Successful capital operation requires two basic conditions: first, the company needs a good management foundation; Second, entrepreneurs need to have a correct concept of capital operation.

In the practice of direct equity investment, financial consultant and president's capital operation training, a question that entrepreneurs often ask me is? According to my own practice and understanding of corporate finance and the actual situation of Chinese enterprises and entrepreneurs, I think? Successful capital operation requires two basic conditions: first, the company needs a good management foundation; Second, entrepreneurs need to have a correct concept of capital operation. ? From the perspective of successful capital operation of enterprises, this paper basically expounds ten capital operation concepts that modern enterprises need to have.

1. Enterprise competition has entered? Speak with capital? age

After 30 years of development, the competition of modern enterprises in China has gone through the following stages: the first stage, the competition of special resources, relationships and entrepreneurial courage and courage; The second stage, the competition of products and services; The third stage, brand competition; The fourth stage is standard competition.

Under the dual economic structure of China in 1980s, most of the initially developed enterprises relied on the special resources and relations of the government, as well as the courage and courage of entrepreneurs. Enterprise competition in this era is non-market-oriented. In the 1990s, under the macro-economic background, the competition of enterprises has developed to the stage where they need to provide high-quality products and services for the market to survive. At this stage of competition, although there is still the influence of dual economic structure, in most industries, resource allocation is realized through market means. 2 1 century, China joined the wto, and a large number of foreign-funded enterprises poured in. The market baptism of more than 20 years changed the previous competitive concept of China enterprises. Entrepreneurs gradually realize that only by gaining the deep recognition of consumers can enterprises continue to develop. Therefore, a few well-known domestic enterprises have joined the ranks of creating well-known brands from the stage of providing high-quality products and services for enterprises. From June 5438 to February 2006, the transition period of China's entry into WTO ended, all industries were fully opened, and a truly international market began to take shape. The competition between enterprises has developed to the stage of competing for the position of game rule makers in the industry, that is, the competition of standard makers.

The essence of making brands and standards for enterprises is to generate influence and impetus in the industry. This influence and driving force can be obtained in two ways:

1. By investing heavily in the real economy, enterprises will have influence and impetus in the industry; Leading the technological development of the whole industry through the investment in technology research and development; Through the investment in marketing and systematic planning of corporate brands, corporate brands are gradually established in the minds of consumers; Through the investment of human capital, we can build a team with strong execution.

2. Through the merger, acquisition and reorganization of competitors, competitors will be turned into allies, which will directly reduce the intensity of competition and enhance their own competitiveness. After twenty or thirty years' development, most traditional industries in China have reached the maturity or even decline period of their life cycle. The average profit rate and return on assets of the industry decline in maturity and recession, and enterprises must rely on economies of scale to survive and develop. Therefore, financial instruments such as mergers and acquisitions will inevitably become the main means of industry resource integration. The full opening of financial services, a large number of foreign vc(venturecapital) and pe(privateequity), and the gradual growth of domestic RMB funds, on the one hand, provide capital for industry resource integration, on the other hand, provide necessary financial technical support for industry resource integration.

Compared with the above two methods, the latter is more direct and faster, because it conforms to the competitive characteristics of enterprises in the new financial era, namely? Does the growth rate determine the life and death of an enterprise? . Of course, the success of M&A depends on the integration after M&A (business integration, management integration and cultural integration). But either way, it is promoted and completed through the power of capital. The essence of enterprise competition in the new era is the competition of capital, and competition has been used? Capital? It's time to talk.

From the perspective of investment income, pe investors generally only pay attention to and invest in the top three enterprises in the industry, and it is difficult for follow-up enterprises to obtain financing. Private placement listing has the characteristics of timing, and enterprises that take the lead in seizing the opportunity of private placement listing can seize the strategic opportunity. Whoever gets the support of private equity capital and the opportunity of listing financing first can seize the favorable investment opportunity and enhance the subsequent financing ability of enterprises. At the same time, it can inhibit the equity financing of competitors, attract outstanding talents in the industry and reduce the investment ability and value of competitors.

