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Corporate Affairs

 

Overview

With abundant practicing experience over the years, our non-litigation lawyers have gathered and organized all the daily legal affairs of enterprises, and have developed a set of relatively complete legal risks prevention system. In addition, our lawyer teams have actively investigated and studied the characteristics of various industries and enterprises so as to provide each consulting organization with comprehensive legal services with focus on legal risk management, acquisition and restructuring, permanent legal advisor, and labor. The consulting organizations of Yidao covers large real estate companies, large state-owned enterprises, the Fortune Global 500 enterprises, government agencies, as well as prestigious private enterprises. At the same time, our lawyers also provided non-consulting business entities with extensive, high-quality and efficient legal services, and helped them effectively solve their most urgent needs.

Contents

Establishment, registration and cancellation services for companies

Design and improvement of a company’s financing structure and methodology

Design and improvement of a company’s equity structure and management structure

Legal risk management for company operations

Design and improvement of the corporate governance structure

Design and improvement of a company’s internal control system

Design and improvement of a company’s equity incentive mechanism

Tax-related legal affairs

Labor-related legal affairs

Legal affairs related to an enterprise’s credit risk control

The merger, separation, acquisition and restructuring affairs of a company

Negotiation and mediation of a company’s equity disputes

Company bankruptcy in terms of reorganization, bankruptcy and liquidation

    ……

Experience

Presiding over and participating in the full process of Tianjin Pipe (Group) Corporation’s USD 1.2 billion overseas factory investment and establishment project in Indonesia, Nigeria, Dubai and Egypt from beginning to end; 

 

Participated in the full process of Tianjin Pipe (Group) Corporation’s USD 1.3 billion ODI investment project in the United States, including the prophase feasibility analysis, the designing of the company’s organization structure and investment mode, full-range translation and management of U.S. laws, formulation of the cooperation agreements and other complete sets of legal documents in both Chinese and English, as well as presiding over and participation in the joint venture negotiation with foreign merchants, etc.;

 

Participated in the full process of Tianjin Pipe (Group) Corporation’s anti-dumping and anti-subsidy cases in the United States, with familiarized knowledge of corresponding response procedures;

 

Presiding over the series of private equity investment fund projects, initiated by the wholly-owned subsidiary company of Jifu Fund in China, a famous transnational fund company, with the total raised amount at more than 1.8 billion Yuan, with full participation in the legal services of fund raising and investment;

Providing a venture capital company in Tianjin with special legal services for the establishment of a limited partnership private venture capital investment fund for an equity investment project;

Presiding over and participating in the full process of the company's deadlock project that  Singapore Falmac Limited invested to set up two wholly-owned subsidiaries in Tianjin. We developed a comprehensive dispute solution, assisted relevant departments in the investigation and participation in the business negotiation, and traveled to Singapore to appear at the Singapore High Court;

Presiding over and participating in the full process of the international goods purchase and sale contract disputes between such foreign companies as the Indian Paxal Corporation, Brazil Totaphlast Industria de Descartaveis Plasticos Ltd., Syrian Ramei Chemical Co., and Amman Jordan, and domestic suppliers;

Presiding over and participating in the full process of the equity transfer and liquidation cancellation issues of Venice Sky (Tianjin) Jewelry Co., Ltd., an Italian sole-funded corporation; 

Participating in and presiding over the full process of the capital increase and equity restructuring project of a machinery company in Huanghua City, designing programs for poor governance structure and other historical issues, and helping the company to successfully achieve restructuring ;

Participating in the full process of the 4 private equity investment funds belonging to Tianjin Jitian Equity Investment Fund Management Co., Ltd.;

Providing Tianjin Zhonghuan Semiconductor Co., Ltd. with special legal services for the issuing of corporate bonds and listing at the beginning of 2010;

Investment development and sale of the Yueyang Pearl Bay Project for Tianjin Huibang Investment Co., Ltd.

……

 

Real Estate Affairs

 

Overview

The businesses of real estate and construction projects are characterized by large quantity, cumbersome formalities and close contact with government departments. Since our establishment, our lawyer teams have always remained dynamic in the leading front of the industry. Our lawyers have sorted out and managed such cumbersome and tedious affairs and established a set of sound business systems. Furthermore, we maintain active communication with relevant government departments to keep ourselves timely informed of the policy support and market trend so as to constantly improve and enhance the business quality of our firm. Through a long-term practice in judicial work, a rich inventory of business and experience has been accumulated to equip us with the very confidence and capability to meet the various needs of the customers in their respective fields.

