Rebirth in 1998 is also a kind of life

"Ahh~~~!" Lu Feifei stretched her waist and yawned after today's work finally came to an end.

I looked at my watch a little tiredly... 16:17.

Ami Tofu, I can finally leave work early today!

It's just... I don't know if my sister-in-law's side is over today, it would be even better if I could have dinner with me after get off work!

Lu Feifei thought so, then got up and walked towards the small meeting room...

………………

At this time, in the small conference room, the already exhausted little girl and Wan Qingyi were having a heated discussion with Mr. Wen on the ninth point of disagreement.

"Mr. Wen, I don't agree with the minimum standard of 6 people per project - especially these 6 people must be all managers and technical backbones!" The little girl took a sip of water and moistened her already hoarse voice .

"As the director of the company's supervision department, I know very well what the current manpower reserve level of Cast Investment is like. It's a bit too much to say that our current talents are scarce, but it is an indisputable fact that more than 2% of them are raw." <Level 700 and above, Mr. Wen has seen the information of our personnel department, and naturally knows that there are only more than [-] employees of this level in our company. "

"You know, our casting investment business has developed rapidly in the past few years, new businesses have emerged one after another, and there is a shortage of manpower everywhere; it is now during the company's second strategic transformation period, and there are many businesses with a higher strategic priority than the Shuangqing assistance project. Hey, you can't let us give up our lives to complete the helping work, can you?"

"Besides, I also said before that as long as the ideas of some projects have been verified by the market, in the next two or three years, there will definitely be more than 200 upstream and downstream sub-projects in the extended industrial chain. Evacuating all the people in Zhutou Trading will not be enough!"

Mr. Wen looked at the little girl in surprise: "Director Sima, although Zhutou Trading has developed very rapidly in the past two years, I can see that every step is going very steadily!"

"Generally speaking, it is impossible for such a large company to move so fast and so steadily without an extremely large and mature team and an abundant pool of high-quality talents." Middle managers above level 2 are barely able to survive Use... Doesn't the company have more than 1000 M1-level grassroots managers?Not to mention those grassroots business backbones. "

The little girl sighed: "Mr. Wen, you are a newcomer after all, and you don't know much about the reality of our company;"

"Let's put it this way, if Zhutou Trading is a traditional sales company or production company, then based on the quality of our company's talent pool and training efforts over the past few years, no matter what, we can turn more than 6% of our employees into elite soldiers. If it is In that case, not to mention the minimum standard of [-] people/project, even if it is doubled, it will be no problem.”

"However, our company is a company with a strong Internet color... and it is also a company that is constantly innovating and exploring fast business models;"

"From the initial local life service to the later o2o project, and then to the pure e-commerce business that is about to transform, it is not an exaggeration for us to be called the pioneer of the Internet business model."

"But it is precisely because we have one foot in the Internet industry and the peak of the wave of the times that we know how fast this era is changing and the market competition environment is fierce;"

"Therefore, in our company, except for certain technical positions, no employee has ever been able to be promoted by relying on a single skill-the requirement for them is to learn, learn, and learn in practice until we It is believed that in addition to basic skills, they have a preliminary self-consistent logic, and only then can they be regarded as qualified talents and thus be promoted."

"As a matter of fact, there have been no major mistakes in Zhutou Trading in the past two years, and it even seems to be operating very well from outsiders. In fact, apart from the reasonable setting of the company's management system framework at the beginning, the main reason is our The choice of the market track is good, and the company's execution is relatively in place from the top down. To put it bluntly, until now, the entire casting investment business is just a huge high-quality machine to execute the orders of the chairman, but the management itself lacks Sufficiently accurate market foresight and the ability to stand alone."

&nThe middle managers above level 2 are released because Zhutou Trading has a huge database and a unique background business deployment and communication system to support it. As long as everyone is willing to maintain the previous working methods, there is a high probability that there will be no serious problems with the collective efforts—— However, most of the grassroots managers below the m2 level are fighting on the front line. Due to objective reasons, they have not formed the habit of relying on the background system to cooperate together. Therefore, at the moment, we absolutely dare not release them. "

Looking at the anxious little girl, Mr. Wen couldn't help but twitch his eyelids;

Your company's standard for "qualified"...is really high!