Second, the business goal of an enterprise should be to maximize shareholder value.

There are two basic views on the business objectives of enterprises: one is that the business objectives of enterprises are? Maximize profits? ; Another view is that what should be the business goal of an enterprise? Maximize shareholder value? . The basic difference between the two is whether the invested capital of shareholders is considered. ? Maximize shareholder value? What is the most direct indicator to measure the performance of enterprise managers from the financial point of view? Return on investment capital? . To measure the performance of an enterprise from the rate of return on investment capital, we need to consider the competitive pattern, business model and competitive position of the enterprise. It is a comprehensive financial indicator, which directly reflects the industry, core competitiveness and operational control ability of the enterprise. For example, in a fiscal year, two different enterprises generated a net profit after tax of 6,543,800 yuan. If we don't consider the investment capital of shareholders, it is difficult for us to measure the operating performance of the managers of the two companies. However, if the capital invested by shareholders is taken into account, the first enterprise invested 20 million yuan, while the second enterprise invested 50 million yuan, so there is obviously a huge difference between them. The former is 50%, while the latter is only 20%. From the above example, we can draw a very important conclusion, namely? Does high profit rate of enterprises not mean high return on investment capital? . The enterprise is owned by shareholders, who bear the greatest risk of the enterprise. Measure whether the business operation is good or not, and where is it reasonable? Maximize shareholder value? As a basic measure.

It is emphasized that the management goal of an enterprise is shareholder value, and its deep-seated reason lies in the inconsistency between the manager's goal and the shareholder's goal in modern enterprises. Because managers have information advantages over enterprises? Egoism? Nature, may cause damage to the company's value, that is, there is a principal-agent problem (corporate governance problem). Therefore, it is emphasized that the management goal of an enterprise is shareholder value, and its essence is to emphasize the honesty and diligence obligations of managers to shareholders. In addition, it is emphasized that the management goal of an enterprise is shareholder value, that is, the investment value of the company. This is not only the need to measure the business performance of enterprise managers, but also the more important significance is that the evaluation of company value has shifted from the traditional book value, liquidation value and replacement value to the evaluation of market value or investment value of enterprises. The book value of an enterprise is a record of its past operating conditions, but it does not reflect its future. Investors invest not in the present, not in the past, but in its future. The investment value of an enterprise refers to the discounted value of the free cash flow of capital that the enterprise can expect to generate in the future. The value of an enterprise depends on the growth, duration and risk of its future free cash flow. The better the growth of the enterprise, the longer the continuous operation time, the smaller the risk it faces and the higher the investment value of the enterprise. So? Does the high book value of an enterprise not mean the high investment value of an enterprise? .

Third, capital operation is not an expedient measure, but a long-term solution.

In investment practice, we often encounter such a situation. The working capital of the enterprise suddenly went wrong, and the boss was so anxious that he looked for money everywhere at all costs. The result can be imagined: either the money can't be found, and the cash of the enterprise is broken; Either found the money, but spent a higher cost of capital. This is the direct result of the lack of long-term capital operation planning, which is common in both small and medium-sized enterprises and large enterprises. From the perspective of enterprise resource allocation, cure headache and foot pain? Expediency should not be the basic principle of company financial management. The expedient policy of financial resources allocation will inevitably lead to two results: first, enterprises will face higher financial costs; Second, enterprises will lose favorable investment opportunities.

Capital operation is a systematic project, involving all levels of enterprise management. Entrepreneurs should make systematic planning. Be prepared for danger in times of peace? It should be the basic principle of enterprise financial management.

First of all, entrepreneurs should correctly understand the relationship between enterprise strategy and capital operation. The allocation of financial resources should be dominated by the company's strategy, and the company's capital operation should cooperate with the company's overall development strategy. Enterprises should formulate the capital operation strategy on the basis of formulating the overall development strategy of the company. To formulate the company's strategic plan, at least the following basic elements should be included:

Company vision, that is, the company's future development blueprint;

The mission of the company, that is, why the company exists;

Company development goals, that is, the specific development goals of the company in the next three to five years;

What is the core logic of the company's business model, that is, the entrepreneurial value of the company, that is, what is the doorway to making money;

The company's marketing plan;

The capital allocation of a company includes organizational capital, human capital and financial capital.

