(I) Legal Services for Cross-Border M&A Projects

We design tailored cross-border transaction structures by fully considering the laws, tax policies, foreign exchange controls and industrial access rules of target jurisdictions, optimizing transaction strategies and mitigating cross-border transaction risks.

We coordinate with overseas legal counsel, accountants, and other intermediaries to conduct cross-border due diligence, covering local legal compliance, financial conditions and business operations of target entities.

We assist clients in completing cross-border regulatory procedures such as outbound direct investment (ODI) filings, foreign exchange registrations and foreign direct investment filings, ensuring full compliance for outbound and inbound fund flows.

We draft cross-border M&A documents that bridges the gaps between Chinese and foreign legal systems, and clearly define governing law and dispute resolution venues including courts and arbitration institutions to mitigate cross-border litigation and arbitration risks.

We provide cross-border tax planning services to legally avoid double taxation and ensure full compliance with domestic and overseas tax regulations.

We assist in post-closing integration for cross-border deals, covering overseas subsidiary governance, cross-border intellectual property protection, and cross-border labor and employment compliance.

(II) Legal Services for Business Divestiture and Restructuring

We advise clients on business divestiture strategies, defining the scope of divestiture covering assets, liabilities, workforce and business channels, and designing optimal divestiture models including asset sales, equity transfers and corporate spin-offs.

We conduct due diligence on divestiture targets, identifying asset ownership, contingent liabilities and compliance risks, and proposing corresponding rectification solutions.

We draw up relevant documents including asset divestiture agreements, obligation delegation agreements and employee resettlement arrangements, to clearly define the rights, obligations and liabilities of all parties.

We facilitate all necessary regulatory approvals, corporate registration updates and asset transfers, ensuring that the entire divestiture process is fully compliant and efficient.

We assist in managing post-divestiture legal issues, including residual asset integration, settlement of outstanding liabilities, and dispute resolution regarding employee arrangements.

(III) Legal Services for Material Asset Restructuring of Listed Companies

We design schemes for Material Asset Restructuring (MAR) to ensure full compliance with regulatory provisions such as the Measures for the Administration of the Material Asset Restructurings of Listed Companies, balancing regulatory compliance with transaction efficiency.

We assist listed companies in fulfilling information disclosure obligations. In accordance with the requirements of the CSRC and stock exchanges, we prepare and disclose restructuring pre-plans, drafts and restructuring reports, ensuring the truthfulness, accuracy and completeness of all disclosed information.

We offer legal services for CSRC vetting, approval, and registration procedures, as well as regulatory inquiries and the drafting of reply documents to advance the review process.

We address related-party transactions and horizontal competition issues arising from material asset restructurings, formulate rectification and normalization measures to meet listed company regulatory requirements.

We assist in the closing and subsequent integration of the target assets, ensuring sound corporate governance and business synergy for the listed company post-restructuring. 

We assist clients in resolving various legal disputes arising from M&A and restructuring transactions, including contractual disputes (e.g., disputes over consideration payment and earnout agreement), equity disputes (e.g., disputes over shareholder qualification and corporate control), labor disputes and intellectual property disputes.

We formulate strategies for litigation and arbitration and represent clients in full procedural proceedings, including case filing, defense, property preservation, evidence collection, court hearings and judgment enforcement, so as to fully protect clients’ legitimate rights and interests..

We identify potential risks throughout the entire transactions, including target asset defects, failure to meet performance targets, regulatory rejection, integration failure, tax risks, and compliance penalties. We develop risk identification checklists and preventive plans, and incorporate customized risk-isolation clauses in transaction documents.

We address transaction-related complaints, reports and negative public opinions by delivering compliance strategies. We assist clients in communicating with regulatory authorities and media to minimize adverse operational and reputational impacts.

We provide professional legal training on M&A and restructuring practices, covering transaction compliance essentials, risk identification methods, contract performance guidelines and corporate governance norms, helping clients strengthen internal compliance awareness and overall risk prevention capabilities.

We establish a post-closing risk tracking mechanism to continuously monitor the target company’s compliance and operations, proactively identifying and addressing emerging legal risks.

We assist target companies in optimizing their corporate governance structure comprising shareholders’ meetings, the board of directors, the board of supervisors and senior management. We revise articles of association and internal procedural rules for shareholders’, board and supervisory meetings, clarifying institutional decision-making processes and authority allocation.

