In recent months, executives at some of China’s most powerful companies have brawled, sued and launched furtive missions to seize control of one of their most valuable assets.
They are rubber stamps.
Also known as corporate chops, the seals themselves cost about $20 each. But under Chinese law, physical possession of the red-ink-stained chop can determine who controls a corporation and the fate of billions of dollars.
In late April, Li Guoqing, who, with his wife Yu Yu, co-founded one of China’s largest online booksellers, went to the company’s headquarters in Beijing on a mission to retake control from his wife, with whom he is locked in an acrimonious divorce battle. She had taken the reins of the company, Dangdang Inc., once a buzzy startup hailed as the Chinese answer to Amazon.com.
According to the company, Mr. Li left with almost 50 official ink-stained Dangdang chops stuffed into a shoebox which he vowed not to part with until he found justice.
“I will have sole custody of the chops, tying them to my belt during the day and keeping them under my blanket during the night,” Mr. Li announced to his 5.4 million followers the next day on the Chinese social-media service Weibo.
Mr. Li posted a document online, stamped with one of the Dangdang chops, declaring Ms. Yu no longer in charge of the company. She responded with a document of her own viewed by The Wall Street Journal, claiming Mr. Li’s seized seals were officially lost and thus temporarily invalidated. It was stamped with a square crimson chop that read: “Yu Yu’s Seal.”
Last week, Mr. Li visited company headquarters again this time accompanied by more than 20 supporters, and left with another cache of company documents, in a scene captured by security video footage and posted online by Dangdang. Days later, local police said Mr. Li had been arrested on the charge of trespassing and disrupting the company’s work. Minutes after the arrest, Mr. Li took to Weibo to assure his followers he still had the chops.
Ms. Yu has said her husband left his role in the company in 2019 and that she is in charge. Mr. Li has said he has authority there and a right to the chops.
For as long as anyone can remember, companies in China have used corporate chops to certify legal documents, authenticate financial statements and sign contracts. Agreements that only carry signatures but no crimson corporate imprint are not legally binding in China.
Though China has leapfrogged much of the Western world in cashless transactions, 5G wireless technology and facial recognition, but companies here have remained stubbornly wedded to the millennia-old chop.
Though chop-hostage crises have long been a source of corporate drama in China, the sudden spate of high-profile cases has prompted a number of companies to seek out legal advice and custodianship over their seals, says Vivian Mao, a partner at professional services firm Dezan Shira & Associates, whose offices across China include special “chop rooms” where the prized rubber stamps are kept under lock and key.
Managing control over a company chop is like arranging a prenuptial agreement, explains Ms. Mao. “No one thinks about it in the beginning, when everyone is happy and gets along with each other,” she says. “They only realize how important control over the chop is when there is internal disagreement or when business relationships break apart.”
Last month, Tencent Holdings Ltd., the world’s fifth-largest internet company with a market capitalization of roughly $750 billion, sued Guiyang Nanming Laoganma Food Co. Ltd., the beloved maker of the country’s best-known chili sauces, for reneging on an advertising contract, winning a court order freezing $2.3 million of Laoganma’s assets.
Over the past year, Tencent had slapped the stoic, apron-wearing Laoganma, or Old Godmother, logo in the backdrops of its mobile games, instructed game show hosts on its streaming platform to cook dishes with the sauce, and enticed gamers to discuss their love for the spicy condiment—all without a penny of Laoganma’s promised payment.
After the court order, police in the southwestern city of Guiyang, where Laoganma is based, said three people wielding forged Laoganma chops had posed as chili-sauce representatives to ink the advertising deal. An embarrassed Tencent offered a reward to anyone with leads on the scammers’ identities: 1,000 jars of Laoganma chili sauce.
On Friday, the two companies issued a joint statement, stamped with the two companies’ chops, saying Tencent had withdrawn the suit and “personally” apologized to Laoganma. The companies declined to comment further.
Though China strictly regulates company chops—laying out specifications for the diameter, shape, design and inscription—they can be easily forged. Some chops have fetched millions at auction—one of the Qing emperor Qianlong’s 1,800 stamps, made of soapstone and engraved with nine dragons, sold for $22 million in 2016. The modern corporate seal is little more than a “piece of plastic with a mechanism to supply it with crimson ink,” says Raoul Schweicher, managing director at Shanghai- based Moore MS Advisory.
Last year, the Ministry of Public Security, China’s main law-enforcement agency, alarmed at the rise in chop-related offenses, unveiled a plan to reform the chop- making industry. That included the formation of a database of licensed chop-makers and promoting the embedding of microchips in chops.
They also promoted the adoption of electronic seals, which Chinese law began permitting five years ago, though the vast majority of Chinese companies—including internet behemoths and bitcoin startups—have found it hard to part with the traditional rubber stamp.
“The chop is a Chinese tradition, people are comfortable using it,” says Eric Carlson, a partner at law firm Covington & Burling LLP in Shanghai. He hopes the recent string of imbroglios will accelerate the adoption of e-chops. Some Chinese companies already offer facial recognition technology to restrict access to a few authorized company officials.
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发表于 2020-7-31 22:29:44
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