Zhong Lun Law Firm 2014 Annual Report
Zhong Lun 2014 ANNUAL REPORT
Beijing Office Wuhan Office Hong Kong Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, 17/F, New World International Trade Tower, 568 Jianshe 409 Jardine House, 1 Connaught Place, Central Chaoyang District, Beijing 100022, P.R.China Road, Jianghan District, Wuhan 430022, P.R.China Hong Kong Tel : 86-10-5957 2288 Tel : 86-27-8555 7988 Tel : 852-2877 3088 Fax : 86-10-6568 1022/1838 Fax : 86-27-8555 7588 Fax : 852-2525 1099
Shanghai Office Chengdu Office Tokyo Office 10-11/F, Two IFC, 8 Century Avenue, Pudong New 6/F, East Building, La Defense, 1480 North Tianfu 6/F, Kioicho Building, 3-12 Kioicho, Chiyoda-ku Area, Shanghai 200120, P.R.China Avenue, High-tech Zone, Chengdu 610042, P.R.China Tokyo 102-0094, Japan Tel : 86-21-6061 3666 Tel : 86-28-6208 8000 Tel : 81-3-3288 8791 Fax : 86-21-6061 3555 Fax : 86-28-6208 8111 Fax : 81-3-3288 8795
Shenzhen Office Chongqing Office London Office 9-10/F, Tower A, Rongchao Centre, 6003 Yitian 5-1 A, Tower D, PICC Life Insurance Tower, 3 Financial 10-11 Austin Friars Road, Futian District, Shenzhen 518026, P.R.China Street, Jiangbei District, Chongqing 400023, P.R.China London EC2N 2HG Tel : 86-755-3325 6666 Tel : 86-23-8879 8388 U.K. Fax : 86-755-3320 6888/6889 Fax : 86-23-8879 8300 Tel : 44-20-7382 1567 Fax : 44-20-7382 1568
Guangzhou Office Qingdao Office New York Office 23/F, R&F Center, 10 Huaxia Road, Tianhe District 27/F, Tower A, Ocean Plaza, 61 Hong Kong Middle Road, 340 Madison Avenue, 19th Floor Guangzhou 510623, P.R.China Shinan District, Qingdao 266071, P.R.China New York, New York 10173 Tel : 86-20-2826 1688 Tel : 86-532-5572 8677/8678 U.S.A Fax : 86-20-2826 1666 Fax : 86-532-8667 7666 Tel : 1-212-220 9399 Fax : 1-212-202 3758
本所为特殊的普通合伙制事务所 LLP
Beijing·Shanghai·Shenzhen·Guangzhou·Chengdu·Wuhan·Chongqing·Qingdao·Hong Kong·Tokyo·London·New York Content
Message from the 16 Real Estate 3 Managing Partner 18 Capital Markets/Securities About Zhong Lun 4 24 Private Equity & Investment Funds Awards and Honors 5 26 Corporate/Foreign Direct Investment News of the Year 9 27 Mergers and Acquisitions Activities of the Year 10 29 Banking and Finance Social Responsibility 14 32 Dispute Resolution
34 Intellectual Property
37 Construction & Infrastructure
39 Antitrust/Competition
40 WTO/International Trade
41 Overseas Investments
42 Labor & Employment
43 Tax & Wealth Planning
45 Securitization & Financial Products
48 Bankruptcy & Reorganization
49 Regulatory Compliance/Anti-bribery
50 Hospitality
Technology, Media, Telecoms and 51 Entertainment
Environmental, Energy & Natural 52 Resources
53 Shipping
2 Message from the Managing Partner
As we wrap up the fruitful Year of the Horse, may In 2014, we strove to consolidate Zhong Lun’s I invite you to join me in a toast to an auspicious established reputation further by strengthening and prosperous Year of the Goat? our teams and developing our expertise. It is for these purposes that we have internally promoted On this occasion, please allow me, on behalf of and laterally hired new partners, provided both Zhong Lun’s Management Committee, to send novice legal practitioners and experienced our best wishes to our friends who never fail lawyers with tailored training programs, and built to provide us with care and support as well as up our expertise for later reference, all of which our diligent colleagues who make invaluable have ensured the superior quality of our service contributions to the firm from offices across and increased the work efficiency and risk the globe. Our warmest and sincerest wishes management capability of the firm. I would like also extend to our friends and colleagues who to take this opportunity to express my gratitude are occupied with work or on business trip and to all the colleagues who put their heart into and unable to reunite with their families during the make painstaking effort for their work. The firm holiday season. I wish each of you a happy, simply could not be where it is today without healthy and successful New Year in your you. personal and professional lives. Our mission keeps driving us on. With the 2014 has proved to be an extraordinary year for advent of the New Year, we need to be aware Zhong Lun. With constant and united efforts, we that there is still a long and challenging journey have overcome a multitude of challenges and ahead for us to reach our goals for 2015: to turned a new page in the further expansion of keep up moderate overall growth which benefits the firm. We now have over 200 partners and every member of the firm, to lay equal stress 1,000 legal professionals and have developed on service quality and business expansion in a global network of 12 offices including two furtherance of the firm’s high status among newly established in Chongqing and Qingdao. domestic and international rivals, to adapt our By virtue of our long-standing reputation as one international strategy and specialization planning of the leading full-service law firms in China, to better suit China’s new economic situation along with the fresh energy and bright outlook and our clients’ specific needs, and to shoulder infused by new blood, Zhong Lun is positioned social responsibility as we always have done to provide legal service of the highest calibre. and try our very best to give even more back to society. Empowered by our strong teamwork, Despite an increasingly challenging legal market open-mindedness, enterprising spirit, and sense environment last year, Zhong Lun has triumphed of responsibility, we have every confidence that over adversity and achieved strong business 2015 is going to be our year. growth. 2014 witnessed Zhong Lun’s fastest development in recent years, which is especially As we shift our momentum into the New Year, our evident in our offices in mainland China, Hong hearts are filled with gratitude and expectations. Kong and London. As we maintained pre- We are thankful for the opportunities bestowed eminence in our established practice areas, we on us by the time and the society, the unyielding have made great strides in emerging industries support from our friends, and the intelligence as well. A number of cases we have advised or and devotion of our colleagues. Humbled by are advising on in areas such as capital market, the long journey before us, we hope that we will cross-border M&A, anti-monopoly/competition, always have our good friends by our side to offer structured finance/asset securitization, us care, help and guidance. bankruptcy/reorganization, and intellectual property have become leading cases, or even I wish all of you a blessed and wonderful time benchmarks for their respective industries. ahead! Our remarkable achievements over the past year are not only a testament to our deep Wu Peng, Managing Partner commitment and close collaboration, but also Zhong Lun Law Firm a result of the firm’s solid rooting in “devotion, February 2015 collaboration, transparency, and enterprise” and the unwavering support of our friends. 3 Zhong Lun Law Firm Annual Report 2014
About Zhong Lun
A leading full service law rm in China
Founded in 1993, Zhong Lun is one of the largest law firms providing a complete spectrum of legal services in China. Zhong Lun, with over 200 partners and 900 professionals working in twelve offices in Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Tokyo, Hong Kong, London and New York, is capable of providing our clients with high-quality legal services across a wide range of fields by virtue of appropriate specialization and close teamwork.
+ + Partners 200 Professionals 900
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Awards and Honors
PRC Law Firm of the Year Best Overall Law Firm Chambers and Partners China Business Law Journal
Best Chinese Law Firm Full Service Law Firm of the Year: China ILASA Corporate Intl
PRC Law Firm of the Year Law Firm of the Year: China Lawyers World (ICFM 2014 LAW AWARDS) InterContinental Finance
Law Firm of the Year-PRC Dealmakers
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Awards and Honors
Recommended Law Firm for Capital Markets, Mergers and Acquisitions, Dispute Resolution, WTO and International Trade, Banking Legal 500 and Finance, Tax, Labor and Employment, Intellectual Property, Energy and Project Finance
Band One Law Firm for Capital Markets, Mergers and Acquisitions, Private Equity, IFLR 1000 Investment Funds, Anti- monopoly, and Banking & Finance
Beijing Law Firm of the Year Asian Legal Business
Real Estate Law Firm of the Year Asian Legal Business
Recommended Band-1 PRC M&A Law Firm Asian Legal Business
Employer of Choice Asian Legal Business
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Domestic Firm of the Year: Real Estate and Construction China Law & Practice
Domestic Firm of the Year: Trade China Law & Practice
Domestic Team of the Year: Banking and Finance China Law & Practice
Leading PRC Corporate M&A Law Firm ASIAN-MENA COUNSEL
Leading PRC Dispute Resolution Law Firm ASIAN-MENA COUNSEL
Leading PRC Restructuring and Insolvency Law Firm ASIAN-MENA COUNSEL
The Most Responsive Domestic Law Firm in China ASIAN-MENA COUNSEL
Ranking 4th in League Table of Legal Advisors by Deal Count (Q1-Q3 2014) Merger Market
Private Equity Law Firm of the Year Corporate Intl
Foreign Direct Investment Law Firm of the Year – Industry Choice Corporate Intl
International Trade Law Firm of the Year – Editor Choice Corporate Intl
Real Estate Law Firm of the Year – Industry Choice Corporate Intl
Telecommunications Law Firm of the Year – Client Choice Corporate Intl
Energy Law Firm of the Year – Client Choice Corporate Intl
Hospitality Law Firm of the Year Corporate Intl
International Arbitration Law Firm of the Year Corporate Intl
Intellectual Property Law Firm of the Year: China Lawyer Monthly
Capital Markets Law Firm of the Year Legal Comprehensive
Real Estate Law Firm of the Year – China Dealmakers
Leading Adviser Acquisition International
GAR 100 Global Arbitration Review
Outstanding Law Firm Beijing Chaoyang Lawyers Association
Outstanding Law Firm of Chengdu Bar Association of Chengdu
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Deals of the Year
Debt Market Deal of the Year: Alibaba Group US$8 Billion Debt Financing Asian Legal Business
M&A Deal of the Year: Baidu’s Acquisition of 91 Wireless Asian Legal Business
Technology, Media & Telecoms Deal of the Year: Baidu’s Acquisition of 91 Wireless Asian Legal Business
M&A Deal of the Year: Yue Xiu Group’s Acquisition of HK-listed Chong Hing Bank China Law & Practice
Debt and Equity-linked Deal of the Year: Greenland Hong Kong’s China Law & Practice US$700 Million Bond Offering
TMT Deal of the Year: Baidu’s Acquisition of 91 Wireless China Law & Practice
Deal of the Year: JD’s Partnership with Tencent
Deal of the Year: Tsinghua Unigroup’s acquisition of RDA Microelectronics
Deal of the Year: Nanjing Cenbest Acquires 89% Stock in House of Fraser
Deal of the Year: JD.com Inc’s IPO on NASDAQ
Deal of the Year: Ford Auto China’s Loan Securitization
Deal of the Year: GF Securities’ Hengjin No.1 Financial Lease Asset Securitization
Deal of the Year: Yunnan Jinning-Hongtaqu Highway BOT Concession Project
Deal of the Year: Guangdong Zhongshan-Kaiping Highway Project
Global M&A Deal of the Year: China Private Equity: Focus Media Buyout The American Lawyer
Private Equity Deal of the Year: Focus Media Taking-private IFLR (Asia Awards)
Best Fig Deal: Guangzhou Yue Xiu Holdings’ Acquisition of Chong Hing Bank FinanceAsia
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News of the Year
>>> New Partners Joined Zhong Lun In 2014, Zhong Lun’s partner base achieved further expansion with 10 lawyers promoted to partnership and 35 lateral partners joining the firm. All of them have considerable influence in the legal realm.
>>> Zhong Lun Opened Chongqing Office and Qingdao Office
In September 2014, Zhong Lun opened its Chongqing Office and Qingdao Office, which are located at the core of the commercial centre in Chongqing and the political, economic and financial hub in Qingdao, respectively. A number of partners of these offices graduated from prestigious Chinese or foreign law schools and have years of working or practicing experience at top international law firms. With deep understanding of PRC laws and local markets, sharp commercial awareness, innovative minds, and seamless coordination, Zhong Lun’s new offices are well positioned to provide our clients with feasible and efficient solutions.
>>> Zhong Lun – CGGT Gains FT’s Top Ranking in “Innovation in Corporate Strategy” On June 11, 2014, the Financial Times (FT) announced in Hong Kong the winners of the Asia-Pacific Innovative Lawyers Awards 2014. Zhong Lun – China Going Global Think Tank (CGGT) scored 23 out of the full mark of 30 in the FT’s unique evaluation system and ranked as “Standout”, the highest of the three rankings in “Innovation in Corporate Strategy” category, in which 13 Asia-Pacific-based programs were shortlisted.
>>> FTC Officials Visit Zhong Lun The director of the Office of International Affairs of the US Federal Trade Commission and the delegates from ABA Section of Antitrust Law visited Zhong Lun’s Beijing Office and discussed with Zhong Lun lawyers heatedly debated issues in US and PRC antitrust laws and the cooperation proposed at the ABA’s Antitrust Conference held in Beijing in mid-2014.
>>> Zhong Lun’s Shanghai Office Gets Placed in Shanghai’s Second Batch Official Receivers’ Roster and Class A Official Receivers’ Roster
Shanghai High People’s Court released an Announcement on Shanghai’s Second Batch Official Receivers’ Roster and Class A Official Receivers’ Roster. The Shanghai Office of Zhong Lun was put on both rosters, marking Zhong Lun’s another significant breakthrough in the bankruptcy sector after the firm’s Beijing Office and Shenzhen Office were selected into the Class A Official Receivers’ Rosters of Beijing High People’s Court and Shenzhen Intermediate People’s Court, respectively.
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Activities of the Year
>>> Zhong Lun holds Seminar on Development of PE Fund Laws
A seminar on the “Development of PE Fund Laws – Establishment and Investment of Fund, Anti-monopoly and Dispute Resolution” was held at Zhong Lun’s Beijing office. Zhong Lun partners gave inspiring speeches on topics such as “Recent Highlights of PE Fund Investment”, “Notification and Review of Concentration of Undertakings in PE Investment” and “Dispute Resolution in PE Fund Investment”. Senior HR managers and legal professionals from top-notch Chinese and foreign companies, large state-owned enterprises and well-known investment institutions attended the seminar.
