5. Chinese-style listing: cunning VIE

Yu Yan asked Qin Fangyuan to climb Xiangshan on a Saturday afternoon. Yu Yan participated in the whole process of negotiating with Mingming Media - to be precise, with Qin Fangyuan, she has just entered the industry, first, she is in the learning stage, she is sensitive to action and does not speak, only listen to it, and second, work is work, life is life, so the two never mention work in their daily life. She understood that they were all tired during this time.

Qin Fangyuan was also trying to pull himself out of the impasse of financing and adjust his body and mind. In fact, he had long wanted to make an appointment with Yu Yan in his heart, but for some reason, Qin Fangyuan actually dreamed of Yu Yan, and woke up in the dream, a little surprised. In Shi Wenqing's words, this is the psychology of pickling girls who are about to move, tell me that you have to be Qiao Mei, and you don't mess up when you meet beautiful women, do you think it's Megumi Yanagishita? That's called anti-human nature, do you understand? Also, a writer said that every man's secret psychology is a group of wives and concubines. Thinking of Shi Wenqing, a master of pickling girls, he was robbed by him this time, Qin Fangyuan was not angry or annoyed, and thought about it carefully, and found that this guy sometimes sees problems to the point, especially on the issue of men and women.

Yu Yan lives in Phoenix near Sanyuan Bridge in the East Third Ring Road, which is a house rented by the company for her, with a monthly rent of about 8,000 yuan, three bedrooms and one living room, and it is indeed a bit empty to live alone.

This is one of the few buildings in the East Third Ring Road with a north-south transparent slab layout, due to its relative proximity to the embassy district, one-third of Phoenix City is rented, and more than half of the tenants are diplomats of various skins.

Qin Fangyuan didn't call the taxi driver Lao Zhao, and Yu Yan didn't call the company's fat driver, they agreed to take the subway. Qin Fangyuan got on Line 10 from Shuangjing, Yu Yan met Qin Fangyuan at Sanyuanqiao Station, and then transferred to Line 4 at Haidian Huangzhuang Station, and it took more than half an hour to reach Beigongmen Station.

Coming out of the North Palace Gate, Yu Yan beckoned to stop a taxi. Qin Fangyuan said, "Why don't we go to Xiangshan?"

Yu Yan vetoed, climbing the mountain will definitely consume a lot of physical strength, it's better to save it, there is still a long way to go.

The time was in the afternoon, and there were few people going to Xiangshan, so it took more than 20 minutes for them to arrive at the foot of Xiangshan.

The fragrant mountains in late autumn are charming and abnormal, and the mountains are really red all over the world, and the forests are dyed. The gentle music all the way makes the pace easier for people.

At first, Yu Yan was a woman who didn't let her eyebrows go, and when she was halfway up, Qin Fangyuan, who was walking in front, turned around and stretched out his hand to Yu Yan, and Yu Yan didn't hesitate, so he took advantage of the situation. Since then, the two have held hands intentionally or unintentionally and have never been separated. Standing on the top of Xiangshan Mountain, looking down at Beijing shrouded in fog in the distance, Yu Yan said: "Chinese live really hard, living in heavy pollution all day, but there are still so many people running here." ”

"Yes, aren't you one of them?" Qin Fangyuan sighed.

"I'm just here for an internship, and I'll be back in the U.S. sooner or later. As she spoke, she turned her head to look at Qin Fangyuan, "I think you are also more suitable for the United States." ”

"Anyway, this is also my motherland, and I don't know if I want to go back. Speaking of this, Qin Fangyuan thought of Qiao Mei, who was still in the United States, and remembered Qiao Mei, who suddenly disappeared from his life because of his insistence on returning to China, and he sighed a little sadly.

These subtle emotional changes were captured by Yu Yan.

On the top of the mountain, Qin Fangyuan received a call from Zhang Haitao, a classmate who was doing investment and financing services in Wuhan: "Fang Yuan, last time you said that you knew the boss of Hubei Dadi, when did you introduce us to each other? I heard that they are engaged in financing and want to go public, this is a great opportunity!"

Qin Fangyuan was on the rise, so he agreed: "No problem, I'll contact you immediately." ”

Six phone calls can find the President of the United States. This is a topic that Qin Fangyuan was more interested in when he was a student at Princeton University, talking about a conjecture in the field of mathematics called Six Deg

ees of Sepa

atio

, which can be translated as the theory of six degrees of division or the theory of small worlds. It means that you can't have more than six people between you and any one stranger, that is, you can get to know any stranger through a maximum of six people.