We assist with equity structure design to optimize shareholding ratios, resolve historical issues such as nominee shareholdings, equity pledges and equity freezes, and prevent loss of corporate control and shareholder disputes.

We design partnership mechanisms and draft partnership agreements that clearly govern partner admission, withdrawal, profit distribution and voting rights, which fully adapt to the business model of partnership enterprises.

We design employee stock incentive plans covering stock options, restricted stocks and employee stock ownership plans. We draft incentive plans, grant agreements, and assist with implementation formalities including regulatory filings and exercises.

We handle legal matters concerning the introduction of venture capital (VC) and private equity (PE) investments. We draft capital increase agreements and shareholder agreements, define investor rights including pre-emptive rights, liquidation preferences and anti-dilution protections, and balance the respective interests of investors and founding teams.

We provide legal services for the governance of family enterprises, design equity succession plans to mitigate potential equity disputes among family members and ensure sustainable and stable corporate operations.

We provide legal services for corporate capital operations including corporate capital increase and reduction, equity repurchase and share transfer, ensuring full procedural compliance and complete documentary filings. 

We conduct full pre-closing verification to confirm the fulfillment of all precedent conditions, including obtaining regulatory approvals, consideration payment, remediation of asset defects and procurement of third-party consents, and issue formal legal opinions on closing readiness.

We assist clients in completing all closing procedures, including equity transfer registration, transfer of real estate, land, vehicles and intellectual property assets, as well as updates to industrial and commercial registrations, qualifications and licenses, and bank account records, ensuring lawful and effective transfer of all target assets.

We offer legal services for transition period management, including regulating the business conduct of both parties during this interim period, clarifying the approval authority for major decisions of the target company, and mitigating risks related to asset disposal and personnel changes.

We assist in drafting integration plans covering business integration (supply chain, customer base and product line alignment), workforce integration (employee resettlement, position adjustment and alignment of compensation and benefits), financial integration (accounting consolidation and tax alignment), institutional integration (optimization of corporate governance structures and departmental setups), and corporate cultural integration (unified management systems).

We resolve a full range of legal issues arising during post-closing integration, including the renewal, alteration or dissolution of labor contracts, normalization of related-party transactions, resolution of horizontal competition, transfer or integration of IP ownership, and restructuring or assumption of existing liabilities.

We manage all post-closing issues, including tracking and resolving pending litigations and potential disputes, holding parties accountable for undisclosed defects in target assets, and calculating and enforcing earnout agreements, thereby protecting clients’ legitimate rights and interests. 

We assist clients in filing for anti-monopoly reviews, preparing filing materials including transaction scheme statements, turnover calculation reports, and basic information of the transacting parties. We also assist with communication with the State Administration for Market Regulation, track review progress, and respond to regulatory inquiries to ensure compliance with anti-monopoly requirements.

For M&A transactions involving state-owned enterprises, we handle regulatory procedures including the approval of transaction schemes by regulatory authorities, the filing or verification of asset evaluation reports, and confirmation of results from public property trading platforms, ensuring compliance with the Measures for the Supervision and Administration of the Transactions of State-owned Assets of Enterprises and other applicable regulations.

For listed company M&A transactions, we assist clients in fulfilling information disclosure obligations by disclosing M&A preliminary plans, draft documents and progress announcements in accordance with stock exchange rules. We support the convening and deliberation of board and shareholders’ meetings, prepare meeting documents, and ensure recusal of affiliated shareholders from voting. We also assist with China Securities Regulatory Commission (CSRC) approval and registration procedures and respond to regulatory inquiries in a timely manner.

We conduct national security review filings for M&A transactions involving sensitive sectors crucial to national security, such as military industry, semiconductors and data services. We compile filing materials and fully cooperate with regulatory reviews to ensure transactions comply with regulatory requirements.

We secure administrative approvals from competent authorities for regulated sectors including finance, health, education, defense and real estate. We prepare industry access application documents to ensure all necessary business qualifications or licenses are successfully obtained.

For cross-border M&A transactions, we complete filings for foreign exchange administration, outbound direct investment (ODI) and foreign-invested enterprise (FIE). We ensure compliant cross-border capital flows and full adherence to both domestic and overseas regulatory rules.

We draft core transaction documents including M&A agreements, equity transfer agreements, asset acquisition agreements, merger agreements and division agreements. We clearly define critical clauses including transaction targets, consideration amounts, payment methods, payment schedules, closing conditions and closing procedures.

