Recently, renowned actress Zhang Ziyi made headlines due to a stock transaction.

Four years ago, he invested about 2.3 million yuan; today, he has cashed out more than 300 million yuan in a single transaction.

Some people marvel at her keen investment acumen, while others have started doing the math:With 300 million yuan in cash proceeds, how much of that money will actually end up in their pockets?

Two completely different answers quickly appeared online:

Some say that the individual income tax on the transfer of equity is 20%, amounting to approximately 60 million yuan;

Some also say that, since she holds her shares through a partnership, she could be subject to a business income tax rate as high as 35%, resulting in a tax burden of nearly 100 million yuan.

Why might there be a difference of more than 40 million yuan in an equity transaction of the same 300 million yuan scale?

What business owners should really be paying attention to isn’t just how much Zhang Ziyi earned, but rather what lies behind this deal—the equity structure and the tax implications of exiting the investment.

First, let’s take a look at how this 300 million yuan figure was arrived at.

On August 11, 2026, Shangmei Co., Ltd. issued an announcement stating that its wholly-owned subsidiary, Shanghai Qingdao, intends to acquire a total of 29% shares in Shanghai Yiye for a total consideration of approximately 384 million yuan.

Among them.Gongqingcheng Dajiao Investment Partnership (Limited Partnership) sold its equity interest in Shanghai Yiye 23% for a consideration of approximately 304.5 million yuan.

Among the partners at Da Jiao Investment, Zhang Ziyi holds a 99% stake, while her father, Zhang Yuanxiao, holds an 1% stake. According to public reports, Da Jiao Investment previously acquired the relevant equity at a cost of approximately 2.3 million yuan.

In other words, based on publicly available data, this was a very successful investment exit:An initial investment of approximately 2.3 million yuan resulted in a share transfer consideration of 300 million yuan.

But there is one very important detail: it was not Zhang Ziyi herself who sold the equity.

Rather: Gongqingcheng Dajiao Investment Partnership (Limited Partnership).

It is precisely this distinction that makes the subsequent tax calculations completely different.

Why do some people calculate 20%?(math.) genusBut some people calculate it as 35%?

Many business owners have a very common misconception: “When an individual sells equity, isn’t it just a matter of paying 20% in individual income tax?”

This statement isn't wrong, but it requires a qualifying condition:You must be a natural person holding shares directly.

In accordance with relevant policies on the transfer of individual equity interests, when a natural person directly transfers equity interests in an unlisted company, it is generally done throughThe balance remaining after deducting the original cost of the equity interest and reasonable expenses from the proceeds from the transfer of equityAs taxable income, it is subject to individual income tax under the “gains from the transfer of property” category, at a tax rate of 20%.

But in Zhang Ziyi’s deal, there’s an additional layer:Individual → Limited Partnership → Shanghai Yiye

For general partnerships, the partnership itself is not the ultimate payer of individual income tax; rather, income is allocated to each partner in accordance with the “distribute first, then tax” principle.

Under current policy, the balance remaining after deducting costs, expenses, and losses from the total income of a sole proprietorship or partnership for each tax year is treated as the investor’s business income and is subject to a five-tier excess progressive tax rate ranging from 5% to 35%; this income category includes income from the transfer of property.

Therefore, the tax logic behind the two structures may be completely different:

This is the source of the controversy surrounding “20% and 35%.”

If we calculate using both methods, what would be the difference in cost?

Let’s run a simple scenario analysis. Assuming revenue from the transfer of equity of approximately 304.5 million yuan, and deducting the initial cost of approximately 2.3 million yuan—while temporarily disregarding other costs and expenses, as well as gains or losses from other items—the taxable income would beAbout 300 million yuan.

If the tax calculation follows the 20% method, the tax burden would be approximately 60 million yuan.

However, if this income is treated as business income, given the enormous amount involved, the vast majority of it would fall into the highest marginal tax bracket of 35.1%: the tax liability could approach 105 million yuan.

Between the twoThe difference could be more than 40 million yuanThe

This is why many recent articles have been discussing: When selling equity, why might one structure be 20%, while another is closer to 35%?

However, it is important to note the following:The above is merely a simplified scenario analysis based on publicly available trading data and does not represent the actual amount of taxes Zhang Ziyi ultimately paid.

The actual tax burden is also influenced by a variety of factors, including the actual cost of the equity interest, reasonable expenses, the partnership agreement, other operating income and losses for the current year, the nature of the entity, and whether it qualifies for relevant special tax policies.

Therefore, based solely on publicly available information at this time, we cannot simply conclude that:“Zhang Ziyi must have paid 100 million yuan in taxes” or “She must have overpaid by 45 million yuan.”

What is truly worth studying are the tax rules behind this.

Do limited partnerships always have to follow the 35% structure? There’s also one important exception.

This brings us to a very important policy: venture capital firms.

Cai Shui [2019] No. 8 specifies that eligible partnership-based venture capital enterprises that have completed the filing process and operate in compliance with regulations may choose between two methods for calculating individual income tax.

If you choose:Accounting for a Single Investment Fund

Income from the transfer of equity interests and dividends received by individual partners from a fund may be taxed in accordance with:

Pay personal income tax at the 20% tax rate.

