Chapter 26 1. Shell making

Jin Weimin flew directly from Canada to Hong Kong and met Yixue in Canada. Yixue had never seen Jin Weimin since immigrating to Canada. This time Jin Ranran accompanied Jin Weimin to meet Yixue, which surprised Yixue. Yixue was very happy when a friend came from afar.Jin Weimin introduced Ding Nengtong's recent situation in detail, and also revealed that Ding Nengtong's mother was not in good health. Yixue's mother passed away before she got married, so she has always taken Ding Nengtong's mother as her mother. The two mothers have a deep relationship. After learning that the old lady is not in good health, Yixue is very concerned. What happened, and then told her that Jin Weimin felt that Jin Ranran's judgment was correct, and that Yixue still loved Ding Nengtong.This made Jin Weimin very moved and gratified. He secretly promised Jin Ranran to find a way to make Ding Nengtong and Yixue reunite.

After bidding farewell to Yixue and Jin Ranran, Jin Weimin flew straight to Hong Kong excitedly.After returning to Hong Kong, Jin Weimin first visited Baker McKenzie International Law Firm in Hong Kong, and put all his plans with Jin Ranran in the United States in front of the lawyers. He went to Bermuda to register a shell company and went to New York to apply for listing. This is a good way, but whether it will work or not, Jin Weimin is not sure. He very much hopes that this plan will be approved by Baker McKenzie's lawyers. However, the answer is: "This is not possible." "Why not?" Jin Weimin was a little anxious and asked puzzledly.

"Dongqi Group is neither in Hong Kong nor in the United States, but in Dongzhou, China. It only went to Bermuda to register a shell company and then went to New York to apply for listing. It has never been done before, of course it will not work!" "Then how can it be done?" Jin Weimin wanted Baker McKenzie's lawyer to give him some advice, but he spread his arms and shrugged and said, "I'm sorry, Mr. Jin, there is no way!" Jin Weimin had no choice but to give up Baker McKenzie International Law Firm.On the recommendation of a friend, he went to the Hong Kong branch of Gexin Law Firm in the United States, directly found his partner, and once again confessed his plan. The partner both appreciated and valued Jin Weimin's ideas, and promised Communicate with the Chicago headquarters or the New York branch, check the US securities laws and SEC regulations, and see if there are any restrictions on Jin Weimin's proposal.

Jin Weimin returned to Yinzuan Finance Company and waited in anxiety for two days.Two days later, Jin Weimin couldn't wait to go to the Hong Kong branch of Gexin Law Firm in the United States, but he only got a reply from the New York branch, which clearly informed that the main structure of listed companies proposed by Mr. Jin did not appear in the provisions of the US Securities Law and the SEC. Therefore, there are no corresponding laws and regulations to recognize this, or to restrict or deny it. Gexin's lawyer said: "According to our experience, if there is no express prohibition in the US legal provisions, it is considered feasible. Our Chicago headquarters is in contact with the US SEC, and we will give you an accurate answer. "

After listening to Ge Xin's lawyer's consulting opinion, Jin Weimin's heart that had been hanging for many days began to subside. On the third day, the Hong Kong branch of Gexin Law Firm of the United States directly faxed the reply from the U.S. headquarters to Jin Weimin in the office of Silver Diamond Financial Company in Hong Kong. Prohibited, indeed deemed feasible.” At that time, Jin Weimin drove straight to the Hong Kong branch of Gexin Law Firm in the United States, threw the material bag of Dongqi Group's preparation for listing to the partner, formally hired the partner as the chief lawyer of Dongqi Group's US listing, and negotiated with Gexin's lawyers. After a careful discussion, Jin Weimin strengthened his confidence.He knows that in American society, as long as the law does not expressly stipulate that it cannot be done, it can be done boldly.Excited, he flew to Dongzhou that afternoon.

Early the next morning, Jin Weimin walked into the Dongqi Group Building.He barely slept last night, thinking about how to talk to Ji Dongxiang.After breakfast, he decided to get straight to the point and go straight to the point. When Jin Weimin pushed open the door of Ji Dongxiang's office, Ji Dongxiang was on the phone with Li Xinru who was far away in Beijing, asking when Jin Weimin would return from the United States.Unexpectedly, Jin Weimin pushed the door open and entered. Ji Dongxiang put down the phone, laughed and said, "Mr. Jin, when did you come back? Don't even make a phone call, so I can send a car to the airport to pick you up!"

"I arrived last night. I wanted to disturb you all night, but I didn't dare to disturb you considering that you were tired all day." Jin Weimin shook hands with Ji Dongxiang while explaining. The two sat on the sofa hand in hand. Ji Dongxiang's female secretary served tea for the two of them. Ji Dongxiang couldn't wait to ask: "Mr. Jin, how is the trip to the United States? Mayor Wu called me almost every day to ask me about your trip to the United States." As for the progress, didn’t I just ask Xinru about it.” "Mr. Ji, this trip to the United States has yielded a lot. It can be said that we have found the best way for Dongqi Group to go public in the United States." Jin Weimin said excitedly.

