Partner entry and exit mechanisms

Partner entry and exit mechanisms
2021年08月19日19:48:40 0 460

Partner entry and exit mechanisms

I. Equity structure

Employee + Consultant 15% Investor 15% Partner 70%

The importance of the partner system:

Alibaba: Hong Kong's capital market requires the same shares, because the partner system is limited and can only be listed in the US. In contrast, Vantone only cultivated a bunch of excellent bosses, and Vanke trained a group of excellent professional managers. Enterprises no longer need professional managers, but business partners. Professional managers can create and share, but they cannot share.

The establishment of the shareholding structure is very important, and the company should lay a good foundation in the early stage.

Second, professional manager system and business partner system

Take Alibaba as an example: Ma Yun is the company's operator + business builder + cultural inheritor + at the same time a shareholder. The criteria for becoming a partner are: "Working in Alibaba for more than five years, with excellent leadership, high recognition of corporate culture, and positive contribution to the company's development, willing to do its best for the company's culture and mission."

Professional manager system vs. business partner system, the difference is:

Money is big vs people big

Single vs vs Corps

Sub-configuration vs. sharing system

Vote with your feet vs back to back, advance and retreat

Third, what is equity

Use non-equity incentives:

Project division: one project one knot

Virtual stock: Huawei is not really a full shareholding. Some employees are virtual restricted shares, and there is actually no voting rights, not real equity.

Options: Equity that is expected to be realized but not yet realized.

Restricted equity: cashed in installments, linked to performance, conditional recovery upon separation.

Real equity: must have both money and rights - dividends and voting rights.

Fourth, the criteria for finding a partner: colleagues and classmates?

What kind of person is suitable as a partner?

Learn from Xiaomi's case: the team is three bandits and five turtles. The Xiaomi team is based on the business model, and the main business is triathlon.

The gathering of partners requires the following factors:


Lei Jun and Lin Bin, kk made software, Wang Chuan, Zhou Guangping, and Liu De to do hardware, and Ali to do Internet services.

Entrepreneurial mentality

1 willing to take a low salary;

2 willing to enter the start-up business, early participation in entrepreneurship;

3 willing to pay for stocks. Directly respond to whether this person is optimistic about this company.

How did these partners come from? After a running-in team of partners, it was found to be suitable after running-in. The final core is passed by two people. Lei Jun and Ali and Wang Chuan are friends for many years; Lei Bin, the company acquired by Alibaba, represented google and UCweb on cooperation, and talked about it; Lei Jun wanted to invest in Meizu in the early days, and he made angel investment, Zhang Luoren with 5% equity and finally Lin Bin dug himself.

Looking for a partner's thinking - Liu Qin

Find someone this matter and test your depth of thinking about the direction of entrepreneurship.

Your strategy is unclear. In fact, if you can't find someone right, you can't easily convince people. The more you think about your strategy, the more clearly you describe the people you plan to find.

You have to convince a very bully person that he is very ambitious. If your ambition is not big enough, or even bigger than him, I think it is sick to join someone.

5. Carefully treat these people as partners.

Angel investor

Case: Xi'an has a client with insufficient funds: 300,000 partners and 700,000 investors, and the equity is distributed according to the amount of capital contribution. Two years later: 1. The shareholding structure is unreasonable: the team has both money and effort; 2. In the process of financing the whole process: no one dares to vote for this structure.


Collaborators and partners are different concepts. The founders invest small sums of money and investors invest large sums of money. Full-time full-time acquisition of equity, full-time binding four years mature.

Resource promiser

Case: 15% of the shares were given, and resources were not in place. How to recover equity?

It is best not to go wrong in the starting direction, and it is difficult to recover once it is wrong. Regardless of how small the equity is, the shareholders' meeting resolution is difficult to get back. Equity analogy relationship: long-term deep relationship. Binding the long-term large plate to the depth distribution relationship, earning 15% is his. Big things have to be discussed, and shareholders will decide.

Therefore, the resource commitment is a priority. It is recommended to adopt a cooperation model: project sharing - talk about interest sharing without discussing equity cooperation.

part time worker

Case: The CTO is equipped with a 20% stake and the two sides take the stock as the CEO.

Mobile Internet entrepreneurship is similar to the runway race, and a few are running out. It is not a part-time job that cannot be allotted, but it is recommended that the share system should not be allotted according to the partner system, that is, according to the employee option pool of 15%. A 1-2 point placement of an external consultant.


Early ordinary employees

It is not recommended to do employee equity incentives early, and employees do not care about options.

Early issue of incentives for equity:

1. High cost;

2. The incentive effect is poor.

It is not impossible to hold all the shares. It is recommended to grasp the rhythm, the cash flow is better or there is financing. The C round D round is clearly listed, and it is possible to engage in full shareholding. For example, Xiaomi will raise 50 billion US dollars in the next round. So these people can hold shares, but don't treat them as partners.

6. The company's shareholding structure

Model one

Founder (boss): 67% or more, accounting for two-thirds. There are two hurdles in control, 50% (mostly clapped) and two-thirds (absolute holding, all things)

Partner 18% (referred to as co-founder) employee option 15%

Suitable for partners who have core technology, their own entrepreneurial ideas, smashed most of their money, their own team's own technology. Case: Jingdong Liu Qiangdong

Even if it is a technology partner, the Tencent model is different when it comes to Alibaba. There is no formula, and different companies use different models.

Model two

Founder 51% holding

Partner 34% option 15%

Model three

34% of founders have only one vote for major issues, no decision

Partner 51% option 51%

Suitable: The ability is very strong, each person is alone: ​​operation, product, technology, management.

Case: Tencent: Ma + Zhang 67.5%

VII. Control: Must we have equity control in order to have control?

Equity control is the most direct way. In the case of capital markets, financing is diluted and there are other ways to control it, such as:

1. Mode of voting rights entrustment: too much financing: more than 50% before listing, and less than 20% of Liu Qiangdong's equity. In this case, control is realized through voting rights, and some investors trust to entrust Liu Qiangdong. After the listing of Jingdong, 20% was diluted, but the voting rights went up, and the AB shares accounted for a share.

2. Consensus Action Agreement: Shareholders' Meeting: CEO voted in favor, we also voted in favor

3. Limited Partnership: LP Voting Rights GP

4. AB stock plan: The disadvantage is that the mainland and Hong Kong do not recognize it. Baidu, Jingdong, 360, Xiaomi’s investment companies are easier to talk about, and the average early company is hard to talk about.

Eight, exit mechanism and expected management

Partner share:

1. The mentality of long-term entrepreneurship

2. Invested in (the early money is not the real price) investors

3. There is no sense of security for partners who have long participated in entrepreneurship.

How to talk:

1. Communication: Fair and reasonable acceptance.

2. Planned landing: a certain premium or a discounted price based on the purchase price.

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