>>> Zhong Lun and DLA Piper hold joint Symposium on IP Protection in Enterprises’ International Cooperation
Zhong Lun and DLA Piper Global Law Firm held a joint symposium on “IP Protection in Enterprises’ International Cooperation”. Dozens of legal professionals from leading Chinese enterprises and investment institutions took part in the symposium.
Zhong Lun partners and DLA Piper delivered enlightening speeches entitled “Impact of the New Trademark Law on Trademark Owners’ Maintenance of their Trademark Rights”, “Latest Development of Patent Litigation at Several Major Courts (in Texas, United States International Trade Commission, and Delaware)” and “Development of PRC Legislation on Protection of Personal Information and Challenges Facing Multinational Enterprises”.
>>> Zhong Lun Holds Seminar on Cutting-edge Issues Regarding WTO and Trade Remedies
At a Beijing seminar held by Zhong Lun on cutting-edge WTO and trade remedy issues, officials from the Department of Treaty and Law and the Trade Remedy and Investigation Bureau of the Ministry of Commerce of the PRC, representatives from China’s five largest chambers of commerce for import and export in the machinery and electronics, metals, minerals and chemicals, light industrial products, and arts and crafts, foodstuffs and native produce, and medicine and health product sectors, as well as experts and professors from nearly a dozen prestigious universities and numerous well-known lawyers, congregated to share their views on the latest issues in international trade law.
>>> Zhong Lun and LexisNexis Host Energy and Environment Symposium
A symposium on “Energy and Environment: New Opportunities and Challenges” was held in Beijing by Zhong Lun and LexisNexis to provide a platform for discussing hotspot environmental and energy issues. Attenders included professionals from large state-owned enterprises, multinational companies, investment companies and consulting firms in energy- related fields.
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>>> Zhong Lun and CBRE Jointly Host China Overseas Real Estate Investment Summit
Hosted jointly by Zhong Lun and CBRE with the support of China Going Global Think Tank (CGGT), the China Overseas Real Estate Summit was held successfully in Beijing, attracting more than 180 professionals from commercial real estate investors, residential real estate developers, insurance companies, sovereign wealth funds and PE fund investors. Speakers shared their insight into the characteristics and development of various overseas real estate markets and provided practical references for Chinese enterprises with aspirations to tap into these markets.
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Activities of the Year
>>> Zhong Lun Holds Forum on Hot Issues and Opportunities in the New Situation At a “Workshop on Hot Issues and Opportunities in the New Situation” hosted by Zhong Lun at the Mandarin Oriental Hotel in Shanghai, more than 160 distinguished guests, including government officials, senior officers from state-owned enterprises, C-level executives and legal professionals of Global 500 companies, and investment professionals of PE/VC, came together and had insightful dialogue on four topics, namely, “Matters Regarding Outbound Investment by China (Shanghai) Pilot Free Trade Zone Enterprises”, “Opportunities and Challenges for Chinese Investors in Outbound Investment”, “Opportunities for State-owned Enterprises in Mixed Ownership Economy”, and “Do’s and Don’ts of the New Company Law”.
>>> Youth Arbitration Salon of China Arbitration Week and the Second “Zhong Lun Cup” for National Essay Competition on International Commercial Arbitration is Successfully Held In September 2014, the “Youth Arbitration Salon of China Arbitration Week and the Second ‘Zhong Lun Cup’ for National Essay Competition on International Commercial Arbitration” was held at Renmin University by All China Lawyers Association, China International Economic and Trade Arbitration Commission, Renmin University of China Law School, and Beijing Lawyers Association. Vice-President of All China Lawyers Association, President of Beijing Lawyers Association, and founding partners of Zhong Lun attended this event and delivered opening speeches. Participants also included Vice-Chairman and Secretary-General of China International Economic and Trade Arbitration Commission, Vice Dean of Renmin University of China Law School, Executive Dean of Lawyer College Renmin University of China, inspector of the Department of Government Legislation Coordination of the Legislative Affairs Office of the State Council, Deputy-Chief of the Preparatory Group of China Arbitration Association, and other prominent figures in political and academic circles.
>>> Zhong Lun and Thomson Reuters Jointly Hold Symposium on Compliance and Legal Risk Management Zhong Lun and Thomson Reuters successfully held a symposium on compliance and legal risk management in Beijing, which attracted nearly 100 legal professionals from leading enterprises at home and abroad. Zhong Lun partners delivered insightful speeches on “Emerging Hot Issues and Solutions in the Compliance Sector during China’s Economic Transformation” and “Control and Prevention of Multinationals’ Risks of Getting Involved in Economic Crimes”. Senior lawyers from DLA Piper Global Law Firm were also invited to give speeches on topics such as “Management and Handling of Legal Risks in Enterprises’ Business Activities”.
>>> Zhong Lun Hosts Overseas Real Estate Investment Summit in Chengdu In December, Zhong Lun hosted the 2014 Overseas Real Estate Investment Forum (Australia) at Shangri-La Hotel, Chengdu, with the support of Jones Lang LaSalle, Deloitte Touche Tohmatsu Limited, Grandspect Fund, and other institutions. Partners of Zhong Lun’s Chengdu office joined more than 200 attenders to discuss issues surrounding investment in Australia, with a focus on the legal environment and market conditions for real estate investment, investment of Australia Dollar funds, and tax-efficient investment strategies. Also present at the forum were experts and professionals from the Sichuan Development and Reform Commission, the commercial authorities, the Australian Consulate in Chengdu, law firms, investment banks, accounting firms, and other organizations from the real estate industry.
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>>> Zhong Lun Holds Mid-Autumn Thank-you Party Zhong Lun threw a grand thank-you party at the Kerry Hotel in Beijing. Top-tier clients from diverse industries gathered together and relished the joyful occasion. Zhong Lun gave a special introduction to its newly recruited legal talents and shared the joy brought by the growth of the firm with clients.
>>> Zhong Lun Hosts Its First Book Salon
Zhong Lun Alumni Club, a platform sponsored by Zhong Lun for its former staffers to communicate with each other and co-develop with the firm, held its first book salon in Beijing. Former staffers of Zhong Lun attended the salon and shared their reminiscences of working together in the illustrious past. Guest speaker Mr. Lei Yi, a scholar well-known for his studies on the history of Late Qing Dynasty and the Republic of China, gave an insightful speech titled “From Reform to Revolution: Change of Attitudes of Late Qing Dynasty Merchants”.
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Social Responsibility
As a full-service law firm with a strong sense of social responsibility, Zhong Lun seeks every opportunity to repay the society for its goodwill and generosity towards the firm. To that end, Zhong Lun partners unanimously decided at the firm’s first partners’ meeting of 2010 to set up “Zhong Lun Charity Fund”.
After four years of smooth running, the “Zhong Lun Charity Fund” was officially approved by and registered with Beijing Municipal Bureau of Civil Affairs under the name of “Beijing Zhong Lun Charity Foundation”. The foundation marks Zhong Lun’s maturity as a responsible and charitable member of the community, as well as a trustworthy humanitarian platform boasting a high degree of professionalism and availability to those in need.
2014 witnessed the foundation’s professional advantages in and special attention to law-related charity projects, along with sorely needed aid to education, health care, environmental protection, and other disadvantaged areas.
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Launching the second season of the “Pro Bono Service Lawyers – Torchbearers for the Pro Bono and Charitable Cause”, a program devised to train volunteer lawyers who hope to play a part in providing pro bono legal services Donating to the Haidian District Court Workstation of the Legal Aid Centre of Renmin University of China Rounding off the first season of the “Pro Bono Service Lawyers – Torchbearers for the Pro Bono and Charitable Cause” and completing on-site investigation of legal aid recipients Continuing offering “Zhong Lun Grants & Scholarships” in 13 universities across China Subscribing to the desert-grown and water-saving millet promoted by ALXA SEE Ecology Association and participating in a charity fundraising activity named “Trekking across Helan Mountain and Returning Home to Alxa” Donating to the medical expenses of child congenital cataract surgery for disadvantaged households Holding a successful promotion event and charity fundraising auction, raising over RMB2 million Yuan (targeted donations excluded) Organizing Zhong Lun volunteers to participate in various charity activities Participating in “Warm Hearts for School-less Children”, a fundraising campaign aiming at bringing disadvantaged children back to school Participating in the donation of clothing to disadvantaged children Signing scholarship donation agreements with Tsinghua University and Tianjing University and co- founding “Zhong Lun-Nankai Charity Fund for Law Students Studying Abroad” with Nankai University Launching 2014 “Journey to Light”, a charity campaign dedicated to diagnosing and treating eye diseases, with Delos Foundation International
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Real Estate
Land Investment and Development
• Advising Beijing Tourism Group on its investment in the Beijing Universal Theme Park • Advising Chengdu Wanhua Investment Group Co., Ltd. on a dispute over the land use right to a project in Tianfu New Area • Advising Beijing Housing Service Corporation for Diplomatic Missions on its renovation and expansion of Jianguomenwai Diplomatic Residence Compound in 2014 • Advising on the Beijing Aobei Industrial Base project constructed by Beijing Aobei Xinghua Technology & Trading Center Co., Ltd. • Advising Guangxi Guitang (Group) Co., Ltd. on its development of an industrial park and policy-based relocation project • Advising Shenzhen Jinjia Real Estate Development Co., Ltd. on its investment in and development of a real estate project in Australia • Advising Franshion Properties (China) Limited on a 3,800,000 square meters old town renovation project in Nanjing city • Advising Longmen Mt. Nankun Zhongheng Ecotourism Development Co., Ltd. on a real estate project in the Crosswaters Ecolodge and Spa Resort • Advising Temasek Holdings Advisors (Beijing) Co., Ltd. on its investment in a real estate project in Shanghai • Advising Henderson (China) Investment Company Limited on its project in Zhoutouzui, Guangzhou • Advising Shenzhen International Logistics Development Co., Ltd. on its investment in a 600 mu logistics project in Changsha city and a 400 mu logistics project in Nanchang city
Real Estate M&A and Financing
• Providing a full range of legal services for Jiaming Group in its co-investment with Tishman Speyer for the Hudson Yards Project to develop a property located in New York • Advising Guangzhou Vanke Real Estate Co., Ltd. on its acquisition of a construction-in- progress project • Advising Van Shung Chong Holdings Limited on its acquisition of Metropark Hotel • Advising Yeland Investment Group Co., Ltd. on its transfer of a real estate project • Providing legal service for a Dalian project of Qatar Holding LLC regarding real estate equity M&A • Advising on the establishment of Ningbo Huirong Qinyu Investment Partnership (LP) and its acquisition of Dafei Properties Development (Shenzhen) Co., Ltd. • Advising CapitaMalls Asia Ltd. on its acquisition of a real estate project in Xi’an • Advising Beijing Greentown Yinshi Real Estate Co., Ltd. on the transfer of its Xiaoyun Road project • Advising Sunshine Insurance Group Co., Ltd. on its acquisition of an office building in Chengdu • Advising Shanghai International Capital Plaza on its domestic and overseas M&A financing • Advising Beijing Boxway Logistics Co., Ltd. on its joint development of Big World tourist resort with other companies • Advising Hongding Xingye Investment (Beijing) Co., Ltd. on its acquisition of a project in Chengdu city • Advising Sinsere Group on its investment in a project in Xi’an city
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• Advising Sina.com Technology (China) Co., Ltd. on its investment in a project in Xiamen city • Advising Huaxia Life Insurance Co., Ltd. in its investment in a project in Chengdu city • Advising Hunan Xiechuang Asset Management Co., Ltd. on its acquisition of Jiahua City residential project in Changsha city • Representing Ivanhoe Cambridge, a Canadian company, in its real estate transaction with CDH in China • Advising Shenzhen International Holdings Limited on its acquisition of a logistics project of Sto Express in Hubei province • Advising SCOFCO Property Group Shenzhen Real Estate Development Co., Ltd. on its acquisition of equity interests in Shenzhen Jinfengcheng Real Estate Development Co., Ltd. • Advising China Resources Trust on its cooperation with China Resources Land Limited in a project in the Pukou district of Nanjing city • Advising China Industrial Park Holding I Ltd. on its joint establishment with Wanke of an overseas joint venture and the joint venture’s investment in a logistics park in China • Advising Hutchison Whampoa Properties Limited on the sale of its commercial property at Shenzhen Shijihui Plaza • Conducting due diligence investigation into the Jinduyuan project for Pacific Alliance Group and advising it on the purchase of certain property
Real Estate Operation
• Advising Aveo Group Limited on its investment and day-to-day operation in China • Providing legal service on the property leasing issue between Sino Harvest Real Estate Development (Chengdu) Co., Ltd. and Jiali Inn • Advising on the relocation and construction project of National Institutes for Food and Drug Control • Advising Ital Automotive (Shanghai) Co., Ltd. on its leasing of property for its sales centre • Assisting Legend Group in resolving a contract dispute over leasing of Indigo Mall in Beijing • Providing legal advice to Knowles Corporation on office building leasing • Advising on leasing of Shenyang K11 Art Mall run by the Mall Operation Branch of New World (Shenyang) Real Estate Development Co., Ltd. • Advising Shell on its subleasing of office building • Advising Tianjin Innovative Finance Investment Co., Ltd. on entrusted operation and management of commercial projects located in the Mobilization Area of Yujiapu Financial District in Tianjin city • Advising Beijing White Peak Real Estate Investment Consulting Co., Ltd. on the sale of its Qingdao project • Advising on the sale of Li Shan Mansion in Beijing • Advising on the sale of Damei Central Plaza in Beijing • Advising on the sale of Chang’an Canal real estate project developed by FuWah International Group in Beijing • Advising on the sale of branded apartments of Tianjin Modern City • Advising Shanghai Pacific Fresh Trading Co., Ltd. on its Pacific commercial project and investment invitation project
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Capital Markets/Securities
Domestic Securities Market
A share, IPO • Acting as legal counsel for Jiangsu Pacific Quartz Co., Ltd. (stock code: 603688.SH) in its listing on the Main Board of Shanghai Stock Exchange • Acting as legal counsel for Europol (stock code: 002711.SZ) in its listing on the SME Board of Shenzhen Stock Exchange • Acting as legal counsel for Geron Co., Ltd. (stock code: 002722.SZ) in its listing on the SME Board of Shenzhen Stock Exchange • Acting as legal counsel for Hangzhou Sunrise Technology Co., Ltd. (stock code: 300360.SZ) in its listing on the ChiNext Board of Shenzhen Stock Exchange • Acting as legal counsel for Tangshan Huizhong Instrumentation Co., Ltd. (stock code: 300371. SZ) in its listing on the ChiNext Board of Shenzhen Stock Exchange • Acting as legal counsel for Beijing Tensyn Digital Marketing Technology Joint Stock Company (stock code: 300392.SZ) in its listing on the ChiNext Board of Shenzhen Stock Exchange
