Chapter One
Foreword: Why This Document
The four partners begin as friends collaborating on trust. If we do not spell out who does what, who takes what share, and how disputes are resolved, the bigger the business grows, the more likely something breaks.
The goal of this document: to turn "informal understanding" into a "written contract," and to head off the three classes of risk below.
Three Core Risks
i.
Contribution vs. reward mismatch
→ long-term psychological imbalance
→ long-term psychological imbalance
ii.
Blurred decision chain
→ stalling and friction at key moments
→ stalling and friction at key moments
iii.
Missing exit mechanism
→ no clean way to part ways
→ no clean way to part ways
Companion Documents
Chapter Two
The Four Partners' Roles
Partner Profiles
Operating Partner · Full-time
Mr. Lin
- Key contribution: payment operations lead, channel relationships, Hong Kong settlement, Tiankun Shengda entity, Kazakhstan MOU
- Key outputs: channel onboarding, order-splitting design, risk-control decisions
License Partner · Full-time
Wendy
- Key contribution: Hong Kong virtual company legal representative, aggregate-payment license holder, signatory with payment institutions
- Key outputs: first-level review, execution interface with payment institutions
Presence Partner · On-the-ground in ME
CHAI
- Key contribution: Middle East (Dubai) on-the-ground resources, B-side client network
- Key outputs: client engagement, office signage & launch
Strategy Partner · Full-time
Grace Zhang
- Key contribution: strategic architecture, IT-system capability, Kazakhstan project entity structure, investment & financing outreach
- Key outputs: system build, plan documentation, channel & investor outreach
⚠ TBD:
- Will each partner commit to an exclusivity clause (no competing ventures)?
- Is there a minimum time-commitment floor (e.g. ≥ X hours per week)?
Key Relationship Map
┌─────────────────┐
│ Board of Partners │
│ Decision Council │
│ (unanimous, 4-way)│
└────────┬────────┘
│
┌─────────┬───────┼───────┬─────────┐
│ │ │ │ │
[Mr. Lin] [Wendy] [CHAI] [Grace]
Payment License ME Systems &
Channels Compliance Clients Strategy
│ │ │ │
│ └───┬───┘ │
│ │ │
▼ ▼ ▼
[Beijing [Beijing [Grace's Team]
Business Team] Business Team] IT Systems
5-6 headcount support
(under Mr. Lin)
Chapter Three
Equity & Capital Contribution Framework ⚠ TBD
Core Principles
- Contribution drives distribution — capital, resources, time, technology, and channels are all "contribution"
- Stage-gated ownership — prove the model first, formalize equity later
- Dynamic adjustment — review every 12 months
- Vesting & exit — clear vesting period and exit conditions
Three-Layer Equity Structure (Proposed)
Layer 1 · Beijing Operating Entity (Middle East business carrier)
Two candidate entities (still open from the meeting):
- Option A: Wendy's Xingyao Jinbo / Yidian Lingxi Culture & Media (holds the domestic aggregate-payment license; carries the business under this plan)
- Option B: Mr. Lin's Beijing Tiankun Shengda (holds the Kazakhstan MOU; carries the business)
- Option C: A newly incorporated joint venture (four-way ownership — fairest, but slowest)
Recommended path:
- Short term (≤ 6 months): use Wendy's entity to carry business, avoiding delay of new incorporation
- Mid term (6–12 months): incorporate a new joint venture, transition gradually
Proposed Equity Split (Draft · TBD)
| Partner | Proposed % | Basis |
|---|---|---|
| Mr. Lin | 30% | Lead operator + Hong Kong settlement + team |
| Wendy | 25% | License + legal representative + payment-institution relationships |
| CHAI | 15% | Middle East channels + on-the-ground presence |
| Grace Zhang | 30% | Systems + strategy + Kazakhstan entity + capital raising |
| Total | 100% | — |
⚠ TBDThese are draft reference values; final percentages to be negotiated among the four.
