Chapter 22 5. New York

Jin Weimin has always believed that New York is the most modern and ostentatious city in the world, just like the engine of a car, New York is the heartland of capitalism.He likes New York. He thinks that the man who can conquer Wall Street is the top man. Every time Jin Weimin sets foot on this land, the passion of the conqueror will burn in Jin Weimin's heart.At this time, he seemed to have heard the bells from the two-hundred-year-old church on Wall Street. When the plane arrived in the sky above New York, it was just when the lights were on. Seeing the dazzling lights of the colorful skyscrapers in Manhattan through the plane window, Jin Weimin had a feeling of stepping on the sky full of stars.He inadvertently remembered a sentence in the movie: "New York is neither hell nor heaven, but a battlefield!" Jin Weimin likes the word "battlefield", which is full of gunpowder.

Jin Weimin stayed at the Flushing Sheraton Hotel at 135-20 Flushing 29 Avenue, Queens.Before boarding the plane, Jin Weimin and Jin Ranran made an appointment to meet at the bar of the Sheraton Hotel in Flushing after dinner. Just as Jin Weimin walked into the bar and found a seat to sit down, a girl wearing a black sweater, jeans, and a light brown handbag on her shoulder walked straight over. The girl with shawl and long hair looked not only pure, but also mature. "Excuse me, are you Mr. Jin Weimin?" "Exactly, you are Jin Ranran, right?" "Yes, Mr. Jin, I didn't expect that our surname is Jin, and we were one family five hundred years ago!" Jin Ranran extended his tender jade hand and shook hands with Jin Weimin, jokingly greeting.

"Then call me Big Brother Jin, please sit down, Ran Ran, I've heard about you a lot, and every time he talks about you, he has a proud face!" Jin Weimin said with a smile. The waiter served a cup of coffee for each of them. Jin Weimin took a sip and muttered in his heart, "I hope this girl's talent can match her beauty." "I can tell you that you are a student of finance, are you familiar with the US securities industry?" Jin Weimin asked tentatively. "Before you came, Brother Tong introduced to me the purpose of your trip and the situation of Dongqi Group. I also know that you are a master of capital operation and have had extraordinary achievements. To be honest, I have a learning attitude. I came to see you." Jin Ranran said modestly.

"Ran Ran, I have successfully packaged several state-owned enterprises to be listed in Hong Kong and Singapore, but compared with the listing of Dongqi Group in the United States this time, it can only be regarded as trivial. This is the first time I have tried to list A large state-owned enterprise is going public in the United States, and to tell you the truth, I have no idea at all!" Jin Weimin said sincerely. "Brother Jin, in the U.S. capital market, there are two main ways for companies to go public: initial public offering and reverse acquisition. Initial public offering is the mainstream way of listing, but the cost of listing is relatively high and the risks are relatively high. Reverse acquisition is The company to be listed will merge or reorganize with a listed company in the United States, which is what we often call a shell company, and then inject the assets of the company to be listed into the listed company to achieve a backdoor listing." Jin Ranran said very professionally.

"Ran Ran, we don't consider a reverse takeover. Since Dongqi Group is going to go public in the United States, of course it has to adopt the mainstream listing method. I hope that this listing will make Dongqi Group a thunderous sound. Not only must the financing be successful, Moreover, it is necessary to greatly improve the international image of Dongqi Group, so that suppliers, sellers and other partners are impressed, so as to use this overseas listing to expand the global market, find international partners, and develop business at a higher level. What's more, the perfect corporate governance mechanism of listed companies in the United States will help Dongqi Group to change its concept and operating mechanism, and promote Dongqi Group to truly establish a modern enterprise system. Therefore, Ran Ran, this time I come to the United States, I want to find the best investment bank , the best law firm, and the best accounting firm, to cooperate with world-class lawyers and accounting firms to get Dongqi Group listed in the United States.” Jin Weimin said confidently.

Jin Ranran learned from Ding Nengtong in advance that Jin Weimin's promotion of Dongqi Group's listing in the United States is bound to win, so Jin Ranran made full preparations before meeting Jin Weimin. "Brother Jin, this is the list of the top six investment banks, securities companies, law firms, and accounting firms in the world. Please read it over. As long as you dare to take big risks and invest a lot of money, you can do anything. Big thing." Jin Ranran said, taking out a list from the light brown handbag and putting it in front of Jin Weimin. Jin Weimin took the list, looked carefully, and after several comparisons, he set his sights on Credit Suisse First Boston Bank, Merrill Lynch Securities Co., Ltd., Solomon Investment Bank, Andersen, and Baker McKenzie International Law Firm. .

