The first thing Ren Pingsheng did when he returned to Hanhai City was not to go back to the company, but to go to Zhongxin Taifu Plaza in Xuhui District to visit the person in charge of Junheng Law Firm to discuss the legal matters related to the listing of Wanyou Network.

Ren Pingsheng chose Junheng Law Firm mainly because of the recommendation of Luo Dahui, Chairman of ICG Capital (China), who has cooperated with the firm for several legal affairs of domestic companies to go public in the United States, and spoke highly of his professional ability and professionalism.

The office of the director of Junheng Law Firm is not very large, more than 30 square meters of space is arranged in a simple and elegant manner, the tables and chairs in the room are made of yellow rosewood, the whole wall behind the desk is a bookshelf, full of all kinds of large legal books, and there is a calligraphy on the wall next to the table, which reads: "The Way of a Gentleman, Balance and Justice".

There was no sofa in the room, Ren Pingsheng could only sit on one of the two yellow rosewood Taishi chairs, watching the two azure tea bowls on the coffee table being slowly poured into the reddish-brown tea soup, which was poured out of an antique purple clay pot, and the hand holding the handle of the pot was long and slender, like a white porcelain carving, just like an orchid stretching.

The hot tea soup flowed down from the mouth of the purple sand pot until it was filled, and from beginning to end, the slender hand did not tremble in the slightest, and the tea soup did not splash out half a drop, and was steadily poured into the bowl.

"Please use tea. ”

Ren Pingsheng raised his glass and tasted it, this tea tasted mellow and rich, like a fire dragon sliding down the throat, driving the whole body to warm up, and then there was a kind of smooth sweetness from the root of the tongue, and he couldn't help but praise:

"Delicious, what kind of tea is this?"

"This is Jin Jun Mei, produced in the original ecological tea mountain in the North Fujian Nature Reserve, made with the craftsmanship inherited by the Zhengshan small species for more than 400 years. ”

"Black tea warms the stomach and is suitable for winter. ”

Ning Zhenyi introduced with a smile, her voice was clear and clear, her words were very standard, there was no femininity at all, she was as neutral as her name, and people who didn't know her thought she was a man.

Ren Pingsheng tasted Jin Jun's eyebrows while observing the woman in front of him.

She has a small face the size of a palm, fresh short black hair, a straight and slender nose, the eyebrows are slightly raised, the eyes behind the gold-rimmed glasses are very attentive, and the two thin lips are always tightly pursed, but they lack blood.

This face is not good-looking, but it is by no means ugly, at least from the perspective of smooth and delicate skin, the hostess still takes good care of herself, but she does not have any makeup, obviously she does not care about her gender, and she does not need to highlight this.

On her thin body, she was wearing a well-tailored black suit, the collar of her white shirt was tightly buttoned, and with a calm and calm expression, her body was full of the rationality and intellect of a legal person.

For those who meet Ning Zhenyi for the first time, it is indeed difficult to link the thin woman in front of him with the title of director of Junheng Law Firm.

Ren Pingsheng is no exception, which is far from the fixed impression of lawyers in his understanding system, he originally thought that the director of this law firm should be a middle-aged man in his early 50s, with a Chinese face, a big back, a straight and round speech, and a smooth and shrewd way to do things.

Although Ning Zhenyi in front of her is not young, she is only between 30 and 40 years old, and she is still a woman, can she be qualified for the position of director of the law firm?

Ren Pingsheng soon found out that he was wrong.

The woman in front of her is not only very professional in law, but also very capable in the management and operation of the law firm.

Ning Zhenyi, a native of Jinling City, Jiangning Province, received a master's degree in law from Jinling University, went to the United States to study, obtained a doctorate degree in law from Yale University, and became a partner in the well-known Achtell law firm in the United States.

Since she returned to China in 2002 and founded Junheng Law Firm, in just four years, it has developed into a medium-sized law firm with 2 member firms, 15 professional legal departments and more than 20 senior partners.

In recent years, Junheng Law Firm has been ranked in the top 15 of Chambers and Partners Asia for many times, and is ranked among the best law firms in the Han Delta region.

