Chapter 1
Chapter 1 — The Creator Cannot Be Erased
The night before the company submitted its listing application, the chairman of the board of directors forced me to sign a document acknowledging that his son was the founder. With only two hours left for the listing application to be sent to the appraisal agency, the chairman of the board of directors pushed the final confirmation in front of me. In the "Sole founder" section, the name clearly stated is Zhou Kaiming, his son. Three months ago, Chu Khai Minh didn't even know what the company's first prototype machine was called. And I have contributed here for nine years. I knocked on every door to win the first customers. Four times the company ran out of capital, and I mortgaged my only house to support it. The Chairman tapped lightly on the signature area.
"It's just a name. Sign it, and on the day the gong is announced, you'll still be standing on stage as usual."
I turned to the appendix. Five percent of the shares are transferred. Ten years of agreement not to compete in the industry. The transferee is still Chu Khai Minh. Only then did I understand. What they wanted to take away was never just my name. They want to use the company I built to drive me out of this industry forever. 1. Two hours before signing I picked up three sets of documents and read them from beginning to end one more time. The air conditioner in the meeting room is very cold. Six bottles of mineral water placed on the table were still sealed. The listing documents have been printed and reprinted countless times, with the edges of the paper slightly curled. The red sticky notes that La Man pasted on important items were stacked on top of each other. At eleven forty, all documents must be transferred to the securities company for final review. At twelve o'clock, the listing project team will lock all versions of the file. At 2:00 p.m., officially submitted to the management agency. It is now ten to seven in the morning. Chu Dinh Son sat opposite me, his hands clasped together on the table. His expression remained as calm as in every important meeting over the past nine years.
"Thu Ninh, don't think things are so complicated."
When he talks, he rarely looks straight at one person for too long. He always has the habit of looking at the documents first, then at the clock, and finally at the other person. It was as if all the decisions were not made by him, but were forced to this step by the times.
"The company's history needs to be presented in a unified way. The capital market does not like a business with too many voices. Who is responsible for strategy, who represents the company, it is best to be clear from the beginning."
I looked at the words on the confirmation. Trung Quang Smart Technology Co., Ltd. was initiated and founded by Mr. Chu Khai Minh in 2017. In 2017, Chu Khai Minh was still studying at university abroad. Trung Quang's first office was an old warehouse rented by me. The first model machine that operated stably was the result of seventeen times that I and two engineers disassembled and reassembled it. My first payment from a customer was what I got in return for dragging along a leaky machine and staying to mop floors for two hours after a shopping mall had closed. But on this piece of paper, I am just...
"Professional managers join from the early stages and are in charge of business operations."
Zhou Kaiming sit on my right. Today he is wearing a dark gray suit, and the tie is chosen very discreetly. The signature pen placed in front of him was a gift from the roadshow, and the new logo of Trung Quang was printed on the pen cap. Three months ago, the first time he came to the company, he was still wearing sneakers and holding a glass of iced Americano. Now, he knows what kind of tie to wear during the official application, knows which newspapers like the phrase "rejuvenated management team", and knows that when facing investors, he must call his father "the keeper of the company's long-term development philosophy." He glanced at his watch.
"General Director Trinh, the window for receiving documents has been pushed back two times. If you don't sign today, the people affected will not only be the three of us."
"Which three documents?"
I asked. La Man has been silent since the beginning. She is the Secretary of the Board of Directors and Head of the Legal Department of the company, forty-one years old, and has been with Trung Quang for six years. During the past month, she only slept four or five hours almost every day. The coffee cups in the office have increased from two to four. Hearing my question, she gently pushed the stack of documents towards me another half an inch.
“Confirmation of the founding team and company formation process, share transfer agreement, and even a plan to quit.”
La Man did not mention the four words "non-compete agreement". I opened the third file. The so-called resignation plan, the first six pages only state the position of advisor, compensation, and deadline for handing over work. On the seventh page, the real content appears. The non-compete period is ten years, the scope covers the entire current business field and also the industries "expected to participate" of Trung Quang. That means that if I leave the company, in the next ten years, even if I only work as a product consultant for a business in the same industry once, they can still conclude that I violated the agreement. As for the share transfer agreement... They want to take five percent of the shares in my hands. The transfer price is calculated according to the valuation in the internal capital increase six years ago. At that time, Trung Quang only had one semi-automatic production line, and the business value was less than one-fifteenth of what it is today.
"This is a matter of taxes and corporate history."
Chu Dinh Son spoke up.
"It's not that we want to take advantage of you."
I turn to the transfer price clause.
"Using the price six years ago to buy my current shares... is that also called a historical problem?"
Chu Dinh Son did not answer. He lifted the glass of water only to find that it was empty, then quietly put it down again.
"Thu Ninh, your greatest value does not lie in those shares. As long as you agree to stay, the company will still be in charge of your operations. After a successful listing, salaries, bonuses, including long-term incentive programs, can all be renegotiated."
"If I stay... what is my position?"
"Senior executive advisor."