Qin Fangyuan found the son of the boss of the Hubei land, that is, Qin Fangyuan's hair Xiaoma Hua, all he needed was a phone call, and he found it through another classmate who worked in Wuhan. Ma Hua said on the other side of the phone: "You have returned to China? This number is from Beijing." Yesterday we went back to Huanggang, and we talked to Ah P about you, but I didn't expect to receive a call from you today. ”

It's refreshing to send a small chat to talk about things, and you don't need to be so polite. Qin Fangyuan said: "I have returned to China, in Beijing, this time is too busy, find time to go back and get together." By the way, a college classmate of mine, who works in an investment bank, heard that your company is raising funds and is going to go public, and he wants to talk to you to see if there is an opportunity to cooperate. ”

"This matter, the queue is full of Xiongchu Avenue. We have already signed an investment bank, and the financing will be completed in a few days, and it is estimated that it is too late. ”

"Oh, that's it, that's fine. Congratulations!"

Put down the phone and go back to Zhang Haitao, the other party regretted it on the phone, and then said: "Where are you? How do you hear the wind whistling?"

"On the top of the fragrant mountain. ”

"Why are you so carefree, you must not be alone, right? Hehe, have fun with you!"

Qin Fangyuan didn't know why these buddies had such sensitive noses, and from a distance of 108,000 miles, he could still smell that Qin Fangyuan was not climbing Xiangshan alone, like a fortune teller. Actually, Qin Fangyuan is a bit nerd, maybe he has been abroad for a long time, Shi Wenqing once said with a grin, I damn, what age, you still advocate Qingqing and me, the country has long been overly open, maybe the men and women of the post-85 generation, even if they just met netizens, ran to open a room after a meal, three times five divided by two, "artillery bureau".

He turned his head to look at Yu Yan, Yu Yan kept looking at him when he was on the phone, his eyes were discharged, and he nakedly interpreted what it meant to be "affectionate". Qin Fangyuan was a little distracted.

When going down the mountain, Qin Fangyuan suggested taking the ropeway down, and Yu Yan said: "Then how can you do it, since you are climbing the mountain, you should climb it, how can you sit down?"

Qin Fangyuan found that sometimes Yu Yan was as persistent and cute as a child, so he naturally obeyed.

When she went down to the gate of Xiangshan Park, Yu Yan shouted tired, she said: "There is a good hotel near here, let's go take a break and recover our strength!"

Qin Fangyuan said: "Oh, how do you know? There is indeed a Xiangshan Hotel near here. ”

"Hehe, I checked it before I came!"

In the café in the lobby of Xiangshan Hotel, Qin Fangyuan accompanied Yu Yan to drink ordinary coffee. Yu Yan frowned and took a sip, then threw it aside, Qin Fangyuan said, "It's a pity!"

They don't talk about work when they're together, except this time. Yu Yan asked Qin Fangyuan for a question: "Simo."

I recently went to see a few companies, and one of them asked if we could help to list on ** or NASDAQ, saying that domestic companies going to IPO have a long queue and they don't have time to wait. By the way, do you know the VIE model?"

Qin Fangyuan couldn't help but laugh when he heard Yu Yan say "Boss", with some taste of the Northeast dialect.

Yu Yan said, "Simo

What are you laughing at?"

Qin Fangyuan said it, and when she heard it, she said: "My investment director is from Northeast Tieling, and he is a fellow villager of Zhao Benshan, the most famous comedian in China. Don't laugh and get down to business. ”

"This is St

ess I

te

Qin Fangyuan joked and beckoned to the waiter in the lobby for paper and pen.

Qin Fangyuan smiled and said seriously: "Jessie, the question you just mentioned is very realistic, there are now five or six hundred domestic companies queuing up for IPOs! As for foreign listings, the policy is now being tightened. ”

Yu Yan held his cheeks with both hands and listened carefully to what Qin Fangyuan said. The waiter brought paper and pens, and Qin Fangyuan explained while writing and drawing.

"This is also a Chinese characteristic, and the most popular is the 'Sina-like model', also known as the VIE structure (Va

iable I

te

est E

tities, literally translated as 'variable interest entity'), protocol control. To make this clear, I have to talk about the red-chip structure first, because the VIE structure is one of the red-chips.

"Let's start with the basic path. In order to obtain overseas investment for domestic projects, the usual practice is to set up a so-called red-chip structure, in which the shareholders of the domestic company set up a holding company in an offshore island country or region in a tax haven, obtain control of the actual operating entity company in China, and act as the main body of capital operation such as VC investment, and finally achieve the so-called red-chip listing. Overseas holding companies are usually registered in the BVI (British Virgin Islands), Cayman Islands, Bermuda or China**.