(Note: Chambers Lawyers is a list of law firms organized and released by Chambers & Partners, an internationally renowned legal rating agency, and is the most authoritative in the legal field.) ）

After listening to Ren Pingsheng's introduction, Ning Zhenyi frowned slightly and said:

"Mr. Ren, your company has only completed the first round of financing, and has not yet reached the IPO stage, and the services that Junheng can provide for you are very limited. ”

Ren Pingsheng was mentally prepared, he smiled and said:

"An IPO is a must, and I plan to go public in the U.S. in 2007, so I need the best legal services. ”

Ning Zhenyi looked at the young man in front of him very seriously, and after making sure that he was not talking nonsense, he picked up the information of Wanyou Network and read it again, and then said slowly:

"If your company wants to go public in the United States in 2007, you can only follow the 'Xinlan model'. ”

This is exactly the answer Ren Pingsheng wants, and he smiled:

"I want to hear about it. ”

The reason why it is called the 'Xinlan model' is because this is one of the earliest listing models practiced by Xinlan.com.

In 1999, Xinlan planned to go public overseas, but according to domestic policies and regulations, Internet content services (ICP) are telecom value-added services, and foreign capital is not allowed to enter this business.

In order to solve this problem, Xinlan submitted a restructuring plan after in-depth communication. The original ICP business and assets were spun off from the original parent company and a new pure domestic company was established. After the divestiture, the two purely domestic-funded companies did not participate in the listing, and only took the parent company to the listing. The parent company and the two companies signed a series of control agreements to ensure the control of the enterprise and the transfer of interests.

From the perspective of domestic law, after this operation, the foreign capital did not become a shareholder of the enterprise, so it did not violate the domestic law. From the perspective of the law of the United States, which is the place of listing, this structure can incorporate the profits of domestic enterprises into the statements of foreign listed companies, which is also in accordance with US law.

This is the well-known VIE architecture, commonly known as the Xinlan architecture. After that, the three major domestic portals, Tengxun, Ali Ma and other Internet companies all achieved overseas listing through the VIE structure.

It can be said that the VIE structure is synonymous with the overseas listing of domestic Internet companies.

For the VIE structure, Ning Zhenyi explained it this way.

"VIE structure is the abbreviation of Variable Interest Entity, literally translated as "variable interest entity", also known as "agreement control", in fact, it refers to the establishment of a parallel offshore company overseas by a company to be listed on the stock market in order to achieve overseas listing, and the offshore company is used as the subject of future listing or financing. ”

Ning Zhen said in one mouthful, and at the same time stretched out a finger, dipped some tea soup, and drew it on the solid wood coffee table.

She first drew a circle, wrote the three letters "BVI" in the circle, tapped it gently, and said:

"The first step is to set up an overseas first-class equity entity, that is, a BVI company. A BVI company refers to a company incorporated in the British Virgin Islands (BVI) because the BVI has simple requirements for company registration, fast procedures, low cost of continuation, and high confidentiality. ”

"In addition, the BVI is subject to loose exchange controls and is not subject to any income tax, withholding tax, capital gains tax, capital transfer tax, inheritance tax, inheritance tax or wealth tax. As a founding shareholder, the BVI does not need to pay taxes on dividends or sales of shares in the future. ”

Then, Ning Zhenyi wrote the English word "Cayman" under the BVI, saying:

"The second step is to set up an overseas secondary equity entity, that is, a Cayman Islands company. ”

Ren Pingsheng was a little puzzled, and interjected and asked:

"Don't we already have a BVI company, why should we register a Cayman company? ”

Ning Zhenyi patiently explained:

"Both the BVI and Cayman are British overseas territories and can be listed in the United States, the United Kingdom, Hong Kong and other places, but the shareholder information of BVI companies is confidential, and internationally renowned exchanges such as the New York Stock Exchange, the Nasdaq Exchange and the Hong Kong Stock Exchange are more strictly regulated, while Cayman companies have more transparent procedures and are easier to pass through listing regulations. ”

Therefore, using a Cayman company as a secondary equity entity can achieve the purpose of facilitating listing, while using a BVI company as a primary equity entity can enjoy many benefits such as tax exemption and confidentiality. The two go hand in hand. ”

The more Ren Pingsheng listened, the more eye-opening he became, his previous understanding of VIE and Xinlan model was very vague, although Jiang Qiurong had talked to him about it, but she was from a financial background, and her grasp of the concept of relevant laws was not very clear.