Risk control of the company.

Financial capital is only a necessary means to realize the company's strategy, the goal and direction is to realize the company's development strategy, and capital operation is the strategy and means.

Secondly, capital operation itself is a systematic project. Before implementing capital operation, we must make systematic planning and formulate correct capital operation strategies. Private financing of enterprises involves at least the following basic issues:

Will the enterprise go public in the future? Why go public? Why not go public?

Is it listed after private placement? Or directly listed?

Does the enterprise have the demand of private placement? Why doesn't the company do private placement?

When do you need private placement? When does it start? When will it end?

What is the scale of private placement? How many shares are you going to sell?

What is the fund use plan of private placement?

What is the business plan of the enterprise?

How many rounds of private placement are you going to divide?

Fourth, enterprises should choose the capital operation path suitable for their own development.

The selection of financial instruments should at least consider the following four factors:

1. The development stage of the enterprise. In the early stage of enterprise development, due to the lack of assets available for mortgage guarantee, the market and team of the enterprise are facing great uncertainty and investment risks are greater. At this time, it is unlikely to succeed with debt financing tools, because debt investors hope to obtain stable cash flow of enterprises. The more appropriate path is to choose equity investors, preferably those formal venture capital (vc) institutions or private equity investment funds (pe). Choose different vc or pe, because different vc or pe funds have their own investment orientation, including investment industry, investment stage, investment scale, and requirements for the team, etc. Generally speaking, for equity financing, the capital operation paths of enterprises are venture capital (vc), private equity fund (pe), IPO(initial public coffeing) financing, subsequent equity financing and convertible bonds, and finally the industry resources are integrated through mergers and acquisitions.

2. Asset characteristics of financing projects. Accounts receivable financing, inventory financing, bill discount, asset pawn financing and project financing (including BOT: build-operate-transfer, i.e.? Build-operate-hand over? Mode), and even financial instruments such as asset securitization. This is for the financing on the left side of enterprise balance sheet, and it is a financial tool according to the characteristics of enterprise asset projects. For investors, it is to obtain the local cash flow of specific projects and assets of enterprises. These financial instruments are particularly important for large and medium-sized enterprises with considerable assets and have become the mainstream of financial innovation. On the right side of the balance sheet, financial instruments based on the overall cash flow of enterprises mainly include: loans, bonds, preferred stocks, convertible securities, private equity financing and public offering of shares. Among them, loans, bonds and preferred stocks are financial instruments for investors to obtain fixed cash flow of enterprises, while convertible securities, private equity financing and public offering of stocks are financial instruments for investors to obtain residual cash flow of enterprises.

3. Financing cost. Different financing instruments have different costs. Generally speaking, financial instruments with low cost to high cost include mortgage-secured loans, structured financing, ipo financing, vc or pe financing. Of course, under the premise of endogenous financing, exogenous equity financing and debt financing, we should follow a certain selection order, that is, endogenous financing first, debt financing second and equity financing last. When we consider the financing cost, we need to be particularly clear that the time cost of financing should be taken into account. For example, as far as ipo financing is concerned, it takes different time for enterprises to go public on different stock exchanges.

4. Capital structure of the enterprise. Capital structure refers to the ratio of creditor's rights to equity of an enterprise. For different enterprises, or enterprises at different stages of development, there should be a reasonable debt-equity ratio, that is, enterprises need a suitable capital structure. If the enterprise has too much debt, it will face great bankruptcy risk. If the company has little debt, most of which is equity, it shows that the company's resources have not been fully utilized. In our investment practice, we often hear two kinds of voices. One is that my company has no debt at all, and the other is that my company has developed almost entirely with bank funds. These two situations have gone to extremes, and they are both incorrect financial management concepts. When financing, we need to consider a scientific and reasonable capital structure to avoid financial risks of enterprises.

Verb (abbreviation of verb) Capital operation is a double-edged sword for enterprise development.