"Suppose I and you jointly invest in a domestic company, in which I account for 60% of the registered capital and you account for 40% of the registered capital. In general, the basic steps of a red-chip structure are:

"(1) First of all, we set up a BVI-1 company in the BVI, the so-called special purpose vehicle (SPV), in proportion to the domestic company's capital contribution.

(2) Then, if the BVI-1 company acquires the equity of the domestic company in the form of equity, cash, etc., the domestic company becomes a wholly-owned subsidiary of the BVI company, i.e., a wholly foreign-owned enterprise (WOFE, wholly ow).

ed Fo

eig

E

te

p

ise）。 As long as the BVI-1 company (the acquirer) and the domestic company (the acquiree) have exactly the same shareholders and shareholding ratios, all operations of the domestic company will be basically completely transferred to the BVI-1 company after the acquisition.

"(3) The BVI-1 company incorporated a Bermuda company in Bermuda (or the Cayman Islands) and the BVI-1 company transferred its entire equity interest in the domestic company to the Bermuda company. The Bermuda company indirectly has control over the domestic company, and it will become the subject of VC financing and the subject of overseas listing in the future, as well as the subject of employee option setting.

"(4) The two of us have jointly established a BVI-2 company in the BVI, or a BVI-3 and BVI-4 company respectively to hold our shares in the Bermuda company in the form of a company. ”

"It's more complicated. Why do you want to set up a BVI company between a domestic company and a Bermuda company?" asked Yu Yan, puzzled.

Qin Fangyuan smiled slightly: "The reason for registering a company in the BVI is that the BVI has simple requirements for company registration and strong confidentiality of company information, but its transparency is low, and it is difficult to be accepted by most capital markets, while companies registered in Cayman and Bermuda can apply for listing in the United States, China** or many other countries or regions." ”

"This is not convincing enough. I know that many companies listed on the NASDAQ and NYSE are registered in the Cayman Islands and Bermuda. Then why don't the Chinese, like the two of us you just assume, just register a company in Cayman or Bermuda? "People who do investment just like to be more serious, and Yu Yan has the basic qualities of an investor.

"Hehe, you have this question

y focus (to the point). Qin Fangyuan took the opportunity to praise Yu Yan, snapped his fingers with his right hand, and looked into her eyes, "Add a BVI-1 company between the Chinese domestic company and the Cayman or Bermuda company, in the process of restructuring, the BVI-1 company is the main body of foreign investment in the acquisition of domestic enterprises, and the Cayman or Bermuda company owns 100% of the equity of the BVI-1 company. If the listed company has a new business in the future, a separate BVI company may be set up under the Cayman or Bermuda company to make the companies engaged in different businesses independent of each other. At the same time, if there is a change in the specific operation of the domestic company in the future, there is a buffer effect of the BVI-1 company, which will not affect the stability of the listed company. In addition, if there is no BVI-1 company, when VC and other investors sell shares in Cayman or Bermuda, it will cause a change in the shareholding structure of the domestic company, which may involve the relevant provisions of the domestic 'three foreign-funded' enterprises, and the relevant changes must be registered.

"The establishment of an additional company (BVI-2 company) between the Cayman or Bermuda company and the direct controller will also act as a buffer if our personal actions do not affect the stability of the listed company in the future. ”

"This is the VIE structure? Isn't this full equity control? Where is the so-called agreement control embodied?" Yu Yan was full of interest, and his questions were also unpolite, crisp and straightforward, without the so-called "excuse me" or "hello" that is customary in oriental culture.

“The questio

is ve

y good!(That's a very good question!)" Qin Fangyuan's emotions came up. This may be a common human disease, when a person is worshipped by another person in his profession, the endorphins in the body tend to be exuberant, and pleasure arises spontaneously. Shi Wenqing also taught him, what is a man's highest appearance? It is thought! What is height and appearance, what is silver, that can only coax an ignorant girl, a real intellectual beauty, a man's mind is her **. When he said this, Shi Wenqing was a little proud, and the implication was that his way of picking up girls was to give full play to the wisdom of Columbia MBA, covering up the comparative disadvantages of his height and appearance with Qin Fangyuan.

Qin Fangyuan seemed to have a rare encounter with such a loyal audience, especially a beautiful woman, no matter how gentlemanly a man is, his vanity will inevitably rise wildly, and his desire for expression will swell, so he continued to give a passionate speech: "Since BVI companies belong to the category of foreign investors, according to the provisions of the Interim Provisions on Guiding the Direction of Foreign Investment and the Catalogue for the Guidance of Foreign Investment Industries, some industries may not allow wholly foreign-owned or controlled companies, so the above operation methods are not suitable. For example, if a domestic company is engaged in industries that require licenses such as telecommunications, Internet, and media, or some sensitive industries (such as ** procurement, military procurement), the domestic company is not suitable for direct acquisition and conversion to WOFE by the BVI-1 company.