If you choose:Comprehensive Accounting for Annual Income

In that case, individual partners are subject to taxation as “business income,” and the following applies:

Excessive progressive tax rates ranging from 5% to 35%.

Furthermore, current policy clearly stipulates that venture capital enterprises that choose to use a single investment fund for accounting purposes must file a report on their accounting method with the competent tax authority within 30 days of completing the relevant filing; once an accounting method is selected, it generally cannot be changed for three years. The relevant policy has been extended through December 31, 2027.

However, there is another issue here that is particularly prone to misunderstanding:

It’s not as simple as just registering an “XX Investment Partnership” and then applying the 20% rate.

Venture capital firms must comply with the relevant regulations governing venture capital firms or private equity funds, complete the necessary filings, and operate in accordance with established standards.

Therefore, “filing” is not simply a matter of filling out a form at the last minute when selling equity to change 35% to 20%.

True tax planning begins as early as the establishment of a business, the acquisition of equity, and the structuring of investment arrangements.

Many business owners have the wrong idea.::Limited Partnership ≠ Automatic Tax Savings

In recent years, many business owners have preferred to add a limited partnership layer when structuring their equity arrangements.

• Employee stock ownership through a limited partnership;
• The owner controls the company through a limited partnership;
• Limited partnerships are also used for overseas investments.

Gradually, a misconception took hold:“Limited partnerships are not subject to corporate income tax, so they’re definitely more tax-efficient.”

In fact, that's not necessarily the case.

1,No corporate income tax means a low tax burden.

The fact that partnerships follow the “distribute first, then tax” principle does not mean that this income is not subject to taxation.

After looking through to the individual partners, individual income tax must still be calculated according to the applicable tax categories.

2,Any investment income is classified as 20%.

That's not right either.

For example, income earned by a partnership from external investmentsDividends, Bonuses...Individual partners are generally taxed separately under the “interest, dividends, and profit distributions” category, at a tax rate of 20%.

However, receiving dividends and selling shares are two completely different things.

Depending on the tax category, the results may vary significantly.

3,It was possible to verify this in the past, and it is still possible now.

This path is getting harder and harder to navigate.

Announcement No. 41 of 2021 issued by the Ministry of Finance and the State Taxation Administration specifies that sole proprietorships and partnerships holding equity investments—such as equity interests, stocks, and interests in partnerships—shall uniformly be subject to individual income tax assessed through the examination-based assessment method.

This regulation will take effect on January 1, 2022.

Some past practices that relied on industrial parks“ ”fixed-rate taxation” to reduce tax burdens on investment exits can no longer be simply replicated.

What real lesson did Zhang Ziyi's 300 million yuan teach her boss?

When your company is valued at only 10 million yuan today, you might feel that whether it’s 20% or 35% isn’t that important.

But if one day—when your company’s valuation reaches 100 million, 500 million, or even 1 billion yuan—and you’re preparing for financing, mergers and acquisitions, or a sale of equity, you’ll discover that the shareholding structure you casually set up back then could affect taxes amounting to several million, tens of millions, or even hundreds of millions of yuan.

So, if you currently hold equity in a company through a limited partnership, a limited liability company, or a multi-tiered structure, we recommend asking yourself a few questions in advance:

1,Should my company pay dividends over the long term, or should I eventually sell my shares and exit?

2,So, is this limited partnership an employee stock ownership platform, a family stock ownership platform, or an investment platform?

3,If the company were to be acquired in the future, what would be the tax liability under the current structure?

4,If the equity value has risen from 10 million yuan to 100 million yuan, is it still too late to adjust the structure now?

A well-developed equity structure should give careful consideration in advance to how shares will be distributed, how funding will be raised, how the company will be sold, and how investors will exit in the future.

The more valuable the equity is,(math.) genusThe more important it is to figure this out well in advance

In the early stages of a company’s development, adjusting the equity structure may simply be a matter of filing changes with the commercial registration authorities.

However, as the company’s valuation continues to rise, any transfer of equity, restructuring, or change in the entity holding the shares may result in new tax costs.

Therefore, companies that already have a multi-tiered equity structure, limited partnership holdings, or employee stock ownership platforms—or those with future plans for financing, mergers and acquisitions, or exit strategies—should conduct a comprehensive review of their equity structure and tax affairs well in advance.

Depending on a company’s stage of development, Qicaiying can provide professional support in areas such as tax health checks of existing equity structures, tax burden projections for various exit strategies, domestic and international equity structure planning, and financial and tax compliance for equity transactions, helping companies gain a clear understanding of the tax costs associated with different options in advance.

Based solely on publicly available information, it is currently impossible to determine exactly how much tax Zhang Ziyi ultimately paid on this 300 million yuan transaction.

But for all business owners, the key lesson to take away from this deal is already very clear:For the same equity interest, the ultimate tax implications can vary significantly depending on who holds it, through which entity it is held, and how it is eventually divested.

Shareholding structure isn’t something a company should consider only after it has grown large; rather, the earlier it is planned, the more options will be available in the future.