Covered in verdant vegetation from the air, San Francisco is said to be one of the most livable cities in the world and the largest concentration of Asians outside of Asia.

Like most airports, San Francisco International Airport departs from the upper deck and arrives at the lower deck, queuing up to get your luggage, and taking the roller ladder to the exit, where familiar faces suddenly jump into view.

"Zhang Gong, we're early."

"Zhang Gong, Mr. Henry, it's a pleasure to meet you."

"Zhang, we'll meet again."

Before the heel could stand firmly, Wu Yingzhe, deputy manager of the Ministry of Commerce, Yu Yanrong, deputy director of finance, Gabriel, assistant to the president of Europe, Annie Chen, assistant to the president of the Asia-Pacific region, Dr. Claude of the NB laboratory in Berlin, researcher He Hanliang of the Hong Kong Systems Engineering Laboratory, and Wang Minzhi, the company's legal counsel, greeted each other in unison.

"Hello everyone, everyone's worked hard."

While shaking hands warmly, the charter said unapologetically: "Manager Wu, after waiting for Dr. and Mr. Gabriel, I have to wait for me again, so you have to wait for a long time." ”

Wu Yingzhe, deputy manager of the Ministry of Commerce, took his luggage and smiled casually: "It's the first time I've come to San Francisco, and I'm just familiar with the environment. ”

"Lawyer Wang, I'm sorry to trouble you all the way here."

Before NB Electrician's listing, Wang Minzhi was the company's listing consultant. After NB Electrician's successful listing, it became a natural choice to become a compliance lawyer for listed companies. In addition, he and several other lawyers' law firms also provide perennial legal services for NB Electric.

With nearly one million lawyer's fees every year, how could Wang Minzhi not be on call, and said with a smile: "Mr. Zhang." Due diligence on cross-border mergers and acquisitions. It's our first time. Even if you don't write me a check, I'll come. ”

The charter was happy, and said with a smile: "Since it's the first time, then you have to give us a discount." ”

Of course, Wang Minzhi knew that he was joking, and nodded again and again: "It must be certain, but the lawyer's fee is calculated on an annual basis, and even if it is discounted, it will have to wait until next year." ”

Seeing that Chen Annie was looking at herself with a smile, she was the veteran of the company. In order to expand the overseas market, he stayed in South Korea for two years, and said apologetically: "Miss Chen, I should call Mrs. Luo now, I am very sorry, not only could I not attend your wedding, but also delayed your honeymoon." ”

There are many missed weddings in front of me, not only herself, but even a few Spring Festivals have not been at home, Chen Annie is used to it. He simply stretched out his right hand and said with a smile: "Zhang Gong." It doesn't matter if you don't attend my wedding, it doesn't matter if my husband and I don't have a honeymoon, the key is that the gift can't be forgotten. ”

Yu Yanrong, deputy director of finance, quipped: "Yes, Zhang Gong, people don't have to be polite, otherwise Assistant Chen will be cold." ”

"The chairman and my sister didn't bring it for me?"

Chen Annie raised her head like a little girl, pouted and said, "I brought it, but it can't be counted." ”

"So what to do, I don't have any preparation at all, or go to the duty-free shop, you can choose."

NB Electrician's stock rose sharply, as a Qianhai external employee who can subscribe for NB Electrician's original shares four times, and now Chen Annie is also a little rich woman, she shook her head without thinking about it: "I will buy what I can buy, and I can't buy what I want." Zhang Gong, you can get a bowl of water. ”

"Can you be specific?"

"There is a wall of love, Director Huang and Director Lin, President Ding and Director Chen, you can't come to me and it's gone, right?"

The charter reacted and asked with a smile: "The Berlin Wall? ”

"Hmm." Annie Chen nodded her head with a straight expression.

"No problem, this can be there."

Yu Yanrong raised her hand without hesitation, and said with a smile: "Although I don't know where it is, I have booked that wall, Zhang Gong, you must not favor one over the other." ”

"And me," Yu Ruiqin chimed in, losing no time, "It's only fair that everyone has to have it." ”

"Okay, well, all of them," the charter said with a smile while beckoning everyone to stand aside: "But it is stated in advance that the number is limited, only for the first marriage, not for the second marriage." ”

There is just over an hour left before the flight to Hong Kong. Pierce hurriedly reminded: "Zhang, it's almost time." ”

"Alright, guys, we'll say a few words here."

The charter loosened the uncomfortable tie around his neck, and said very seriously: "I believe everyone is no stranger to due diligence, and we have accepted it before NB Electrician went public. However, due diligence for IPO transactions and M&A transactions are completely different things, and in a listing transaction, the interests of all parties are generally the same, and if the company's business is good in the future, it will be beneficial to the original shareholders, underwriters or future public investors.