"At this time, the BVI-1 company can set up a WOFE in China, acquire part of the assets of the domestic enterprise, and provide monopoly consulting, management and services to the domestic enterprise in exchange for all or most of the income of the domestic enterprise. At the same time, the WFOE should also obtain the right of first refusal, mortgage and voting rights for all the equity of the domestic enterprise through a contract. This is known as the Sina model.

"Let's talk about Sina. China's 1993 telecommunications regulations prohibit foreign investment in telecommunications operations and telecom value-added services. At that time, the policy guidance of the Ministry of Information Industry was that foreign investors could not provide network information services (ICP), but they could provide technical services. In order to meet the needs of overseas financing, Sina has found an alternative way: foreign investors control technology service company B based in China by investing in offshore holding company A, and B then connects domestic telecom value-added service company C and A through an exclusive service cooperation agreement, so that A can merge the financial statements of company C.

"In 2000, Sina successfully went public in the United States with the VIE model, and the VIE has since been named the 'Sina model'. The Sina model was subsequently emulated by a large number of Chinese Internet companies, with Sohu and Baidu successfully landing in overseas capital markets under the VIE model. In November 2007, Alibaba also achieved a listing in this way. ”

Looking at the miscellaneous pictures, Yu Yan looked at it carefully and looked at it, and he really understood. She looked up at Qin Fangyuan, who looked proud, and gradually, in the time and space they looked at, the air began to become ambiguously warm.

Qin Fangyuan looked at Yu Yan gently. During the time he was with her, he felt the resonance of brain waves, and a ** feeling was like an electric current flashing through his body, and his whole body was hot. It's over, I'm obsessed with her. Yu Yan threw a look over, full of affection, Qin Fangyuan read desire, he boldly asked tentatively, "Shall we go upstairs to the room to rest?"

Yu Yan nodded, without any hesitation or refusal.

Qin Fangyuan rushed to the front desk as if he had received a holy decree and completed the check-in procedures. The two men reached the room hand in hand. Since Qin Fangyuan left the United States, he has spent one lonely night after another, although he occasionally recalls the lingering scene with Qiao Mei, but when he wakes up from a dream, he is lonely and depressed. And today's Yu Yan, the girl in front of her, ignited passion, and the instinctive desire of animal nature was like an electric current surging in the body.

As soon as they entered the room, they snapped the door shut, and the two hugged each other and kissed each other, undressed, and poured into bed, and then the ** sound of male and female pleasure came and went, wave after wave...... After the passion, Qin Fangyuan lay on his back on the bed, and Yu Yan hugged him tightly, gasping for breath with each other. He looked at the ceiling, and suddenly felt a little entangled in his heart, should he tell him about Qiao Mei?

Yu Yan hugged Qin Fangyuan tightly: "Let me ask you, did you plan it when you came to climb the mountain today?"

Qin Fangyuan was stunned: "No!"

"Then why are you like me, a change of clothes is ready, are you planning to spend the night outside?"

Qin Fangyuan laughed dumbly when he heard this, and said: "As long as I exercise vigorously outside, I will be covered in stinky sweat, if I don't take a shower, it is rude to go out to meet people, besides, the smell of sweat is also uncomfortable." ”

Yu Yan looked at Qin Fangyuan affectionately and said: "Mountain climbing is one of my favorite sports, and the key is to find the right partner. ”

Speaking of climbing the mountain, Qin Fangyuan suddenly laughed, remembering a story during the night talk in the university dormitory.

"What are you laughing at?" Yu Yan looked at Qin Fangyuan in confusion.

"I remembered a story about climbing a mountain. ”

"Really? Let's hear about it. ”

"First of all, it's not suitable for children.

"A young man herded cattle for the landlord's house, and once had an affair with the landlord's little wife, but the cattle ran away without a trace. The landlord asked the young man, 'Why did you go today?'

"'Herding cattle. ’

"'Where's the cattle?'

"'Two mountains. ’

"'Isn't the ox going to fall to its death if it's so high?'

"'There's a flat ground in the middle. ’

"'What to eat?'

"'Overgrown with grass. ’

"'Thirsty?'

"'A fountain. ’”

Qin Fangyuan couldn't stop talking before he finished speaking. Yu Yan blinked stupidly, unable to understand for a while. Then, under Qin Fangyuan's nodding, Yu Yan understood, scolded "shit (phew)" and pounced.