Capital operation refers to the financial management process of scientific capital increase of enterprises, and the essence of capital is value-added. The key to the problem lies in whether the capital can be increased scientifically. Science? These two words illustrate the regularity of capital operation.

When doing capital operation, many entrepreneurs don't know the market prospect, the target market and the corresponding resources, market development plans and teams that make the project successful, so they start blindly, and the result is self-evident. The reason is that some entrepreneurs mistakenly regard listing as a symbol of enterprise success, thinking that as long as listing is everything, enterprises will succeed and entrepreneurs will succeed. Under the guidance of the above erroneous ideas, some enterprises that do not have the conditions for listing resort to unscrupulous intermediaries to resort to financial fraud and push enterprises to the open market by taking advantage of inadequate market supervision. As a result, listing has not become a booster for enterprise development, but has become a stumbling block.

Due to the lack of clear strategic planning and corresponding resource allocation, some listed companies even use investors' funds to speculate in stocks. Because some enterprises are eager to go public, they have not solved some basic management problems of enterprises, and spent a lot of time, energy, manpower and financial resources to go public, which delayed the best opportunity for enterprises to turn losses into profits. When some enterprises attract vc and pe, they are not honest with the investment institutions at the beginning of cooperation, and there are mistakes that should not have occurred in the process of cooperation, which leads to the investment institutions leaving halfway. Whether it is private placement or listing financing, there are many examples that enterprises can't do because they don't clearly understand the basic conditions of capital operation and regard capital operation as a sufficient condition for the success of enterprises, not a necessary condition. In fact, the key to the success of capital operation is not the capital operation itself, but the standardized governance, good management and clear strategic development plan of the company.

6. Entrepreneurs should share future risks with investors.

Investment means investing in the future. The future is uncertain, and uncertainty means risk. Entrepreneurs should learn to share future risks with investors.

At present, China's traditional industries are basically in the mature stage of life cycle, but the market concentration of the industries is low, and the average profit rate and return on assets of the industries are declining. If an enterprise wants to survive and develop, it must rapidly expand its scale and win by relying on economies of scale. How to quickly expand the scale of enterprises is a major strategic issue that most enterprises in traditional industries must face. Enterprises have only three choices:

1. Grow bigger by your own accumulation. If entrepreneurs only rely on their own accumulation to develop their enterprises, they may develop, but how long the enterprises can develop is the cost that enterprises should consider. If the cost is in those highly competitive industries, enterprises may bear the risk of bankruptcy. In the new financial era, enterprises? Run slowly? Equal to the death of the enterprise.

2. Make full use of external capital for mergers and acquisitions and rapid expansion, that is, learn to buy enterprises while learning to sell them. The purpose of selling enterprises is to buy enterprises, and the purpose of selling enterprises is to quickly obtain the equity capital needed for the rapid development of enterprises. Acquisition of enterprises is the best way for enterprises to quickly integrate industry resources by using financial tools. With the full opening of the financial services industry, a large number of foreign enterprises have flooded into China as strategic investors, which has objectively promoted the integration of industry resources, and a large number of vc and pe funds have provided funds and professional investment banking technology for the integration of such resources. Therefore, in the face of the changed market environment and financial environment, entrepreneurs should learn to make full use of the external funds of enterprises (especially equity funds) and share the future investment risks of enterprises with investors. Of course, entrepreneurs need to understand the costs they have to pay, such as the dilution of control rights, providing certain returns for investors, and some special structural arrangements in corporate governance.

3. Sell a good price and find new investment projects. If you encounter an insurmountable bottleneck in your development, but some advantages of your own assets or projects are of interest to the same industry, it is better to take the opportunity to sell the whole enterprise at a good price and find new investment opportunities.

Seven, entrepreneurs should learn to sell enterprises like products and services.

Most entrepreneurs often complain that they have such good enterprises and projects, why can't they find suitable investors for a long time? From the long-term investment practice, we have observed two reasons: first, entrepreneurs have a wrong mentality and regard investors as employees of enterprises; Second, the relationship between supply and demand in the investment market is not clear. On the one hand, I don't know what kind of investors I need, on the other hand, I don't know investors' investment preferences and investment principles.

