Chapter 369: Shareholding Agreement

Ji Huan called the two of them to the backyard and briefly explained that Xu Laifu would be joining Baiwei Square.

Xu Laifu wasn’t joining as an employee, but as a shareholder with a degree of influence.

It was like a junior partner had been parachuted in over the heads of senior managers who had earned their place through hard work and experience. Although Xu Laifu wouldn’t be allowed to interfere with the management of the spice business, their interests were now undeniably linked.

Widow Xie and Ji Xuelan had followed her and worked so hard for so long, yet they were merely senior employees. ‘Will they feel slighted? Will they object to this?’

Ji Huan had to consider the possibility.

She was still trying to think of the right words to placate them when Widow Xie waved a hand dismissively. “The man is bringing us a recipe to help us make money. What is there to object to?”

Ji Xuelan added, “If this were before, I wouldn’t have thought much of that soy sauce and vinegar. But after eating the meal you cooked, I’m certain those two things will be big sellers in the future!”

Besides, she was now earning wages far higher than anyone else, and Ji Huan had even entrusted her with something as important as the dehydrated vegetables.

Ji Huan often jokingly called her “Supervisor Xuelan,” and now, whenever the villagers saw her, they would call out the same title.

Ji Xuelan had never imagined that after being cast out by her husband’s family, she could get back on her feet, hold her head high, and live a better life than ever before.

She was increasingly grateful for her choice back then, and she would never forget who had given her this opportunity to turn her life around.

‘If I got any greedier, I’d deserve to be struck by lightning.’

Seeing that the two of them truly held no hard feelings, Ji Huan breathed a sigh of relief.

“What we said when we signed the employment agreements still stands, no matter what. Once business at Baiwei Square picks up, all of you—the supervisors and senior staff—will get a share of the profits.”

The two of them laughed in unison. “That would be wonderful. We’ll just have to work even harder, then.”

With her home front secured, Ji Huan returned to the main hall. She took out the equity-for-technology agreement she had drafted specially for Xu Laifu and asked him to sign it.

The main points of the agreement, as before, concerned confidentiality and the clear division of authority, responsibilities, and profits between both parties.

The most critical clauses were as follows—

“By mutual agreement, the party of Ji Huan will utilize the technology held by the party of Xu Laifu to fund and construct a Sauce and Vinegar Workshop. This workshop, along with Baiwei Square, will be under the ownership of Ji’s Flavor Industry.”

“Upon contributing the technology, the party of Xu Laifu shall gain the status of shareholder, and ownership of the technology shall be transferred to the party of Ji Huan.”

“The newly established Sauce and Vinegar Workshop and its products shall be financially independent, with separate accounting, and profits distributed on a pro-rata basis.”

“The party of Ji Huan is required to disclose financial accounts to the party of Xu Laifu once annually. Upon special request, the accounts may also be made available for inspection at any time.”

“The party of Xu Laifu shall be entitled to a thirty percent share of the Sauce and Vinegar Workshop’s profits, based on the contribution proportion, in addition to a fixed monthly salary in silver and all other employee benefits.”

“Effective immediately, Xu Laifu shall assume the role of General Manager of the Sauce and Vinegar Workshop, responsible for the operation of the new production line, including but not limited to research, development, production, technical guidance, and operations.”

“The party of Xu Laifu is prohibited from disclosing the technical achievements of the Sauce and Vinegar Workshop—including the initial contributed technology and any other trade secrets—to any third party, whether for compensation or not. In the event of a breach causing significant and irreparable damages, the party of Xu Laifu shall pay a penalty of 300 taels of silver to the party of Ji Huan.”

“Furthermore, during his employment at and for a period of ten years after his departure from the Sauce and Vinegar Workshop, the party of Xu Laifu shall not, without prior consent from the party of Ji Huan, engage in, or operate under another’s name, any business similar to or in competition with the Sauce and Vinegar Workshop.”

In truth, with an equity-for-technology deal, the technology could have been appraised at a certain value, with equity distributed according to that assessed contribution.

But at present, that was truly difficult to estimate.

Besides, concepts like “taking a stake” and “equity” weren’t recognized by the government or acknowledged by the law. Without the proper framework, it was all just for show. In the end, they had to fall back on the most basic model: a monthly salary plus a share of the profits.

Of course, this model was also the most advantageous for Ji Huan, as it carried relatively less risk.

This was Xu Laifu’s first time dealing with such matters, so he was exceptionally cautious.

Fortunately, both he and his brother were literate. The two of them read the agreement over and over, then stepped outside with Mr. and Mrs. Xu to discuss it. Only after all their questions were answered and they confirmed there were no issues did he finally sign his name and add his thumbprint.

And with that, Xu Laifu, along with his soy sauce and vinegar, officially joined Ji’s Flavor Industry.

On the way back, Mrs. Xu expressed her worries.

“We’re not dishonest people. Since we promised not to tell outsiders, we certainly won’t. But with that agreement signed, it just feels different… 300 taels of silver! We couldn’t afford that even if we sold off everything we own.”