Today, listening to Ning Zhen's few words, he explained the ins and outs of VIE very clearly, and sure enough, professionals are professionals, and Yale's Juris Doctor is not false.

He looked at Ning Zhenyi's eyes with a little more respect.

Ning Zhenyi didn't care about Ren Pingsheng's mental activities at this time, she continued to write the two letters "HK" under Cayman, and said:

"The third step is to set up an overseas three-level equity entity and open a Hong Kong company in HongKong. ”

She saw Ren Pingsheng's questioning and embarrassed expression, and took the initiative to explain:

"In 1997, after Hong Kong's return to the motherland, the central government and the Hong Kong SAR government signed the Mainland and Hong Kong Closer Economic Partnership Arrangement, also known as CEPA, which proposed a number of preferential tax policies for Hong Kong companies to invest in the mainland. ”

"For example, if a BVI company or a Cayman company wants to remit profits from investment in the mainland, the domestic tax is generally 20%, which is very high, but if it is a Hong Kong company, it can be as low as 5%. ”

Ren Pingsheng was no longer surprised at this time, shrugged his shoulders and said:

"Hong Kong is Hong Kong, anyway, it doesn't matter if there is one more company. ”

"It's not over yet. ”

Ning Zhenyi smiled slightly, she wrote four more letters "FOE" under HK, and said:

"The fourth step is to set up a FOE (holly Foreign Oned Enterprise) in Hong Kong in China, that is, a foreign-invested enterprise, and then the FOE will sign a series of agreements with the domestic operating entity company to achieve the purpose of profit transfer and non-equity control. ”

Ning Zhenyi shook her hand gently, her action was very elegant and good-looking, and once again attracted Ren Pingsheng's attention.

But she didn't realize it:

"That's the basic process of a VIE architecture, you know. ”

Ren Pingchang sighed for a long time, shook his head and said:

"It's complicated, it's so profound......"

Ning Zhenyi shook his head and said:

"I'm only going to say superficially, to really build a good VIE structure, and then sign a bunch of loan agreements, equity pledge agreements, exclusive advisory service agreements, asset operation control agreements, stock option agreements, voting rights agreements, ......."

"I also have to do judicial notarization, and I have to go to the department to get a seal...... After a complete set of procedures, it will not work without half a year and 6 months. ”

Ren Pingsheng patiently listened to Ning Zhenyi's introduction, and no longer had any doubts about her professionalism, he stood up and stretched out his hand:

"OK, the VIE and IPO legal affairs of Wanyou Network are entrusted to Junheng. ”

Ning Zhenyi smiled slightly, and gently shook the hand that Ren Pingsheng took the initiative to reach.

"Then we're going to have to speed up. ”

Although it was only a slight handshake, Ren Pingsheng felt that her fingers were very long and thin, and they seemed to be weak and boneless in her hands, which was far from her hard appearance.

It's just that the skin is a little drier, and it lacks blood color and is cold.

……

After signing the entrustment agreement with Junheng Law Firm, Ren Pingsheng couldn't help but sigh with emotion:

"I found that the main job of your lawyer is to find loopholes in the law, and I don't know how much tax you have saved and how much supervision you have avoided after this circle of overseas companies has been built. ”

Ning Zhenyi said lightly:

"Law is a tool to regulate social relations, and it also requires the joint efforts of society in order to become more and more perfect.

"The essence of a lawyer is to assist the judiciary and the public in perfecting this process. ”

Ren Pingsheng added.

"The fee for this process is not low. ”

Ning Zhen smiled and said:

"The best service, definitely the most expensive. ”

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