6. Typical fraud: Yin and Yang contracts

After the accounting firm that did the audit and the law firm that did the legal investigation entered the market, the investigation went relatively smoothly.

Before the intermediary entered the market, Li Hong rushed to Mingming Media and convened a meeting of the management team, including the department director, to reiterate the importance of this due diligence.

Li Hong said: "The purpose of due diligence is twofold: one is to verify, and the other is to excavate. Verification is to verify the authenticity of the performance: how good is the project, how great is the future development potential, or what are the mistakes and deficiencies in the team, and the reasons and basis for not being invested? Exploration is to find the source of performance: strive to explore the highlights of the project itself, the management ability of the team, and the profitability of the project, high growth ability, competitive advantage, etc. ”

Xiao Qiang asked: "What questions are generally asked? How should we prepare? But don't make mistakes unintentionally because we don't understand, that can't afford to be responsible." ”

Qin Fangyuan said: "They have a list of survey questions, mainly including: (1) the market capacity and growth space of the market segment in which the enterprise is located, (2) the market position and leading position of the enterprise in the market segment, (3) the background investigation of the entrepreneurial and management team of the enterprise, (4) the operating performance and key financial indicators of the enterprise, (5) the current cash, receivables and payables and debt status, (6) financial statements, Verification of sales and purchase bills;(7) Methods of financial forecasting and accuracy of past forecasts;(8) Assumptions of sales volume and financial forecasts;(9) Operational level of the enterprise;(10) The ability of the enterprise to manage and control the direct sales system and the franchise system;(11) The use of the management information system;(12) The equity status of the enterprise and the incentives for the entrepreneurial and management team;(13) The impact and expectation of the control of the policy and the competent authority on the business performance of the enterprise;(14) Leasing, (15) Existing or potential legal disputes.

"We want to ensure the truth of objective issues, and as for subjective issues, that is beyond the control of all of you here. Just provide relevant information truthfully and in detail. ”

Tang Jun, the manager of South China, said: "Wouldn't that take off our clothes?" After speaking, he looked at Zhang Jiahong.

Previously, under Qin Fangyuan's patient persuasion, Zhang Jiahong understood and accepted due diligence. This time, Zhang Jiahong issued instructions: "Any department must go all out to cooperate with President Qin's work, ask people to give people, things to things, and money to money." Let me reiterate here: we can only succeed and not fail in this financing. Mr. Qin has full authority on my behalf, and we will punish all those who do not cooperate!"

Qin Fang was deeply moved by Zhang Jiahong's courage. He believes that Zhang Jiahong is actually quite smart, as long as she is convinced, implementation and efficiency are not a problem, and the parental culture is quite marketable in China.

Zhang Jiahong stressed: "This time, we must fully and conscientiously cooperate with the investigation organs. Our financing is fully handled internally by Mr. Qin, and externally by our intermediary service partner Mr. Li's Huaxia Zhongding Investment Company. Huaxia Zhongding is a professional in investment banking, and in this process, we must listen carefully to their opinions on many specific issues such as which financial data can be disclosed, which trade secrets can be disclosed, and whether the two parties should open up information and data on a reciprocal basis. Right, Mr. Qin?"

Qin Fangyuan didn't react for a while, he probably understood what Zhang Jiahong meant, so he nodded.

"Our goal is to convince them that the valuation of our company is not high, but low," Li said. ”

After getting off work that day, Qin Fangyuan returned to his residence, and Zhang Jiahong convened the daytime participants overnight to hold another meeting dedicated to this due diligence, but Qin Fangyuan was not notified to attend the meeting. This was what He Jing secretly told him afterwards.

He wondered: Didn't he make it clear during the day? Do you still need to continue the meeting?

When the due diligence was about to end, something happened that caused an uproar, and Qin Fangyuan probably understood why he was not called in the secret meeting that night.

It seemed to happen both reasonably and unexpectedly.

During the due diligence, the VCs had some doubts about the contract of a southern sanitary napkin company provided by the sales department, bearing in mind that the intention contract reported by the media to the VC was an advertising quota of 15 million yuan, which even Qin Fangyuan was shocked. At that time, Qin Fangyuan's explanation to the VCs was that there would be no problem with a contract written in black and white with legal effect.

But soon, an overheard fact completely ruined his good mood.

Qin Fangyuan sat on Chairman Zhang's limited edition Porsche Cayenne and went out on errands. Zhang Jiahong clicked on the car phone on the way and said to the advertising director of the sanitary napkin company: "If the VC comes to ask you, you will be very optimistic about this media and prepare to have an advertising budget of 15 million, don't be timid." ”

The car phone is open, and the conversation between the two is clear. The advertising director agreed: "Mr. Zhang, please rest assured, I will fully cooperate." The conversation between the two sides did not avoid suspicion of Qin Fangyuan, through this small detail, Zhang Jiahong was obviously telling Qin Fangyuan that she regarded him as her own.

