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AREAS OF PRACTICES

 

PROFESSIONAL SERVICES FOR LISTED COMPANIES
REAL ESTATE DEVELOPMENT & CONSTRUCTION
OFFSHORE COMPANY SECRETARY SERVICES
SECURITIES & CAPITAL MARKET
CORPORATE & COMMERCIAL
VENTURE CAPITAL & FUNDS
MERGER & ACQUISITION
FOREIGN INVESTMENTS
DISPUTE SETTLEMENT
BANKING & FINANCE

 

 

 

 

 

 

CORPORATE & COMMERCIAL

Areas of expertise include:
Processing service for Corporate reorganization and establishment and registration;
Designing Corporate governance structure;
Designing and implementing framework of stock options and stock option schemes;
Merger, dissolution, acquisition and reorganization;
Stock transfer, presentation, inheritance and pledge;
Winding-up, liquidation, bankruptcy, and debt compulsory enforcement;
Financing arrangements and workout;
Chain-stores, franchises, BOT financing construction projects;
Structuring commercial arrangements, negotiation and documentation;
Advising on tax programs, employment, foreign exchange, intellectual property and law suitability.
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SECURITIES & CAPITAL MARKET

JC Master was one of the first law firms authorized by the Chinese Securities Regulatory Authority to practice Securities Laws. Securities & Capital Market has become a key practice area for our firm. We have acted for issuers and underwriters in a significant number of initial public offerings on domestic and overseas stock exchanges. We have also advised clients on restructuring State-owned enterprises, reorganization of private companies, private placements and other securities-related transactions.

Areas of expertise include:
Designing reorganization and restructure programs;
Due diligence process;
Legal documentation including Reorganization Agreement, Promoters' Agreement, related Transaction Agreement, Articles of Association, and others;
Governance structure establishment and upgrade assistance;
Listing on A-share stock market (including IPO and refinance);
Listing on domestically listed foreign capital stocks (B-share);
Listing overseas (including Hong Kong, London, Singapore, NASDAQ America);
Assets restructure for the listed companies;
Issuance and listing of Convertible Debts;
Corporate Debts Issuance, transfer and acceptance;
Short-term Financing Bill issuance;
Dispute settlement related to securities transaction;
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PROFESSIONAL SERVICES FOR LISTED COMPANIES

JC Master serving legal counsel for many listed companies has substantial experiences in providing services to listed companies.

Areas of expertise include:
Shareholders' Meeting, Board of Directors and Board of Supervisors' proposal, resolutions and announcements drafting;
Legal opinions for listed company convening Shareholders' Meeting
Internal control program drafting and consultation;
Quarterly report, Semi-annual report and Annual report drafting;
Announcement;
Advisory on laws and regulations updateds.
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FOREIGN INVESTMENTS

FDI (Foreign Direct Investment) is one of our core businesses. We have extensive experiences representing clients both in China and overseas on FDI matters and related affairs.

Areas of expertise include:
Proposing investment location selection, and advisory on land value, tax policies, employee salaries, etc; Investment framework structuring and legal due diligence;
Assisting investors in negotiating with government where the proposed investment locates for relevant preference;
Application letter and feasibility research report drafting;
Incorporation documentation (including joint venture contract and articles of association), technology permit agreement, etc;
Advising on approval and registration, and assisting related legal procedures and processes
Reviewing and advise on corporate operation compliance;
Reorganization, dissolution and liquidation.
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MERGER & ACQUISITION

M&A also is a the core business for us. We represent Sino-foreign investors in financial industry, manufacture industry, real estate industry, hi-technology industry, infrastructure industry, electronic industry, medicine industry, service industry, etc.

Areas of expertise include:
Transaction framework development;
Legal due diligence;
Drafting assets or shareholding acquisition (transfer) agreement, separation agreement, merger agreement and other transaction documents, participation in negotiation;
Advising approval & permit, reporting, registration and exempt, and assist in legal procedures and processes.
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OFFSHORE COMPANY SECRETARY SERVICES

Areas of expertise include:
Overseas company approval and registration procedures services;
Registration documents custody services;
Recertification and changes in certification;
Arranging procedures for shareholders’ meetings and board of directors' meetings and preparing documentation;
Annual review assistance.
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BANKING & FINANCE

Areas of expertise include:
Loan legal services including loan arrangement, export loan, regular trading loan, guarantee trading design, negotiation and relevant legal documents preparation;
International financing projects including ships, aircrafts and others assets financing, banking group loans, cross-border loans or financing activities, and assisting foreign exchange registration;
Assets-backed securitization;
Financing lease;
Debt reorganization and bad-assets disposal;
Financial futures, option and other derivatives transaction;
Financial institution reorganization, merger and acquisition.
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VENTURE CAPITAL & FUNDS

JC Master services international famous funds from America, Europe, Taiwan and Hong Kong, and Chinese-fund business initial investment fund.

Areas of expertise include:
Designing legal program for investment structure and capital withdrawal;
Legal due diligence;
Participating in project negotiation, drafting relevant legal departments, and issuing legal opinions on relevant project issues;
Advising approval and registration and assisting in related legal procedures and processes;
Establishing private shareholding fund, selecting investment targets, participating and negotiating shareholding investment projects and share capital and debt right combined projects, designing exit strategies, etc;
Establishing and changing securities company and fund management company;
Establishing open-ended fund, close-ended fund and other types of funds;
QFII qualification application, QFII operation, and other cross-border asset management businesses.

 

 

REAL ESTATE DEVELOPMENT & CONSTRUCTION

Areas of expertise include:
Due diligence and advisory related to real estate development and acquisition;
Drafting and reviewing legal documents related to appropriation and transfer of land use right;
Advising project contract and tendering & biding;
Drafting and reviewing legal documents related to exploration, design, construction, and superintendence;
Drafting and reviewing legal documents related to transaction, lease, transfer and property management;
Disputed settlement related to construction and real estate matters.
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DISPUTE SETTLEMENT

Arbitration and litigation is another major business for us. We have extensive experiences representing clients on all types of disputes related to litigation and arbitration and we have the ability to comprehensively settle these disputes.

Areas of expertise include:
Preparing constructive and operative plan against any future disputes and issues;
Arranging strategies on dispute settlements;
Litigation and arbitration representation, including pre-litigation investigation, litigation conservatory measures litigation or arbitration procedures;
Defense, countercharge/counterclaim, etc;
Dispute mediation and reconciliation;
Enforcement of judgements and arbitration awards.
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