A little speechless, Mr. Wen said helplessly: "Director Sima, how many people are your psychological threshold?"

The little girl thought for a while: "Old Wen, within two years, each project can be stationed for a long time at most... 1 person, no, 2 people!"

Seeing the little girl's reluctance to give up her love, Mr. Wen made some calculations and finally nodded - since the cooperation is through the background system, there is not much difference between 2 people and 6 people, anyway, for those projects The most valuable thing about Zhutou Trading is the market data and business direction guidance.

………………

When Lu Feifei came to the door of the small meeting and checked the situation under the guise of pouring water, the little girl and Mr. Wen were having a heated discussion on No. 11 points of disagreement.

"Director Sima, I once again solemnly request that your company not get involved in these projects in the form of an SPV subject!" Old Wen's expression was very serious, his face was full of fatigue, and his eyes were bright and terrifying.

Wan Qingyi found it a little hard to understand: "Old Wen, why? Don't foreign countries use the form of spv to get involved in ppp projects? The country is now also encouraging private capital and enterprises to use this form to participate in ppp projects!"

Mr. Wen glanced at her lightly, and said in a deep voice: "The reason why the country encourages ordinary enterprises and private capital to participate in the PPP project in the form of spv is because the country is under too much financial pressure now. In order to effectively use private funds and quickly promote domestic infrastructure It is an expedient measure that has to be made because of construction;”

"But Zhutou Trading is not an ordinary company. It's not an exaggeration to say that you are a banner of domestic private enterprises, not to mention that the higher-ups also favor you;"

"Therefore, in this experimental two-tier PPP cooperation model, every move of Zhutou Trading is very likely to bring a strong demonstration effect;"

"If possible, I hope that your company will lead by example and participate in the development of these projects as a company itself, rather than as a spv full of opportunism!"

Seeing the serious atmosphere at the scene, Lu Feifei quickly slipped out of the meeting room after pouring the water... It seems that the sister-in-law will not be able to finish her work for a while.

………………

The so-called spv (specialpurpose vehicle) means a special purpose entity, and it can also be called a "project company".

This kind of equity structure company based on the "risk isolation mechanism" was originally used for asset securitization operations in the Western world, but with the development of time, sponsors and investors have become more and more fond of using this kind of equity structure, which is gradually full of speculative colors. The main body of the company is to participate in various venture capital projects and... ppp projects.

The reason why sponsors and investors like this model is very simple - spv companies can realize limited recourse and risk isolation of ppp projects. Once risks arise, creditors can only have limited recourse to ppp project companies without affecting Assets of the company (except that the company provides guarantee for the external financing of the spv company)

The original intention of this risk isolation mechanism is to dispel investors’ doubts as much as possible, allowing them to participate in those projects with high market risks and high investment, but the country and the capital demand side are urgent, but there is something in this world... …called a “shareholding structure”;

With the in-depth research of some "smart businessmen", an "embedded spv" mode that is less risky, more speculative, and can achieve various reverse operations has emerged.This thing has a more famous name in the mouths of some big guys who fooled people in later generations-the equity structure firewall!

This so-called "least risky" and "most tax-efficient" basic equity structure principle is like this...

Generally speaking, the shareholding structure of a company is that several natural persons register and establish a company, and when the company has income, it has to pay 25% of the corporate income tax;

After the enterprise pays the corporate income tax, if it still wants to distribute dividends to individual shareholders, the individual shareholders also need to bear 20% of the individual income tax;

于是乎，如果傻傻的没有做任何股权架构设计的话，公司+股东个人就需要缴纳40%（100%-{100%-25%}x{100%-20%}=100%-60%=40%）的所得税，这才能够把钱从公司转移到个人手中——这还是在不计入增值税的情况下，否则的话综合税率甚至会超过45%

As a result, for tax planning, some companies have a nested equity structure;

First of all, individual shareholders set up a "partnership enterprise" - since the partnership enterprise has no corporate income tax, the income of the partnership enterprise is transferred to the partners, and only 20% of the personal income tax needs to be paid;

Next, a spv company is established under the partnership—this spv company uses a small registered capital to avoid the risks of individual shareholders;

Finally, use the spv company to set up a surface business company - you will use this company to rent venues, recruit employees, conduct business, issue invoices, and sign contracts (most of the brand companies you know on the market are surface business companies ).

