Chapter
10.1: Someone Repents
Chu Qianmiao followed Ren Yan to the conference room.
Besides Zhou Hanhai and his assistant to the chairman, Yu Yue, there were three
other people in the room. Yu Yue was the head of the company's restructuring
and listing team, overseeing all liaisons with various intermediaries. If
nothing unexpected happened, he would become the company's board secretary once
the company went public. As for the other three, Chu Qianmiao had never met
them in previous meetings.
After taking her seat in the conference room, Chu Qianmiao
suspected that these three people she hadn't met were the patent holders.
She discreetly glanced at the three men. They certainly
looked like technical professionals, each exuding an air of intellectual
refinement. She concluded that only someone with profound knowledge and
education could develop a patent so crucial to a company's production.
Chu Qianmiao glanced down at the patent copy in her hand. It
provided a detailed overview of the patent.
This patented technology extracts different fibers from
various plants and animals, combining them into a new, high-tech,
environmentally friendly fiber material. This material can be used in the
production of the company's various home textile products. Home textiles
produced using this technology are comfortable, durable, healthy, and
environmentally friendly, and will be Hanhai Home Textiles' flagship products
going forward.
When Chu Qianmiao looked up again, the head of accounting
and the head of appraisers had arrived. With everyone present, the meeting
began.
Zhou Hanhai said to Ren Yan, "Mr. Ren, these three
individuals—Du Ran, Zeng Qiang, and Di Chong—are the patent holders and have
all worked for me for many years. I explained to them that if the company wants
to go public, the patents must be transferred from them to the company. They
don't quite understand why this is necessary. Can you explain it to
everyone?"
Ren Yan nodded, then tilted his head to glance at Qin
Qianyu.
Qin Qianyu immediately got the message. "Let me explain
this issue. It has two main points to consider. According to Article 30 of the
CSRC's "Administrative Measures for Initial Public Offerings and
Listings," the acquisition or use of a company's key assets or
technologies, such as trademarks, patents, proprietary technologies, and
franchises, cannot be subject to the risk of material adverse changes, as this
could affect the company's sustainable profitability. This "material adverse
change" includes the possibility of patent ownership being lost in the
company's name."
Qin Qianyu paused, considerately giving the company's
employees, who typically have less exposure to the capital markets, some time
to absorb their knowledge of capital. Then he continued.
"Another point: According to the Prospectus Guidelines
(for the Main Board, SME Board, and ChiNext Board) and the GEM Prospectus
Guidelines, companies must achieve asset independence, business independence,
organizational independence, personnel independence, and financial
independence. Asset independence includes the company's legal ownership of the
principal land, factory buildings, machinery and equipment related to
production and operations, as well as ownership or the right to use trademarks,
patents, and non-patented technologies. The patent we're discussing plays a
crucial role in the company's production, so for the sake of the company's IPO,
we recommend transferring the patent ownership to the company as soon as
possible."
Chu Qianmiao listened attentively to Qin Qianyu's
explanation. She began to admire the soldiers led by Ren Yan. They could recite
those laws and regulations with ease, as fluently as if they were discussing
the weather, with understatement and ease.
After Qin Qianyu finished his explanation, Zhou Hanhai
looked at the three patent inventors and holders. "If you have any ideas,
feel free to share them. If you have any requests, feel free to raise them.
You've been working with me for a while now, so you know me well. If you have
any ideas, don't hide them. Speak out!"
The three of them exchanged glances and, with witty glances,
chose a representative to speak.
The technician named Di Chong, one of the three, adjusted
his glasses. With a touch of the shyness that characterizes intellectuals
discussing utilitarian matters, he spoke to Zhou Hanhai sheepishly, "Mr.
Zhou, since you've brought this up, we three will speak our mind. We don't
really want to transfer our patent. This patent was developed through countless
hours of lab research, day and night. It's as precious as our child. It's in
our name, and we feel like our child is still ours. But if we transfer it, even
to the company, it would feel like someone else is snatching our child away.
I'm not sure if you can understand what I'm saying."
Zhou Hanhai nodded, "I understand." He turned to
look at Ren Yan. "So, Mr. Ren, what do you think, how can this matter be
best resolved?"
Ren Yan said, "If we don't transfer it, it's probably
not going to work. It will affect the company's listing review." He
paused, pondering.
Chu Qianmiao watched Ren Yan, who had fallen silent, feeling
a sense of loss. On the one hand, she felt Zhou Hanhai was a good boss—he
wasn't overbearing, was considerate, and understood his subordinates. But on
the other hand, she felt he was a bit scheming. He certainly wanted to transfer
the patents to the company, but he didn't offer a single comment on this
difficult issue, completely leaving it to the intermediary to resolve.
On second thought, it was understandable. These
intermediaries, who provide services for companies going public, are paid to do
their job, aren't they?
She was suddenly called by Ren Yan, and the mumbling of her
feelings was abruptly cut off by the call.
"Lawyer Chu, you mentioned patents in your materials
regarding the problems encountered during corporate restructuring and IPOs, and
you also outlined solutions. That's a good idea. Please share it with
everyone."
Chu Qianmiao blinked blankly, then, receiving Ren Yan's
encouragement, nodded. Before she could say "Okay," she quickly
changed her tone to a steady, "Okay."
***
"Actually, my idea is to have an appraiser perform a
valuation on this patent, and then have the three technical experts use the
patented technology as capital to increase the company's capital. This way,
while the patent is transferred to the company, the three technical experts
would also become shareholders. The three experts said that transferring the
patent is like giving away a child, but if you become shareholders, that
problem doesn't exist. It's like transferring a child from your left hand to
your right hand. As shareholders, this patent is, in a sense, still your
child!"
After Chu Qianmiao finished speaking, no one said anything.
She felt a little uneasy, unsure whether she was right or
wrong.
She glanced at Ren Yan, but he didn't respond. He went
straight to Zhou Hanhai, saying, "Mr. Zhou, I think this is a perfect
solution."
Hearing this assessment, Chu Qianmiao felt relieved.
Zhou Hanhai turned to ask the three patent holders for their
opinions. They exchanged glances, and then Technician Di spoke on their behalf.
A slight smile of relief appeared on his face, and he said,
"Mr. Zhou, we all agree with this solution!"
***
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