On August 18, “Zhang Ziyi Cashed Out 300 Million” shot to the top of the trending topics list.

Many people are just curious about “how much money celebrities make,” but those who truly understand the industry are focused on a different question:

Given that both involved cashing out 300 million, why is Zhang Ziyi’s tax burden “theoretically” 45 million higher?

I. Let’s look at the transaction first

On August 11, 2026, Shangmei Co., Ltd., a company listed on the Hong Kong Stock Exchange, issued an announcement stating its intention to acquire a 29% equity stake in Shanghai Yiye for approximately 384 million yuan. Among these, Gongqingcheng DaJiao Investment Partnership (Limited Partnership)—controlled by Zhang Ziyi—will sell its 23% equity stake for a consideration of approximately304.5 million yuanThe

Big Foot Investment was established in 2018 with a registered capital of 3 million yuan. Zhang Ziyi holds a 99% stake, and her father, Zhang Yuanxiao, holds an 1% stake.

Seven years since its establishment, with a registered capital of 3 million and zero insured employees—based on business registration information, it appears more like a holding platform than an organized, registered venture capital fund.

II. The problem is: it has not been filed.

Many people have the impression that when shares in a partnership are transferred, the transaction is "pierced" to the individual partners, who are then subject to personal income tax at a rate of 20%.

That impression is half right—the tax rate figures are correct, but the underlying assumption is wrong.

OnlyFiled Venture Capital Firms...only individual partners may choose to calculate taxes using the 20% single investment fund accounting method. For general partnerships that have not been registered, gains from the transfer of equity interests must be included in business income and are subject toThe five-tier excess progressive tax rate for 5%-35%The

According to a search of publicly available information by Bigfoot Investments, “It has neither completed the filing as a venture capital firm with the National Development and Reform Commission nor filed as a private fund with the Asset Management Association of China.”. Simply put, it is an ordinary limited partnership."

III. Two Paths, a Difference of 45 Million

There is a difference of about 45 million in the middle.

IV. Another point that’s easy to get confused about

Many people confuse “dividends” from a partnership with “transfer of equity.”

According to State Taxation Administration Circular [2001] No. 84, dividends and profits distributed to a partnership from its external investments shall be taxed separately in accordance with 20%.

But that wasDividendsthe tax rate, notTransfer of Equity Interestthe tax rate.Two tax categories, two sets of logic, separated by a filing requirement.

V. Two Filing Procedures—Neither Can Be Omitted

Document No. 8 [2019] of the Ministry of Finance and the State Administration of Taxation (as extended by Announcement No. 24 of 2023) clearly stipulates that venture capital enterprises may choose between two accounting methods:

Method 1: Single Investment Fund Accounting (20%)

Method 2: Aggregate Calculation of Annual Income (5%–35% Progressive)

But there's one catch—you must first be a venture capital firm that has completed registration with the National Development and Reform Commission or the Asset Management Association of China.

Furthermore,There is more than one step in the filing process. Article 6 of Cai Shui [2019] No. 8 stipulates that where venture capital enterprises choose to use a single investment fund for accounting purposes,The accounting method must be filed with the competent tax authority within 30 days after completion of the filing.If the required filing is not made, it shall be deemed that the taxpayer has opted for the aggregate calculation of annual income.

In other words, even if you’ve filed with the National Development and Reform Commission (NDRC) or the Asset Management Association of China (AMAC), if you don’t complete the second filing with the tax authorities within 30 days, you still won’t be eligible for the 20% tax rate. Once determined, it cannot be changed for three years.

Both registration procedures are required; neither can be omitted.

VI. A Reminder for Bosses

Registration is not an “optional choice,” but rather a “tax rate switch.” When the switch is turned on, the rate is 20%; when it is not turned on, the rate is 35%.

Let’s return to the case of Zhang Ziyi. Da Jiao Investment has a registered capital of 3 million and no employees enrolled in social insurance; based on commercial registration information, it appears more like a holding platform than an organized, registered venture capital fund.

The criteria are simple:

• If the primary purpose of your partnership is toHolding equity while awaiting an exit, and the investment focus falls within the scope of venture capital → Initiate the filing process at the same time as the establishment..;
• If it's just aA holding platform with no external investments → The filing route might not work,In that case, the tax rate costs need to be factored in during the architecture design phase.The

Zhang Ziyi has already paid her 45 million “tuition.” The question is—has your partnership been registered?

📌 If you hold shares through a limited partnership or a shareholding platform and plan to exit, we recommend confirming the filing status and the local tax authority’s guidelines in advance. We provide professional venture capital registration and equity tax compliance services, including assessment of registration requirements, tax burden calculations, and guidance on tax filings.Please feel free to contact us.Customer ServiceWeChat: qcygscszk 📞 Phone: 18676749275, and we will arrange for a professional consultant to work with you one-on-one.

Disclaimer: This article is compiled based on the announcement issued by Shangmei Co., Ltd. on August 11, 2026, and publicly available reports. It is intended solely for financial and tax learning and analysis regarding publicly traded tax mechanisms and does not constitute tax attestation, agency services, or case-specific diagnostic advice. The specific tax categories, rates, and collection methods for equity transfers are subject to the determination of the competent tax authorities and the actual tax filing.