Layer 2 · Hong Kong NewCo (profit-maximization vehicle)
- Timing: launch registration after the first 3 transactions clear
- Proposal: mirror the Beijing entity's cap table (simplifies governance)
- Purpose: hold the Hong Kong Money Service Operator (MSO) license, act as cross-border funds custody, book taxed revenue
Layer 3 · Kazakhstan Joint Venture (AIFC entity)
- Chinese shareholder: the Beijing operating entity (indirect holding — the four partners benefit pro rata)
- Kazakh shareholder: TBD
- Recommended Chinese-side stake: ≥ 51% (to retain control)
- See Kazakhstan AIFC FSP Strategy
Contribution Forms ⚠ TBD
| Partner | Proposed Contribution | Valuation / Conversion Method |
|---|---|---|
| Mr. Lin | Cash + channel resources + team labour | Channel resources valued on 12-month flow projection |
| Wendy | License + bring in new investors (in lieu of cash contribution) | License valued at market (≈ RMB 2,000,000) as equity · investor capital brought in is valued and credited to Wendy's contribution |
| CHAI | Middle East channels + venue investment | Valued on next-12-month Middle East transaction volume |
| Grace Zhang | Cash + IT systems + strategy work | Systems valued on person-month cost, converted to equity |
Vesting & Exit
- Vesting period: 36 months from signing of the formal agreement (matches the Kazakhstan project cycle)
- Exit during vesting: only the paid-in cash portion is refunded; no equity upside
- Exit after vesting: settled at 12-month trailing-average valuation × ownership percentage
- Dynamic adjustment: contribution reviewed every 12 months; significant divergence may be renegotiated
Chapter Four
Revenue Distribution Plan
Revenue Categories
Yidian Lingxi income falls into four categories, each with a different distribution rule:
| Category | Description | Distribution Basis |
|---|---|---|
| A · Channel spread | Channel floor rate vs. client quote | Distributed pro rata by equity |
| B · Document service fee | Compliance packaging of client documents | Distributed pro rata by equity |
| C · FX spread + taxed booking | Hong Kong funds-flow income | Booked separately in the Hong Kong company, distributed by that entity's cap table |
| D · Referral commission | The referrer of a client earns an extra cut | Referrer takes 5–10% of total profit personally |
Distribution Cadence
- Monthly: pre-distribution of 30% (ensures partner cash flow)
- Quarterly: formal settlement of 40%
- Annually: retained + reinvested 30% (for new licenses, systems, market expansion)
⚠ TBDRetention ratio to be tuned based on cash-flow reality.
Special Scenarios
| Scenario | Distribution Rule |
|---|---|
| Single large ticket (> USD 5 million) | Cost sheet issued + risk-control bonus of 5% to Mr. Lin |
| Client referral | Referrer earns 5–10% commission (on top of standard equity distribution) |
| Successful new license application | Lead partner earns a one-off bonus (e.g. RMB 50,000 for landing the Hong Kong MSO) |
| Loss-making transaction | Risk-control owner (Mr. Lin) bears 30% of decision responsibility; remainder allocated by equity |
Cost Sharing
Shared Costs (allocated pro rata by equity)
- Hong Kong virtual office + annual tax filing fees
- Dubai office rent + signage & launch cost
- System build and maintenance
- Compliance consulting, lawyers, tax advisors
Personal Costs (borne individually unless otherwise agreed)
- Personal travel
- Personal assistants
Chapter Five
Internal Collaboration SOP
Organizational Chart (Operating Layer)
┌───────────────────────────────────────┐
│ Partner Decision Layer (unanimous) │
└───────────────────────────────────────┘
│
▼
┌───────────────────────────────────────┐
│ COO / Day-to-day Operations Lead │
│ ⚠ TBD: who takes this seat? │
└───────────────────────────────────────┘
│
┌────────────┼────────────┐
▼ ▼ ▼
┌───────────┐ ┌───────────┐ ┌───────────┐
│ Beijing │ │ ME Office │ │ IT Systems│
│ Business │ │ CHAI │ │ Grace's │
│ Mr. Lin + │ │ │ │ Team │
│ Wendy │ │ Signage │ │ │
│ 5-6 heads │ │ launch │ │ │
└───────────┘ └───────────┘ └───────────┘
⚠ TBDDo we appoint a COO, or does each of the four own one pillar?
Meeting Cadence
| Meeting | Attendees | Frequency | Agenda |
|---|---|---|---|
| Partner Monthly | Mr. Lin + Wendy + CHAI + Grace | Monthly (1.5 hours) | Strategy, finance, large tickets, distribution |
| Business Weekly | Wendy + CHAI + Grace's team rep | Weekly (30 min) | Open tickets, pending review, channels, clients |
| Daily Document Review | Wendy + Mr. Chen + on-call second reviewer | Every working day (15 min) | Pending items, risk alerts |
| Systems Bi-weekly | Grace's team + Wendy | Every 2 weeks (1 hour) | Phase 1/2/3 progress |
| Annual Strategy | All partners | Yearly | Retrospective + next-year strategy + distribution reset |
Decision Mechanism
| Decision Type | Decision Maker | Description |
|---|---|---|
| Strategic | All four unanimous | Entity incorporation, equity changes, new license applications, large investments (> RMB 500,000) |
| Operational | Three-of-four majority | New channel additions, pricing adjustments, team hiring |
| Executional | Owner alone | Individual transaction reviews, channel matching, document SOPs |
| Emergency | Individual + notify within 24h | Production incidents, compliance alerts, client complaints |
Key Processes · SOP
Client Intake → Settlement Flow
[CHAI takes the order] → [Grace's team enters into system] → [Wendy first review]
↓
[Grace second review · channel matching] → [Mr. Lin risk control (large tickets)] → [Wendy executes]
↓
[Channel institution] → [Funds flow] → [Hong Kong tax booking] → [Booking · distribution]
See Middle East Rollout Plan · Business Process chapter
Channel Institution Onboarding (Channel Adapter)
System abstraction:
FieldSchema + ChannelAdapter dual-abstraction engine — React + shadcn/ui on the front end, go-zero microservices on the back end. Different payment institutions (LianLian / Yibao / Ebao / Airwallex / XTransfer) plug into the platform via a unified field schema and adapter — no bespoke development per institution.