She had originally wanted to stop Laifu, to make him think it over carefully before deciding whether to sign. After all, when other people went into business together, she’d never seen anyone insist on signing an agreement.

It wasn’t that she was paranoid, but their family simply couldn’t withstand another crisis.

But Xu Laifu said, “Mom, it doesn’t matter if it’s 300 taels or 1,000 taels. As long as we don’t breach the contract and our conscience is clear, it’s just a number on a page.”

“But what if…”

“That’s why we have to be extra careful to make sure that ‘what if’ never happens.”

“Sigh. I’ll have to be on my toes day and night. Laifu’s father, if I start talking in my sleep and accidentally mention it, you’d better just slap me awake!”

Mr. Xu thought, ‘If I had the nerve to slap you awake, you’d probably kick me right out of bed.’

“…When you’re sleeping, I’m sleeping too. How am I supposed to hear you talking in your sleep? Does this mean we need to hire a night watchman? Or maybe we can give the job to Laiyun. He’s young; staying up all night is nothing for him.”

Xu Laiyun grumbled, “I’m starting to wonder if I’m really your son…”

The family shared a laugh, and Mrs. Xu’s worries began to fade.

‘Her son was right,’ she thought. ‘As long as we don’t do anything wrong, we don’t have to worry about the penalty.’

She quickly tried to recall if she had ever let anything slip while chatting with the neighbors.

Back then, she hadn’t been conscious of keeping secrets. People would come by and ask what Laifu was messing with all day, only to see him pouring out vat after vat of failed experiments.

During that period, Laifu’s experiments were failing one after another. Pained by all the wasted ingredients, she had indeed complained about her troubles to the neighbors.

‘But I think I only mentioned things like sorghum and soybeans,’ she mused. ‘I never talked about the specific method…’

As for the actual brewing method, she didn’t even know the whole process. Laifu handled everything himself from start to finish. The rest of the family could only offer limited help, since there was always endless farm work to be done. Especially when it came to the critical steps, none of them knew what to do and were afraid of messing things up, so they relied on Laifu to oversee it all himself.

Besides, for the past year, all the villagers had seen Laifu as a good-for-nothing who was wasting the family’s money. Even when they struck up a conversation, they were more concerned about whether he’d suffered some kind of mental shock, and never paid any real attention to the Autumn Oil Vinegar itself.

At this thought, Mrs. Xu finally felt completely at ease.

Seeing her son looking so energetic and cheerful, she asked, “Look at you, you’re beaming. Are you really that confident?”

Xu Laifu chuckled. “While you were all chatting in the main hall, didn’t Ji Huan call me into the backyard for a talk? She told me about her overall plan and even showed me the storeroom for the finished spices… What’s more, Mom, it’s not just the partnership with Ji Huan that I’m confident in. After today, I finally have confidence in my own Autumn Oil Vinegar. Just you wait and see. I won’t hold her back!”

“That’s good, then.” Mrs. Xu sighed. “She gave us a helping hand when we were at our lowest. You have to take that to heart, work hard, and don’t let her down.”

Mr. Xu added, “I can tell that young woman is a person of integrity. The contract terms may be strict, but in business, even blood brothers must keep clear accounts.”

Mrs. Xu nodded. “You’re right. Everything is wonderful, except for that 300 taels penalty that makes my heart race. She knows our family is struggling, so she’s giving Laifu a monthly salary of one tael of silver, and she even said it will increase later on…”

Those vats of stuff were just sitting at home, impossible to sell, and the sight of them had been a constant source of worry for her.

Now, not only had someone taken it all off their hands, but Laifu was getting a monthly salary and would even get a share of the profits at the end of the year.

‘The profit-sharing is still a long way off,’ she thought. ‘The shop hasn’t even opened, and who knows what will happen.’

The monthly salary, however, would start coming in next month.

From Mrs. Xu’s perspective, with that one tael a month, she would be content even if there were no year-end profits to share.

In the countryside, a stable income of one tael of silver a month was an incredible thing.

‘The main thing is that we don’t have to worry about being stuck with unsellable goods…’

‘But that’s an irresponsible way to think,’ she corrected herself. ‘Since we’re accepting her wages, we should naturally hope for the product to sell as well as possible.’

Xu Laifu said, “She’s being considerate by paying us in advance to put our minds at ease. We can’t just take her money for free.”

He and Ji Huan had discussed it; the earliest the Sauce and Vinegar Workshop could be established was next spring.

For one, they still had a lot of inventory to get through. For another, Ji Huan’s main focus right now was on securing a location for the shop.

The time between the shop’s grand opening and next spring would be the perfect opportunity to observe how the current products sell. If any issues arose, they could make adjustments accordingly.

“So I told her that once Baiwei Square opens, I’ll go over and work as a shop hand for a while.”

Meanwhile, Ji Huan was discussing this very matter with Guan Shan.