For the first question, it is very simple to solve, that is, entrepreneurs are required to sell their own enterprises as before when selling products and services. Since the enterprise is sold like products and services, the buyer is the investor of the enterprise. Entrepreneurs should not treat investors as employees of enterprises, but should deal with investors like conveying administrative orders of enterprises. In the capital market of enterprises, the current market is a shortage market, or a market with insufficient supply. We should treat investors as customers and treat investors with a win-win attitude on the basis of fully understanding each other's preferences and investment principles. To learn to put yourself in the other's shoes, investors put forward many harsh investment conditions in order to control and reduce investment risks. Of course, this condition is also common in the investment market, and everyone has reached a consensus, not some unreasonable or even illegal conditions.

The solution to the second problem is to really know yourself and know yourself. When we sell products and services, the most important thing is that you must know who you want to sell your products and services to. In other words, be clear about your target market positioning. There is no difference between corporate equity financing and selling products and services. The difference is that you are not selling a single product and service, but all your products and services, your whole enterprise, the business philosophy of entrepreneurs, your team and your business model.

The key to the success of financing lies in: first, enterprises should know what kind of investors they need to meet the requirements of enterprise development, and whether investors can help enterprises overcome the bottleneck of management and the shortage of human capital besides solving their own financial capital. A good vc or pe can not only give enterprises funds, but also help enterprises to meet the strategic resources they need, and even help some enterprises realize their dream of internationalization. Secondly, enterprises need to have a general understanding of vc or pe funds in the investment market, and know what investment preferences different funds have, including investment industry, investment scale and various requirements for enterprises. Of course, if you are not in this investment industry, it is unrealistic to think clearly about the basic situation of the investment market. At this time, the importance of financing consultant appears. A good financing consultant can help you identify whether different funds are suitable for your financing needs and achieve the lowest cost at the same time.

Eight, the standard governance structure is the prerequisite for the success of capital operation.

The main purpose of corporate governance structure is to construct three mechanisms of the company and solve three problems: first, to construct the decision-making mechanism of the company and solve the scientific problem of decision-making; The second is to build a company supervision and restraint mechanism to solve the effectiveness of supervision and restraint; The third is to build the company's incentive mechanism and solve the problem of high efficiency of the incentive mechanism. Good corporate governance is the premise and foundation for the healthy operation of corporate management. As external financial investors, vc and pe need some special institutional arrangements in addition to meeting the corresponding standards stipulated by the general company law and relevant laws, which are mainly reflected in the following aspects:

1. Rebuild the board of directors of the company. Investors will ask startups to make major adjustments to the company's decision-making mechanism. Investors can not send directors according to the proportion of their capital contribution, but they have a veto on some major strategic issues of the company. For example, the change of the use of investment funds, the change and adjustment of senior managers such as ceo and so on.

2. Improve the supervision and restraint mechanism. Investors may ask the company to introduce necessary control tools to supervise and restrain the company's senior management team, so as to truly play the role of the board of directors in supervising and restraining the management and reduce the corporate governance cost as much as possible.

3. Improve the incentive mechanism. Investors may sign contracts with entrepreneurial teams? Share adjustment agreement? , that is? Gambling agreement? The entrepreneurial team is required to achieve the agreed performance within the set time, otherwise the investment shares need to be adjusted according to the agreed terms.

Judging from our investment practice, it is difficult for most private entrepreneurs in China to accept the above terms happily in a short time. They think their projects are very good, but these requirements of investors are too harsh, and some even feel unfair. Vc or pe investment is equity investment, and equity investment is not guaranteed by company assets. The above-mentioned means are commonly used by investors to reduce and control investment risks, and are commonly used in investment transactions in mature countries, but entrepreneurs in China think that they have suffered a great loss. Entrepreneurs in China need to truly understand the international language of capital, so as not to miss the opportunity of development.

Nine, efficient management team is the guarantee of successful capital operation.

