han Zhuzhong, Chen Wen, Zhou Chun, Wang Ting, Fu Quan, and Sun Weilin signed the "Concerted Action Agreement" on November 1, 2021. The main contents are as follows:
<1>The concerted action arrangement is valid from the date of signing this agreement to six years after the listing of Dameng Data; (Feng Yucai should have been 86 or 87 years old at that time, and I don’t know if he is still serving as the chairman of Dameng Data)
<2>When all parties exercise their proposal rights and voting rights at the Dameng Data board of directors meeting/shareholders meeting, Feng Yucai’s opinion shall prevail, and other parties shall remain consistent with it unconditionally.
Among them, the only direct shareholders are Han Zhuzhong and Zhou Chun. Feng Yucai once again has 2.2807% of the voting rights through the "Concerted Action Agreement". Together with his own direct equity and employee shareholding platform, they together constitute 40.5527% of the voting rights.
Among Dameng's direct equity interests, there are two persons acting in concert and eight shareholding platforms, all of which are actually controlled by Feng Yucai; but in addition, there are 21 shareholders, so its ownership structure is indeed somewhat complicated, which will also provide future opportunities for the company. Its development and management have laid some hidden dangers.