"Ran Ran, I need to understand the basic requirements of the New York Stock Exchange for the minimum number of public shares and performance, minimum market capitalization, profit requirements, adoption of accounting principles, company registration and business location, and business information disclosure regulations for non-US companies listed companies. , that is, the steps and gist of Dongqi Group's successful listing in the United States." Jin Weimin's expression was a little hungry. "Brother Jin, in fact, investment banks, law firms, and accounting firms such as Credit Suisse First Boston, Merrill Lynch, and Arthur Andersen are large multinational institutions. All business from Chinese companies is handled by their Hong Kong branches. Accept and undertake, you can contact them in Hong Kong." Jin Ranran said with a smile.

"Great! But Ran Ran, I still hope that you will accompany me to several law firms. I urgently need to understand the legal structure of the company's listing entity to be established. I hope that the lawyer can help me come up with a good plan depending on the situation." Jin Weimin seemed a little impatient. "Baker McKenzie International Law Firm has my friends, I will accompany you tomorrow, but your Hong Kong Silver Diamond Finance Co., Ltd. does not control Dongqi Group, which means that Dongqi Group is a full-fledged state-owned enterprise, and I heard Brother Tong say that it has reached the point of insolvency, and it is difficult for such a company to go public in the United States to pass the "Sassban-Oxley Act." Jin Ranran reminded.

"This problem is also my biggest headache. Ran Ran, what do you think?" Jin Weimin asked solemnly. Jin Ranran didn't answer right away. She took a sip of coffee and thought for a while and said, "I have carefully studied the places of registration of non-US listed companies. Many companies are registered in Bermuda." Jin Weimin is no stranger to Bermuda. Nearly half of the companies listed in Hong Kong are registered in Bermuda.Bermuda, home to 60,000 people, is the northernmost coral island group in the world, off the coast of the Carolinas, USA.It is also 900 kilometers away from the nearest point to the North American continent in the west, and more than 300 large and small islands and reefs form a boundary of 53 square kilometers. Because the island has never levied corporate income tax, it is one of the internationally famous tax havens.Therefore, hundreds of thousands of companies from all over the world have landed on the main island of Hamilton and chose Bermuda as the place of business registration.

"Ran Ran, you mean to take out 49% of Hong Kong Silver Diamond Finance's investment in Dongqi Group and register it in Bermuda?" Jin Weimin confirmed. "Enterprises in China are listed overseas, which is hindered by the main jurisdiction of the company. The company of the controlling investor must be registered overseas and listed overseas. Separately take out 49% of your shares in Bermuda Register, and you become a real controlling investor." Jin Ranran explained. "Ran Ran, Dongqi Group will not agree to it, and Dongzhou Municipal Committee and Municipal Government will not agree. Besides, this is not my original intention. I still hope that Dongqi Group as a whole will be listed in the United States." Jin Weimin emphasized.