At that time, Qin Fangyuan was shocked. Isn't this a blatant fraud? Could it be that the 15 million yuan contract is fake? On Wall Street, you can speculate, but you must never lie, and this is a taboo in investment and financing.

One after another, yin and yang contracts appeared frequently, which completely angered Qin Fangyuan.

He took two sales contracts to find Xiao Qiang: "Mr. Xiao, what's going on? Why is the same subject matter contract of the same company different in amount and on the same day?"

Xiao Qiang smiled at the aggressive Qin Fangyuan: "This is the contract, we took a lot of effort before the other party agreed to sign it, isn't it necessary for financing?"

"Of course there is a problem! It is a big problem! Is it necessary to sign two contracts with the same enterprise on the same day, and they are the same subject matter? A discerning person can know at a glance that it is a problem contract. ”

"How can it be a problem contract? In black and white, with signatures and official seals, who can see that there is a problem?"

"There is nothing wrong with us providing formal contracts to investment agents, but I found out from the in-house counsel that there are two contracts for the same company, and there must be a problem with the same subject matter on the same day with different subject amounts. ”

Xiao Qiang squinted at Qin Fangyuan, as if he was looking at an alien: "How fresh! What can be the problem? You have a problem! If you don't agree, go find Mr. Zhang yourself!"

Qin Fangyuan couldn't stand Xiao Qiang's demeanor, and almost went up to give him a punch, but he restrained himself, after all, this is an open office platform, there are many people, and the intermediary who does the investigation is still there.

Qin Fangyuan held back his anger and rushed to Zhang Jiahong's office. However, Zhang Jiahong was not there, and he ran into Xiao Nan.

Xiao Nan ran to Qin Fangyuan's office: "What's the matter?"

Qin Fangyuan told the truth of the matter, and suddenly remembered something: "Why is the advertisement of your financing guarantee company also two contracts?"

Xiao Nan finally understood, and she also felt that Qin Fangyuan was a little nervous: "Isn't this what the company requires? ”

"Is the subject matter established, and is the contract valid?"

"Not necessarily, we actually only execute the contract that was left to the company. In order to sign another contract for the audit, we tried our best to speak, and at the same time signed an agreement to invalidate the contract for the other party, we fought on the front line, and also lobbied the customer to cooperate with the financing, is it easy?!"

"Then this is fraud!" Qin Fangyuan slapped the table impulsively.

In the afternoon, as soon as Zhang Jiahong returned to the office, Qin Fangyuan rushed in, and before Zhang Jiahong's ass sat down, Qin Fangyuan put the two yin and yang contracts in front of Zhang Jiahong, and complained indignantly: "This is a serious fraud, and there is no way to continue!"

Zhang Jiahong glanced at the contract, she was still calm at first, but when she heard it, her face changed, and it became more and more ugly, maybe she had just come out of the beauty salon, and the skin on her face was tight. She dared to be angry but didn't dare to speak, and as soon as she said the word "pig" with a "pig brain", she immediately swallowed the second half of the sentence alive. Qin Fangyuan seemed to hear Zhang's mantra "pig brain" very clearly, and his mood then changed from high and angry to falling into the ice valley and falling to the freezing point. Obviously, Zhang Jiahong is not on his side.

Zhang Jiahong adjusted his mood, if he can't bear it, he will make a big plan, now is the critical period of financing, and any small mistake may bring a huge disaster. What's more, this is her right-hand man, and the success of financing has a lot to do with him. Since you are talking to me about the big truth, let's talk about it! She thought to herself, who poked this out?

She said patiently: "Everything must be looked at dialectically, it doesn't matter if there are some flaws, as long as there is no problem with the mainstream, we must grasp the big and let go of the small, which is the key to great things." For example, this due diligence, to put it mildly, I don't have any interest in this set of tricks, due diligence is due diligence, don't be old DD, DD, it sounds like the thing below the master. It's really tiring to watch them flip through documents, check ledgers, and do interviews all day, but is it useful? To be honest, they can't find out what I don't want others to know! So the key is me. Have they checked me? Have they checked my criminal record? Have they heard my drunken truth? They, including you, scholar!"

Qin Fangyuan was shocked when he heard it, he didn't believe that these words would come out of the mouth of a successful beautiful entrepreneur and intellectual strong woman created by the media, and the self-esteem he had accumulated with great difficulty collapsed instantly. He knew he couldn't talk about it!