Backdoor Listing • Acting as legal counsel for Susino Umbrella Co., Ltd. (stock code: 002174.SZ) in the back door listing of Youzu Interactive Co., Ltd., which is the first of the companies that achieve a back door listing in the A-share market • Acting as legal counsel for Zhejiang Jinlei Refractories Co., Ltd. (stock code: 002624.SZ) in the back door listing of Perfect Pictures Co., Ltd. • Acting as legal counsel for Hunan Tianyi Science And Technology Co., Ltd. (stock code: 000908.SZ) in the backdoor listing of Shanghai Jingfeng Pharmaceutical Co., Ltd. • Acting as legal counsel for Qingdao Soda Ash Industrial Co., Ltd. (stock code: 600229.SH) in the back door listing of Qingdao City Media Co., Ltd. • Advising Jiangsu Tianying S.T Environmental Protection Energy Group Co., Ltd. on its back door listing through China Kejian Co., Ltd. (stock code: 000035.SZ)
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Refinancing • Advising Sichuan Tianqi Lithium Industries Inc. (stock code: 002466.SZ) on its refinancing by non-public offering of shares, with the funds raised exceeding RMB3.1 billion • Advising New Hope Liuhe Co., Ltd. (stock code: 000876.SZ) on its non-public offering of stocks, with the funds raised reaching RMB3 billion • Acting as legal counsel for Shanda Interactive Entertainment Limited in its sale of the entire equities in Hangzhou Bianfeng Network Technology Co., Ltd. and Shanghai Holdfast Online Information Technology Co., Ltd. to Zhejiang Daily Media Group Co., Ltd. (stock code: 600633.SH) • Advising Zhejiang Material Industrial Zhongda Yuantong Group Co., Ltd. (stock code: 600704. SH) on its refinancing by non-public offering of shares • Advising Xiamen Sunrise Wheel Group Co., Ltd. (stock code: 002593.SZ) on its refinancing by non-public offering of shares • Advising Atlantic China Welding Consumables, Inc. (stock code: 600558.SH) on its refinancing by non-public offering of shares • Advising Jiangsu Akcome Science and Technology Co., Ltd. (stock code: 002610.SZ) on its refinancing by non-public offering of shares • Advising Beihai Gofar Marine Biological Industry Co., Ltd. (stock code: 600538.SH) on its non- public offering of shares • Advising Jiangsu Zhongtian Technology Co., Ltd. (stock code: 600522.SH) on its refinancing by non-public offering of shares, with the funds raised reaching RMB2.2 billion • Advising Hebei Baoshuo Co., Ltd. (stock code: 600155.SH) on its non-public offering of shares
19 Zhong Lun Law Firm Annual Report 2014
Capital Markets/Securities
Acquisition of Major Assets • Acting as legal counsel for Grandblue Environment Co., Ltd. (stock code: 600323.SH) in its major asset restructuring • Acting as legal counsel for United Electronics Co., Ltd. (stock code: 002624.SZ) in its acquisition of assets in cash and by stock issuance and in fundraising for the transaction • Advising Beijing Jiaxun Feihong Electrical Co., Ltd. (stock code: 300213.SZ) on its acquisition of assets by stock issuance and in cash • Advising Sichuan Shuangma Cement Co., Ltd. (stock code: 000935.SZ) on its acquisition of assets by stock issuance and on a related-party transaction • Advising Shenyang Commercial City Co., Ltd. (stock code: 600306.SH) on its sale of major assets • Advising Chinese Universe Publishing and Media Co., Ltd. (stock code: 600373.SH) on its acquisition of assets by stock issuance and in cash and on its fundraising for the acquisition • Advising Chongqing Dima Industry Co., Ltd. (stock code: 600565.SH) on its acquisition of assets by stock issuance and fundraising for the transaction • Advising Guangdong Shenglu Telecommunication Tech. Co., Ltd. (stock code: 002446. SZ) on its acquisition of assets in cash and by stock issuance and on its fundraising for the transaction • Acting as legal counsel for Anhui Shengyun Environment-Protection Group Co., Ltd. (stock code: 300090.SZ) in its sale of major assets • Acting as legal counsel for Jiaozuo Wanfang Aluminum Manufacturing Co., Ltd. (stock code: 000612.SZ) in its acquisition of major assets • Advising Jiangsu Lugang Science & Technology Co., Ltd. (stock code: 601599.SH) on its acquisition of assets by stock issuance and on its fundraising for the transaction
20 Zhong Lun Law Firm Annual Report 2014
Debt Capital Markets • Representing China Huarong Asset Management Co., Ltd. in its issuance of RMB12 billion financial bonds on the national interbank bond market • Advising GD Power Development Co., Ltd. on its application for public issuance of RMB3 billion corporate bonds • Advising China Bohai Bank Co., Ltd. on its issuance of RMB3.1 billion secondary capital bonds for 2014 • Advising Yingkou Port Liability Co., Ltd. (stock code: 600317.SH) on its public issuance of corporate bonds in Shanghai Stock Exchange • Advising Liaoyang Urban Capital Operation Co., Ltd. on its RMB2.8 billion private placement notes financing instruments for 2014 (phase 1) • Advising Legend Holdings Limited on its registration of private placement notes financing instruments for the years of 2013 to 2015 • Advising Wengfu (Group) Co., Ltd. regarding its first tranche of 2014 mid-term notes and short-term financing bonds • Advising Asia View Limited on its issuance convertible secured bonds at an annual interest rate of 1.50% • Providing Guirenniao Co., Ltd. (stock code: 603555) with legal service for its issuance of corporate bonds • Advising Hubei Provincial Communication Investment Co., Ltd. on its registration and issuance of RMB10 billion super short-term financing bonds, RMB12 billion and 5 billion mid-term notes, RMB5 billion and 8.5 billion corporate bonds, and RMB10 billion and 3 billion private placement notes • Advising Wuhan New Port Construction Investment and Development Group Co., Ltd. on its registration and issuance of short-term financing bonds, corporate bonds, and private placement notes
Delisting • Assisting Shenzhen China Bicycle Company (Holdings) Limited in successfully completing its reorganization and avoiding delisting
NEEQ Listing • Advising dozens of companies, including Guangdong Psylic, Shanghai Hysea, Sichuan Jiuzhou Optoelectronics and Chuandong Group on their NEEQ listings
21 Zhong Lun Law Firm Annual Report 2014
Capital Markets/Securities
Overseas Securities Market
Listing • Acting as PRC legal counsel for Jingdong Group (stock code: JD), the largest private e-commerce company in China, in its NASDAQ listing, by which JD raised over USD2.04 billion, plus the over USD1.32 billion raised from Tencent Holdings Limited by private placement, making the listing the largest IPO of any China concept stock in the US capital market • Advising Jingdong Group (stock code: JD) on its secondary offering of shares on NASDAQ • Acting as PRC legal counsel for Xunlei Limited (stock code: XNET) in its NASDAQ listing • Acting as PRC legal counsel for Frasers Centrepoint Limited (stock code: TQ5) in its listing on the Mainboard of Singapore Stock Exchange • Acting as PRC legal counsel for Sunshine 100 China Holdings Ltd. (stock code: 02608) in its listing on HKEx Main Board • Acting as PRC legal counsel for Beijing Digital Telecom Co., Ltd. (stock code: 06188) in its listing on HKEx Main Board • Acting as PRC legal counsel for Hin Sang Group (International) Holding Co., Ltd. (stock code: 06893) in its listing on HKEx Main Board • Acting as underwriter’s PRC legal counsel in the HKEx Main Board listing of Beijing Urban Construction Design & Development Group Co., Limited (stock code: 01599) • Acting as sponsor’s PRC legal counsel in the HKEx Main Board listing of Huisheng International Holdings Ltd. (stock code: 01340) • Acting as sponsor’s PRC legal counsel in the HKEx Main Board listing of Ell Environmental Holdings Limited (stock code: 01395) • Acting as underwriter’s PRC legal counsel in the HKEx Main Board listing of China Aircraft Leasing Group Holdings Limited (stock code: 01848) • Acting as underwriter’s PRC legal counsel in the PE financing and HKEx Main Board listing of Ozner Water International Holdings Limited (stock code: 02014)
22 Zhong Lun Law Firm Annual Report 2014
Debt Capital Markets • Acting as PRC legal counsel for Sunshine 100 China Holdings Ltd. (stock code: 02608) in its issuance of bonds • Advising China Shipping (Group) Company on its issuance of USD500 million bonds • Acting as underwriter’s PRC legal counsel in the issuance of USD300 million bonds by Beijing Energy Investment Holding Co., Ltd. • Acting as underwriter’s PRC legal counsel in Beijing Jingneng Clean Energy Co., Ltd.’s issuance of RMB bonds in Hong Kong • Acting as PRC legal counsel for the joint lead managers in the issuance of USD175 million secured convertible bonds by Kingdee International Software Group Co., Ltd. (stock code: 00268) through its wholly owned subsidiary • Advising Avic Leasing Co., Ltd. on its issuance of 3-year dim sum RMB bonds in Hong Kong • Advising Huawei Technologies Co., Ltd. on its issuance of dim sum RMB bonds in Hong Kong • Advising Zhuhai Huafa Group Co., Ltd. on its issuance of RMB bonds in Hong Kong • Acting as PRC legal counsel for Citi Group, Deutsche Bank and Morgan Stanley in the issuance of convertible senior notes by YY INC., a NASDAQ listed company • Advising Canadian Solar Inc., a NASDAQ listed company and one of the world’s largest photovoltaics manufacturers, on its issuance of additional common shares and convertible senior notes • Acting as PRC legal counsel for China National Bluestar (Group) Co., Ltd. on its introduction of USD500 million inbound investment in its preferred shares • Advising Ford Automotive Finance (China) Limited on the securitization of its first retail automobile mortgage loans
Delisting • Acting as PRC legal counsel for the sponsor in the privatization of Noah Education Holdings, Ltd. (NYSE: NED), a premier educational service provider in China • Acting as PRC legal counsel for the sponsor in the privatization of iSoftStone Holdings Ltd., a company listed on the New York Stock Exchange
23 Zhong Lun Law Firm Annual Report 2014
Private Equity & Investment Funds
Investment and Management of Fund
• Representing SDIC Xieli Development Equity Investment Fund Partnership (LLP), Beijing SDIC Xieli Equity Investment Fund (LLP), SDIC Innovation (Beijing) Investment Fund Co., Ltd., Shenzhen Anxin Qianneng Equity Investment Fund Partnership (LLP) and other institutions in their investment in Shanghai Huaming Power Equipment Co., Ltd. • Advising Xunlei Limited on its E round of USD310 million financing • Advising Suishou Technology Holdings Inc. (Feidee), a Chinese leading personal finance platform on mobile internet, on its two rounds of financing • Advising Google Capital and Lightspeed China Partners on their C round investment in InnoLight Technology Corporation, a leader in cloud computing optical transceivers • Assisting PICOOC in completing a B round preferred share financing in USD • Advising TBP Capital on a new round of financing for Mogujie • Advising on the A round investment in a telecommunication equipment provider by GSR Ventures, Vertex Venture Holdings Ltd. and other US funds • Advising Sinldo Technology (Beijing) Co., Ltd., a mobile medical solution provider, on its B round financing provided by Northern Light Venture Capital and other PE funds • Advising Fang Fund Partners on its investments in Shandong Hygiya Environmental Equipment Co., Ltd. and SuperC Technology Limited, a graphene producer • Advising Fang Fund Partners on its PE investment in Sunointech, Kuyun Interactive Technology Limited, Yunzhou-Tech, and Zannan SciTech • Advising Sequoia Capital and Tencent on their B round preferred share USD investment in an OTO innovative enterprise • Advising SAIF Partners on its investments in Suzhou DMD Biotechnology Co., Ltd. and in BabelFish International Education Corporation, a Chinese online education enterprise • Advising Peeli Ventures on its A round investment in Liucheng, a leading study abroad service provider in China • Advising Fxtrip, an online travel agency, on its A round PE financing • Advising GTXH, a B2B e-commerce company, on its A round PE financing • Advising Qiming Ventures Partners on its A round investment in zuzuche.com, an online car rental company • Advising Delta Capital and Peeli Ventures on their B-2 round investment in Adwo Media, a mobile marketing platform • Advising online finance company Tongbanjie on its B round PE financing and Dianrong on its C round PE financing • Advising Duotin FM, an internet radio company, and APUS Launcher, a smartphone launcher developer, on their PE financing • Advising Yunfeng Capital on the transfer of fund units • Advising MWREF Limited on its commercial mortgage-backed securities project • Advising PE fund Arsenal Capital and IGM on their acquisition of IHT Group • Advising the PE investment division of OCBC Bank Singapore on its investment in Tsingda eEDU Corp., an O2O education provider • Advising Migu, a service provider of game virtual trade, on its first round financing
24 Zhong Lun Law Firm Annual Report 2014
Fundraising
• Advising on the establishment of Sino-French (Midcap) Fund, which raised EUR460 million at its first closing • Advising on the establishment of Guojin Dingxing Buyout Fund • Advising on the establishment of Beijing Huatai Ruilian M&A Fund Centre • Advising on the establishment of Shanghai Changchuanshi Venture Capital Investment Center (LLP) • Advising on the establishment of and first fundraising for China Railway Development Fund • Advising China Life Investment Holding Co., Ltd. on the co-establishment of a large investment fund with China Life Insurance (Group) Company, China Life Property & Casualty Insurance Co., Ltd. and other investors • Advising domestic commercial banks on the incorporation of investment fund management companies and the establishment of funds in Qianhai Shenzhen and Beijing for the overseas investment management platform of the banks • Advising on the establishment of and fundraising for an overseas PE fund sponsored by USCI Global Trade and Investment Center • Advising Canada Pension Plan Investment Board (CPPIB) on its establishment of a real estate fund with China Vanke • Advises on the Formation of a Gopher Real Estate Fund and its Purchase of a Class A Business Building Project • Advises Gopher Asset on the formation of Feeder funds of an Investment Fund established in Free Trade Zone investing in outbound real estate fund • Provide legal service for Shanghai Guohe Capital (a state owned enterprise) on the establishment of an Investment Fund and placement of Insurance fund as investors of the Investment Fund • Provided Legal Service for the Formation of DT Capital Fund of Fund and Environmental Fund • Provided Legal Service for the Formation of Gopher Asset FOF investing in the Mixed Ownership Revolution of Sinopec Sales Company • Provided Legal Service for the Formation of First Private Equity Fund Management Company of Insurance Capital by Sun Life Everbright Asset Management Co., Ltd. together with Other Insurance Corporations
25 Zhong Lun Law Firm Annual Report 2014
Corporate/Foreign Direct Investment
• Advising China Mobile on its establishment of Connected Car JV in China with Deutsche Telekom • Providing a full range of legal services for Angang Steel Company Limited in its establishment of a Sino-foreign equity joint venture with Kobe Steel, Ltd. • Advising Pianoforte Holding S.P.A, an Italian fashion group, on its establishment of an equity joint venture • Advising Macquarie Bank Limited on its establishment of a wholly foreign owned enterprise in China (Shanghai) Pilot Free Trade Zone • Advising GCT, a leading European equestrian company, on its cooperation with a famous Shanghai-based sports events company in holding the first Shanghai Longines Global Champions Tour Event • Assisting Tarsus Group PLC (LSE: TRS), an international B2B media company listed on London Stock Exchange, in expanding its exhibition business in China • Advising a world famous water park brand on its investment in water park and hotel business in China • Advising a Bank on its establishment of a foreign-funded private bank in China (Shanghai) Pilot Free Trade Zone • Serving as legal counsel for YHD.com • Advising a French-invested company on its investment in the Dahanjiang Transportation Hub tram project • Advising a French-invested company on its investment in a joint venture that constructs the comprehensive transportation hub of Wuhan Tianhe International Airport • Serving as legal counsel for Shanghai Pudong New Area People’s Government • Advising Green Dot on its establishment of a wholly foreign owned computer software and technology company in Shanghai and on capital increase of the company • Advising Wolong Group on its establishment, as main sponsor, of a Sino-foreign financial leasing joint venture in China (Shanghai) Pilot Free Trade Zone
26 Zhong Lun Law Firm Annual Report 2014
Mergers and Acquisitions
Domestic Deals
• Advising China Life Insurance (Group) Company on its strategic investment in China Huarong Asset Management Co., Ltd. • Advising on the sale of Chunake, an online course sharing platform, to Baidu • Advising Anbang Insurance Group on its acquisition of partial equity in Jiaxing Minfeng Group Co., Ltd. • Advises on the Formation of a Gopher Real Estate Fund and its Purchase of a Class A Business Building Project • Advising on the integration of the lubricating oil business of COSCO Shipping Co., Ltd. and Total (China) Investment Co., Ltd.
