PNB Chapter 100 Digging a Big Trap for the Ma Family Father and Daughter
Chapter 100 Digging a Big Trap for the Ma Family Father and Daughter
Chapter 100 Digging a Big Trap for the Ma Family Father and Daughter (Part 1)
In a conference room of a high-end hotel in downtown Shanghai.
Outside the huge floor-to-ceiling windows lies the dazzling night view of the Bund, but inside, a tense atmosphere hangs heavy.
On one side of the long conference table sat Geng Zhi, Gu Wanning, and Li Haipeng. On the other side were Ma Chunmei, her father Ma Wencai, her uncle Ma Wenbiao, and Lawyer Chen, whom Ma Wencai had brought from Shanxi Province.
Ma Wencai, puffing on his cigar and leaning back in his chair, tossed out a copy of a bank transfer record and cut to the chase: "Xiao Geng, the accounts are very clear. The business registration shows you contributed 160,000, but you didn't actually contribute a single penny! Chunmei genuinely contributed 100,000, yet she only owns 10% of the shares?"
He slammed his fingers on the table: "This equity distribution is a complete scam! We're here today to take back what Chunmei is rightfully entitled to, at least 50% of the shares, not a single bit less!"
The pressure was overwhelming.
Geng Zhi looked troubled, but said sincerely, "Uncle Ma, there are some things you may not know. The fundamental reason for starting this company was that Chunmei needed a standout entrepreneurial project to boost her chances of getting into graduate school."
"As her classmate and friend, I came up with the idea of 'Jiaotong University matchmaking' on the spur of the moment to help her, and I even gave her the CEO title and the opportunity."
Upon hearing this, Ma Wencai slightly raised his eyelids and glanced at his daughter beside him.
Ma Chunmei's lips moved, but she didn't dare to make a sound.
Ma Wencai was indeed unaware of this background, but even if he had known, whether he would have acknowledged it or not is another matter.
Geng Zhi paused for a moment, then continued, "That 100,000 yuan was voluntarily invested by Chunmei for the CEO status and the extra points she would gain. If it were just an investment, why didn't she ask for shares proportional to her investment? Because we all know that this 100,000 yuan was to buy help with the postgraduate entrance exam, not company ownership."
"You—you're talking nonsense!" Ma Chunmei's face changed, and she couldn't help but retort, "I really want to start my own business!"
I also have my own entrepreneurial plans!
Seeing this, Attorney Chen immediately interjected in a professional and calm tone: "Mr. Geng, legally speaking, proof of capital contribution is one of the most direct evidences of equity ownership. Our client has the right to request renegotiation of any manifestly unfair terms."
"This lawyer, from the company's inception to its operation from scratch, all the operations and activities were handled by Li Haipeng and me. Your client didn't contribute a single bit. Do you think that's reasonable?" Geng Zhi retorted.
"I've given the company a name!" Ma Chunmei exclaimed urgently.
Attorney Chen raised his hand, indicating that she didn't need to say anything more.
Seeing that the three men were all young and none of them knew anything about the law, he began to put pressure on them: "Mr. Geng, I am a professional lawyer. I would like to remind you that the law recognizes written agreements and factual evidence. Your issue of false investment may itself involve violations of relevant business registration regulations, the nature of which can be minor or serious."
At this moment, Gu Wanning, who had been quietly listening, raised her eyes and calmly replied, "Attorney Chen is right. But firstly, according to the Company Law and judicial interpretations, the agreement between shareholders, their contributions to the company's development, and the agreed-upon risk-sharing methods are also important factors in determining the shareholding ratio. The company's Shareholder Agreement has been in effect for some time, and its legal validity is complete."
She paused, her gaze sweeping over Ma Chunmei: "Secondly, if the issue of funding is truly pursued, Geng Zhi certainly bears responsibility, but Chunmei may also face integrity issues due to inaccurate registration, which could even affect her studies."
Upon hearing the word "academics," Ma Chunmei felt a sudden tightness in her chest; this was her most vulnerable point at the moment.
A hint of embarrassment crossed Attorney Chen's face. He hadn't expected that this young-looking, elegant woman would be so knowledgeable.
The next half hour or so turned into a professional exchange of legal provisions and cases between Attorney Chen and Gu Wanning, although Gu Wanning kept her skills to herself.
Ma Wencai and Ma Chunmei, on the other hand, would sometimes chime in and sometimes argue unreasonably.