He lifted his legs and left, the door was not closed, and the people queuing at the door waiting for Zhang Jiahong's signature were so shocked that their mouths were wide open, as if they could stuff a duck egg. In this company where Zhang Jiahong said nothing, no subordinate dared to show her face. Zhang Jiahong thought to himself: This living treasure! temper is more irritable than me!

In the evening, Shi Wenqing came to Qin Fangyuan's apartment, and Qin Fangyuan was playing Three Kingdoms Killing on the computer. Shi Wenqing forcibly turned off the computer when he came in, and pointed at Qin Fangyuan's nose: "Do you really understand or fake understanding? As long as there is no problem with the project itself, why do you have to compete with this yin and yang contract?!"

It turned out that Qin Fangyuan left Zhang Jiahong's office with his front foot, and Zhang Jiahong made an emergency call to Shi Wenqing on his back foot and asked him to put out the fire.

Qin Fangyuan was a little anxious: "This is fraud and fraud, not a deliberate competition, it is a matter of nature!"

"Do you really see yourself as a foreigner?" Shi Wenqing was also anxious, "This kind of thing abounds. Not to mention that it is now a private placement, even if it is a listed company, which company's ass is 100 percent clean? Is there still a small number of financial fraud listings? When the water is clear, there are no fish, and Wall Street is not clean. When I first returned to China, I was just like you, no matter how well I mixed abroad, I was a fledgling and a newcomer to the world when I returned to the Chinese market, you know? I really regret pulling you back in the first place. ”

Qin Fangyuan knew that the success or failure of this list was related to the interests of Shi Wenqing, Shi Wenqing's company, Shi Wenqing's boss Li Hong and other cadres, and he suddenly remembered a word: stakeholde

s (stakeholders). Yes, they are a group, a group related to themselves, Qin Fangyuan suddenly felt layers of pressure rushing to his face.

Qin Fangyuan told Shi Wenqing that the last time Zhang Jiahong openly called a customer in front of him and asked them to cooperate with the fraud in the due diligence. "I'm shocked! I'm shocked!" Qin Fangyuan repeated the same sentence as he circled around the room.

Shi Wenqing thought he was making a fuss. "What is this? The 15 million contract can be a potential income even if it is not a real income, and this customer will put it sooner or later, didn't they sign a delivery contract? It's just that the amount is different. Besides, this contract is also signed and sealed in black and white. I've heard that advertisers just dislike that the current outlets of Mindful Media are not enough, and after the financing comes in, we have expanded rapidly, and the advertising value has been shown when there are more advertising outlets. He pressed Qin Fangyuan to make him stop, "Don't turn around, make me dizzy." You have to understand one thing, what is our task now? is financing. This industry is playing with concepts. What is a concept? It is to paint cakes, and the bold and skilled Danqing hands will always sell at a high price. ”

Shi Wenqing continued: "I will also tell you a secret: in fact, the investors within these two funds have communicated and basically agreed that as long as the project is not flawed, there is no problem with joint investment." In other words, the so-called due diligence is a formality and a formality. ”

"Isn't performance fraud a hard injury?" Qin Fangyuan said, "once this kind of thing is discovered on Wall Street, it will be imprisoned." ”

"Don't make a big fuss, is there less fraud on Wall Street?" Shi Wenqing counted with his fingers, "Don't talk about it, let's talk about Madoff, he also served as the chairman of the NASDAQ, known as the biggest fraud maker in American history, and the 'Ponzi scheme' defrauded more than 60 billion US dollars!"

Qin Fangyuan was a little anxious: "Isn't he also sentenced to 150 years in prison?

Shi Wenqing became annoyed: "You are such a tendon, even if you put it back in the United States, it is not flattering." If you think about it yourself, even if you find out the problem in the future, it is not up to you to take responsibility, the legal part has a law firm to issue a report, and the financial data part has an accounting firm to issue a report, and these intermediaries have to bear legal responsibility, and you have a five-cent relationship!"

The more Shi Wenqing said, the more excited he became: "Our company attaches great importance to this big case, not to mention that there are so many people in the media, so we rely on this fund to develop." $30 million, what a big number! If this wave of financing fails, let them drink the northwest wind? Can you bear this responsibility? I tried so hard to pull you back and give you options, but Chairman Zhang Jiahong was so magnanimous, gave you a high salary, and took the initiative to give you a settling-in allowance, why should I really think that it is completely a manifestation of your personal value? Also, the problems you raised today exist in the vast majority of financing cases in China. Why are the PE's returns so high in the end? They all have huge profits from cashing out at a high level, don't they know what it means to be tired of this? They know better what it means to catch the big and let go of the small, and what it means to be reluctant to let the children trap the wolf!"