"What's the best way?" Ji Dongxiang's eyes lit up, and he asked excitedly. "This is to create a shell and go public overseas." Jin Weimin said without doubt. "Overseas? Where is the shell made?" Ji Dongxiang asked puzzled. "Look," Jin Weimin took out a world map from his purse, spread it on the coffee table, then took out a pen, drew a striking circle on the location of Bermuda Islands in the North Atlantic Ocean, and said with piercing eyes, "It's here Here, Hamilton, Bermuda." "You don't mean the mysterious Bermuda Triangle that is full of horrors, Bermuda? I heard that since the 20th century, hundreds of planes and two hundred ships have crashed or disappeared in that 'trap water area'. There are thousands of unaccounted for missing persons."

Ji Dongxiang said incredulously. Jin Weimin laughed. He folded up the map and put it back into his leather bag, and said seriously: "Bermuda is composed of an archipelago in the Atlantic Ocean, opposite the coast of the Carolinas in the United States. Because Bermuda is economically and politically stable, there are good Business environment. Bermuda is a highly valued jurisdiction that has established itself with modern business laws and An offshore industry with well-developed professional infrastructure. Bermuda is the most ideal place for business registration. Bill Gates is the chairman of the board of directors and the chief software designer of Microsoft Corporation, and George Soros's Soros Fund Management Company is located in Bermuda As the place of company registration, we choose Bermuda as the place of registration of overseas companies, which can avoid many obstacles on the road to listing in the United States. However, in order for Dongqi Group to be successfully listed in New York, our Hong Kong Silver Diamond must register in Bermuda. 51% of the shares, and mainly take the asset of the Ouhua Automobile Factory, this is also to deal with the SEC and the harsh "Sassban-Oxley Act", as well as the US-China Economic and Security Review Commission, you have to give in !" Jin Weimin's tone was unquestionable.

"No," Ji Dongxiang rebuffed without hesitation, "It is very difficult for a complete vehicle company in the automobile industry to be controlled by Hong Kong Yinzuan. First, the municipal party committee and municipal government cannot agree, and second, national policies do not allow it." Jin Weimin had expected Ji Dongxiang's attitude. Just because of the 2% difference between 49% and 51% of the shares, a large piece of state-owned assets would be controlled by Hong Kong Silver Diamond Finance. Not only Ji Dongxiang If you can't readily agree, even Wu Dongming and Xia Wentian may not be able to agree.However, Jin Weimin already had a countermeasure in mind.He discussed a compromise plan with the lawyers of the Hong Kong branch of Gexin Law Firm. The key to the success of this compromise plan is to convince Wu Dongming.