Contents

Regular legal services in real estate operation and management

Foreign investment in real estate in China

First-class land development

Bidding and tendering of construction project

Legal services in prophase real estate projects

Transfer and lease of state-owned land-use right

Real estate cooperation and development

In-process construction transfer and real estate project acquisition

Construction contract disputes

Sale and delivery of real estate

    ……

Experience

Presiding over the full process of the Limitedless Investment Group’s transfer of the in-process construction in Xiangluo Bay Business District;

Participating in the investment and construction of economically affordable housing project for armed police officers by Tianjin Yize Energy Investment Management Co., Ltd.;

Participating in the USD 47-million equity financing project between Tianjin Development Zone Xiangda Real Estate Development Co., Ltd., and a world famous investment bank;

Presiding over and participating in the full process of the proposed acquisition of the Tianjin Branch of Zhonghui Xiyuan Real Estate Group Co., Ltd. for the residential areas in Zhangjiawo Town, Xiqing District;

Presiding over the Coastal Zheshang Investment Group's acquisition of an in-process construction project in Huanghua Port Economic Development Zone at a price of 370 million Yuan;

Participating in the acquisition of the Northern Europe City Project by Tianjin Jialei Real Estate Development Co., Ltd. from Tianjin Xiangda Real Estate Development Co., Ltd.;

Presiding over the full process of the Coastal Zheshang Investment Groups 400,000m2 small demonstration urban construction project for the Xiqing District Peoples Government in Tianjin;

Presiding over the full process of the acquisition of the Plot #3 Project by Swiss Roca Economic Park Co., Ltd.;

Providing special legal services to Tianjin Haodi Group Co., Ltd., for the residential project acquisition of Chaoyang Garden in Ninghe, Tianjin and the development of Huarui High-tech Real Estate Project in Beicheng District;

Providing special legal services to Tianjin Ruiji Real Estate Development Co., Ltd. and its partners for the acquisition and real estate development of Peace Times Project in No.2, Xinjiang Road, Heping District, Tianjin

……

 

Merger, Acquisition and Restructuring

 

Overview

The volume of merger, acquisition and restructuring of businesses has always accounted for a large proportion of Yidao’s total business volume. Thanks to their rich experiences and tacit teamwork, our lawyer teams will consider the actual situations of enterprises and integrate all managing information, proceeding from the angles of “contingent liabilities,” “intellectual properties” and other factors to ensure successful corporate merger, acquisition and restructuring. Our clients in this business field include state-owned enterprises, private enterprises, listing companies and foreign investors, covering such industries as real estate, telecommunication, media and entertainment, commercial retail, high-tech, new energy, energy and natural resources, traditional manufacturing sector, etc. 

Contents

Provision of merger and acquisition information

Due diligence on merger and acquisition projects

Legal support and risk avoidance for merger and acquisition projects

Drafting letters of intent, frame agreements and transaction contracts

Relevant government approval and registration procedures for merger and acquisition

Delivery of merger and acquisition affairs, and the handling and inheritance of credits and debts

Design of merger and acquisition proposals, and transaction mode

Corporate integration planning after merger and acquisition

Business negotiation of merger and acquisition projects

Drafting changes in funding procedure resolutions, instruments and more for of merger and acquisition;

Execution procedures for the equity subscription and stock capital payment of merger and acquisition

Testimony of the registration of change, cancellation and incorporation procedures in merger and acquisition projects, and the preparation of documents

    ……

Experience

Presiding over and participating in the assets acquisition project between the Real Estate Business Division of Citibank and a logistics transportation company in Tianjin Airport, and assisting Shanghai Representative Office of Paul Hastings LLP for due investigation in Tianjin;

Participating in the full process of the merger and acquisition of a famous enterprise in Tianjin by Baker Hughes, the largest electromechanical transnational group in the world;

Participating in the full process of the acquisition of an in-process construction project under Beijing Chunguang Real Estate Development Co., Ltd., by TISHMAN SPEYER GSC PARTNERS LLC, a famous real estate fund in the United States;

Participating in the full process of the acquisition and merger of the MATEX (Tianjin) Co., Ltd. by Nitto Denko (Tianjin) Co., Ltd., a wholly-owned subsidiary under Nitto Denko Corporation, one of the Fortune Global 500 enterprises in the world;

