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    Chambers Yang

    Senior Partner

Summary

Chambers (Chunbao) Yang, senior partner of Dentons Shanghai Office, member of International Bar Associations. Yang has beensuccessively identified by China BusinessLaw Journal as one of China’s A-List100 Lawyers, awarded many times as FinanceMonthly’s Award on TMT Lawyer ofChina and Award on M&A Lawyer ofChina as well as the other professional awards, listed as “Recommended Lawyer” by Asia Pacific Legal 500 and Asia Law Profiles for many years; inaddition, he is Qualified Independent Director for listing company, member ofLegal Advisory Board of Shanghai State-Owned Enterprise Reform.


Legal Counsel Services

Yang started his career as an in-housecounsel in Southeast Branch of CMST Shanghai upon graduation from FudanUniversity. After becoming a licensed lawyer in 1995, he has been successivelyretained as the legal counsel of dozens of government departments, largestate-owned enterprises, foreign-invested enterprises and private high-techcompanies, such as Changxing Island Development Commission, Shanghai City WaterAuthority, Shanghai Marine Bureau, Citic Guoan, China MCC5 Group, ShanghaiPublic Performance Evaluation Association, Huai’an Chamber of Commerce inShanghai, Chinese Incubator, ShanghaiFutures Information Technology, several technology and investment companiesaffiliated to SF Express, Huaming Hi-tech Group, ReneSola, Genor Biopharma,Dehui Group, Pudong Venture Capital, Nippon Paint, Ziehm Medicals, Munich Trade Fairs, VNU Exhibition,Savills Property Services, Gardnerdenver (KKR affiliate), Thermon, F&TGroup, 2K Games, Fairton, GenRx Holdings, etc. By providing professional andefficient legal services to these clients, he has accumulated very rich andcomprehensive experience in legal counsel services.


Corporate, Investment,M&A and Private Equity/Venture Capital (PE/VC)

Yang has led large amounts of legalprojects regarding corporate, investment, M&A and PE/VC includingestablishment of varied domestic and foreign companies, limited partnerships; restructuringand M&A of varied companies; the establishment, fund manager registration,legal opinion issuance as well as the raising, investment, management and exitof various types of PE/VC funds; valuation adjustment mechanism; shareholdingreform; IPO and issuance in secondary offerings; NEEQ listing;equity transfer and pledge; corporate shareholding and corporate governancestructure design; stock option, management buyout (MBO) and employee stockownership plan (ESOP); liquidation; and shareholders dispute resolution, etc.

In addition, Yang has been frequentlyinvited to deliver speeches regarding topics such as investment and M&A atmany domestic and international conferences and symposiums, such as Shanghai Venture Capital Association, PEAssociation of Shanghai, YRD Capital Market Forum, China Food & DrinksRetail & Distribution Conference, Ports & Liners China 2002, ChinaContainers 2004, China Food and Beverage Summit 2005 & 2009, China Tax2006, 2007 New Environment For Foreign Investment In China, China Warehouses& Distribution Centers Summit 2007, Pulp & Paper Outlook 2007 &2008, SeaTrans 2007 and Pulp& PaperOutlook 2007 & 2008.  And, he hasalso provided transnational M&A training for cross-border managementtalents of Shanghai Commerce Commission.


Technology, Media andTelecommunication (TMT)

Yang is the team leader of TMT BusinessGroup in Dentons Shanghai.  He has deepunderstandings and rich experiences relating to telecommunication, network, e-commerceas well as science and technology industries. His essay Legal Issues on Domain Name and its Management has been collectedin the book Economic & Legal Developmentunder the Global Background (2002). His English essay Electronic Money and Relevant Legal and Regulatory Issues has beencollected in the book Cash to Plastic:Issues and Perspectives published by ICFAI University, India. His essay Restructuring a Scientific & UnifiedDomain Name Management System was published in professional journal Electronic Intellectual Property Right,another essay International BusinessArbitration of the Internet Age was published by China Daily, all of which have received widespread positivecomments from professional insiders. He has also been retained as expert of theDomain Name Dispute Service Center affiliated to Domain Name Doctor ConsultingCompany. In addition, he made a key-note speech Legal Rules and Regulations against Internet Unfair Competition Behaviours at 2017 Unfair Competition Enforcement Summit.


Real estate,Construction and Infrastructure

Yang is proficient in the legal servicesregarding real estate and infrastructure’s development, operation, financing,merging and construction project and has been frequently invited to attend manyexperts meetings on BOT biding of offshore wind energy farm programs organizedby Shanghai Development and Reform Committee as an legal expert, such as EastChina Sea Cross Sea Bridge Project and Changxing Island Project, etc. Besides,he has also been invited to attend experts meeting about implementation rulesand model contract for construction management of water conservancy projects.