[New channel institution] → [Wendy leads commercial negotiation] → [Four-way discussion of contract terms]
↓
[Grace's IT team · ChannelAdapter configuration] → [Integration testing] → [Go-live]
Client Complaint / Exception Handling
[Client complaint] → [Interface owner (CHAI / Wendy) responds within 24h]
↓
[Root-cause analysis (Grace or Mr. Lin)] → [Resolution] → [Closed within 48h]
↓
[Audit log recorded · reviewed at monthly meeting]
Communication Standards
| Scenario | Tool | Principle |
|---|---|---|
| Formal partner communication | Email + WeChat voice | Leave a paper trail |
| Daily collaboration | Internal workbench (form-driven system) | Structured submissions — no IM group chats |
| Emergencies | WeChat call | Respond within 30 minutes |
| Client-facing | Platform email + official service account | No personal accounts |
| Meeting minutes | Grace's team circulates within 24h of each meeting | Confirmed by all attendees |
Explicit rule: No large group chats. Four partners connect 1v1 + formal meetings only.
Confidentiality & Dispute Handling
| Scenario | Handling Rule |
|---|---|
| A partner alleges breach of collaboration terms | File a written objection within 30 days; the two parties negotiate |
| Negotiation fails | Refer to the AIFC International Arbitration Centre or Hong Kong arbitration (Kazakhstan matters → AIFC; Middle East matters → Hong Kong) |
| Disclosure of trade secrets | Confidentiality period of 5 years; the disclosing party bears all damages |
| Poaching another partner's staff | Prohibited (during vesting + 2 years thereafter) |
Chapter Six
Performance & Incentives
Partner KPIs
| Partner | Key KPIs | Weighting |
|---|---|---|
| Mr. Lin | Channel count, channel stability, large-ticket risk-control success rate | 40% volume + 30% risk control + 30% channels |
| Wendy | First-review efficiency, error rate, institutional relationships | 40% efficiency + 30% quality + 30% relationships |
| CHAI | ME client acquisition, large-ticket count, office throughput | 60% volume + 40% client satisfaction |
| Grace | System-launch progress, capital-raising progress, strategy execution | 40% systems + 30% strategy + 30% funding |
Employee Incentives (non-partner staff)
- Base salary + performance
- Employees seconded to the Middle East line receive an extra project allowance (RMB 2,000–5,000 / month)
- Systems team paid milestone-delivery bonuses
- Long-term incentive: reserve 10–15% option pool ⚠ TBD
Chapter Seven
Exit & Adjustment Mechanism
Voluntary Exit
| Timing | Settlement |
|---|---|
| Within vesting (< 36 months) | Only paid-in cash + undistributed current-period income |
| After vesting | 12-month trailing-average valuation × ownership % |
| Special contribution (e.g. brought in a strategic investor) | Retains a partial buy-back right |
Involuntary Exit
| Trigger | Handling |
|---|---|
| Serious breach of collaboration terms | Three-of-four unanimous vote; exit at paid-in cash |
| Sustained non-performance (3 consecutive months) | Three-of-four unanimous vote; reduction or exit |
| Legal violation / serious compliance issue | Immediate exit + recovery |
Equity Adjustment Triggers
- A partner's contribution materially rises or falls → 12-month review may negotiate adjustment
- Strategic investor comes in → dilution applied by valuation
- Adding a new partner → requires three-of-four unanimous consent
Chapter Eight
Open Topics for Confirmation
The topics below must be discussed at an in-person four-way meeting and confirmed in writing.
| No. | Topic | Suggested Deadline |
|---|---|---|
| Q1 | Which Middle East business-carrier entity (Xingyao Jinbo / Yidian Lingxi Culture & Media / Tiankun Shengda / new incorporation) | Within 3 days |
| Q2 | Final four-way equity split | Within 15 days |
| Q3 | Contribution forms and valuation-conversion method | Within 15 days |
| Q4 | Do we appoint a COO — and who | Within 30 days |
| Q5 | Is the monthly 30% pre-distribution affordable | Within 30 days |
| Q6 | Option pool size and grantees | Within 60 days |
| Q7 | Whether to include an exclusivity clause | Within 30 days |
| Q8 | Should the Hong Kong NewCo mirror the Beijing entity's cap table | Within 60 days |
| Q9 | Exact referral-commission percentage (5% or 10%) | Within 30 days |
| Q10 | Risk-control responsibility ratio on loss-making tickets | Within 30 days |
Chapter Nine
Execution Timeline (Draft)
| Phase | Date | Milestone |
|---|---|---|
| T + 7 days | By 2026-07-17 | Four-partner meeting to review this document |
| T + 15 days | By 2026-07-25 | Baseline alignment on equity, contributions, distribution |
| T + 30 days | By 2026-08-10 | Formal agreement drafted by counsel |
| T + 45 days | By 2026-08-25 | Four-way signing · Formal agreement v1.0 |
| T + 12 months | 2027-07-10 | First annual review |
| T + 36 months | 2029-07-10 | End of vesting; free-transfer period begins |