We prepare supporting documents including earnout agreements, profit commitment agreements, non-compete agreements, non-disclosure agreements, employee resettlement agreements and IP licensing and assignment agreements, so as to clarify rights and obligations, and mitigate relevant risks.

For M&A transactions involving state-owned enterprises, we draft transaction documents to ensure strict compliance with SASAC regulatory requirements such as mandatory public trading and asset evaluation filing. For listed company M&A deals, we prepare compliant documents including information disclosure materials and board/shareholders’ resolutions.

We participate directly in transaction negotiations to provide real-time legal support regarding core clauses and contentious issues. We also assist clients in defining their bottom lines and concession margins, balancing the interests of both transacting parties to efficiently drive consensus.

We review third-party documents including legal opinions, asset evaluation reports and financial audit reports, deliver professional recommendations for revisions, and verify the authenticity, accuracy and compliance of all disclosed contents.

We assist clients in handling unexpected legal issues arising during negotiations, such as sudden asset seizures or third-party claims. We promptly adjust transaction structures or contract clauses to protect our client’s interests. 

We conduct comprehensive legal due diligence on transaction parties and target companies, covering corporate history, equity structure, actual controller identification, internal governance and compliant operation, and deliver detailed due diligence reports.

We verify the ownership of target assets such as equities, real estate, land use rights, patents, trademarks and core equipment, identify encumbrances including mortgage, pledge, seizure and freeze, and confirm the required procedures and potential obstacles for ownership changes.

We sort out related-party relationships and related transactions, examine the pricing fairness and procedural compliance of related transactions, investigate horizontal competition issues and propose targeted solutions. We also verify the validity, performance and potential default risks of core contracts concerning major procurement, sales and business cooperation.

We conduct in-depth reviews of compliance risks including litigation, arbitration and administrative penalties, evaluate the potential impact of case outcomes on the transaction; and verify any records of material non-compliance and corresponding rectification progress.

We carry out special due diligence covering multiple key areas: financial compliance (including accounting treatment, internal control procedures and related-party fund misappropriation), labor and employment (including labor contract, social insurance and housing fund, labor dispatching and non-compete obligations), intellectual property (including ownership confirmation, infringement risks and licensing arrangements), work safety (including certifications and licenses, accident handling and hazard rectification), as well as environmental protection (including pollution discharge permits, environmental penalties and rectification measures).

For cross-border M&A projects, we coordinate with local counsel in the target jurisdiction to conduct legal due diligence, focusing on verifying local legal requirements for transaction entities, target assets and closing procedures, as well as compliance matters concerning foreign exchange control, taxation and labor regulations.

We assess and clarify all risks identified during due diligence, propose targeted measures for risk avoidance, transfer and mitigation, thereby providing solid legal support for clients’ transaction decision-making. 

We design optimal transaction structures, including equity M&A, asset M&A, mergers, division, cross-border M&A, and debt-to-equity swaps, tailored to the client’s strategic objectives, industry and regulatory requirements. We also conduct comprehensive evaluations on the compliance, feasibility, and cost differences of alternative transaction structures

We offer in-depth consultation on industrial access policies, verify whether targeted transactions comply with national industrial guidelines and local industrial planning, and design compliant access strategies or alternative transaction strategies for businesses operating in restricted or prohibited sectors.

We deliver integrated legal, fiscal and tax consulting services to optimize consideration payment methods, transaction procedures and implementation timelines. We legitimately reduce clients’ tax burdens including deed tax, income tax and value-added tax arising from M&A transactions while ensuring all tax planning arrangements are fully lawful and compliant.

For foreign-invested M&A and Sino-foreign joint ventures, we design transaction structures in compliance with the negative list for the access of foreign investment. We assist clients in completing filing and approval procedures with the National Development and Reform Commission and the Ministry of Commerce, addressing issues concerning foreign equity caps and cross-border capital flows.

For special transactions including mixed-ownership reform of state-owned enterprises and attract strategic investment for private enterprises, we design diversified equity structures to balance the rights and obligations of all shareholders, and accommodate both requirements from the State-owned Assets Supervision and Administration Commission and market needs.

We conduct preliminary anti-monopoly compliance assessments to evaluate whether a transaction meets the requirements for the declaration of concentration of undertakings . We design structural strategies such as transaction carve-outs or phased transaction, to appropriately manage or satisfy regulatory requirements.