If everyone is reborn, who will work for capital?

Chapter 37 Charles Lin

In the master bedroom of the Nordic Doctor Garden, Geng Zhi was browsing the official websites of one top law firm after another in Shanghai without any distractions.

Suddenly, on the page of the Shanghai representative office of Ruisheng International Law Firm, a name made his mouse cursor stop abruptly—

Gu Wanning.

He raised an eyebrow and curiously clicked on the detailed information:

A graduate of Peking University Law School with a Bachelor's degree and Yale Law School with a Master's degree, she began her career at the law firm of Dukin & Co., often referred to as the "Whampoa Military Academy" of the legal profession. She later joined Morgan Stanley Investment Management in Hong Kong and is currently a senior consultant at Ruisheng International's Shanghai office, specializing in cross-border investment and corporate governance.

It seems my germaphobic landlord, who wears skirt suits, isn't just an ordinary lawyer.

After much deliberation, Geng Zhi paid 800 yuan for a consultation in the name of Charles Lin, an American of Chinese descent, and scheduled a half-hour consultation with Gu Wan Ning.

At 16:28 PM, Geng Zhi walked into the second bedroom, locked the door, drew the blackout curtains, turned on his newly bought ThinkPad T60, set the voice changer to Charles, and used Skype encrypted communication software to dial Gu Wanning's work phone.

[Gu Wanning]: "Hello, this is the Shanghai office of Ruisheng International Law Firm. I am Gu Wanning, a senior consultant."

A clear, professional American English accent came through the receiver, contrasting sharply with the landlord's image that day.

[Straightforward]: "Hello Attorney Gu, this is Charles Lin, who has booked a consultation. I'd like to inquire about the confidentiality of cross-border investment structures. Is your call environment secure?"

Geng Zhi also spoke fluent English, with a calm and even tone.

[Gu Wanning]: "Hello Mr. Lin! The environment I am in is safe. Your confidential consultation appointment is for half an hour, and any time less than half an hour will be charged as half an hour. You can begin your consultation now."

[Straightforward]: "Okay. My client is a Chinese American who wants to make early-stage investments in a range of technology companies in China."

[Straightforward] "But the client has one core requirement: his name must never appear in any shareholder registers, filings, or public reports related to these companies; he needs absolute privacy. I'd like to know what kind of structure would be most suitable."

[Gu Wanning]: "Hello Mr. Lin, the common solution in the industry for handling similar privacy and tax needs is to design a three-tier structure: a limited partnership fund can be set up in the Cayman Islands or the British Virgin Islands as the brain, a Hong Kong company can be held as the tentacle, and then the Hong Kong company can invest in the mainland."

[Gu Wanning]: "The limited partner (LP) status of a Cayman fund can be perfectly concealed through a nominee agreement. The Hong Kong company, acting as an intermediary, can effectively isolate liability and enjoy tax treaty benefits."

Geng Zhi understood; the plan basically matched the general framework he had deduced, indicating that the approach was correct.

[Straightforward]: "What loopholes and risks are there in this plan?"

[Gu Wanning]: "The weakest point of this structure legally is not the documents, but the people. The Hong Kong company needs to open a bank account, and the bank must see a real authorized signatory, verify the passport, and keep a copy of the signature. This is the only necessary button on the invisibility cloak."

[Gu Wanning]: "In addition, the initial capital injection requires a compliant source of funds story that can convince international banks."

Geng Zhi remained silent for a few seconds, trying to digest the meaning behind Gu Wan Ning's words. The most fundamental risks were actually just two: people and money.

[Straightforward]: "So, in your past experience, what are the different solutions for selecting an 'authorized signatory'? What are their respective reliability and costs?"

[Gu Wanning]: "There are usually three solutions. The first is to choose an agent that the client trusts, but the risk lies in the agent's loyalty and lifespan."

[Gu Wanning]: "The second option is to use anonymous director services provided by professional trust institutions. This is costly, and the trust itself will also conduct due diligence."

[Gu Wanning]: "The third option is for a law firm like ours to appoint a lawyer as the nominal director and signatory, under the premise of strict compliance review and signing an unlimited joint liability confidentiality agreement. This is also the best solution in terms of cost, controllability, and professionalism. Of course, the premise is that your client can pass our internal risk assessment."

After presenting clear options, she aptly extended an olive branch for cooperation, implying her willingness to take the order.

Hearing this, Geng Zhi's key doubts had largely dissipated.

He then asked several questions about the details of the structural compliance and the security of the financial chain, to which Gu Wanning provided professional and clear answers.

After a moment's hesitation, Geng Zhi asked his final question: "If my client decides to proceed, can Ruisheng provide end-to-end services, from structuring the organization and drafting documents to serving as a nominal director and reviewing subsequent investment agreements?"

[Gu Wanning]: "Of course. Ruisheng International is extremely professional in this area. We can act as the overall coordinator for the project, coordinating with our legal partners in the Cayman Islands and Hong Kong, and directly providing the core services you mentioned."

[Straightforward]: "So what is the overall timeframe and cost?"

[Gu Wanning]: "A basic, usable framework, from startup to opening a Hong Kong account, will take at least 8 to 10 weeks. The initial cost estimate is between US$120,000 and US$150,000, depending on the complexity. I need a more detailed list of requirements before I can provide a formal proposal."

$120,000 to $150,000?

This is a price of over a million Dragon Coins, much more than I expected! I'm broke right now, where am I supposed to get the money?

He took a deep breath, suppressing the tremor in his heart, and kept his tone calm and composed:

[Straightforward]: "Okay, I understand. I will communicate with the client and then send the requirements list to your email. Thank you for your time, goodbye."

[Gu Wanning]: "Looking forward to your further news. Goodbye, Mr. Lin."

Gu Wanning hung up the phone happily, a smile appearing on her face. The other party was a Chinese American, which was a potential big order.

She never imagined that this "Chinese American" was actually her poor tenant who even haggled over the rent for ages.

After hanging up the phone, Geng Zhi leaned back, smacked his lips, and let out a long breath.

This communication was very fruitful.

He not only verified the feasibility of his envisioned architecture, but more importantly, Gu Wanning's one-stop solution seemed to perfectly resolve the most troublesome "signatory" risk.

After pondering for nearly half an hour, Geng Zhi, combining the suggestions Gu Wan Ning had just given him, decided to create a three-tiered architecture to complete the construction of the "Iceberg Strategy" underlying framework.

Hidden Line - Top Floor:

He established a limited partnership called Vanguard Vision Fund LP in the Cayman Islands. He then controlled a Cayman Islands GP company through a nominee agreement to manage the Vanguard Vision Fund, completely concealing himself among the fund's investors.

Hidden Line - Transit Layer:

A company called Arctic Capital Limited was established in Hong Kong.

Vanguard Vision Fund will be used to wholly own Arctic Capital, and all investment agreements, equity registrations, and fund transfers in mainland China will be conducted in the name of "Arctic Capital".

This not only isolates the direct risks of the Cayman Vanguard Vision Fund but also allows access to Hong Kong's various policies and tax benefits.

Hidden Lines - Operational Layer:

Arctic Capital directly establishes WFOEs (Wholly Foreign-Owned Enterprises) in mainland China to invest in its own projects and those of others.

The three-tiered architecture, with each layer interconnected, is enough to conceal the true intentions beneath the surface.

The only thing we're lacking now is money!

We need money!