Presiding over the full process of the equity acquisition investment project of TPCO Investment Co., Ltd., an investment company under Tianjin Pipe (Group) Corporation in the Zhao’an Industrial Zone, Fujian Province from; 

The 100% acquisition of the well-known largest hardware town in Tianjin and the two internationally Class-A office buildings on the plot by a real estate company in Tianjin via an equity acquisition at the amount of more than 100 million Yuan;

Presiding over and participating in the full process of the acquisition of Tianjin Heping Construction Engineering Group Co., Ltd., and its 9 wholly-owned affiliated subsidiaries by Tianjin Haodi Group Co., Ltd.;

Participating in the full process of the acquisition of the “Delixi Industrial Park” Project by the Hedong District Government via an equity acquisition, serving as the legal advisor to the Hedong District Government taking care of all the relevant legal documents covering the acquisition mode design, due investigation, project negotiation, drafting of letters of the intent of acquisition, acquisition agreements and other attachments;

Participating in the full process of the acquisition of the Tianda Tiancai Hotel Project by Tianjin Meijia Real Estate Investment Consulting Co., Ltd.;

Participating in the full process of the acquisition of the Tianjin Haiyi International Center Project by the Tianjin Xiangda Group;

Participating in the acquisition of Tianjin Yicai Network Technology Development Co., Ltd. by a risk investment entity via assets purchase

……

 

Foreign Investment & Immigration

 

Overview

Foreign investment is one of the core businesses for our legal team in the field of non-litigation practice with an excellent reputation within the industry. Based on the professional, meticulous and considerate services provided for overseas investors with consideration of the local situations of the place where capital is invested, our lawyer teams conduct comprehensive analysis and customize the exclusive and unique capital investment program for the investor in accordance with the needs of each investor. In addition, our non-litigation lawyer teams also provide each investor with “after-sale services” on a regular basis, including follow-up legal analysis in real time, prompt response to government policies at the right place on the right time. Our lawyer teams have remarkably represented overseas investors to successfully accomplish a large number of projects of wholly foreign-owned investment or Sino-foreign joint venture, cooperative projects, and re-investment projects of foreign-invested enterprises within the country.

 

Contents

Review of foreign enterprise’s qualification and investment projects

Transaction structure design and due legal investigation

Legal risks and legal feasibility for foreign investments

Drafting and review of investment agreement, incorporation documents and other relevant documents based on Chinese laws

Participation in negotiations between foreign companies and Chinese enterprises

Provision of special consulting services in connection with issues concerning Chinese laws

Drafting, helping formulate, and reviewing the application documents, and assisting in the communication with approving department and other relevant government departments

Affairs related to joint venture with domestic enterprises

Assistance in industry and commerce registration and other filed registration

Legal compliance of the foreign-invested enterprise's daily operation

Restructuring, merging, separation, dissolution and liquidation of foreign-invested enterprises

Experience

Presiding over and conducting the full process of the 20 key projects in Tianjin - the Sea Water Desalination Project in the Lingang Industrial Area, as well as Chinese-foreign cooperative development project between GE Water Treatment Group and the Israel BCID Group.

 

Presiding over and participating in the full process of the joint venture project between Tianjin Pipe (Group) Corporation and an international large drilling tool in Tianjin and Jiangsu, China;

Presiding over and participating in the full process of the prophase legal affairs in connection with the investment and establishment of a Greek company in Tianjin;

Presiding over and participating in the full process of Tianjin Pipe (Group) Corporation’s USD 1.2-billion overseas factory investment and establishment projects in Indonesia, Nigeria, Dubai and Egypt;

Participating in the full process of Tianjin Pipe (Group) Corporation’s USD 1.3-billion ODI investment project in the United States, carrying out the prophase feasibility analysis, designing of the company’s organization structure and investment mode, full-range translation and management of the U.S. laws, formulation of the cooperation agreements and other complete set of legal documents in both Chinese and English, as well as presiding over and participating in the joint venture negotiation with foreign merchants, etc.;

Participating in the full process of Tianjin Pipe (Group) Corporation’s anti-dumping and anti-subsidy case in the United States with familiarized knowledge of the corresponding response procedures;

 