Dispute Resolution

Yangis experienced in dispute resolution arising from above-mentioned area and oncesupported one Singapore client in succeeding in commercial arbitration beforeHKIAC. Moreover, he has seldom lost in commercial arbitrations heard by CIETAC,SHIAC and SAC up till now. In addition, Yang has represented his clients toappear in courts at all levels all around China.
Experience

Corporate, Investment, M&A and Private Equity/VentureCapital (PE/VC)

  • Provided comprehensive legal servicessuch as shareholding structure design, drafting of establishment documents to varied companies, includingShanghai Suzhou River Integrated Construction (wholly state-owned); Wuxi LifeScience & Technology Development Corp.; an IOT investment company in Wuxi; manyvaried limited companies, limited partnerships and funds, etc.;
  • Issued legal opinions for theregistration and membership of several different types of fund managersaffiliated to the Yangtze River Industry Fund, Dingfeng Asset, TongkongCapital, Xingyin Investment as well as Yibo Asset, etc.;
  • Provided legal services to Science andTechnology Innovation Guiding Fund of Putuo District, Shanghai for itsselection of several fund managers and fund establishment covering conductingdue diligence, reviewing legal documents relating to fund establishment as wellissuing legal opinions;
  • Provided comprehensive legal servicessuch as deal structure design,  agreementnegotiation as well as closing for the acquisition of real estate projects bythe establishment of real estate fund for F&T Group, Jiacheng Group as wellas the other companies;
  • Provided comprehensive legal services fordozens of investment projects of the funds affiliated to Dehui Group, PudongVenture Capital, etc. covering conducting due diligence, drafting legaldocuments such as capital increase agreement, dealing with investment disputesas well as arranging exit of the funds;
  • Handled disputes over valuationadjustment mechanism of a PE company (one of the earliest VAM cases in China);
  • Provided legal opinions on the stockallotment of New World (SH600628);
  • Provided comprehensive legal servicescovering joint venture negotiation, documentation drafting, approval proceduresprocessing for dozens of joint venture projects, such as Nippon Paint andseveral foreign companies such as B&K respectively; Shanghai Pharma Groupand several foreign companies such as Italian Solgma Group respectively; VNUExhibition and several foreign companies such as Messe Stuttgart respectively;F&T Group and several domestic companies respectively, etc.;
  • Provided comprehensive legal services forthe joint venture project between Xi'an Aircraft International Corp and AustriaFACC Group as well as the provision of parts production and assembly toShanghai Large Aircraft Project by the two parties, covering negotiation,agreement drafting, etc.;
  • Provided legal services such asconducting due diligence; drafting and negotiating of M&A agreement;dealing with closing and approval procedures to dozens M&A projects,including the acquisition of a famous electric-motor producer in Jiangsu bySiemens and setting up a joint venture; the acquisition of a famous Shanghaiessence producer by Kerry Group (U.S.A); the acquisition of a foreign-ownednew-type coating company in Shanghai by French Parex Group, the sales of twoenvironmental enterprises by a Hefei family to an US listed company, theacquisition of Gansu Orient Titanium by Nippon, the acquisition of a famousShandong paper producer by a Netherland company;the acquisition of Singapore Aquarama by VNU Exhibition; theacquisition of two new material companies and reorganization by Dehui Group;the capital increase and acquisition of a foreign-owned company by a listedcompany; the overall merger and acquisition of an NEEQ company; the acquisitionof foreign invested Shanghai Xinda and Suzhou Xinhai (building materialsproducers) by domestic funds; the merger and venture investment of DealeasyElectronic; the acquisition and capital increment of Haoya Investment; andtransfer projects of more than ten state-owned, private and foreign-investedreal estate companies;
  • Designed and demonstrated restructuringplan; drafted documents; communicated with the government for many investmentstructure adjustment cases, including: Rexam Group (U.K.), Nippon Paint, Polindo(Indonesia), and Hisaka (Singapore).
  • Provided legal services such as legalenvironmental investigation, investment plan design as well as negotiation forthe project of a private group to acquire 40,000 acres’ farm in Tanzania;
  • Provided legal services such asinvestment plan design, negotiation as well as acquisition documents draft fora company to acquire large-scale energy project in Zimbabwe through offshorestructure;
  • Designed different kinds of equityincentive schemes as well as drafted equity grant agreements for Wahaha Fulihui,Bordrin, Richecloud, etc.
  • The special liquidation of a Sino-Foreigncooperation hotel – Shanghai Haijing Hotel (first special liquidation case of aforeign invested company in Shanghai); the compulsory liquidation of a jointventure in Wuxi (first compulsory liquidation case in Wuxi) and some difficultliquidation projects, such as Shanghai Shida, Jiaxing Shangyu.


