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    Amanda Guo

    Partner

Summary

Amanda Guo is a partner based in Dentons Shanghai office. She specialises in general corporate, M&As, commercial transactions and compliance including foreign direct investments, joint ventures, cross-border mergers and acquisitions, corporate governance, complex commercial transactions, data protection and regulatory compliance.

Before joining Dentons, Amanda worked in the largest Dutch law firm as well as one of the top Australian law firms. She has accumulated more than 15 years' experience in the private practice. Her corporate clients include multi-national corporations with interests in a wide range of industries in China, such as manufacturing, pharmaceutical, FMCG, healthcare, chemicals, technology and PE funds. The representative clients to which Amanda has provided services are Foxconn, Weir Group, Schaeffler, BOSCH, Oshkosh-JLG, Siemens Corporation, Arcelik-Beko, Chanel, Tapestry (formerly known as Coach), Philips, Elanco (formally was an Elli Lilly group company), SmileDirectClub, BASF, FMC, Total, Shell, AkzoNobel, Apple, NXP, Blackstone, KPS Capital Partners, KKR, etc.

Amanda is a qualified lawyer in the People's Republic of China and is fluent in both Mandarin and English.

Experience

Major corporate (foreign investment, acquisition) experience includes advising

  • Chanel on the establishment of a legal entity in Mongolia to form a joint venture with a local Mongolian partner and carrying out business related to the cashmere trade.
  • Weir Group on carving out part of its China business into a separate entity then selling the complete equity interest of such entity, including managing the VDR, drafting, reviewing, negotiating the asset transfer agreement, equity transfer agreement, transition agreement, and other transaction documents, advising on issues regarding environmental permits and employee transfer; preliminarily assessing the necessity of merger filing, etc.
  • Arcelik-Beko on selling its White-machine business in China to Konka Group, including managing the buyer due diligence, drafting, reviewing, negotiating the asset transfer agreement, supply agreement, service agreement, safekeeping agreement and other transaction documents, advising on issues regarding tax implications, employee transfer, real property transfer, etc.
  • Apple on the regulatory requirements of COVID-19 vaccination in China
  • Refinitiv Limited on employee transfer process in China
  • Siemens Corporation on its acquisition of CGTech, Inc., including conducting due diligence, reviewing corporate organisational documents and commercial contracts of the target’s China businesses
  • R2G and PFNonwovens Holdings s.r.o. on the sale of 100% of the equity of PFNonwovens (Wuxi) Co., Ltd. to Shandong JOFO Nonwovens Co., Ltd., including advising on the deal structure, drafting, reviewing, negotiating the equity transfer agreement, escrow account agreement, equity pledge agreement and other transaction documents
  • BorgWarner Inc. on a public acquisition of all shares of Delphi Technologies Plc, including conducting leal due diligence on the target’s China entities, reviewing transaction documents
  • Foxconnas its legal retainer service provider, including
  • SmileDirectClub on its launch of new business in China, including advising on the regulatory issues regarding the market entry, industrial restrictions, possible deal structures, entity incorporation, e-commerce approaches, data privacy, etc.
  • Corporacion Medichem, S.L. on the proposed acquisition by Fortune of equity interest in Anhui Meizhicheng Pharmaceutical Co., Ltd, including drafting a Memorandum of Understanding with Shanghai Fortune Chemical Co., Ltd.
  • DexKo on its acquisition of Carlisle Brake & Friction division of Carlisle Companies Incorporated (the NY listed group), including conducting legal due diligence investigation.
  • Assicurazioni Generali S.p.A on its potential acquisition of up to 50-51% stake in Aspire Lifestyles, including conducting legal due diligence investigation.
  • Ambridge on its acquisition of Swedish Electromagnet Invest AB, including commenting on the China DD prepared by R&P China Lawyer and preparing response to AMB's comments.
  • Centerbridge Partners on a carve-out transaction, including giving input from a diligence perspective covering primarily labor/employee matters.
  • KKR on its sale of one of its portfolio companies, including conducting due diligence, producing a legal fact book, etc.
  • THK Group on its verification of equity, including assisting with the verification of (unencumbered) title to equity interest of the China target companies.
  • Informa Plc on its acquisition of a part of IHS Markit, including advising on the employee transfer process in relation to the asset sale of the TMT Business in China and handling with the change of business scope for the China WFOE of the client.
  • KPS Capital Partners on its acquisition of Howden from Colfax Corporation, including conducting due diligence and issuing due diligence report
  • Schaeffler on its potential acquisition of a Chinese company to form a Sino-joint venture entity in Zhejiang province, including reviewing and negotiating the NDA and LOI
  • Qantas on the sale of its shares in a Sino-foreign joint venture and on commercial arrangements with service providers and investors