Cross-border Deals
• Acting as PRC legal counsel for Jingdong Group, a leading private e-commerce company in China, in its strategic partnership with Tencent Holdings Limited, a top-notch Internet company • Advising Tsinghua Unigroup on a RMB9 billion investment made by Intel • Providing a full range of legal services for the GBP150 million acquisition of House of Fraser, a time-honored British department store group, by Nanjing Xinjiekou Department Store Co., Ltd. (stock code: 600682.SH) under SanPower Group and for major asset restructuring, which is the largest direct overseas acquisition by a listed Chinese retail company in the A-share history, as well as the biggest outbound investment by a Chinese enterprise in the retail industry • Advising Goldman Sachs on its investment in an operator of an international B2C website • Advising GlaxoSmithKline Plc on its USD5.25 billion acquisition of the global vaccine (exclusive of influenza vaccine) business of Novartis International AG, which transaction, together with (i) the two companies’ joint establishment of a world leading consumer healthcare company by integrating their respective consumer healthcare business, and (ii) GlaxoSmithKline Plc’s sale of agreed business to Novartis International AG for a total of USD16 billion, are the three major translations between the two companies that are mutually conditional upon each other • Advising Wego Group on its 10-year cooperation with a foreign company on OEM R&D and procurement of medical instruments • Advising China Mengniu Dairy Co., Ltd. on its strategic cooperation with WhiteWave in the establishment of an equity joint venture • Acting as PRC legal counsel for ZF Friedrichshafen AG in the transfer of its rubber metal and plastics business and assets to Zhuzhou Times New Material Technology Co., Ltd. (stock code: 600458.SH), a deal worth EUR290 million • Advising Henan Civil Aviation Development and Investment Co., Ltd. on its purchase of the shares in Cargolux Airlines International S.A. and on their cooperation in civil aviation business • Acting as PRC legal counsel for DYXnet Group in the acquisition of Dermot Holdings Limited and its subsidiaries by 21Vianet Group, Inc. (NASDAQ: VNET) from DYXnet Group
27 Zhong Lun Law Firm Annual Report 2014
Mergers and Acquisitions
• Advising 3i Group plc on its EUR473 million sale of Hilite International to AVIC Electromechanical Systems Co., Ltd. • Acting as PRC legal counsel for Tian An China Investments Co., Ltd. (stock code: 00028.HK) in its sale of its wholly-owned subsidiary • Acting as PRC legal counsel for Altran Technologies (Euronext Paris: ALT) in its M&A with Beyondsoft (Shanghai) Co., Ltd. • Providing adSage with a full range of legal services in the strategic investment by Bestv New Media Co., Ltd. (stock code: 600637.SH) in adSage • Acting as PRC legal counsel for Italian strategic investment fund FSI and Ansaldo Energia Group on their EUR400 million strategic cooperation with Shanghai Electric Group, a landmark deal in the world’s energy equipment manufacturing industry • Advising Nippon Paint on its acquisition of the global industrial equities of a company group • Advising on SanPower Group’s acquisition of the 100% equities in Nanjing Fucheng Property Co., Ltd. and Funtalk China Holdings Ltd., a former NASDAQ listed company • Advising Mitsui & Co., Ltd. on its acquisition of the logistics business of a HK listed company • Advising Tsinghua Unisplendour Group on its acquisition of the entire equity in RDA Microelectronics, Inc., a former NASDAQ listed company
28 Zhong Lun Law Firm Annual Report 2014
Banking and Finance
• Advising the borrower in a merger financing for the Shanghai Foreshore project jointly developed by Tishman Speyer and Shanghai Lujiazui Group • Representing the borrower in a RMB4 billion syndicated loan financing for the development of a parcel of land by Hines in the Jing An District of Shanghai • Advising a banking syndicate consisting of United Overseas Bank, Beijing Branch and DBS Bank, Shanghai Branch on its syndicated loan granted for Grand Millennium Beijing owned by City Developments Limited • Advising OCBC Bank, Chongqing Branch on a loan financing for the Elingfeng residential project developed by City Developments Limited in Chongqing • Representing a domestic banking syndicate consisting of United Overseas Bank, Shanghai Branch and ANZ Bank, Shanghai Branch and an overseas banking syndicate comprising United Overseas Bank and ANZ Bank in their syndicated loan financing for the domestic and overseas M&As conducted by Shanghai International Capital Plaza • Advising Sichuan Tianqi Lithium Industries Inc. on the financing for its overseas acquisition of a subsidiary of Galaxy Resources Limited, a listed company in Australia • Advising Standard Chartered Bank, Suzhou Branch on its loan financing for the COFCO- Benyuan villa project in Suzhou city • Advising Standard Chartered Bank, Chengdu Branch on its loan financing for the COFCO- Yulingwan villa project in Chengdu city • Advising Credit Agricole Corporate and Investment Bank, Shanghai Branch on its pre- financing for Shanxi Yaxin Coal Coking Co., Ltd. • Advising DBS Bank on a pledge of equity interests in Shanghai Bifeng Real Estate Development Co., Ltd. • Providing PRC law advice to OCBC Bank, the Singapore Branch of BEA Bank, Wing Lung Bank and other banks on their cross-border financing guarantees • Advising on Ping An Huitong Ping An Zhifu No.1, No.3 and No.4 asset management plans (Phase 1) • Advising China Merchants Wealth on its Hengda No.1 Asset Management Plan • Advising GF Securities on its Hengjin No.1 Finance Lease Asset Securitization • Advising Ping An Asset Management Co., Ltd. on its RMB1.5 billion “Ping An- Hunan Railway Investment Debt Investment Plan (Phase I)” established for its investment in the land requisition and housing demolition project for the Hunan section of Shanghai-Kunming high speed passenger dedicated railway • Advising Ping An Asset Management Co., Ltd. on its RMB1.5 billion“ Ping An-Nanjing New Town Debt Investment Plan (Phase I)” established for its investment in (the Technology Innovation Complex B of) the Internet of Things Industrial Park of Nanjing Newtown Science & Technology Park • Advising China Merchants Bank on its RMB8.518 billion 2014 credit asset securitization (phase I), RMB7.28 billion 2014 credit asset securitization (phase II) and RMB9.155 billion 2014 credit asset securitization (phase III)
29 Zhong Lun Law Firm Annual Report 2014
Banking and Finance
• Advising Shenzhen Worldunion Microloan Co., Ltd. on a series of quasi-asset securitizations with a total size of over RMB1 billion, including“ CR Yuanta Asset Worldunion Microloan Asset Management Plan”, “Southern Capital Worldunion Microloan Asset Management Plan”, “FOTIC Huijin No.9 Personal Loan Collective Trust Plan (a personal consumption loan series financing project of Worldunion)”, and “2014 Targeted Financing Instrument (Phase I) of Worldunion” on Shenzhen Qianhai Financial Assets Exchange • Advising China Ping An Trust & Investment Co., Ltd. on its working capital loan trust funds, including“ Ping An Fortune Xiangyuan No.8 Collective Trust Plan” with a size of RMB10 billion, “Ping An Fortune Xiangyuan No.9 Collective Trust Plan” with a size of RMB15.1 billion, and “Ping An Fortune Xiangyuan No.17 Collective Trust Plan” with a size of RMB2.5 billion • Advising Bank of Tokyo-Mitsubishi UFJ (China), Ltd. on its two-way cross-border RMB funds pool business (as enterprise group), centralized operation of cross-border RMB funds (as multinational enterprise group), and centralized operation and management of foreign exchange funds (as multinational company), all within the China (Shanghai) Pilot Free Trade Zone • Advising Ford Automotive Finance (China) Limited on its “Fuyuan 2014 Personal Auto Mortgage-backed Securitization (Phase I)” with a size of approximately RMB800 million • Advising Ford Automotive Finance (China) Limited on a RMB2 billion syndicated loan granted to it by a banking syndicate led by Credit Agricole Corporate and Investment Bank, DBS Bank and Standard Chartered Bank • Advising the Export-Import Bank of China on its petty agricultural loans in Burma • Advising the Export-Import Bank of China, Guangdong Branch on its syndicated loan financing for the Jinding-Hengqin Expressway in Zhuhai city • Advising the Export-Import Bank of China on its financing for 12 bulk carriers of a shipping company • Advising the Henan Branch of China Development Bank on its financing for a highway upgrading project in Tanzania • Representing China Huarong Asset Management Co., Ltd. in its issuance of RMB12 billion financial bonds on the national interbank bond market • Advising China Bohai Bank Co., Ltd. on its issuance of RMB3.1 billion secondary capital bonds for 2014 • Advising Liaoyang Urban Capital Operation Co., Ltd. on its RMB2.8 billion private placement notes financing instruments for 2014 (phase 1) • Acting as legal counsel for Tianjin Binhai Rural Commercial Bank Corporation in its issuance of secondary capital bonds on the interbank bond market • Advising the Bank of Luoyang Co., Ltd. on its issuance of writedowns type of secondary capital bonds • Advising Legend Holdings Limited on its registration of private placement notes financing instruments for the years of 2013 to 2015
30 Zhong Lun Law Firm Annual Report 2014
• Advising Guizhou Shuicheng Coal Mining (Group) Co., Ltd. regarding its RMB2.4 billion first tranche of 2014 mid-term notes and RMB2.4 billion first tranche of short-term financing bonds • Advising Wengfu (Group) Co., Ltd. regarding its first tranche of 2014 mid-term notes • Advising Yunnan Jiehua Clean Energy Development Co., Ltd. regarding its short-term financing bonds in an aggregate principal amount • Serving as legal counsel for the Jiangsu and Shanghai Branch of China Development Bank and advising on its“ Go Global” series • Serving as legal counsel for Chengdu Rural Commercial Bank Co., Ltd. • Serving as legal counsel for Bank of Luoyang Co., Ltd. • Serving as legal counsel for Bank of Hebi Co., Ltd. • Serving as legal counsel for Taiping Life Insurance Co., Ltd. • Advising Taiping Asset Management Co., Ltd. on its utilization of insurance funds • Advising Ping An Asset Management Co., Ltd. on its utilization of insurance funds • Advising Taiping Life Insurance Co., Ltd. on its utilization of insurance funds (in the category of real estate investment and equity interests investment) • Advising on the establishment of Taiping & Sinopec Financial Leasing Co., Ltd. jointly by Sinopec Group and Taiping Life Insurance Co., Ltd. • Advising on the establishment of BOL Financial Leasing Co., Ltd. jointly by Bank of Luoyang Co., Ltd. and YTO Group Corporation
31 Zhong Lun Law Firm Annual Report 2014
Dispute Resolution
Arbitration (& Arbitration-related Lawsuits)
• Represented INVISTA Technologies S. à. r. l. in PRC courts for confirmation of validity of arbitration agreement and obtained a favorable ruling in March 2014, which was the first PRC court decision on the novelty issue (arbitration taking place at CIETAC under the UNCITRAL Arbitration Rules) • Represented Quipica LLC and Quimicos Petroleros Integrados, C.A. in the court action in Sichuan, China for enforcement of an ICDR award rendered by the ICDR tribunal, and achieved a settlement for the clients • Represented a US oil pipeline manufacturer in a PRC court for recognition and enforcement of an ICDR award rendered by the ICDR tribunal • Represented a world-renowned ship power equipment supplier in two cases in PRC Maritime Courts and obtained favorable rulings (one was related to the validity of Stockholm arbitration clause; the other was related to ship equipment supply contract) • Represented a major PRC state-owned iron and steel group as respondent in an arbitration before LMAA of a dispute regarding bill of lading and charter party, and obtained a favorable arbitral award (involving an amount of USD3.3 million) • Represented a PRC titanium dioxide pigment producer as respondent in an arbitration before CIETAC Beijing of a dispute under a sale of goods contract, and obtained a favorable arbitral award (involving an amount of RMB65 million) • Represented a US computer security resolutions provider as respondent in an arbitration before CIETAC Beijing of a dispute under a partner agreement for cloud computing system, which is the first CIETAC case over a dispute involving cloud computing system (involving an amount of RMB32 million) • Represented a Hong Kong company as claimant in an arbitration before CIETAC Beijing of the dispute under an equity transfer contract and obtained a favorable arbitral award (involving an amount of RMB15 million) • Represented an Italian company as respondent in an arbitration before CIETAC Beijing of a dispute under a sale of goods contract and achieved a satisfactory settlement for the client (involving an amount of USD2.4 million) • Represented a Spanish company as claimant in an arbitration before Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Centre) of a dispute under a sale of goods contract and obtained a favorable arbitral award (involving an amount of EUR400,000) • Represented a Japanese company in an arbitration before CIETAC of a dispute under a sale of goods contract and obtained a favorable arbitral award • Represented a listed company in an arbitration against other shareholders of the targeted company before Beijing Arbitration Commission of a dispute under a valuation adjustment mechanism contract, obtained a favorable arbitral award, and enforced the award.