The atmosphere in the meeting room grew increasingly tense, the tension rising, and Geng Zhi was clearly struggling to keep up.
Seeing the situation reach a stalemate, Li Haipeng stood up at the opportune moment and tried to smooth things over: "Uncle Ma, Chunmei, President Geng, let's not ruin our harmony. The company is about to raise a lot of money. If we make a scene now, the valuation will drop, the capital will stop flowing, and everyone's shares will become worthless. It won't benefit anyone, right?"
"But we can't let Chunmei suffer! How can you bully an honest person like this?" Ma Wencai continued to stir things up.
Geng Zhi took a deep breath, as if making a decision: "Uncle Ma, I understand your desire to fight for Chunmei's interests. Therefore, for the sake of the company's overall interests, I will make a concession."
Upon hearing this, Ma Chunmei's eyes lit up, but the seasoned veteran Ma Wencai remained unmoved.
Geng Zhi paused slightly, then continued, "I am personally willing to transfer a portion of my shares to Chunmei at a low price, so that her shareholding ratio can be significantly increased."
Upon hearing this, Ma Chunmei eagerly asked, "Oh? How do we spin? Now? How much?"
"I can transfer 20% to 40% of my equity to you. The transfer price will be calculated based on the pre-investment valuation given by a venture capital firm I'm currently negotiating with. This is fair to everyone," he said honestly.
Ma Wencai was visibly pleased upon hearing this.
He had already consulted with Attorney Chen before he came, and the probability of getting the shares back was almost zero.
His original strategy was to "make a scene" and exert pressure to squeeze out as much as possible, even if it was just 5% or 10% more, it would be a free win.
Unexpectedly, the straightforward guy immediately asked for 20% to 40%! If he could get 40%, his daughter would immediately become the company's largest shareholder!
This is such a pleasant surprise!
But he immediately calmed down and became very vigilant.
He subconsciously looked at Attorney Chen, asking with his eyes: Is there a trap here?
After thinking for a moment, Attorney Chen asked, "Mr. Geng, what is the company's pre-investment valuation now?"
"A Hong Kong-based capital firm has agreed to invest US$60 for a 30% stake, which means the company's post-investment valuation is US$200 million, approximately —"
Geng Zhi took out his phone calculator and did another calculation before continuing, "The post-investment valuation is about 1400 million yuan, and the pre-investment valuation is close to 1000 million yuan."
When Ma Wencai heard Geng Zhi say the valuation was 1400 million, he was still shocked.
Attorney Chen quickly did some mental calculations and said, "So, Mr. Ma wants to buy 20% to 40% of your shares, which will cost him 200 million to 400 million yuan?"
"Let me calculate it." Geng Zhi took the calculator and did the calculation again, then nodded and said, "Attorney Chen's calculation is correct."
Upon hearing this, Ma Wencai began to quickly weigh the options in his mind.
He could easily come up with 200 million or 400 million.
If you buy in at the pre-investment valuation, the value of this equity stake can immediately increase by 40% once the investment is in place. If the company becomes even more valuable in the future, the profits will be even more substantial.
If you resell it later, you can make a fortune.
But that's only the ideal scenario. What about the risks?
"Wait a minute!" Attorney Chen suddenly spoke up, as if he had grasped a crucial loophole. "There's a big problem here! What if the financing ultimately fails? Wouldn't the equity we bought with real money potentially depreciate significantly, or even become worthless? Wouldn't we be the ones who got ripped off?"
Seeing that the time was right, Gu Wanning began to interject.
She frowned slightly, as if only now realizing the problem, and looked at Geng Zhi: "Attorney Chen is right. If we proceed with the equity transfer registration now, investors will definitely question the team's stability, and the financing will inevitably fail! Right, Attorney Chen?"
Attorney Chen, prompted by Gu Wanning's comment, immediately realized what was happening and nodded repeatedly, "That's right! Attorney Gu—you're absolutely right, this is a fatal hidden danger!"
Ma Wencai looked sharply at Gu Wanning: "Then tell me, how do you plan to solve this?"
Gu Wanning met his gaze, pondered for a moment, then looked at Attorney Chen and said in a tone as if discussing a professional solution, "Attorney Chen, in my experience, the best solution in this situation might be—for both parties to sign a 'Forward Equity Transfer Agreement'."