  • Biogénesis Bagó on the corporate governance of its joint venture in China, including drafting and reviewing company rules and policies, and answering to other corporate governance related inquiries, and on the approaches to deal with the Chinese partner and the possible legal issues arising therefrom
  • FMC Corporation on selling its Health and Nutrition business to DuPont and acquiring DuPont’s Crop Protection business in China. The transaction involves three sub-deals including both equity and asset deals, as well as a Sino-foreign joint venture
  • Tapestry (formerly known as Coach), the US based fashion retailer, on its buy back of the distribution of its brand Stuart Weitzman for the Southern China region from Pedder Group
  • Oshkosh-JLG, a leading manufacturer and marketer of access equipment, specialty vehicles and truck bodies, on its day-to-day legal support, such as commercial contract review, employment matters, import & export issues, finance leasing structuring, etc.
  • BASF on its investment into a Chinese domestic venture capital fund, including reviewing and commenting on the deal structure, reviewing the limited partnership agreement and the side letter
  • Total on reviewing the port operation agreement Total with a Chinese port operator and preparing the parent guarantee contract for its sale of oil to a Chinese customer
  • Shell on various matters, including reviewing carbon allowance and CCER contracts, developing the transaction structure for commodity sale and purchase and advising on KYC issues, on environmental issues rising from the use of high sulphur fuel in emission control area, etc.
  • a global healthcare and lifestyle-focused company on its business spin-off and restructuring, including the establishment of new entities in China and preparing and negotiating transaction documents, spin-off plans and post-closing operating plans;
  • a lighting industry leader on the sale of a majority of its holding business, including coordinating and managing due diligence on the buyer, preparing transaction documents and providing legal opinion in relation to Chinese legal issues.
  • a multinational chemical manufacturer on the restructuring of its global group of companies, including the sale of parts of its entities in China.
  • a multinational hi-tech solution company, on its divestment of part of the business from its global group and incorporation of a China entity for facilitating the transaction
  • a Netherlands-based global semiconductor company on the up to $40 billion merger with another US-based semiconductor company, which involved the merger of the parties' businesses of multiple entities in China.
  • a big Dutch insurance companyon its sale of equity with a value of EUR 1.4 billion to a Chinse insurance group
  • a global dairy company on a joint venture with a Chinese dairy company.
  • a large Chinese private auto parts company on its acquisition of 100% shares in a Dutch electric vehicle company, including providing legal opinion on the transaction structure, conducting due diligence, drafting, reviewing and negotiating transaction documents and assisting in closing actions, fund payment and post-delivery matters.
  • a large Chinese listed real estate development and resource industry company on its proposed acquisition of 100% shares of a Dutch auto parts company, including providing legal opinion on the transaction structure, conducting due diligence, reviewing and negotiating transaction documents and coordinating and managing centralized bidding process
  • Mitsui & Co., Ltd. on its acquisition of minor shareholding in two Chinese companies through the EU headquarters, including conducting legal due diligence on the two Chinese companies and advising on relevant regulatory issues
  • Dr. Martens on its product quality regulatory issues and distribution arrangement with the Chinese supplier, including reviewing distribution agreements, providing advice on the quality requirements for consumer products and assisting in product recall process
  • Carter’s on its imported products inspection in China, including liaising with competent Chinese authorities and assisting in product recall process
  • Air Liquide, a French multinational company which supplies industrial gases and services to various industries, on its application for drug trading license and drug sub-contract production approval with the China Food and Drug Administration or its local counterparts (“CFDA”) in the targeted regions
  • AIDS Healthcare Foundation, the largest global AIDS organization, on its establishment of a representative office in Beijing
  • AkzoNobel, on its restructuring of its global group companies' corporate structure, including sale of part of the business of its Chinese entities
  • Bayer on monitoring its complaint hotline, reporting any alleged irregularities and making recommendations for solutions
  • Philips Lighting,on its sale of majority shareholding business, including coordinating the DD on the buyer, preparing transaction documents, and advising on the Chinese law issues
  • NXP Semiconductors on its merger with a US based semiconductor company valued at 40 billion US dollars, including merger of multiple Chinese subsidiaries
  • a global healthcare and well-being company, on