32 Zhong Lun Law Firm Annual Report 2014
Lawsuits
• Represented a US leading company in consumer electronics industry in an action before PRC courts of a dispute under an international sale of goods contract and reached a settlement • Represented Shanghai Wuseshi Real Estate Development Co., Ltd. in an action before PRC courts against Shanghai Lijing Hotel Management Co., Ltd. over an equity transfer dispute • Represented Noritake Co., Ltd. in an action before PRC courts against Changzhou EGing Photovoltaic Technology Co., Ltd. over a dispute under joint venture contract and reached a settlement • Represented a world leading agriculture and food company over an international chartering contract and reached a settlement • Represented the renowned on-line store Store No.1 against mass consumers over disputes under on-line sales of goods contracts, and obtained favorable rulings • Represented Rockbund Co., Ltd. in an action before PRC courts over a loan and mortgage dispute with ICBC • Represented Anhua Meibo Group and others in a second instance trial before the Supreme People’s Court against Yihe Yinfeng Industries Co., Ltd. over a dispute under an equity transfer contract and reached a settlement (involving an amount of RMB1 billion) • Represented Guangdong Yuecai Investment Holding Co., Ltd. and Dalian Tianzhi Industries Co., Ltd. in actions before PRC courts over a dispute under a loan contract, and successfully collected all the principal of RMB450 million and the overdue interests of RMB300 million in five years • Represented an urban commercial bank to enforce the property of Shenyang Jinyu Real Estate Development Co., Ltd. over a dispute under a loan agreement, and completed the auction in eight months, obtaining all the principals in the amount of RMB350 million together with the overdue interests in the amount of RMB100 million
33 Zhong Lun Law Firm Annual Report 2014
Intellectual Property
• Representing Tencent to win an administrative lawsuit which invalidated a patent claimed to be infringed upon by the“ People Nearby” feature of WeChat • Representing a client to win a trade secret dispute before the Supreme People’s Court of the PRC over a technology of thin-wall chrome-plated steel cylinder liner • Representing Beijing Shouhuan Cultural Tourism Investment Co., Ltd. in negotiations with Universal Studios Recreation Group on IP licensing involved in the Universal Studios Beijing project • Representing Huntsman Advanced Materials (Switzerland) in patent and domain name disputes • Advising Swarovski Aktiengesellschaft on IP law • Representing Shenzhen RoadRover Technology Co., Ltd. in applying to the Patent Reexamination Board of the State Intellectual Property Office of the PRC for invalidation of a patent the trademarks registered in China by it and its affiliates • Providing Shanghai Feixun Communication Co., Ltd. with trademark legal service • Providing trademark law advice for Merck & Co., Inc. • Representing ASC Fine Wines (Shanghai) Co., Ltd. in a dispute over the trademark • Advising Xiao Nan Guo Restaurants Holdings Limited on a trademark licensing agreement • Advising Fossil on IP protection for its e-commerce platform • Providing trademark advice for Sport Master • Advising Jordan (China) Co., Ltd. on software legalization • Advising Apax Partners LLP on its trademark matters • Providing Meihua Holding Group Co., Ltd. with IP legal service • Representing Sichuan Qinghetang Food Co., Ltd., in an action for declaration of its ownership to the trademark“ Liao’s” • Advising Guangdong Junfeng BFS Technology Co., Ltd. on the declaration of invalidity of No.4W103192 patent • Advising Gezhouba Explosive Co., Ltd. on its introduction of foreign investors and their technologies • Advising Elion Resources Group Co., Ltd. on the registration of its trademarks in China
34 Zhong Lun Law Firm Annual Report 2014
• Analyzing and issuing legal opinion on a patent provided by Jiaxing Bofa Novel Plastics Co., Ltd. • Advising ANTA Sports Products Limited and its affiliates on matters concerning their Chinese and foreign trademarks • Representing Clearbridge BioMedics Pte Ltd. in the protection of its intellectual property in China • Advising China Film Co., Ltd. and its affiliates on matters concerning their trademarks registered in China • Advising Criteo S.A. on its operations in China • Advising United Nations Industrial Development Organization on cross-border transfer of intellectual property • Assisting Ubiquiti, a US listed company, in winning a criminal case involving trademark counterfeiting • Representing Microsoft in a patent infringement lawsuit involving its video game console device XBOX • Representing RealNetworks in arbitration regarding a chip technology contract dispute • Providing trademark advice for Cainiao Network Technology Co., Ltd. • Advising PICC Group on management, registration and protection of trademark • Advising Dr. Brown’s on registration and protection of its Chinese trademarks • Advising Warburg Pincus on registration and protection of its Chinese trademarks • Advising Beijing Qiyi Century Science & Technology Co., Ltd. (Iqiyi.com) on registration and protection of its Chinese and foreign trademarks • Advising Jomoo Kitchen & Bathroom Appliances Co., Ltd. on review of trademark authority’s rejection of trademark“ LAGG” • Serving as legal counsel for Tangshan Baishan Pharmaceutical Co., Ltd. • Serving as legal counsel for Beijing Capital Highway Operation & Management Co., Ltd. • Advising Tangshan Baishan Pharmaceutical Co., Ltd. on patent application in China • Advising Zhejiang Hailiang Co., Ltd. on application for and protection of patent in China • Issuing a PRC legal opinion to Chrysler Group LLC on infringement upon its product design patent • Representing Shanghai Precise Packaging Co., Ltd. in responding to a lawsuit brought against it before Beijing Chaoyang District People’s Court regarding infringement upon an invention/ utility patent
35 Zhong Lun Law Firm Annual Report 2014
Intellectual Property
• Representing Tangshan Baishan Pharmaceutical Co., Ltd. in applying for trademark registration and trademark opposition review • Advising Shanghai Jianheng Technology Development Co., Ltd. on its Chinese trademarks • Providing IP due diligence service for China Resources Saike Pharmaceutical Co., Ltd. • Representing a client in applying to the Patent Reexamination Board of the State Intellectual Property Office of the PRC for invalidation of a patent involved in its patent dispute with Qingdao CO-NELE Machinery Co., Ltd. • Advising Hua Wei Surface Decoration Technologies (Shanghai) Co., Ltd. on IP matters concerning its licensing agreement with Taica • Providing IP advice for Cabinet Sun Tao • Advising Chinese Academy of Medical Sciences on IP matters and patent application • Advising Zhuhai Agree Technology Ltd. on its claim against Zhejiang Yuxin Banke Information Technology Co., Ltd. for infringement upon computer software copyright • Providing IP advice for Beijing Algoblu Information Technology Co., Ltd. • Serving as legal counsel for Elion Resources Group Co., Ltd. • Advising Jiangsu Universal Digital Culture Experience Park Co., Ltd. on matters concerning review of trademark rejection • Providing trademark advice for China Resources SZITIC Trust Co., Ltd. • Providing trademark advice for China Industrial Design Association • Representing Guangdong Junfeng BFS Technology Co., Ltd. in a patent invalidity declaration case • Representing a client in an action for declaration of its ownership to the trademark“ Liao’s” • Advising Taiyuan Heavy Industry Co., Ltd. on an equipment contract dispute • Providing Meihua Holding Group Co., Ltd. with IP legal service • Representing Qiaodan Sports Co., Ltd. in an administrative action for declaration of ownership to all its trademarks • Representing Dalian Penghui Xinda Technology Co., Ltd. in a trade secret infringement lawsuit • Advising Zhejiang Grandma’s Home Catering Operation Co., Ltd. on a patent invalidity declaration • Providing IP advice for Beijing Locojoy technology Co., Ltd. • Advising Zhang Sheng on a trademark administrative lawsuit • Representing Ninebot Inc. (China) and PowerUnion (Beijing) Tech Co., Ltd. in responding to a Section 337 investigation initiated by Segway Inc. regarding invention patent, design patent and copyright of personal transporters • Representing Aumed Group Corp. in responding to a Section 337 investigation initiated by Freedom Scientific regarding design patent • Representing Ningbo Xunqiang Electronic Technology Co., Ltd. in responding to a Section 337 investigation initiated by Tyco International Ltd. regarding the patent of a security system
36 Zhong Lun Law Firm Annual Report 2014
Construction & Infrastructure
• Advising a large central enterprise on its RMB42 billion investment in an expressway in Pakistan • Advising on the Zhongshan – Kaiping Expressway project in Guangdong province, a BOT project with a total investment of RMB25 billion • Advising Guangdong Provincial Railway Construction Investment Group Co., Ltd. on its development of the land outside the building setback lines of the rail stations in Foshan and Zhaoqing, with the total investment reaching RMB20 billion • Advising a large central enterprise on its investment in and financing for an urban rail transit construction project, with the total investment being RMB20 billion • Advising Guangdong Provincial Communication Group Co., Ltd. on its RMB15 billion infrastructure financing • Advising an insurance group on its investment in an infrastructure project of Dalian Petrochemical, with a total investment of RMB3 billion • Advising a large central enterprise on its RMB12 billion investment in an expressway project in Fujian province • Advising a large central enterprise on its RMB11.2 billion investment in the northern section of the Foshan – Qingyuan – Conghua Expressway BOT project • Advising on PowerChina Road Bridge Group Co.,Ltd. Jinning – Hongta Expressway project, a BOT project with a total investment approaching RMB8.4 billion • Advising Qingdao Economic and Technological Development Zone on investment of RMB5 billion • Advising Enersave Group on its seawater desalination and comprehensive utilization project in the Tianjing Nangang Industrial Zone, with a total investment approaching RMB4.8 billion • Advising a large central enterprise on its approximately RMB4 billion investment in the Jinshan Bay Eco-city infrastructure project in east Yantai • Advising on a supporting road project consisting of Nanshan Road and other three roads that support railways and expressways in Jiangmen city, with the total investment approaching RMB4.5 billion • Advising on a supporting road project consisting of Duruan North 1st Road and other roads that support the Jiangmen section of Guangzhou-Foshan-Jiangmen Fast Track, with the total investment approaching RMB3 billion • Advising on the Huai’an Tram (Phase 1) BOT project, with the total investment approaching RMB3.5 billion • Advising the Epang Palace Relics Park and the construction of indemnificatory housing in Xi’an city of nearly RMB2.5 billion investment • Advising on a large infrastructure project in the Pingtan Comprehensive Experimental Area in Fujian province, with the total investment being around RMB2 billion • Representing a client in an arbitration case involving a dispute over a railway BT contract • Advising on the Mauritius International Airport EPC project, of which the total investment is around RMB2.5 billion • Advising on the infrastructure project of Haikou Mei’an National Science and Technology New City in Haikou • Advising China Railway Construction Corporation Limited on its investment in an indemnificatory housing PPP project in Zhejiang province • Advising an insurance group on its investment in a land reserve debt investment plan in Liaoning province • Advising a large central enterprise on its investment in a infrastructure project in Virginia, US • Advising China Nuclear Industry 24 Construction Co., Ltd. on its investment in and financing for an infrastructure project • Advising Tengda Construction Group Co., Ltd. on its investment in and financing for an infrastructure project • Advising Xinjiang Communications Construction (Group) Co., Ltd. on its investment in a PPP urbanization project financially supported by Qapqal Xibe Autonomous County • Advising Far East Horizon Limited on its investment in a PPP project in Ziyang city, Sichuan province
37 Zhong Lun Law Firm Annual Report 2014
Construction & Infrastructure
• Advising Jiangsu Nantong No.2 Construction Engineering (Group) Co., Ltd. on its investment in a city-surrounded village reconstruction PPP project • Providing legal advice, together with Denton in Poland, to China Overseas Engineering Corporation and China Railway Tunnel Group Co., Ltd., two subsidiaries of China Railway Group Limited, on their litigation in Poland regarding a dispute over the construction of A2 Motorway project in Poland • Advising China Nuclear Industry 23 Construction Co., Ltd. on contract performance matters involved in its E-60 Highway project in Georgia • Advising China Nuclear Industry 22 Construction Co., Ltd. on a subcontract for its power station project in Pakistan • Advising China Nuclear Industry 22 Construction Co., Ltd. on its iron ore project in Mexico • Advising on a development area central cooling project in north China • Advising a large private group on its port construction quasi-BOT project in Africa • Providing CITIC Heye Investment (Beijing) Co., Ltd. with a full range of legal services regarding the development and construction of China Zun, the prospective tallest building in Beijing • Providing Volkswagen (China) Investment Co., Ltd. with a full range of legal services regarding its development and construction of the headquarters building of Volkswagen (China) Investment Company Ltd. in Beijing • Serving as construction legal counsel for BMW Brilliance Automotive Ltd. • Providing construction-related advice to FEV China Co., Ltd. on in its factory construction project • Providing construction-related advice to Sinochem Oil Co., Ltd. • Serving as construction law legal counsel for CITIC Real Estate Co., Ltd. • Providing construction-related advice to China Anti-Money Laundering Monitoring & Analysis Centre on Shanghai Anti-Money Laundering Monitoring & Analysis Centre of the People’s Bank of China • Providing construction-related advice to the Beijing New Airport Construction Steering Group Office of Civil Aviation Administration of China on the Beijing new airport construction • Serving as construction law legal counsel for Shenzhen Power Supply Bureau Co., Ltd. • Serving as construction law legal counsel for the China Smart Logistics Network (CSN) program of Cainiao Network Technology Co., Ltd. • Preparing template construction contracts for the development and construction of Yujiapu Financial District by Tianjin Innovative Finance Investment Co., Ltd. • Serving as construction law legal counsel for BOE Technology Group Co., Ltd. • Providing construction-related advice to Minmetals Land Investment Management (Beijing) Co., Ltd. • Serving as construction law legal counsel for a real estate development project of CNR Real Estate Co., Ltd. • Providing construction-related advice for an office fit-out project of Zhuhai Goaling Equity Investment and Management Co., Ltd. • Representing a world famous software company in its arbitration over a construction project dispute • Advising Guoao Group Holdings Limited on its termination of the franchise granted for the National Gymnasium and Olympic Village BOT project and on compensation issues relating to the termination • Providing a large state-owned nuclear power construction company with a full range of legal services regarding its approximately RMB8 billion investment in the Mongolia’s Baganuur Thermal Station BOT project • Providing a large state-owned company with a full range of legal services regarding its nearly RMB4 billion investment in the Wuyi New Town PPP project in Fujian province • Advising on the financing for the land requisition，housing demolition, and resettlement housing construction for the main structure of Beijing new airport with a total investment of nearly RMB20 billion • Advising on the construction, completion settlement and warranty for the new CCTV headquarters • Advising on the technology procurement and system integration for the construction of the new CCTV headquarters