Presiding over and participating in the full process of the company's deadlocked project that Singapore Falmac Limited invested to set up two wholly-owned subsidiaries in Tianjin. We developed a comprehensive dispute solution, assisted relevant departments in the investigation and participation in the business negotiation, and traveled to Singapore to appear at the Singapore High Court;

     Presiding over and participating in the full process of the international goods purchase and sale contract disputes between such foreign companies as Indian Paxal Corporation, Brazil Totaphlast Industria de Descartaveis Plasticos Ltd., Syrian Ramei Chemical Co., Amman Jordan, and the domestic suppliers;

Presiding over and participating in the full process of the equity transfer and liquidation cancellation issues of Venice Sky (Tianjin) Jewelry Co., Ltd., an Italian sole corporation; 

 

 

Immigration

In China, a majority of immigrants have realized their goals of immigration through the immigration intermediary institutions. In foreign countries, however, immigration lawyer has already become a normalized immigration service. In comparison to immigration intermediary institutions, law firms have distinct advantages in performing immigration-related legal services.

 

•By nature, an immigration project is a process for an immigrant to apply for immigration based on the conditions and procedures as prescribed in relevant immigration laws and policies of the destination country, meeting such conditions in accordance with relevant Chinese laws and regulations, and finally granted the permanent residency right to the destination country. The immigration service is essentially a legal service, which falls precisely under the lawyer’s area of expertise.

 

•In China, the vast majority of immigration intermediary institutions are limited liability companies established in accordance with the Company Law with shareholders assuming limited liability for the company’s debts. However, law firms implement partnership business with unlimited liability, while partners of the law firm assume the unlimited joint liability for the debts of the law firms based on their individual property, bringing undoubtedly greater protection to clients.

 

We have senior lawyers specialized in both civil and commercial laws, as well as immigration laws. We also have experienced business investment advisors and financial advisors. They possess a solid professional foundation and rich practical experiences in their respective fields, and can answer clients’ relevant questions in detail. We have set up branches in Los Angeles, London and the Dongjiang Bonded Port Area, and have reached the intended long-term cooperation with several famous law firms in Australia and New Zealand, to jointly provide clients with immigration legal services (including relocation, entrepreneurship and other services in the country where the immigrant resides).

 

Intellectual Property  

 

Overview

As an emerging industry, the intellectual property industry will inevitably give rise to various issues in the operational process. Furthermore, with increased awareness of legal rights among citizens and business entities, the intellectual property industry will also attract more and more attention. Our firm has kept in contact with foreign law firms since the early stage of its establishment. Acknowleging the operability of the intellectual property industry, we have cultivated a group of lawyers to deal with the intellectual property-related problems on a professional basis. Today, thanks to the long-term practice as well as the learning from advanced foreign experiences in real time, our lawyers have reached a higher level of expertise, and have undertaken a number of intellectual property related services both at home and aboard.

Contents

Litigation and arbitration of intellectual property dispute

Intellectual property policies and regulations consulting

Agency services related to trademark registration and patent application

Intellectual property transfer, registration, permission, evaluation and other relevant legal affairs

Issuance of legal opinions related to intellectual property

Intellectual property investment strategy development

Enterprise intellectual property research and development, and intellectual property management structure design

Intellectual property retrieval analysis and due investigation

Intellectual property negotiation at home and aboard

Transnational intellectual property business

Experience

Participating in and presiding over the full process of a utility model patent application project by the Tianjin Drainage Works Company, helping the company successfully acquire the utility model patent;

Participating in and presiding over the full process of the defense against a registered trademark objection between the Tianjin Coastal Zheshang Investment Group and the Zheshang Bank, helping the company successfully acquire the registered trademark;

Copyright infringement dispute between Hetai (Tianjin) Investment Group Co., Ltd., and Getty Images;

Copyright infringement claim case between Tianjin Coastal Huamao Property Co., Ltd., and Getty Images (Beijing) Image Technology Co., Ltd.

Trademark infringement dispute filed by Shanghai Bidi Industrial Aluminum Profile and Accessories Co., Ltd., against Tianjin APS Industrial Aluminum Profile Co., Ltd., and Tianjin Fulaie Automation Conveying Equipment Co., Ltd.;

Dispute over infringement of property right in work filed by Getty Images (Beijing) Image Technology Co., Ltd., against the Tianjin Beichen Science & Technology Park Corporation, leading to the eventual withdrawal of the lawsuit by Getty Images (Beijing) Image Technology Co., Ltd.

 

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