Major data protection experience includes advising

  • Tapestry on data protection matters, including reviewing and localizing the privacy policy and providing legal advice on cross-border transfer of data
  • Dr. Martens on data protection and cybersecurity matters, including
  • Informa on the following data protection matters:
  • SmileDirectClub on the following data protection matters:
  • SharkNinja on the following data protection matters:
  • Oshkosh-JLG on reviewing and amending data system agreement for the usage and subscription of JLG’s special vehicle related telematics hardware from PRC data protection perspective, and providing legal advice on the data storage, usage and cross-border transfer contained herein.
  • FMC on the following data protection matters:
  • Nordex on providing advice on the cyber security related issues, including how to deal with data compliance in the Chinese critical infrastructures (Energy Sector), how to run its email server and Internet Breakout via its central solutions, and how its offshore employees work in compliance with the cybersecurity law when travelling to China.


Major compliance experience includes advising

  • a global healthcare and lifestyle-focused company on its business spin-off and restructuring, including the establishment of new entities in China and preparing and negotiating transaction documents, spin-off plans and post-closing operating plans;
  • a global healthcare industry leader on its distributor policies to ensure compliance with Chinese antitrust laws
  • a global eye care service company, on reviewing and updating its anti- bribery and corruption policy
  • a global leader in chemicals, on monitoring its complaint hotline, reporting any alleged irregularities and making recommendations for solutions
  • a leading company in sales, marketing and distribution of speciality chemicals and food ingredients, on reviewing its dawn raid manual and anti-corruption policies
  • a large juvenile and bicycle manufacturer, on reviewing the non-compete agreement to be applied to its China entities with different locations
  • a global leader in animal nutrition and fish feed, on legal advice and strategies for the misconduct of its senior management in China entity, including advising on the investigation strategies, data review scope, as well as approaches for termination of the employment relationship
  • an Australian leading dairy product companyon its compliance with PRC food law, including cooperating with the inspection by the CSDA
  • a leading French watch company on its product liability compliance issues in China
  • a global financial advisory and asset management company on its launching services and operations into China market, including providing legal services for relevant compliance issues
  • a US private equity fund on its proposed marketing activities in China, including evaluating the legality of the activities and reviewing and amending relevant marketing materials
  • a UK fund with structure of an closed-ended limited partnership on its offering of the fund units to Chinese residents, including providing legal advice on any registration requirements in China in respect of the marketing documentation, highlighting any marketing restrictions which the client should be made aware of and drafting the China disclaimer
  • the second-ranked asset management group in France on establishing certain asset management and financial advisory operations in China, including an overview of PRC regulatory framework on financial advisory services and forms, qualifications and requirements for regulated activities contemplated by the client

Major commercial transactions, dispute resolutions and labour related experience includes advising

  • a Swiss-based pharmaceutical and healthcare company on its VAT and employee issues in China
  • a leading US computer software company on its property lease contract
  • a leading US architectural design firm on an arbitration-related dispute with a Chinese firm in relation to an architectural design consultancy contract
  • a leading US technology company on employee transfers resulting from its shares transfer in China
  • the Australian Consulate in Shanghai on its business-related issues in China, including reviewing lease documents and other day-to-day legal issues
  • a Singapore media companyon its domain name registration in China, including .cn and Chinese domain name registration services
  • a leading Australian aviation services company on its commercial arbitration in China
  • a leading Australian container manufacturer on its trade dispute in China
  • a large Australian importer of agricultural machinery on terminating its old trade arrangement in China and establishing a new trade arrangement, especially the related customs issues
  • a leading UK refrigerant manufacturer on investment capital, capital provident funds and other related legal and compliance issues in a joint venture;
  • a leading technology company on its implementation of interim cost-cutting measures
  • a leading multidisciplinary consulting engineering firm on its termination of employment relationship with the chief representative of an entity in China and a range of corporate governance issues
  • a world-leading high-tech company on the implementation of the new China labor policy, including reviewing legal documents such as employee codes, dispatch agreements and service contracts
  • a leading British tobacco company on its adequacy of its operations in China and related employee transfers and labour disputes
Other professional qualifications