Technology, Media andTelecommunication (TMT)

  • Provided comprehensive legal services aslegal counsel of 2K Games, Wahaha Fulihui, Vzoom and many other websites;
  • Provided all-round legal services for thenew transaction system development and integration, service outsourcing,equipment purchasing and server room construction of Shanghai Futures Exchangeand China Financial Futures Exchange;
  • Provided overall legal services for theestablishment of Wahaha Fulihui Online shopping mall including but not limitedto the negotiation on the cooperation scheme and agreement of project company,the draft of financing agreement, the design of equity incentive scheme as wellas the draft of complete set of legal documents, the legitimacy analysis, riskreminder and legal advice on varied business modes and types, the draft ofvaried legal documents including various kinds of subsidy business cooperativeagreement, business cooperative agreement as well as user agreement, etc.
  • Provided overall legal support for U1baby,a subsidiary of KJT.com (002640.SZ), for its providing such services of e-storeplatform construction/operation/maintenance, e-commerce marketing andpromotion, transnational e-commerce as well as supply chain to the flagshipstores of such brands as Dumex, Arla, Danone, Nestle, Pfizer on the e-commerceplatforms including Taobao.com, T-mall, JD.com, sunningshop.com, Dangdang.com,etc.;
  • Provided overall legal support fordrafting or reviewing various business contracts, and issuing legal opinions ondata protection, point system, and third-party payment for the fresh foode-commerce platform and mobile phone courier-repair platform which areaffiliated to a famous listed logistics company;
  • Provided special legal services fornetwork compliance and data security for many foreign-invested companies andcross-border operating companies;
  • Provided legal services including but notlimited to legal consultation and issuance of legal opinion for ShanghaiFutures Information Technology on such issues as business license andaccumulated-points system of its SimNow Finance Simulations TransactionPlatform;
  • Provide overall legal services for theestablishment of e-commerce website, the establishment of luxury flagship storeon relevant e-commerce platform as well as online community, or theconstruction of network platform ports for many clients such as Savills andFairton;
  • Provided legal services including but notlimited to contract review for the APP development, operation as well asservice of Lixia Information Technology , and such APP includes network outputdevice, etc.;
  • Provided special legal services for thecooperative development, commissioned development and game operations forseveral games such as NBA2K Online of 2K Games (Take Two’s subsidiary);
  • Issued legal opinion for the issues inrelation to the investment and operation in China of Spil Games;
  • Provided special legal services such as dealstructure design and transaction documents review for the introduction ofstrategic investors by an animation company;
  • Served as the legal counsel of HuamingHigh Technology Company affiliated to East China University of Science andTechnology, and provided comprehensive legal services for technology transferand technology investment, etc.;
  • Provided comprehensive legal services forthe series patent licensing and technology introduction of SPH, the jointventure and technology introduction of Solmag, series cooperative technologicaldevelopments and commissioned technological developments for SHFE and CFFE,etc.;
  • Provided comprehensive legal services forthe establishment of Wuxi Life Science Park as well as the investment promotionthereof, and served as the legal counsel thereof;
  • Served as a legal counsel for many yearsto provide comprehensive legal services for Jiahe Biopharmaceutical Co., Ltd.,an important subsidiary of listed company Watson Bio (300142);
  • Served as a legal counsel for many yearsto provide comprehensive legal services for Agenix Biotech (Shanghai) Co., Ltd.which is a subsidiary of a listed company in Australia;
  • Provided comprehensive legal services forsuch international exhibition giants as Shenzhen International ExhibitionCenter, Munich Trade Fairs as well as Netherlands VNU Exhibition;
  • Handled domain name disputes and domainname acquisitions for Amazon, Nippon, a famous British transnationalcorporation and Bao Steel.