Following these three basic steps, you can not only avoid the risks of individual shareholders, but also increase the registered capital of large-scale business companies and carry out tax planning. , at the same time as cross-shareholding, further carry out the above-mentioned three-step operation, then your shareholding structure will appear extraordinarily complicated, and even hide the real shareholding relationship between each other.

The reason why Mr. Wen is so disgusted with using spv company as the main body of project cooperation is very simple - it's not fair!

Yes, not fair.

You should know that for ppp projects, especially cooperation projects under the double-layer ppp structure, the government and villagers collectively take out funds and assets to convert them into shares to cooperate with you and start business companies-out of the need to attract investment, they The proportion of converted shares is generally low, and the investor has already taken advantage of it.

Moreover, in this kind of cooperation project, foreign investors often have the right to make business decisions, and it is not an exaggeration to say that they are borrowing chickens to lay eggs - investing the least amount of money, enjoying the greatest rights, and taking the lowest risks are already very important. unfair.

However, not all projects can be successful. If the project fails, and the foreign investors of this project are mainly spv companies to intervene in cooperation, then the biggest injustice will really be revealed.

It should be known that foreign investors are basically "limited liability companies"; and according to the above three basic steps, the registered capital of spv companies is relatively small;

So here comes the problem, once the project fails and becomes insolvent, according to legal means, the business company should enter the stage of bankruptcy and liquidation, but the registered capital of the spv company representing the economic entity representing the foreign investor is likely to be only 50 yuan, while with the village The registered capital of a collectively established business company is likely to be as high as 1000 million. After bankruptcy and liquidation, you will bear a loss of 950 million, while others will lose 50 if they are full. It is not uncommon for various operations to transfer assets, which can largely compensate for the loss of previous investments.)

More importantly, even if the foreign investors were caught because of some excessive behavior before, the village collective and the government can pursue the responsibility through legal channels, but the upper shareholders of these spv companies are partnership enterprises;

The registered capital of these partnership companies is also not much, and the bankruptcy system is different from that of ordinary corporate legal persons. The level of partnership is over, and the losses borne by others are also much lower than that of the village collective!

In fact, in the construction of new countryside based on the two-tier PPP cooperation model in later generations, in addition to the common fraudulent subsidies, this kind of cheating method of "realizing and transferring assets" by taking advantage of the small loss of the SPV company's bankruptcy is actually quite a lot ; Therefore, after 2015, local governments and village collectives have a written or unwritten regulation - if the paid-in registered capital of a bidding company is below a certain scale, then there is no qualification for cooperation at all (the general bottom line is 500 million), It is this kind of cheating method that is to be guarded against.

ps: So everyone knows, in the future, if you see someone bragging and promoting your own "equity structure firewall" in front of you, you can just slap them and it's over! ——How can there be so many fools in this world, if it is not a well-known enterprise or a central enterprise, they really think that it is so easy to use four or two thousand catties? (Furthermore, after the introduction of the new regulations this year, this set is no longer useful for tax planning. It is useless except to hide the equity relationship and facilitate the business independence between subsidiaries.)

………………

After listening at the door of the small conference room for a while, I found that after my sister-in-law promised Mr. Wen to participate in the development of various projects in the name of the company itself, she immediately continued to discuss the next topic. Lu Feifei, who was stretching by the window, turned He rolled his eyes - well, it seems that today he can't expect to go home for dinner with his sister-in-law!

Just as she was wondering if she should go back to the office for a while, when she turned her head, Lu Feifei found a familiar figure downstairs. She regained her spirits and shouted loudly, "Xiaoyun~wait for me!"