38 Zhong Lun Law Firm Annual Report 2014
Antitrust/Competition
• Representing Inner Mongolia Mengniu Dairy (Group) Co., Ltd. in its notification of concentration to MOFCOM concerning its establishment of a joint venture holding company with Danone Asia PET Ltd., leading to MOFCOM’s unconditional approval of the transaction • Representing Angang Steel Company Limited in its notification of concentration to MOFCOM concerning its establishment with Kobelco (China) Holding Co., Ltd., a subsidiary wholly owned by Kobe Steel, Ltd., of a joint venture in China to produce cold-roll steel sheets used for manufacturing of automobiles, leading to MOFCOM’s unconditional approval of the transaction • Advising Mitsubishi Heavy Industries (China) Co., Ltd. on anti-monopoly investigation • Providing anti-monopoly advice for Mitsubishi Electric Corporation • Advising Honda Motor (China) Investment Co., Ltd. on anti-monopoly investigation • Providing anti-monopoly advice for Nissan (China) Investment Co., Ltd. • Advising Mitsubishi Motors Sales (China) Co., Ltd. on anti-monopoly investigation • Providing anti-monopoly advice for ASUSTeK Computer Inc. • Advising MITSUI & Co., Ltd. on its anti-monopoly notification concerning automobile recycling • Advising on the anti-monopoly notification for the establishment of a joint venture in Singapore by SKE and TIPCO • Advising on the anti-monopoly notification for the establishment of a joint venture in Singapore by SK and SABICO • Advising on the investigation of anti-monopoly risks in patent licensing between Sony Corporation and Blue-One • Advising on the notification of concentration concerning the merger of some business of Kraton Performance Polymers, Inc. and Lee Chang Yung Chemical Industry Corp. • Advising Dongfeng Commercial Vehicle Co., Ltd. on its self-assessment of anti-monopoly risks • Advising Microsoft Corporation on anti-monopoly investigation and litigation • Advising an energy enterprise on anti-monopoly investigation • Providing anti-monopoly compliance review and training service for Sanofi Pasteur • Providing contract review service for Spalding Sporting Goods (China) Co., Ltd. regarding anti-monopoly compliance • Advising China Petroleum & Chemical Corporation on anti-monopoly compliance • Assisting Tsinghua UniGroup in responding to an investigation on its failure to file a notification on its acquisition of RDA
39 Zhong Lun Law Firm Annual Report 2014
WTO/International Trade
• Assisting SINOPEC Fuel Oil Sales Co., Ltd. in handling matters involved in its trade with O.W.TANKER • Advising Nippon Steel & Sumitomo Metal Corporation on its application for change of name under an anti-dumping case • Representing Guangzhou Jangho Curtain Wall System Engineering Co., Ltd. to respond to the third anti-subsidy annual review investigation initiated by the United States on China-produced aluminum extrusion profiles • Representing Wuhan Iron and Steel Co., Ltd. to respond to an anti-dumping investigation initiated by the EU on China-produced oriented electrical steel products • Representing Hebei Jinxi Iron & Steel Co., Ltd. to respond to an anti-dumping investigation initiated by Korea on H-shaped steel products originating in China • Representing MOFCOM to respond to India’s anti-subsidy investigation against Chinese producers of wind turbine castings • Representing China Iron and Steel Association to respond to an anti-dumping investigation initiated by Korea on H-shaped steel products originating in China • Representing MOFCOM in participating as a third party in the WTO disputes Australia- Tobacco Plain Packaging • Representing MOFCOM to join as a third party the WTO dispute settlement proceedings initiated by Argentina against the EU for anti-dumping measures imposed on imports of biodiesel originating in, inter alia, Argentina • Representing China International Marine Containers (Group) Co., Ltd. to respond to the anti-dumping and anti-subsidy investigations initiated by the United States on 53-foot dry containers made in China • Representing Shougang Group to respond to an anti-dumping investigation initiated by Mexico on cold-roll steel sheets made in China • Representing Wuxi Suntech Power Co., Ltd. to respond to Australia’s anti-dumping investigation regarding photovoltaic products originating in China • Representing China Iron and Steel Association to respond to Indonesia’s safeguard measures investigation on H-shaped steel originating in China • Providing the Embassy of the Republic of Korea in China with update reports on MOFCOM’s trade remedies involving Korea • Representing Guangdong Overland Ceramics Co., Ltd. to respond to Korea’s anti-dumping review investigation • Representing China Agri-Industries Holdings Limited to respond to an anti-dumping sunset review investigation initiated by EU on citric acid originating in China • Representing Shanxi Taigang Stainless Steel Co., Ltd. in responding to the EU’s anti-dumping and anti-subsidy investigations on stainless steel cold-rolled flat products originating in China • Representing Lucky Huaguang Graphics Co., Ltd. in responding to Taiwan’s anti-dumping investigation on CTP printing plates originating in Mainland China and obtaining a no-dumping result • Representing China Chamber of Commerce of Metals Minerals & Chemicals Importers & Exporters (CCCMC) and a number of enterprises in responding to Korea’s second round of anti-dumping sunset review investigation on ceramic tiles exported from China
40 Zhong Lun Law Firm Annual Report 2014
Overseas Investments
• Advising on a cement project of Hainan Landao Environmental Protection Industry Co., Ltd. in Cambodia • Advising Sichuan Meifeng Bluetech Co., Ltd. on its overseas investment • Advising China Road and Bridge Corporation on its investment in a cement project in Zambia • Advising Kinetic Mines and Energy Limited on its investment in diamond mining in Zimbabwe • Advising Fujian China & Cambodia Investment Co., Ltd. on its investment in an industrial park in Cambodia • Advising Sichuan Kunlun Electric Power Engineering Co., Ltd. on its investment in an electric power project in Laos • Advising Liaoning Cescience Industry Co., Ltd. on its acquisition of assets of Caterpillar Tunneling Canada Corporation
41 Zhong Lun Law Firm Annual Report 2014
Labor & Employment
• Advising a world top luxury company on its human resources integration • Advising a German company on its large-scale layoff in China for economic reason • Advising a world leading hospitality and entertainment company on its collective redeployment of employees • Advising a world top US-based engineering consulting company on its layoff of employees and handling of relationship with its employees • Advising a foreign-funded power technology company on its layoff of over 1000 employees due to its liquidation • Advising a famous European fashion company on its redeployment and layoff of employees due to its liquidation • Advising an affiliate of a large state-owned financial institution on its collective redeployment of approximately 1500 employees • Advising a state-owned investment company on its relocation in its entirety across different areas during its mixed-ownership reform • Advising a large PRC e-commerce company on non-completion applied to and restricted stocks held by a leaving officer • Advising a famous US pharmaceutical company on liability indemnification agreement offered for its directors and senior officers and related matters • Advising a world top accounting firm on non-completion matters involved in the due diligence investigation conducted on a senior officer before his recruitment • Advising a famous US accounting firm on staffing and non-completion matters before its establishment of a branch in China • Advising a world-renowned public rations group on the employment of its Asia Pacific CEO in China and his and his family’s residence in China • Advising a US-based global chain company on labor, personnel, safety and health • Serving as legal counsel for the trade union of a PRC subsidiary of a world famous electric company • Reviewing the human resources management documents of a famous auto company • Reviewing the human resources management documents of the representative office and subsidiary set up by a famous British retail company in China • Advising a famous US IT company on its meeting with and dismissal of employees who violated its internal rules • Representing a Global 500 company in its labor dispute with its leaving employee over USD1 million commission • Advising a US listed company on its investigation on, meeting with and dismissal of employees who seriously violated its internal rules and representing the company in its labor disputes with the dismissed employees • Representing a multinational manufacturer of chemical products in its labor dispute with its employees • Representing a US-based Global 500 company in its dispute with its employees • Advising a Hong Kong-based consulting company on labor dispute issues • Advising a Japanese company on its response to a leaving employee • Advising the Guangzhou Branch of Beijing Itochu-Huatang Comprehensive Processing Co., Ltd. on labor related issues • Providing PRC labor law service for a US company • Advising a privately run company on relocation of factory and dismissal of employees • Advising a Korean company on protection of personal information and non-completion matters • Advising a US law firm on employment in China and Chinese labor law
42 Zhong Lun Law Firm Annual Report 2014
Tax & Wealth Planning
• Advising a Shanghai-based enterprise on tax matters • Providing consulting and other legal services for a Beijing-based financial consulting agency regarding real estate in Guangzhou • Advising a world famous luxury brand on tax matters relating to proceeds from sales of employee-owned stocks • Advising a US-based Global 500 company on legal matters concerning the Suzhou Customs • Advising a Hong Kong-based company on legal issues concerning tax agency • Representing a Japanese company in an administrative reconsideration case against the Dalian taxation authority • Providing tax advice for shareholders of a number of multinational and Chinese enterprises regarding their transfer of equity interests in these enterprises • Advising a well-known animation enterprise on corporate income tax and individual income tax involved in its pre-IPO restructuring • Providing tax advice for numerous enterprises regarding their employee stock ownership plans • Providing legal support for a multinational company regarding customs inspection • Providing restructuring-related tax advice for scores of real estate companies • Representing a number of multinational companies in negotiations with tax authorities on significant cross-border tax issues • Providing tax advice for several Chinese enterprises regarding outbound investment • Advising many high net worth individuals and families on asset planning, including offshore trust • Providing PRC tax advice for a number of offshore trust structures • Acting for a client in coordinating and going through procedure for his inheritance of overseas heritage • Advising major shareholders of pre-IPO companies on settlement of trusts to hold their respective shares • Advising a client on PRC tax and SAFE registration issues in relation to employee stock incentive plans • Advising on the restructuring of four offshore discretionary trusts with Canadian resident beneficiaries • Advising executives of a publicly listed corporation on the settlement of offshore trust structures to hold their respective interests in the listed stocks • Advising a founder of an overseas listed PRC company on settlement of an offshore family trust • Advising a client on pre-US immigration planning tools and the settlement of two offshore trusts to hold the family’s assets • Advising a client on the settlement of five offshore trusts with US and Canadian beneficiaries • Advising and assisting a Hong Kong client owning real estate in the US to implement a tax- efficient exchange
43 Zhong Lun Law Firm Annual Report 2014
Tax & Wealth Planning
• Providing tax advice to PRC investors on investment in US real estate development project – to design a structure which can achieve tax efficiency from US tax perspective • Advising a US listed multinational corporation on the tax aspects of efficiently restructuring their PRC processing operations • Advising and representing a US listed multinational software corporation on transfer pricing matters/audits involving subsidiaries in PRC; successful resolution via negotiation with tax authority • Advising and developing tax solution for a US person’s business in Hong Kong and PRC, achieving tax efficiency and full tax compliance with US tax reporting obligations • Representing and assisting US citizens located in Hong Kong and PRC on FATCA and FBAR problems with successful resolutions • Representing and assisting US citizens on successful utilization of IRS OVD and Streamlined Filing Compliance Procedures • Developing trust and estate planning structures for families with US connections, addressing various US tax issues • Assisting in the application of Hong Kong stamp duty relief in corporate restructuring • Providing Hong Kong tax advice on proposed business activities to be carried out by a trust company in Hong Kong • Providing Hong Kong tax advice on the deal structure of a USD600 million offshore property deal in Korea • Reviewing the private placement memorandum, subscription agreement and exempted limited partnership agreement of a Cayman Islands Fund and provided Hong Kong profits tax advice • Advising a PRC charitable organization on the Hong Kong legal issues on fundraising in Hong Kong for charitable activities in China or other parts of the world
44 Zhong Lun Law Firm Annual Report 2014
Securitization & Financial Products
