"Mr. Huang, our audit is complete. The financial data of 00 Network is enviably perfect; this is truly a glittering enterprise!" In the most luxurious central conference room of Jiangnan Group, the Global Vice President of Goldman Sachs was shaking hands enthusiastically with Boss Huang.
Despite the continuous marketing efforts and struggles surrounding the Tianzhou terminal, the listing process for 00 Network remained entirely undisturbed. At Goldman Sachs' invitation, the world's top three accounting and auditing firms – PricewaterhouseCoopers, Deloitte, and Ernst & Young – jointly conducted a rigorous audit of 00 Network's financial data, producing a financial report totaling 1.6 million characters.
The report turned out to be exceptionally perfect. Apart from minor imperfections, 00 Network's financial data was incredibly healthy, so much so that even the experienced Big Three accounting firms were astonished, exclaiming "God!"
The reason for inviting the three accounting firms to audit jointly was naturally to enhance the fairness of the financial statements. After all, colluding with three firms simultaneously to falsify data was virtually impossible.
This audit would also help 00 Network achieve its goal of listing within three months.
More than a month had already passed. In the remaining two months, the next steps would be to prepare a comprehensive prospectus and submit it to the Federal Securities and Exchange Commission for review. Once approved by the commission, the company could proceed with roadshows, promoting its stock to investors and shareholders at its own valuation and inviting them to purchase shares.
After all shares were subscribed, the prospectus would be officially released to all institutions and the market, and the company could ring the Nasdaq listing bell a few days later.
Under normal circumstances, the time between submitting financial statements and receiving a response from the Federal Securities and Exchange Commission was about three weeks.
Submitting and obtaining approval for the prospectus also typically took around three weeks.
Cumulatively, this was six weeks, seemingly within the two-month timeframe.
However, the issue was that these three weeks were only for an initial response. After the response, there would be a lengthy period of detailed review and communication regarding the financial statements and prospectus.
As is widely known, the administrative speed of the Federal Securities and Exchange Commission was maddeningly slow. Many companies spent months, even a year, exchanging dozens of emails just to get their financial statements approved.
The situation with prospectuses was similar; dozens of consultations and revisions were very common.
This was precisely where Gao Shan's value came into play. Firstly, Goldman Sachs could shorten the time for the first response from three weeks to two weeks, which was the minimum timeframe stipulated by the Securities Commission.
Secondly, it allowed both parties to bypass rigid email communication and conduct face-to-face discussions through Goldman Sachs' channels.
The responsible parties at the Federal Securities and Exchange Commission would directly point out any errors or required revisions in the reports and even advise on how to make the changes, significantly shortening the time for the reports to be approved.
Otherwise, under normal circumstances, the explanations provided by the Federal Securities and Exchange Commission were almost entirely boilerplate and vague, making them incomprehensible to the average person. Only professional institutions could help interpret them and advise on necessary modifications.
In reality, these professional institutions didn't necessarily understand everything themselves. They simply had deep connections with the commission, learned more detailed information directly from them, and then relayed it to you.
Of course, such services were extremely expensive, often costing millions of dollars. Whether these fees were entirely pocketed by the professional institutions or if a large portion went to influential figures within the commission was known only to God.
Regardless, if a company wanted to list on Nasdaq, it was practically impossible without spending millions of dollars on these professional institutions as consultants.
And Goldman Sachs was the most professional among these institutions. Coupled with Goldman Sachs' commitment to completing all listing matters within three months, the listing timeline was essentially secured, implying that 00 Network's listing was all but a certainty.
Therefore, the Global Vice President of Goldman Sachs was extremely excited and happy. His work had been perfectly accomplished, and he was anticipating a substantial year-end bonus.
However, before he could enjoy his happiness for even a few minutes, after shaking hands with Huang He, the latter very straightforwardly stated, "Mr. President, I believe the details of the prospectus we discussed are not yet perfect. Therefore, I wish to add a subscription condition to the prospectus!"
"Add a subscription condition? What condition do you want to add?" The Vice President furrowed his brow. A company's listing wasn't simply about throwing all its shares onto the market, setting a price, and letting shareholders scramble to buy them after listing; that was highly unscientific and would lead to many problems.