In M&A transactions, the buyer does not want to spend more money, and the seller does not want to sell cheaply, so the interests of the buyer and the seller are more opposed. In addition, a successful overseas M&A needs to consider a series of issues such as the transaction structure, the holding structure involved, the tax structure, regulatory review, labor unions, intellectual property rights, and non-performing assets.

In particular, due diligence on intellectual property rights is a crucial part of technology mergers and acquisitions like ours, and the slightest carelessness can lead to endless and costly legal battles for the company. ”

As they watched as they walked on thin ice, the charter continued: "President Henry has signed letters of intent with four computer companies in Silicon Valley to acquire a merger, which includes confidentiality clauses related to due diligence. Given that this was the company's first cross-border M&A, in order to gain experience for a second, third or even fourth time in the future, we engaged a due diligence team consisting of investment bank representatives, lawyers, finance and technical staff.

Over the next month, you'll work closely with them to learn from the valuable experience of their U.S. counterparts in due diligence as you negotiate mergers and acquisitions with the four target companies. It is necessary to understand what prudential duty is, and to analyze the business logic of the acquired company.

In particular, one of the industry software companies needs to be investigated whether it has licensed the source code and whether it has deposited the source code to a third party. At the same time, it should be noted whether the intellectual property licensing and other agreements signed by it violate anti-monopoly regulations, such as restricting R&D improvement, restricting the purchase of competing technologies, restricting licensees from purchasing non-essential technologies, and so on. ”

As the company's legal counsel, lawyer Wang Minzhi realized that he had to make a statement, pointed to the trolley box and said: "Zhang Gong, although it is the first time for us to participate in cross-border mergers and acquisitions, we have made a series of preparations before this, and even contacted a Chinese lawyer who has business dealings, I believe that you and Mr. Chairman will not be disappointed." ”

"Then please."

The charter shook hands with him again, and continued to Dr. Claude of the NB Laboratory in Berlin and researcher He Hanliang of the Hong Kong Systems Engineering Laboratory: "Doctor, He Gong, regardless of whether the merger is successful or not, the two of you will stay in Silicon Valley in the future, and President Henry will help you settle down, and you can contact me directly if you have anything." ”

"Don't worry, we know what to do."

The headquarters is about to set up a technical department, and the two of them are the first members of the technical department. The purpose of being resident in the United States is very clear, which is to keep track of the latest technologies, pay attention to new achievements in the field of new energy, and look for technologies that can be purchased and companies that can be acquired, which is equivalent to the eyes and ears of the Hong Kong NB Laboratory and the Berlin NB Laboratory in the United States.

The charter nodded slightly, then turned around and said: "Mr. President, it's up to you next, I'm waiting for your good news, I wish you success." ”

Henry smiled and said meaningfully, "I wish you a headwind as well." ”

"The headwind is good, the headwind is fast, otherwise it will take a few more hours to get to Hong Kong."

The NB computer of the future is the same as the rhapsodic computer at the head of the domestic trade word, test and assembly, and there is no technical content. The reason for carrying out this business is to expand the market for NB Electronics, which will be put into production at the end of the year, and to enhance the company's image.

The four target companies are also very small and have little influence in the U.S. market.

Actual combat training is 100 times stronger than on paper. The reason why we are engaged in such a hard work is to prepare for future mergers and acquisitions.

At the same time, Guo Junru and the six proud protégés were watching in frustration as several masters of the Technology Application Laboratory were busy.

There is no problem with the pressure resistance, the impact test failed completely, Huang Li'an seemed to have expected this, not only did not show even the slightest disappointment, but held his arms and eyebrows and showed off: "Lao Guo, tell you a hundred times, there is a specialization in the art industry, if you can do basic research, what else do you want us to do with the application of technology?" This material is the same as cement, no matter how good the quality is, no matter how fast the solidification is, it is still a lump of cement after pouring. If you want it to be durable, you have to put something on it. ”

The mechanical properties are not as good as the porcelain casing, but it is such a result, Guo Junru was extremely disappointed, and asked weakly: "Does the non-woven fabric really work?" ”

"How do you know if you don't try?" Huang Li'an glanced at him and said thoughtfully: "Non-woven fabrics can't be used with other material linings, try a few more." In addition, your mold is not good, the force is uneven, affecting the whole structure, and it must be redesigned. ”

Xie Jingwen couldn't stand it anymore, turned around and glared at him, and said angrily: "Don't hit Lao Guo, is it easy for people to do basic research to do this?" ”

"I didn't hit him, I mean that." Huang Li'an patted his arm, grinned and said with a big smile: "From now on, it's none of your business, go back early, wait for my news, what to see, put a hundred and twenty hearts, I won't rob you of your credit." ”

I have to admit that what he said does have a point, Guo Junru sighed secretly, turned around and said, "Xia Yao, let you laugh." Lao Huang, Jingwen, okay, I'll give it to you, these buckets of material should be enough to pour a few, not enough to go back and match again. It's not that I don't feel at ease to hand over the formula to you, but there are several materials that cannot be purchased domestically. (To be continued......)