• Advising MWREF on its commercial mortgage-backed securities • Advising Tianjin Innovative Finance Investment Co., Ltd. on its issuance of 2013 private placement notes (Phase 1) • Advising Guangdong Holdings Limited on its establishment of a finance company • Advising Ping An Trust Co., Ltd. on a debt transfer transaction • Advising China Aircraft Leasing Group Holdings Limited on a sub-loan provided by China Construction Bank China for an aircraft bearing MSN6323 leasing to China Eastern Airlines • Advising Guangdong Holdings Limited on its issuance of mid-term notes and short-term financing bonds • Advising the Banking Department of the Guangdong Branch of the Industrial and Commercial Bank of China on its provision of a loan for the acquisition of equity in Huamei International Investment Group by Guangzhou Nanchi Group Co., Ltd. • Advising China First Metallurgical Group Co., Ltd. on its securitization project • Advising the Bank of Luoyang Co., Ltd. on its issuance of writedowns type of secondary capital bonds • Advising China United SME Guarantee Corporation on the elevation of its general manager’s approval power • Advising Comsys (Tianjin) Leasing Co., Ltd. on the leasing and financing novation deal of five airplanes delivered in 2014 • Advising Minsheng Financial Leasing Co., Ltd. on its establishment of a finance lease subsidiary • Advising China Aircraft Leasing Group Holdings Limited on financing for two new A320 airplanes of Chengdu Airlines • Advising the Hong Kong Branch of Bank of Tokyo-Mitsubishi UFJ Ltd. on its bill of exchange consulting project • Advising Bank of Nanchang Co., Ltd. on its issuance of 2014 secondary capital bonds • Advising ZRiver Capital on its asset transaction • China Investment Kexin Electronic Commerce Co., Ltd. on its record filing with the fund sales payment and settlement agency • Advising Chongqing Yinhai Financial Leasing Co., Ltd. on its mid-term notes • Advising China Fortune International Trust Co., Ltd. on its Xinpu No.20 Collective Trust Plan • Advising the Banking Department of the Industrial and Commercial Bank of China on its founding of an asset management plan to provide financing for Guangzhou Xinchuangjian Investment Co., Ltd. • Advising ICBC Financial Leasing Co., Ltd. on its fund project • Advising Shandong Honghe Mining Group Co., Ltd. on its issuance of 2014 short-term financing bonds • Advising CSSC Financial Leasing (Shanghai) Co., Ltd. on the direct finance lease of the equipment of Shandong Textile Mill • Conducting due diligence investigation on Southernpec’s debt restructuring for the Banking Department of the Guangdong Branch of the Industrial and Commercial Bank of China Limited • Advising Fubon Securities Co., Ltd. on its acquisition of a securities company in mainland China • Advising Shenzhen Maoye Trade Building Co., Ltd. on its issuance of 2014 short-term financing bonds • Advising Penghua Asset Management (Shenzhen) Co., Ltd. on its issuance of an asset management plan investment fund • Advising Tianjin Economic-technological Development Area State-owned Asset Management Co., Ltd. on its issuance of 2014 mid-term notes • Advising a Samoa affiliate of Chongqing Polaris Financial Service Co., Ltd. on its bond issuance • Advising GF Securities Asset Management (Guangdong) Co., Ltd. on its innovative credit asset securitization project
45 Zhong Lun Law Firm Annual Report 2014
Securitization & Financial Products
• Advising Zoucheng Urban Assets Management Co., Ltd. on its non-public issuance of corporate bonds • Advising Guangzhou International Group Co., Ltd. and the Guangzhou Branch of China Merchants Bank Co., Ltd. on their issuance of 2014 mid-term notes • Advising Guangzhou Vanlead Group Co., Ltd. on its issuance of mid-term notes • Advising Dujiangyan New Town Construction and Investment Co., Ltd. on its issuance of 2014 corporate bonds • Advising Sichuan Tie Qi Li Shi Industrial Co., Ltd. on its proposed issuance of short-term financing bonds on the interbank bond market • Advising Nature Home (China) Co., Ltd. on its issuance of 2014 SME private placement bonds • Advising Yongzhou Auspicious Biotechnology Co., Ltd. on its NEEQ listing • Advising Guangdong Henghe Fund Management Co., Ltd. on financing for its project in Shenyang city • Advising Standard Chartered Bank on the overseas issuance of bonds by China International Capital Corporation Limited • Advising the Industrial and Commercial Bank of China on its cross-border guarantee • Advising Ping An Trust Co., Ltd. on an asset management plan (Chongqing Jinke) • Advising E Fund Management Co., Ltd. on fundraising for its Cash Income Money Market Fund • Advising China Development Bank on its 2014 Kaiyuan Railway-Targeted Credit Asset Securitization Projects (2014-1, 2014-2, 2014-8 & 2014-9) • Advising China Development Bank on its 2014 Kaiyuan Credit Asset Securitization Projects (2014-3 & 2014-7) • Advising Industrial and Commercial Bank of China on its 2014-1 Gongyuan Credit Asset Securitization Project • Advising Bank of China on its 2014-1 Zhongyin Credit Asset Securitization Project • Advising Bank of Communications on its 2014 Jiaoyin Credit Asset Securitization Projects (2014-1 & 2014-2, as legal advisor of the trustee in 2014-2 Project) • Advising Ping An Bank on its “Ping An No.1” Petty Consumer Loan Securitization Project, which was issued in Shanghai Stock Exchange • Advising Industrial Bank on its 2014-2 Xingyuan Green Finance Credit Asset Securitization Project • Advising China Merchants Bank on its 2014 Credit Asset Securitization Projects (2014-1, 2014-2 & 2014-3) • Advising the Export-Import Bank of China on its 2014-1 Jinyuan Credit Asset Securitization Project • Advising Postal Savings Bank of China on its 2014-1 Youyuan Residential Mortgage Backed Securitization Project • Advising Shanghai Pudong Development Bank on its 2014 Pufa Credit Asset Securitization Projects (2014-1, 2014-2 & 2014-3). • Advising Bank of Beijing and CITIC Securities Co., Ltd. on 2014-2 Jingyuan Credit Asset Securitization Project (as legal advisor of the Securities Company) • Advising Bank of Jiangsu on its 2014-1 Suyuan Credit Asset Securitization Project • Advising Bank of Hebei on its 2014-1 Jiyuan Credit Asset Securitization Project • Advising Bank of Nanjing on its 2014-1 Xinning Credit Asset Securitization Project • Advising China Bohai Bank on its 2014-1 Boyin Credit Asset Securitization Project
46 Zhong Lun Law Firm Annual Report 2014
• Advising Huishang Bank on its 2014-1 Huihang Credit Asset Securitization Project • Advising Huarong Xiangjiang Bank on its 2014-1 Xiangyuan Credit Asset Securitization Project • Advising Jiangnan Rural Commercial Bank on its 2014-1 Jiangnan Credit Asset Securitization Project • Advising Jilin Jiutai Rural Commercial Bank on its 2014-1 Jiuyin Credit Asset Securitization Project • Advising Ford Automotive Finance (China) Ltd. on its 2014-1 Fuyuan Auto Loan Securitization Project • Advising Toyota Motor Finance (China) Co., Ltd. on its 2014-1 Fengyuan Auto Loan Securitization Project • Advising GMAC-SAIC Automotive Finance Co., Ltd. on its 2014-1 Tongyuan Auto Loan Securitization Project • Advising GAC-Sofinco Auto Finance Co., Ltd. on its 2014-1 Guangqihuitong Auto Loan Securitization Project • Advising Bank of Communications Financial Leasing Co., Ltd. on its 2014-1 Jiaorong Leasing Asset Securitization Project (as legal advisor of the trustee) • Advising International Far Eastern Leasing Co., Ltd. on its“ Far Eastern Leasing No.3” Asset Securitization Project • Advising China Orient Asset Management Corporation on its 2014-1 Dongyuan Credit Asset Securitization Project • Advising China Great Wall Asset Management Corporation on its 2014-1 Changyuan Credit Asset Securitization Project • Advising Guangzhou Metro Corporation on its issuance of corporate bonds • Advising Guangzhou Metro Corporation on its issuance of 2014 short-term financing bonds • Advising Guangzhou Metro Corporation on its issuance of 2014 super short-term financing bonds • Advising Guangzhou Metro Corporation on its issuance of 2014 mid-term notes • Advising Guangdong Yudean Group Co., Ltd. on its issuance of 2014 corporate bonds • Advising Guangdong Yudean Group Co., Ltd. on its issuance of 2014 super short-term financing bonds • Advising Guangdong Yudean Group Co., Ltd. on its issuance of 2014 mid-term notes • Advising Guangdong Yudean Shipping Co., Ltd. on its issuance of 2014 short-term financing bonds • Advising Gaoyao State-owned Asset Management Co., Ltd. on its issuance of corporate bonds • Advising Zhaoqing Water Group Ltd. on its issuance of mid-term notes • Advising Guangdong Xingfa Aluminium Co., Ltd. on its issuance of short-term financing bonds • Advising Bohai Securities Co., Ltd. on its application for fund management qualification • Advising Rural Credit Cooperative of Shandong Co., Ltd.on its credit asset securitization trust (asset-backed securities) project • Advising Longwan Rural Commercial Bank of Zhejiang on its credit asset securitization (asset- backed securities) project
47 Zhong Lun Law Firm Annual Report 2014
Bankruptcy & Reorganization
• Acting as reorganization administrator for STX (Dalian) Shipbuilding Co., Ltd., STX (Dalian) Heavy Industries Co., Ltd., STX (Dalian) Marine Engineering Co., Ltd., STX (Dalian) Engine Co., Ltd., STX (Dalian) Heavy Equipment Co., Ltd. and STX (Dalian) Metal Co., Ltd. • Advising Bank of China (Hong Kong) Limited on liquidation and deregistration of a Shenzhen- based subsidiary wholly owned by the company • Acting as legal counsel for Henan Aobo Paper Co., Ltd. in its reorganization • Acting as reorganization administrator for Shenzhen Sunbow Co., Ltd. • Acting as reorganization administrator for Shenzhen Sunbow Environment Co., Ltd. • Acting as reorganization administrator for Shenzhen Sunbow Investment Development Co., Ltd. • Acting as liquidation legal counsel for Shenzhen Aolun Electronics Co., Ltd. • Representing Hemlock Semiconductor Pte. Ltd., a subsidiary of Dow Corning Corporation, in the reorganization of Wuxi Suntech Power Co., Ltd. • Advising on the reorganization of Yichang Three Gorges Quantong Coated and Galvanized Plate Co., Ltd. • Acting as liquidation legal counsel for Hantang Securities Co., Ltd. • Acting as bankruptcy administrator for Proview Technology (Shenzhen) Co., Ltd. and conducting the first round of its property distribution • Assisting Shenzhen China Bicycle Company (Holdings) Limited in successfully completing its reorganization and avoiding delisting • Acting as legal counsel in the reorganization of Shenzhen Wanji Pharmaceutical Co., Ltd., the reorganization plan of which has been successfully completed • Acting as legal counsel in the reorganization of Shenzhen Shuizhi Industrial Development Co., Ltd., the reorganization plan of which has been successfully completed • Acting as liquidation legal counsel for Shenzhen Mickeyle Industry Co., Ltd. • Acting as liquidation legal counsel for GE Energy Power Conversion (Yantai) Co., Ltd. • Acting as liquidation legal counsel for Guangdong Nan Yue Logistics Co., Ltd. • Providing liquidation advice for Marubeni-Tianjin Benny Trading Co., Ltd. • Advising Hubei Fuhan Timber (Group) Development Co., Ltd. on its application for dissolution of a joint venture • Advising Guangzhou Zhicheng Transportation Planning Consulting Centre on the liquidation of Guangzhou Zhixin Transportation Consultant Co., Ltd. • Serving as legal counsel for the liquidation group of Wuhan Keji Trust Investment Co., Ltd. on the liquidation of the company • Advising a UK company on the transfer of its subsidiary or the liquidation and deregistration of its Chinese subsidiary • Advising Hunan Qiupake Chuanghong Investment Partnership (LLP) on founding, liquidation and dissolution of investment fund partnership (LLP) • Advising on the liquidation and deregistration of Lekyuen • Acting as legal counsel for Rex International Forwarding Co., Ltd. in its liquidation
48 Zhong Lun Law Firm Annual Report 2014
Regulatory Compliance/Anti-bribery
• Advising Tunghsu Group on the establishment of Tibet Financial Leasing Co., Ltd. and the formation of the company’s compliance system • Advising Sanofi Pasteur on the compliance review of its vertical agreement • Advising a multinational pharmaceutical company on anti-bribery and distribution compliance training • Providing Southern Capital Management Co., Ltd. with an legal opinion on the legality and compliance of interbank investment • Serving as legal counsel for Microsoft (China) Co., Ltd. • Advising a securities company on the compliance review of its business operations • Providing compliance service for a world famous enterprise • Conducting compliance review and providing legal opinions for an investment company regarding its series of non-standard financing projects • Advising a communication enterprise on commercial bribery crime • Providing compliance advice to a world top three US listed company regarding its business mode • Providing export-related compliance advice to the largest livestock company in Australia • Advising an old-brand European tire company on a compliance investigation conducted on it during its operations in China • Serving as compliance legal counsel for a number of US listed companies, such as an internet company and a precision instrument manufacturer • Advising an international liquor distributor on anti-commercial bribery compliance
49 Zhong Lun Law Firm Annual Report 2014
Hospitality
• Advising Beijing Yindu Xingye Real Estate Development Co., Ltd. on its acquisition of the property right hotel of Guosheng Centre • Advising on the property leasing by Hantai Real Estate Development (Chengdu) Co., Ltd. from Jiali Inn • Advising Starwood-CME Hong Kong Holdings Limited on its hotel investment • Advising Luoyang Baiyunshan Culture & Tourism Development Co., Ltd. on its proposed investment in and construction of the Baiyunshan scenic spot • Providing hospitality advice to Accor on its hotel projects in Sanya, Guangzhou, Chengdu, Nanchang, Qingdao, Fuzhou, Huizhou and other cities in China • Acting as legal counsel for Artyzen Hospitality Group and advising it on its hotel projects • Acting as legal counsel for Carlson Hotels Asia Pacific Pty Ltd • Acting as legal counsel for Destination Spa Management Ltd • Advising Beijing Enterprises Holdings Real Estate Co., Ltd. on its APEC meeting hotel and conference centre complex located in Yanqi Lake, Beijing • Advising on an overseas hotel project of Sunshine Insurance Group Inc. • Advising on a real estate complex project of Minmetals Real Estate Co., Ltd. • Advising on a hotel project of BBG Real Estate Development Co., Ltd. • Advising Chuanqi Tourism Investment Co., Ltd. on its Beijing Badaling Conference Centre and Cuanshan Academy project • Advising Tianjin Modern City Development Co., Ltd. on its luxury hotel branded residence project in Tianjin • Advising Hainan Xinao Liyang Industry Co., Ltd. on its hotel project in Sanya • Advising on a hotel complex project of Liaoning Tanggou International Hot Spring Tourism Co., Ltd. • Representing a world famous hotel group in an arbitration case involving an international brand hotel in Qingdao • Representing the owners of an international brand hotel in Suzhou city in a dispute over the hotel • Acting as legal counsel for Emeishan Travel Co., Ltd.