Qin Fangyuan held his head in annoyance and walked quickly around the room. This is one of Qin Fangyuan's quirks, when he encounters troubles, he reflexively walks quickly, no matter how big the space is.

The next day, Qin Fangyuan called Zhang Jiahong to ask for sick leave, and Zhang Jiahong's mobile phone was turned off. Or He Jing said, Mr. Zhang didn't know what's wrong, he didn't sleep well last night, and when he saw her eyes in the morning, the dark circles under her eyes were swollen high. Mr. Zhang loves beauty so much, she spends tens of thousands of yuan in the beauty salon every month, this look is too miserable! She ran to the office early in the morning to touch up her makeup, and she didn't know who was messing with her.

He Jing said: "Mr. Zhang went to Kunming to talk about customers, and he is Mr. Xiao's customer. You're going to take sick leave? What kind of illness is it? Oh, it's inconvenient to say? Haha, okay! Two days? Okay! I'll just give you a circle, don't get so nervous. ”

Later, Qin Fangyuan received a call from Li Hong. Li Hong had just returned from Wall Street, and he gave Qin Fangyuan a word that made Qin Fangyuan give up resistance completely.

Later, Li Hong recalled this incident, and he said that he just told Qin Fangyuan a true story. At that time, a Harvard graduate woman worked for a US PE company and went to China to do due diligence. A local girl from the company under investigation secretly flew to the client's place a day earlier. The next day, the Harvard woman arrived, and what she saw was the excellent performance of the company's products, perfect contracts and materials, good reviews from customers, and a grand welcome and flattering compliments. The company was later successfully listed in the United States.

It's just that Li Hong concealed the latter story, which was added by the famous Chinese-American President Ampruoan: "The turtle girl said: 'Harvard graduates top a ball, it's you who cheated!' but the stock is now only 2 cents." Of course, she didn't make any money herself. ”

7. Breakup affection

In the negotiation with Sentai Fund, Tony Xu was responsible for direct communication, and Qin Fangyuan hadn't seen Yu Yan for some days. He made a phone call to Yu Yan, who said that he was looking at an agricultural project with a colleague in Baoding, Hebei Province: "I was about to call you, but I knew you were negotiating, so I didn't bother you." Wait for me to go back, I miss you too, I still want to climb the mountain. After speaking, Qin Fangyuan heard Yu Yan's unscrupulous giggles on the phone.

Yu Yan is his inner comfort at this time. "I still want to climb the mountain", Qin Fangyuan was very sensitive to this very ambiguous sentence, and his heart was suddenly full of desire. He thought of the story he told Yu Yan about the long-term worker who had an affair with the landlord's little wife.

After returning to China, there has been no news of Qiao Mei for a long time. In the middle, he went to Qiao Mei's mother's house, in an old residential building in Shunyi. In the United States, when Qin Fangyuan and Qiao Mei were together, they often talked to her mother on the phone and were familiar with each other. Although Qiao Mei has ignored him, or broken up with him, he still thinks a little about the old lady in the suburbs of Beijing, after all, it is the mother of his former close lover.

Before going, he bought a carton of milk and ***. When the car arrived in Shunyi, Qin Fangyuan asked the driver to find a medical device store near the rehabilitation home near Shunyi Hospital, and the night before he bought an infrared therapy device with knee pads online and picked up the goods in Shunyi. Qiao Mei's mother has knee pain every winter, and when she calls her daughter, she can still hear her sizzling and exhaling in pain, which makes Qiao Mei very worried, her mother is old after all.

Qiao Mei's mother seemed to have known about the changes between them, and she was a little surprised and emotional when Qin Fangyuan came to see her, she held Qin Fangyuan's hand and said: "Child, Qiao Mei, she is not sensible, don't be surprised! She often loses her temper with me on the phone now, she has been pampered since she was a child, and she is favored at home and school, so I am worried about this child, what will I do if I go to work in the future? Society is much more complicated." She's such a character, she's so tough! like her father. ”

Speaking of Qiao Mei's father, her mother's eyes turned red. Qin Fangyuan comforted the old man and said, "Don't worry about her, she can take care of herself." I'll come to see you when I have time, this is my business card, you can come to me anytime you have something. ”

Her mother said, "Yes, yes." Sending Qin Fangyuan out of the door, he still held his hand and didn't let go. Qin Fangyuan got into the car and drove a long way, and he could see an old man in his fifties standing at the gate of the community from the rearview mirror and watching him leave.