Thinking of this, Jin Weimin said calmly, "Mr. Ji, quickly contact Mayor Wu. I want to have an interview with him." Ji Dongxiang thought for a moment and shook his head, then dialed Jiao Yunlong's cell phone helplessly. After receiving Ji Dongxiang's call, Wu Dongming agreed to spend an afternoon talking with Jin Weimin in detail.After lunch, Jin Weimin rested in the hotel room for an hour, and then accompanied by Ji Dongxiang to the city hall. When Jin Weimin and Ji Dongxiang walked into Wu Dongming's office, Feng Baochun, director of the Municipal Economic Commission, was also there. Wu Dongming held Jin Weimin's hand very enthusiastically and said: "Mr. Jin, I heard from Dongxiang that you are going to force him into the palace! You are so forced that he is a little bit overwhelmed." After speaking, Wu Dongming laughed. After several people sat on the sofa, Jin Weimin said with a wry smile: "Mayor Wu and Director Feng, with the current financial situation of Dongqi Group, it is impossible for the US SEC to accept our listing application, not to mention the harsh "Saspan- The Oxley Act and the US-China Economic and Security Review Commission composed of Washington 'hawkish politicians' are full of barriers, and I have no other way." Jin Weimin did not come up with a compromise plan right away. He still hopes that Hong Kong Silver Diamond Finance will directly control the company, so that the property rights are clear and there will be no future troubles.However, Wu Dongming leaned back on the sofa, sipping tea leisurely, with an expression of refusal to submit. "Mr. Jin, haven't we negotiated a long time ago? Fifty-one percent is the bottom line of Dongqi Group's joint venture. If we lose the controlling stake, we can't explain it to the provincial party committee and the provincial government. We can't change the Dongqi Group in any way." Please Mr. Jin understand the nature of the state-owned enterprise of Automobile Group! You are an expert in capital operation, and I don’t believe there are barriers that can hinder you, Mr. Jin. It’s creative, and I completely agree with your idea of ​​making an overseas shell and going public.” "Yes," Feng Baochun echoed, "The ultimate goal of the joint venture between Dongqi Group and Hong Kong Silver Diamond is to preserve and increase the value of state-owned assets, to bring Dongqi Group back to life and sail far away, not to lose Dongqi Group, and we have no right to do so." Change the state-owned nature of Dongqi Group." Jin Weimin said dumbfoundingly: "Director Feng, do you know why Dongqi Group has reached the point where it is about to sink like the Titanic that has hit an iceberg? It is because there are five icebergs waiting for it to hit. These five icebergs are It is impossible to separate the government from enterprises, it is impossible to restrict ownership, it is impossible to solve the short-term behavior of operators, it is impossible to rigidize budgetary constraints, and it is impossible to check and balance the relationship between managers and employees. I checked the information and found that state-owned enterprises accounted for Half of the assets accounted for two-thirds of the total industrial loans, but only created one-third of the total industrial output value. If this situation does not change, the value preservation and appreciation of state-owned assets is just empty talk. Take Dongqi Group as an example It is said that a luxurious giant ship is about to sink, and there is no talk of maintaining and increasing the value of state-owned assets. If it is really liquidated, it will probably be in negative equity.” Jin Weimin said bluntly. "Mr. Jin, there was a saying in the past that sailing in the sea depends on the helmsman. It is precisely because we can't bear to watch the giant ship Dongqi Group sink in our hands that we hope to cooperate with Hong Kong Silver Diamond Finance to operate under your capital. When an expert is the helmsman, break out of the ice sea! I believe that with Mr. Jin’s sailing experience in the capital ocean, there must be a way to get the best of both worlds. Your boss Jin is a person who wants to do big things, can do big things, and can People who have achieved great things, although your ideas are often surprising, but after careful consideration, I don’t feel that doing according to your plan is out of line. My feeling is that it is big but not empty, anxious but not impatient. Far and away, I trust you completely!" Infected by Wu Dongming's words, Jin Weimin said with concession: "Mayor Wu, it's a pity to be the mayor with your talents. You should be the CEO of a large multinational consortium with your talents." Wu Dongming laughed out loud. Jin Weimin went on to say: "Mayor Wu, I have indeed come up with a compromise plan. I heard Mr. Ji said that the School of Automotive Engineering of Qingjiang University approached him several times, and wanted Dongqi Group to get some money to establish a Qingjiang Province. The Automobile Education Foundation aims to provide some funding and rewards for automobile education and research, but because Dongqi Group has reached the end of its rope, it is unable to provide this money at all, so it has not been established. Qian, the automobile education foundation jointly formed by Dongqi Group, Qingjiang University School of Automotive Engineering and Hong Kong Silver Diamond Finance, registered as a national level, is called the China Automobile Education Foundation. The chairman should ask Director Feng to name it. The company registered in Bermuda has this corporate legal person as the shareholder of the company. I put the Ouhua Automobile assets owned by Hong Kong Silver Diamond Financial Holdings under the name of the foundation, and the foundation holds the registered shell company in Bermuda. We suggest that the shell company be Call Ouhua China Automobile Holdings Co., Ltd., you will transfer 2% of the 51% shares of Dongqi Group to the foundation, and the foundation, a corporate legal person, will control Ouhua Automobile. Mayor Wu and Director Feng , what do you think of this method?" "Let me think about it, put the Hong Kong assets of Ouhua Automobile held by Hong Kong Silver Diamond Finance in the name of the foundation, transfer the foundation to act as a shareholder, go to Bermuda to register Ouhua, and then send it to the United States for listing. I think it's feasible, Baochun, what do you think?" Wu Dongming said after thinking twice. "The foundation is registered with the civil affairs department, and what it gets is a license. It doesn't need to register with the Administration for Industry and Commerce, and it doesn't state whether the nature of the enterprise is a state-owned joint venture or a private company like a business license. The registered capital is clear at a glance. Sir, if I understand correctly, the layout according to your design, the foundation as a shareholder registering Ouhua China Automobile Holdings Co., Ltd. It is an entity in Dongzhou, China, but does the US SEC allow this form of asset restructuring to be listed in the US?" Feng Baochun asked with great concern. "My chief lawyer gave me the answer that there is no problem. It's just that the foundation needs to be approved by the People's Bank of China and registered with the Ministry of Civil Affairs to get a license. All of this still needs the supervision of Mayor Lao Wu." Jin Weimin cupped his hands and said. "It's easier to find your classmate Ding Nengtong than me. He has the most experience in the Beijing Office!" Wu Dongming waved his hand and said with a smile. "So, Mayor Wu and Director Feng, you have agreed to this plan?" Jin Weimin asked in confirmation. "Baochun, Dongxiang, I think it's okay, reform, there is no way out of the above, then let's try and find a way! There is neither way nor way, what should we do? It can only emancipate the mind, kill Make a bloody road, right? Baochun, this plan is feasible, and your municipal economic committee should give it a quick approval. Dongxiang, the sun has set, and you have to celebrate such a big deal. No matter how poor you are, the monk You have to treat me to dinner, I think you are all quite tired, why don't you go to Lu Mingchun and drink some deer blood to make up for it, how about it?" As soon as Wu Dongming spoke, everyone laughed heartily.