Chapter 14 The Final Condition
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Negotiations, day and night negotiations! Disputes, red-faced and thick-necked disputes! Debates, saliva-flying debates!
Such a scene has been unfolding repeatedly at both companies for several days in a row, with no signs of ending.
Sun Zesheng is eating when he should be eating and sleeping when he should be sleeping. In his free time, he has already started planning the next project.
If this time can sell the household hazardous substance detection instrument project, it's okay to say a little. If it doesn't sell, he'll only have about 1.5 million yuan left in his hands, and how to maximize their value is a topic worth pondering.
As the time to leave is getting closer and closer, Zhenmei Holding Investment Co., Ltd. and Lianxiang Investment Co., Ltd. have not replied, nor has anyone called.
Sun Zesheng had given up hope and was preparing to rest for a few more days before taking the 15th train back to Beijing early in the morning. Just then, the phone call he had been waiting for several days finally rang.
"Mr. Sun, do you have time now? If so, please bring your ID card, bank card, household hazardous substance detector and the technical patent certificate of the household hazardous substance detector, etc., to Jinan Hotel for a visit. Let's discuss the cooperation contract." The caller was Ouyang Feixiang from Lianxiang Investment Co., Ltd.
"What kind of cooperation are you planning to adopt?" Sun Zesheng asked.
"Of course, it's about cooperation and starting a company. You are the developer of household hazardous substance detection instruments, and we both believe that you staying in the new company is beneficial for the project's subsequent development. As for the specific details of the cooperation method, let's talk about it when we meet."
"Alright, I'll be right there." He hung up the phone and clenched his fist, swinging it fiercely.
It's on!
Sun Zesheng hailed a taxi and rushed to the Ji'nan Hotel. When he arrived, he found that not only was Ouyang Feixiang there, but also Zhao Hongtu.
"How did you all get together?" Sun Zesheng asked.
"Mr. Sun, we've considered it and there's some uncertainty in the market prospects of household hazardous substance detection instruments. To share the market risk, our two companies have decided to cooperate with you. Lianxiang Investment Co., Ltd., Zhenmei Investment Holding Co., Ltd., and your company will jointly set up a new company to develop and operate household hazardous substance detection instruments together. What do you think?"
For the household hazardous substance detection instrument project, although both companies are optimistic, they also worry about market risks. In history, there have been many industrial and commercial projects that were well-received but failed to gain traction. The high-level executives of both companies felt that taking on this project alone would be risky, so they proactively contacted each other and decided to jointly invest and share the market risk together.
Sun Zesheng shrugged his shoulders and said, "I have no opinion."
"Mr. Zhao pointed to another man in a suit at the scene, "This is Mr. Wang Mingyi, the legal advisor hired by our Zhenmei Holding Investment Co., Ltd. The contract text for the cooperation between the three of us was drafted by him. Mr. Sun, please take a look first. If there's no objection, let's sign it."
Wang Mingyi wore a pair of gold-rimmed glasses, looking refined and elegant, but his overbearing temperament was something that couldn't be hidden. Judging from appearances, he should be an extremely successful professional lawyer.
Apart from Wang Mingyi, Ouyang Feixiang also brought their lawyer along.
Sun Zesheng took over the contract from Wang Mingyi and began to review it.
The main content of the contract is that the two companies and Sun Zesheng jointly set up a company, with the newly established company's equity divided into three parts: Zhenmei Holding Investment Co., Ltd. holds 43%, Lianxiang Investment Co., Ltd. holds 42%, and only 15% is left for Sun Zesheng.
In the contract, it is also stipulated that Sun Zesheng has one veto power over major matters of the company and enjoys the right to priority subscription of shares under equal conditions.
As for what constitutes a major matter, there are also detailed provisions in the contract. For example, when a company licenses patents externally, adds or removes partners, and goes public for financing, etc., all of these are considered major matters.
Besides, it's just a matter of transfer fee now. 50 million, and it's before tax.
Sun Zesheng read through the contract while scanning the entire text with Tianji Star 3000, which has a legal text recognition system that can identify the validity of various legal texts and potential loopholes and pitfalls based on existing legal systems.
Soon, Tianji Star 3000 came to the conclusion that there were no hidden loopholes or pitfalls in the contract. In this regard, Zhenmei Holding Investment Co., Ltd. and Lianxiang Investment Co., Ltd. are still quite authentic.
Sun Zesheng tossed the contract onto the table, closed his eyes, thought for a moment, and then reopened them. He spoke carefully: "You want to increase your shares, I can make some concessions on that point. However, regarding the transfer fee, 5 million before tax is too little. I want to add a zero behind it, making it 50 million, and it has to be after tax. As long as you agree, I'll sign this contract immediately."
"Mr. Sun, you're asking for too..." Ouyang Feixiang said.