Real estate,Construction and Infrastructure

  • Provided comprehensive legal services forsome large real estate development projects, including the New Bund Garden, theJinqiu California Garden, the Future Star Town covering project negotiation,portfolio design, project company establishment, land lease, projectmanagement, program design, early-stage development, financing, engineering design,construction, selection and purchase of materials and equipment, projectassignment, real estate sales, preparation for property management, completionand delivery for use, early-stage property management as well as disputeresolution, etc.;
  • Provided legal consultations, developmentscheme design, comprehensive development agreement review as well as the otherearly-stage legal services for New Development Group for its investment anddevelopment Town of blessed health in Bama County, Guangxi;
  • Provided legal services on overalltransformation of the urban village in Caojiazhai Block on West Zhongshan Roadin Shanghai;
  • Provided full legal services for theWorld Trade Center project in Nanjing invested by the joint venture of JPMorgan Greater China Property Foundation and F&T Group, Expo PerformanceCentre (now as Mercedes-Benz Arena), and some factory-building constructions inShanghai, Suzhou, Guangzhou, Huizhou, Dongguan, Chengdu and Tianjin forcompanies such as Akzo Nobel and its affiliates, Nippon Paint and itsaffiliates, Bausch+Linnermann, Solmag Group;
  • Provided comprehensive legal services forthe land development, financing as well as the PPP projects for relocationbase, etc. of Changxing Island in Shanghai;
  • Provided comprehensive legal services tothe concessioned projects of Shanghai Zhuyuan First and Second Waste WaterTreatment Plants as well as their reconstruction;
  • Provided comprehensive legal services forthe merger and acquisition of over a dozen of large real estate projects aswell as the assignment of uncompleted buildings including Central Plaza(Wenhui-xinmin United Press Group Building), Nanjing World Trade Center,certain project in Xinjiekou of Nanjing, Jing’An Plaza, Hujin Plaza (SOHOTimes), Xinxin Plaza, Jiangshan Plaza, 2-2 Block in Old West Gate of Shanghai,3-1 and 3-2 Blocks in North High-tech Park of Shanghai, Yinyue FinancialCenter, Belle International Plaza in Shanghai, Honghui International Plaza,Guangqi Culture Plaza, New Hongqiao Green View Garden, a 600-acres land in No.1of Kunshan Garden, a five-star hotel project in Jiangsu, a certain old villa ofmixed ownership, a certain land in Zhangjiang Hi-tech Park, etc. (the CentralPlaza transfer project was honored as one of the best-resolved cases by theP.R.C Ministry of Justice), and merger & acquisition of several domesticreal estate companies, covering conducting due diligence, drafting andnegotiating M&A agreement, dealing with the delivery and approvalprocedures, etc.;
  • Led several real estate finance projectssuch as syndicated loan of RMB 15 billion Yuan for the development of ChangxingIsland in Shanghai, overseas mortgage syndicated loan case of Zhongshan Plaza;
  • Provided legal services including draftand negotiation of management agreement and technical service agreement ofSavills Residence Chain Serviced Apartment, provided legal services includingdraft and negotiation of hotel management and trade mark license agreement ofhotels such as Ramada Hotel;
  • Provided legal services including draftof agreement and negotiation for property management of dozens of variedproperties managed by Savills, Fangzhou Building and Jinqiao Building;
  • Provided comprehensive legal services forland expropriation of Thyssen-Krupp project;
  • Handled dozens of varied types of majorcases such as payment dispute of Shanghai Lingang Sea Reclamation Project, aswell as nearly one hundred other disputes relating to real estate co-operation,real estate lease & sale and construction project, etc.
Education
  • 2001 L.L.M of University of Sydney Technology
  • 2001 J.M ofEast China University of Politics and Law
  • 1992 L.L.B of Fudan University
Employment
  • 2015 to date Dentons Shanghai Office
  • 2001 - 2015  Haworth & Lexon
  • 1995 - 2001  Zhongjian law firm
  • 1992 - 1995  CMST Southeast Co.,Ltd
Membership of professional bodie
  • Off-campus Supervisor of Law School ofFudan University
  • Off-campus Post-graduate Supervisor ofEast China University of Politics & Law
  • Panel Mediator with Mediation Center ofCCPIT and CCOIC
  • Arbitrator with International ArbitrationCourt of Rio de Janeiro
  • Arbitratorwith Huai’an Arbitration Commission, Jiangsu
Other professional qualifications
  • Qualification of independent directors of listedcompanies
Publications
  • Private Equity Fund: Practice on RiskManagement, China Legal Publishing House, March 2018
  • Legal Handbook for Business Startup andInvestment, China Legal Publishing House, June 2015
  • Legal Risk Control through Company Life:Practice & Case Analyses, China Legal Publishing House, June 2015
  • Legend of Start from Scratch: OnCorporate Evolutions (Fa Shuo Shui Hu), China Legal Publishing House, August2011
  • Perfect Winning of Capital II: AnOperation Guide for Investment & Financing: Models & Processes, ChinaLegal Publishing House, August 2011 (3 editions updated)
  • Perfect Winning of Capital: Laws &Policies for Investment, Mergers & Acquisitions, Financing, Private Equityand Listing, China Legal Publishing House, March 2011 (4 editions updated)
  • A Road to Success in Business Startup:235 Letters to Entrepreneurs from Lawyers, China Legal Publishing House,February 2011
  • Legal Practices in Corporate Investment& Financing:Models andProcesses, China Legal Publishing House, April 2009
  • 108FAQs on Laws for Entrepreneurs, Shanghai Scientific and Technological LiteraturePress, September 2007
Individual Research
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