"Brother Jin, it's unrealistic to go public as a whole, but there is a compromise, that is, there is me in you, and you in me." Jin Ranran said with a treacherous smile. "Why is there me in you, and you in me?" Jin Weimin asked puzzled. "Let Dongqi Group transfer 2% of the shares to a company registered in Bermuda, so that the company registered in Bermuda will own 51% of Dongqi Group's shares, and the 100% owned by Hong Kong Silver Diamond Finance If 49/10 of the shares are spun off and 2% is transferred to Dongqi Group, the problem will not be solved.” Jin Weimin immediately looked at Jin Ranran with admiration, and he thought that if Jin Ranran practiced in the capital market, he would also become an expert in capital operation.Only in this way, Dongqi Group has actually completely lost its controlling interest. "Ran Ran, this method is great, but I still need to convince Dongqi Group, Dongzhou Municipal Party Committee and Municipal Government." Jin Weimin said sadly. "Brother Jin, the SEC stipulates that when a manufacturing company like Dongqi Group is listed, it will be classified as a company with A functions, and its financial statements must be consolidated. However, to consolidate its financial statements, it must hold more than 51% of the joint venture company. shares. In the joint venture company registered in Bermuda, you must own more than 51% of the shares, that is to say, add no less than 2% of the shares, in order to enter the SEC listing threshold. Brother Jin, success or failure is actually a matter of 2% of the shares!" Jin Ranran emphasized, "Actually, after the company is registered in Bermuda, there is no need to send people to rent an office to operate, as long as the company registration information is left, and a local lawyer is entrusted to pay a fee to the government every year. The investor registers in Bermuda or acquires an existing company on the island to control domestic assets, while a corresponding foreign-controlled company is established in the country and will exceed 51% of the shares Incorporate the income and profits into the company registered in Bermuda to comply with the regulations of the SEC, so that the assets of domestic enterprises can be listed on the New York Stock Exchange through the company registered in Bermuda. Explain the reason clearly to them, I think they will Agreed." "Ran Ran, this time I came to the United States, you made me suddenly enlightened. After Dongqi Group successfully listed in the United States, I will definitely register a branch in the United States and let you take care of it. I never thought that Ding Nengtong has such an excellent sister. Talented and beautiful!" Although Jin Weimin's tone was gentle, his eyes were full of envy. "Brother Jin, since you and Brother Tong are college classmates and good friends, can you do me a favor?" Jin Ranran asked with twinkling eyes. "What's the matter? Just say it!" Jin Weimin has long felt her true love for Ding Nengtong from Jin Ranran's eyes, because whenever the word "Ding Nengtong" is mentioned, Jin Ranran's eyes are full of anticipation. Jin Weimin couldn't judge what Ding Nengtong thought about Jin Ranran, because Ding Nengtong was a deep and sophisticated guy, and it was easy for people not to see his mind. Love, a little more rational, so that it has not developed to the level of infatuation. Jin Ranran has been looking for an opportunity to heal the emotional trauma between Yixue and Ding Nengtong. When she learned that Ding Nengtong's college classmates and good friends were coming to the United States, she felt that the opportunity had come.She wanted to use Jin Weimin to do Ding Nengtong's job, tell him that Yixue still loves him, and that Yixue didn't do anything wrong to him, and test Ding Nengtong's attitude. Since Jin Ranran drove to Canada last time to meet Yixue and Ding Yu, she has visited their mother and son almost every month. Yixue forgave Jin Ranran and accepted Jin Ranran from the bottom of her heart, and the two became friends who talked about everything. Good sister. "Brother Jin, are you familiar with Brother Tong's lover, Yixue?" Jin Ranran asked tentatively. "Familiar, aren't they divorced?" Jin Weimin asked ignorantly, unable to guess what Jin Ranran was thinking. "Brother Jin, I hope you will go to Canada to visit Sister Yixue and her children after finishing your work in the United States. Sister Yixue is so pitiful. She still loves Brother Tong in her heart. I hope you can help me with the work so that they can get back together again." !” Jin Ranran said emotionally. Jin Weimin's heart skipped a beat when he heard Jin Ranran's words. This was really a request that Jin Weimin didn't expect. "Ran Ran, with all due respect, I also have a partial understanding of your relationship with Nengtong. I can see that you love Ding Nengtong deeply, but I don't understand. How could you give up the man you love so much? What about other women? Actually, isn't it your chance to divorce Ding Nengtong and Yixue?" Jin Weimin said bluntly. "Brother Jin, I am actually responsible for the divorce between Brother Tong and Sister Yixue. It is precisely because I love Brother Tong deeply that I hope they can get back together!" Jin Ranran said affectionately. "Ran Ran, I don't understand this. Love is selfish, so how did it become selfless to you?" Jin Weimin asked with a smile of interest. "Selfish love is not real love, it's just possession. Selfless love is not real love, it's just dedication. In fact, real love is distressed. I love Brother Tong, so I feel sorry for him, but Brother Tong doesn't love me, he just likes him. Me, he still loves Sister Yixue in his bones. The reason why he left Sister Yixue was because he was dazzled by sex. Sex is physical, but love is spiritual. Brother Tong talked with me on the phone before you came, and I From his words, you can feel the pain after he divorced Sister Yixue." Before Jin Ranran finished speaking, Jin Weimin interjected and asked, "Ran Ran, you mean that Nengtong and Yixue regretted the divorce?" "The strongest love is rooted in despair. I can feel the despair-like pain deep in Brother Tong's heart. It's just a man's self-esteem that makes him dare not face it!" Jin Ranran said deeply. "I used to think that Ding Nengtong was an invulnerable person. It turns out that he also has Achilles' heel. Ran Ran, I didn't expect that your understanding of love is so unique. Okay, everything is up to your arrangement. After I finish my work in the United States, I will accompany you Go to Canada to see Yixue, I like adult beauty the most!" Jin Weimin said convincingly. After sending Jin Ranran away, Jin Weimin returned to the room. He leaned against the window and looked at the splendid night scene, unable to calm down for a long time.Can the Dongqi Group's listing in the United States be sung to the full house, until the curtain call with flowers and applause, Jin Weimin felt unprecedented pressure. He pondered over the matter of building a shell in Bermuda, thinking, or Jin Ranran You are right, it seems that the idea of ​​taking Dongqi Group directly to New York for listing needs to be changed and changed.As long as Hong Kong Silver Diamond Finance controls Dongqi Group, then Dongqi Group’s assets under the name of Hong Kong companies will be listed overseas. No matter how hard it goes, the country will not be able to control it. As long as it operates in a standardized manner and acts according to the law, foreign countries will not control it. The group is fully alive. Thinking of this, Jin Weimin turned back and sat on the sofa, opened all the information bags of Dongqi Group on the coffee table, and looked carefully. His forehead was shining with oil from the desk lamp, his brows were furrowed, but his eyes were bright.