P. R. China Lawyer

Publications
  • Get Ready for GDPR in the Carbon Field – Accelerated Legislation of EU Carbon Border Adjustment Mechanism,Wolters Kluwer, 2022 Data Compliance in the Fields of Energy and Chemical Industry - Article 2, Lexis Nexis, Mar. 14, 2022
  • Data Compliance in the Fields of Energy and Chemical Industry - Article 2, Lexis Nexis, Feb. 18, 2022
  • Data Compliance in the Energy and Chemical Industries (I), Wolters Kluwer, Feb. 14, 2022
  • Data Security Considerations in the M&A Transaction – Going Ahead of "Compliance" Article 4 Data Protection Compliance Requirements in the Process of Closing and Post-closing Integration in M&A Transactions, Wolters Kluwer, Jan. 14, 2022
  • Negative List for Foreign Investment Slimmed Down as Opening Up Continues——Analysis on Highlights of the New Negative List for Foreign Investment Access, Lexis Nexis, Jan. 4, 2022
  • Data Security Considerations in the M&A Transaction (III), Wolters Kluwer, Dec. 24, 2021
  • Healthcare Data Compliance Series (IV), Lexis Nexis, Dec. 22, 2021
  • Data Security Considerations in the M&A Transaction — Going Ahead of "Compliance" Article 2: Key Considerations of Data Compliance Due Diligence in M&A Transactions, Wolters Kluwer, Dec. 20, 2021
  • Healthcare Data Compliance Series (IV), Lexis Nexis, Nov. 3, 2021
  • Healthcare Data Compliance Series (III), Lexis Nexis, Nov. 9, 2021
  • Healthcare Data Compliance Series (II), Wolters Kluwer, Nov. 26, 2021
  • Healthcare Data Compliance Series (I), Wolters Kluwer, Nov. 26, 2021
  • Data Security Considerations in the M&A Transaction, Wolters Kluwer, Nov. 19, 2021
  • Data Security Considerations in the M&A Transaction, Lexis Nexis, Nov. 18, 2021
  • Healthcare Data Compliance Series (I):Healthcare Data Collection, Lexis Nexis, Nov.11,  2021
  • Healthcare Data Compliance Series (I):Healthcare Data Collection, Wolters Kluwer, Nov.10,  2021
  • Going Left or Going Right? Anti-Foreign Sanctions Law Brought Challenges to Multinational Corporation, Wolters Kluwer, Jun. 17, 2021
  • New QFII/RQFII Rules Enacted, Wolters Kluwer, Oct. 20, 2020
  • New QFII/RQFII Rules Enacted, Lexis Nexis, Oct. 19, 2020
  • Negative List for Foreign Investment Access, Wolters Kluwer, Jul. 22, 2020
  • Negative List for Foreign Investment Access, Lexis Nexis, Jul. 21, 2020
  • China adopts the unified Foreign Investment Law, Wolters Kluwer, Mar. 21, 2019
  • "Tetra Pak receives record fine for abuse of market dominance in China", December 2016
  • "MOFCOM issues rules implementing new filing regime for foreign invested enterprises", October 2016
  • "China to introduce major foreign investment law reform", September 2016
  • "Transactions with Chinese state-owned companies more likely to trigger merger filing", July 2016
Awards
  • IFLR 1000 China Awards — Shortlisted as the M&A Rising Star 2021
  • China Business Law Journal (CBLJ) – The Deal of the Year 2015
  • Asia Legal Business (ALB) – The Deal of the Year 2009
  • International Financial Law Review (IFLR) - M&A Deal of the Year 2009
  • China Law and Practice (CLP) - 2012 Energy Resources Deal of the Year 2012


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Address:9th/ 24th/ 25th Floor, World Financial Center, 100 Century Avenue, Pudong New Area, Shanghai,China
Phone:+86 21 5878 5888
Beijing Dacheng Law Offices, LLP (“大成”) is an independent law firm, and not a member or affiliate of Dentons. 大成 is a partnership law firm organized under the laws of the People’s Republic of China, and is Dentons’ Preferred Law Firm in China, with offices in more than 40 locations throughout China. Dentons Group (a Swiss Verein) (“Dentons”) is a separate international law firm with members and affiliates in more than 160 locations around the world, including Hong Kong SAR, China. For more information, please see dacheng.com/legal-notices or dentons.com/legal-notices.