Investors should consider many factors when investing in a project, such as the industry in which the enterprise is located, the business model of the enterprise, the growth and so on, but an efficient team is undoubtedly the first factor to attract investors. In investment practice, people often ask: which is more important, the project or the team? In fact, for investors, these are two sides of the same question. With a good team, you will find a good project. How to find a good project without a good team? If we must answer which of the two factors is more important, an implicit premise is the team's execution, and the team with strong execution should be the first. Investors often say that first-class teams can do second-class projects well, and second-class teams can't do first-class projects well. To measure whether a team is efficient, we should make a comprehensive evaluation from the following four aspects:

First of all, whether the team has unified values. A strong team must have the same values and cultural views, and have a high sense of identity and lofty mission to the cause the team is engaged in. This kind of value is higher than just considering the financial goals of the enterprise. Everyone should recognize a cause that the enterprise is engaged in, not just to make money for the enterprise.

Secondly, whether the system is the code of conduct of the team. In start-ups, it is often the personality charm of the founder that leads the development of the enterprise, but when the enterprise develops to a certain scale, it only depends on? Rule by man? Must the management make way? Legal system? Management style. The behavior of enterprise employees should be regulated and guided by enterprise system. The practice of enterprise development around the world has proved that enterprises with systems really have the foundation of sustainable development.

Third, whether the knowledge and professional structure of the team are reasonable. This refers to whether the enterprise has senior management talents such as marketing, finance, technology and operation. The top management team of an enterprise should avoid homogenization and form a complementary relationship in knowledge and professional structure.

Finally, whether the team has rich experience. An efficient team must be an experienced team in all aspects. This kind of experience is particularly important for grasping market opportunities, dealing with the crisis of enterprises and the emergence of innovative markets when the business of enterprises is at a low tide.

X. Unique business model is the key to the success of capital operation.

Business model is a key factor to attract venture capital or private equity investment funds, because it determines the investment value of enterprises. To build a unique business model, enterprises need to have an accurate grasp of the connotation of the business model. Business model is the core logic for enterprises to create value. In layman's terms, enterprises need to know what their way of making money is and what is the difference from their competitors. The business model of an enterprise needs to answer the following three related questions:

What business does the enterprise's income come from?

What is the logical relationship between these businesses?

What is the competitive advantage of enterprise business in all links of value chain?

What do enterprises need to build a unique business model? Innovation? Spirit. Building a unique business model is undoubtedly an enterprise? Innovation? An important form of expression. In today's rapidly changing business competition environment, do we need a breakthrough? Science and technology are the primary productive forces? There should be more categories of consciousness, right? Innovation? Understanding is the key to reconstruct various factors of production in enterprises. American economist Schumpeter? Innovation? This understanding is of great significance to entrepreneurs. He thought, innovation? Is to introduce the new combination of production factors and production conditions into the production system, that is? Create a new production function? Including the following five aspects: launching new products; Introduce new technologies, that is, new modes of production; Open up new markets; Control new sources of raw material supply; Realize the new organization of the enterprise.

To build a unique business model, we need to start from the following aspects:

1. Recognize the nature of the industry. The essence of the industry is also the most basic development law of the industry. The essence of the industry determines the way for enterprises to make money, and grasping the most basic development law of the industry is the basis for business model innovation. For example, Focus Media is an enterprise model that recognizes the nature of the industry, thus building a unique business model, and successfully operating capital on this basis to become bigger and stronger in a short time. What is the essence of concentration? Integral? And then what? Bored? , that is, high-consumption people and ordinary consumption people? Integral? Leave and make the most of them? Bored? Time, let them watch the advertisement.

2. market segmentation, looking for? A niche? Market. Is that what Schumpeter said? Open up new markets? Its essence is to find the blue ocean and avoid competition with competitors in the existing market. Of course, the emergence of new markets may also be driven by technology. For example, the emergence of modern information technology has made the network a new favorite of the media industry, thus creating a huge new media market.

3. Decompose the industry value chain and find the competitive advantage with existing competitors. An industry is composed of different profit nodes in the value chain of the industry. The unique business model is not to find the most profitable node in the value chain, but to find the value node that matches the core competitiveness of the enterprise, thus building a business model different from competitors.

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