Sun Zesheng didn't wait for Ouyang Feixiang to finish speaking and waved his hand, not giving the two a chance to continue speaking.
"This is my bottom line, no room for negotiation. Either post-tax 50 million or still give me 30% of the shares, take it or leave it, if you don't agree, this cooperation doesn't exist."
"Right, I'd like to add another condition. If in the future I can come up with a more optimized solution for detecting household hazardous substances, the company should increase my shareholding ratio or pay me extra."
"Alright, Mr. Sun, wait a minute, let's make a phone call and ask for instructions." Zhao Hongtu said.
"I'll go make a call too." said Ouyang Feixiang.
……
More than an hour later, Ouyang Feixiang and Zhao Hongtu reappeared in front of Sun Zesheng. Both of their faces looked a bit unsightly, apparently the result of the phone call communication had deviated from their goals by no small margin.
"Mr. Sun, after our discussion, we have decided to set up the company according to your original plan. You will hold 30% of the shares in the new company and also receive a substantial transfer fee," said Ouyang Feixiang.
"Your stake in the new company has increased to thirty percent, and asking for too much technical transfer fee is not appropriate. In fact, according to market rules, with such a large shareholding, it's usual not to pay technical transfer fees anymore. However, considering that Mr. Sun is a student and his family conditions are not good, he may need money to improve his life, so we decided to give you some more money for your studies. One million yuan before tax, how about that?" said Zhao Hongtu.
According to relevant laws of China, when an individual transfers a technical patent, they need to pay personal income tax and business tax. The total tax rate is approximately 20.62%. Before tax, the amount was one million yuan, but Sun Zejun finally received less than eight hundred thousand yuan.
Sun Zesheng is not unfamiliar with market rules. In this kind of cooperation through technical entry, the owner or developer of the technology often finds it difficult to obtain additional technical transfer fees after obtaining shares.
If it weren't for increasing the venture capital, Sun Zesheng wouldn't have broken the market rules and asked for an extra technology transfer fee. However, since you, Zhao Hongtu, said that you could give another "pre-tax one million" in technology transfer fees, digging deeper into potential, it's still possible to ask for a bit more.
He has mastered the complete technology of household hazardous substance detectors, grasping the technical throat of the new company, which is also the biggest weakness of the new company. This is his greatest reliance on demanding extra technical transfer fees.
As for the amount, it's secondary. He has already obtained 30% of the shares, and the technology transfer fee can't be too much.
Sun Zesheng shook his head, "One hundred before tax is too little. Alright, I'll make another concession, two million after tax. If you still want to haggle, it's not worth it."
Ouyang Feixiang and Zhao Hongtu exchanged a glance, and then they both nodded in unison, "One million after tax."
"One hundred and fifty thousand after tax, this is my bottom line." Sun Zesheng took another step back.
His bottom line is actually equivalent to using $1.5 million in funding to exchange for 15% of the new company's shares, compared to the cooperation plan proposed by the two venture capital companies. Such a deal, no matter how you calculate it, will not lose money.
"Alright, deal." Ouyang Feixiang and Zhao Hongtu both smiled. Five million was just a drop in the bucket for the companies they represented, but being able to save a little was still something.
Under the witness of lawyers from both sides, the cooperation contract was modified accordingly. Sun Zesheng reviewed it again and after confirming that it met his requirements, he signed his name on the contract and stamped his seal.
Ouyang Feixiang and Zhao Hongtu signed and sealed it, with the lawyers of both sides signing as witnesses.
Years later, both of them were extremely regretful for signing this contract. At that time, the value of the new company's shares had increased several times, and a mere 1.5 million was exchanged for 15% equity, which was simply impossible. Even adding two more zeros would still be insufficient.
After signing the contract, Ouyang Feixiang and Zhao Hongtu each represented their companies to transfer 750,000 yuan to Sun Zesheng's bank account. Then, both companies issued a tax payment certificate of 750,000 yuan after tax. If the tax authorities come to investigate in the future, they can go to Lianxiang Investment Co., Ltd. and Zhenmei Investment Holding Co., Ltd. for explanation, and they will not say that Sun Zesheng evaded taxes.
One hundred and fifty thousand fell into his pocket, Sun Zesheng had almost two hundred thousand in assets in less than a month after his rebirth.
Ouyang Feixiang and Zhao Hongtu secretly sized up Sun Zesheng, hoping to see some excitement on his face. But what disappointed them was that Sun Zesheng's expression was very calm, as if he had just received one or two dollars instead of 1.5 million.
No, saying one or two yuan is a bit exaggerated, it should be one or two jiao, or even just one or two fen.
Ouyang Feixiang and Zhao Hongtu both nodded secretly, relying on this calm and composed demeanor, Sun Zesheng was destined not to be a mediocre person.