50 Zhong Lun Law Firm Annual Report 2014
Technology, Media, Telecoms and Entertainment
• Acting as PRC legal counsel for Jingdong Group (stock code: JD), the largest private e-commerce company in China, in its NASDAQ listing, by which JD raised over USD2.04 billion, plus the over USD1.32 billion raised from Tencent Holdings Limited by private placement, making the listing the largest IPO of any China concept stock in the US capital market • Representing Tencent to win an administrative lawsuit which invalidated a patent claimed to be infringed upon by the“ People Nearby” feature of WeChat • Acting as legal counsel for Shanda Interactive Entertainment Limited in its sale of the entire equities in Hangzhou Bianfeng Network Technology Co., Ltd. and Shanghai Holdfast Online Information Technology Co., Ltd. to Zhejiang Daily Media Group Co., Ltd. (stock code: 600633.SH) • Advising China Film Co., Ltd. and its affiliates on matters concerning their trademarks registered in China • Advising Xunlei Limited (stock code: XNET) on its NASDAQ listing • Advising Xunlei Limited on its E round of USD310 million financing • Advising Phoenix FM on it’s A round financing • Advising Cloud Live Technology Group Co., Ltd. on its acquisition of Jiangsu Hengtong Information Technology Co., Ltd. • Advising on the IPO of Shenzhen BitLand Information Technology Co., Ltd. • Serving as legal counsel for Leshi Internet Information & Technology Corp., Beijing • Serving as legal counsel for Shenzhen Tencent Computer Systems Co., Ltd. • Advising Sequoia Capital China and Tencent on their investment in Beequick.cn • Advising Shenzhen Thunder Networking Technologies, Ltd. on matters regarding M&A and restructuring • Serving as legal counsel for Shenzhen Thunder Networking Technologies, Ltd. • Representing Amazon China in three online shopping disputes with consumers • Representing the Chengdu Branch of China Telecom in the retrial of its service contract dispute with Chengdu Queren Advertising Media Co., Ltd. • Advising Sino United Publishing (Holdings) Limited. on its capital investment in Beiyang Publishing and Media Corporation Limited • Advising Chongqing Wuzhou Culture & Media Group Co., Ltd. on its investment in Beijing Wuzhou Shidai Tianhua Culture & Media Co., Ltd. • Advising Chongqing Wuzhou Culture & Media Group Co., Ltd. on its IPO in China • Advising Beijing CNR United Media Investment Co., Ltd. on its HKEx listing • Serving as legal counsel for Chinese Universe Publishing and Media Co., Ltd. • Advising Xinhua Winshare Publishing and Media Co., Ltd. on its A-share IPO in China • Advising Rare Media on its PE financing and NEEQ listing • Representing Guangzhou Metro Advertising Co., Ltd. in its service contract dispute with Beijing Tianjun Changyin Media Technology Co., Ltd. and Guangdong Hanggang Media Co., Ltd. • Advising on the NEEQ listing of Elephant Media • Serving as legal counsel for Inlook Vision Group • Advising Hong Kong-based Bingo Group on its business activities in Mainland China • Advising Beijing Baoyi Chuanqi International Entertainment Co., Ltd. on its investment in Mega Carnival • Advising a foreign-funded media company on a digital music deal
51 Zhong Lun Law Firm Annual Report 2014
Environmental, Energy & Natural Resources
• Advising Veolia Water Solutions & Technologies Company on crisis handling for Lanzhou 4.11 incident of excessive benzene found in local tap water • Acting as PRC legal counsel for Italian strategic investment fund FSI and Ansaldo Energia Group on their EUR400 million strategic cooperation with Shanghai Electric Group, a landmark deal in the world’s energy equipment manufacturing industry • Serving as legal counsel for China Environmental Protection Foundation • Serving as legal counsel for Guangzhou Metro Environment Engineering Co., Ltd. and Guangzhou Metro Property Management Co., Ltd. • Advising Sichuan Zhongming Environmental Protection Group on its environmental governance project • Advising SDIC Innovation Investment Management (Beijing) Co., Ltd. on its proposed cooperation with potential investors in establishing SDIC Water Environment (Beijing) Fund • Advising on the joint establishment of SDIC New Energy Co., Ltd. by SDIC Xieli Development Equity Investment Fund Partnership (LLP) and SDIC Power Holdings Co., Ltd., with the RMB2.82 billion registered capital of the new established company being contributed with RMB990 million in cash and RMB1.83 billion in equity interests from the two investors respectively • Advising Guangzhou Haisen Environment Energy Saving Technology Engineering Co., Ltd. on its NEEQ listing • Advising China Datang Corporation Renewable Power Co., Ltd. on its issuance of RMB2 billion 2014 perpetual mid-term notes • Advising Tunghsu Group Co., Ltd. on its new energy industry integration • Advising Beijing Guoli Energy Investment Co., Ltd. on its restructuring • Serving as legal counsel for Shanghai Liger Energy Technology Co., Ltd. • Serving as legal counsel for Beijing Teamsun Energy Investment Development Co., Ltd. • Advising Zhanjiang XinLong New Energy Co., Ltd. on its M&A and restructuring • Advising Qingdao Yunlu New Energy Technology Co., Ltd. on its A-share IPO • Advising Jiangxi Forster New Energy Co., Ltd. on its ChiNext listing • Serving as legal counsel for Beijing Century Zubom Energy Technology Co., Ltd. • Advising Sichuan DKT Energy Technology Co., Ltd. on its IPO and listing in China • Advising Shanxi Liansheng Energy Co., Ltd. and its affiliates on their restructuring • Advising CGN Power Group on its acquisition of Shouyang Shiji Huazhong New Energy Co., Ltd. • Advising Qiming Venture Partners on its investment in Beijing Hangtian Changcheng Energy Saving & Environmental Protection Technology Co., Ltd. • Serving as legal counsel for the Institute of New Energy, Shenzhen • Advising CGN Energy Service Co., Ltd. on its cold and thermal energy station BT project of Shandong Weishan Recreation and Sports Centre • Advising China Environmental Energy Investment Limited on its issuance of dividend warrants • Advising LandOcean Energy Services Co., Ltd. on its conclusion of an oilfield services contract with Range Resources Limited from Australia • Advising a famous foreign bank on a project finance deal in respect of a CBM project of China United Coalbed Methane Corporation Ltd. • Acting as legal counsel for China Fulin Wind Power Engineering Co., Ltd., a member of China Guodian Group
52 Zhong Lun Law Firm Annual Report 2014
Shipping
• Serving as legal counsel for Schiffahrts-Gesellschaft • Advising CSSC (Hong Kong) Shipping Company Limited on the financial leasing for Fuzhou Haitong 3x49000dwt bulk carrier • Advising China Maritime Service Centre on its ship mortgage financing • Serving as legal counsel for Guangdong Yudean Shipping Co., Ltd. • Serving as legal counsel for Guangdong Yudean Ship Management Co., Ltd. • Serving as legal counsel for Guangdong Shipping Co., Ltd. • Providing a full range of legal services for Guangdong Shipping Co., Ltd. regarding its newly built bulk carrier • Serving as legal counsel for Yangzijiang Shipbuilding Group Ltd. • Representing Shanghai Zhenhua Heavy Industries Qidong Offshore Engineering Co., Ltd. in a lawsuit involving its shipbuilding dispute with Nantong Kanghai Machinery Co., Ltd. • Representing Wartsila-Mindong Congmao Shipping Industry Co., Ltd. in maritime lawsuit • Representing Globe Express Services (Shanghai) Co., Ltd. in a dispute over release of goods without a bill of lading • Representing Wartsila-Rongcheng Xixialkou Shipyard Co., Ltd. a maritime lawsuit • Serving as legal counsel for the Shanghai Branch of China Shipping Cargo Services Co., Ltd. • Representing JHJ International Transportation Co., Ltd. in a freight charge dispute • Representing China Shipping Logistics Co., Ltd. in a freight charge dispute • Representing Japan-based NYK in a dispute over non-taking delivery of goods at the port of destination • Representing Shanghai Estate Guaranty Co., Ltd. in a dispute over a mortgage financing with the“ ZHE PU YU LENG No.68222” ship • Representing BEL International Freight Forwarding (China) Co., Ltd. in a freight forwarding contract dispute • Representing CSSC Financial Leasing (Tianjin) Co., Ltd. in a dispute over a financing for “QIDONG SHUNFENG” squid fishing boat • Representing the owner of the “ZHE SHENG No.97506” ship in a dispute over the ship’s collision with the“ TAI LIAN HAI No.18” ship • Representing Yang Ming Marine Transport Corporation in a dispute over damage of cargo carried on the“ YM Ubility” ship • Representing Jiangsu Ocean Shipping Company in a dispute over damage of cargo carried on the“ JI FA” ship • Representing Orient Overseas Container Line Limited in a container damage dispute • Representing the owner of the“ Puget Sound” ship in a dispute over shortage in weight of timber • Representing the owner of the“ Great Resource” ship in a dispute over shortage in weight of timber • Representing the Shanghai Branch of Ping An Property & Casualty Insurance Company of China, Ltd. in a claim over damage to cargo carried on the“ Emerald Sambu” ship • Serving as legal counsel for Shanghai Union Ocean International Logistics Co., Ltd. • Representing Tokio Marine & Nichido Fire Insurance Co., Ltd. in a dispute over damage to cargo carried on the“ Celina” ship • Representing U-Freight (China) Holdings Limited in a dispute over damage to cargo carried on the“ Blue Star” ship • Representing the owner of the“ Bao Wang” ship in a dispute over the injury to a docker • Representing Emirates Shipping Line DMCEST in a dispute over release of goods without a bill of lading
53 Zhong Lun Law Firm Annual Report 2014
Shipping
• Representing Hubei Huiwei Sci & Tech Co., Ltd. in a dispute over release of goods without a bill of lading • Representing Taicang International Container Terminal Co., Ltd. in a port operation dispute • Representing the owner of the“ Jin Hai Hu” ship in a cargo damage dispute • Representing the owner of “Zhe Jiao Ji No.1156” ship in a three-ship collision dispute involving the“ Zhe Jiao Ji No.1156” ship,“ Xing Long Zhou 578” ship and“ Xing Hang Hai 168” ship, and in a limitation fund for maritime claims liability lawsuit • Serving as legal counsel for Shanghai Zhenhua Heavy Industry Qidong Ocean Engineering Co., Ltd.
54 Zhong Lun Law Firm 2014 Annual Report
Zhong Lun 2014 ANNUAL REPORT
Beijing Office Wuhan Office Hong Kong Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, 17/F, New World International Trade Tower, 568 Jianshe 409 Jardine House, 1 Connaught Place, Central Chaoyang District, Beijing 100022, P.R.China Road, Jianghan District, Wuhan 430022, P.R.China Hong Kong Tel : 86-10-5957 2288 Tel : 86-27-8555 7988 Tel : 852-2877 3088 Fax : 86-10-6568 1022/1838 Fax : 86-27-8555 7588 Fax : 852-2525 1099
Shanghai Office Chengdu Office Tokyo Office 10-11/F, Two IFC, 8 Century Avenue, Pudong New 6/F, East Building, La Defense, 1480 North Tianfu 6/F, Kioicho Building, 3-12 Kioicho, Chiyoda-ku Area, Shanghai 200120, P.R.China Avenue, High-tech Zone, Chengdu 610042, P.R.China Tokyo 102-0094, Japan Tel : 86-21-6061 3666 Tel : 86-28-6208 8000 Tel : 81-3-3288 8791 Fax : 86-21-6061 3555 Fax : 86-28-6208 8111 Fax : 81-3-3288 8795
Shenzhen Office Chongqing Office London Office 9-10/F, Tower A, Rongchao Centre, 6003 Yitian 5-1 A, Tower D, PICC Life Insurance Tower, 3 Financial 10-11 Austin Friars Road, Futian District, Shenzhen 518026, P.R.China Street, Jiangbei District, Chongqing 400023, P.R.China London EC2N 2HG Tel : 86-755-3325 6666 Tel : 86-23-8879 8388 U.K. Fax : 86-755-3320 6888/6889 Fax : 86-23-8879 8300 Tel : 44-20-7382 1567 Fax : 44-20-7382 1568
Guangzhou Office Qingdao Office New York Office 23/F, R&F Center, 10 Huaxia Road, Tianhe District 27/F, Tower A, Ocean Plaza, 61 Hong Kong Middle Road, 340 Madison Avenue, 19th Floor Guangzhou 510623, P.R.China Shinan District, Qingdao 266071, P.R.China New York, New York 10173 Tel : 86-20-2826 1688 Tel : 86-532-5572 8677/8678 U.S.A Fax : 86-20-2826 1666 Fax : 86-532-8667 7666 Tel : 1-212-220 9399 Fax : 1-212-202 3758
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