Thus, after the stock market's initial decades, its rules underwent reforms, requiring companies to undergo a roadshow phase before listing, engaging in pre-subscription activities with all investors and shareholders.
Pre-subscription, as the name suggests, means selling all issued shares through subscriptions before the stock's listing and simultaneously determining the stock's price.
For example, when Bilibili went public in the US stock market, after its prospectus was confirmed by the Federal Securities and Exchange Commission, it had to conduct roadshows.
The entire roadshow process lasted over 30 sessions, each held in important financial venues across various regions of the United States, inviting all local financial professionals to attend.
During these presentations, the company would promote its financial revenue, target customers, future development direction, and its immense growth potential.
In essence, it was about painting a rosy picture for investors, telling them that even though the company currently only had tens of millions in profit and a few million users, if it successfully raised capital through listing, it could quickly expand to hundreds of millions in profit and tens of millions of users. At that point, everyone who bought its stock would see their investment multiply tenfold!
After this "painting a picture," came the actual subscription.
In this process, some were virtual subscriptions, and others were actual subscriptions.
Specific subscriptions meant that regardless of having money or not, as long as one believed the company had a future, they would register with the institution to subscribe for a certain number of shares. However, in reality, this often amounted to nothing more than expressing intent.
But institutions could use the volume of these purchase intentions to ultimately determine the number of shares to be issued and the final stock price.
Actual subscriptions, on the other hand, involved real money.
Some companies, during roadshows, would directly provide a minimum price. Financial professionals attending the roadshow who believed the stock had immense potential and needed to be acquired early, to avoid the frenzy of price increases after listing and thus having to buy at a high price, could directly subscribe at the roadshow site. Moreover, the subscription price could not be lower than the minimum price.
Finally, the success of the offering would be determined based on the specific circumstances.
Using Bilibili as an example, let's say Bilibili decided to sell 1 million shares through subscriptions at a minimum price of $10 per share. After the roadshows, a total of 4 million shares were subscribed.
Then, from these 4 million subscribed shares, the 1 million shares with the highest offered prices would be selected, and the lowest offered price among these 1 million shares, which was $11.8, would be used as Bilibili's stock issuance price upon listing. These 1 million shares would then be sold to the buyers at $11.8 per share.
However, regulations stipulated that the shares sold in advance could not exceed half of the total shares to be listed. This meant that another 1 million shares had to be sold through public offering after listing, giving all shareholders the opportunity to buy shares. Otherwise, it could be deemed insider trading.
This was the typical process of a roadshow. However, if certain companies felt their stock was in high demand and would sell easily, they could set additional conditions for share subscriptions. For instance, buyers might need to be white, or possess a certain amount of assets.
Essentially, during a roadshow, as long as one wasn't afraid of damaging their reputation, they could add as many subscription conditions as they wished.
The original listing plan agreed upon by both parties involved a normal subscription process during the roadshow, without any unusual elements. But now, Huang He wanted to add conditions at the last minute.
This made the Global Vice President of Goldman Sachs very unhappy, but he was helpless. He could only ask with a wry smile, "May I know what condition Boss Huang intends to add?"
"It's simple!" Huang He grinned. "To pre-order my shares during the roadshow, one must upload a compliant terminal application that can pass the store's review to the Tianzhou App Store. Each application that passes the review will qualify for a subscription of one thousand shares."
"If they cannot provide an application, then they will not be allowed to subscribe to our shares at the roadshow!"
"What kind of absurd condition is this?" The Global Vice President of Goldman Sachs was dumbfounded upon hearing this condition and wanted to dissuade Boss Huang from entertaining this joke of a subscription requirement.
However, Boss Huang decisively waved his hand and said, "This is my condition. If you agree, fine. If not, I will consider the listing a failure and abandon it. However, the fees payable to you will not be affected, which is only tens of millions of dollars, a trifle!"
With that, Huang He left decisively, leaving no room for persuasion. It was a clear case of him intending to force his way through.