¤德宣传册英文版.pdf · planning, providing corporate compliance services and tax solutions...
TRANSCRIPT
1
2
3
4
PRACTICE AREAS
• Investment Fund
• Banking & Finance
• PE/VC, M&A
• Cross-border Transaction
• Securities Capital Markets
• Family Law and Fortune Management
• Intellectual Property
• Tax
• Dispute Resolution
• Antitrust and Competition Law
• Regulatory and Compliance
5
INDUSTRY FIELDS
OVERVIEW
• Our Philosophy
• Our Team
• Our Institution
• Our Positioning
• Our Faith
• Culture, Entertainment and Media
• Technology, Telecommunication and Internet
• Life Sciences and Healthcare
• Consumer Goods and Retail
• Education
• Industrial and Advanced Manufacturing
• National Defense, Military and Aerospace
• Real Estate, Infrastructure and Construction
• Emerging Industries
• —Blockchain
• —Cyber Security and Digital Compliance
6
Our Philosophy Formerly known as Beijing Hawkhigh Law Offices, the Merits &
Tree Law Offices was established in 2006 by a group of experienced
professionals with a strong sense of mission and professional drive,
and was renamed the “Merits & Tree Law Offices” in 2017. The
founding partners of Merits & Tree endeavor to make Merits & Tree
a law firm that can be characterized as “honorable, professional,
friendly and enterprising”, a law firm that reacts to the ever-evolving
and innovating market’s demand for an innovative legal service
provider, and provides “professional, comprehensive and one-stop”
legal solutions to satisfy the increasingly complex and highly creative
commercial needs of enterprises and entrepreneurs.
Our Team Merits & Tree’s founding partners are top-tier experts in the PRC
legal services industry. Having gained extensive experience in their
respective areas of specialization over a period of 10 to 15 years
each and having practiced in leading international and PRC law firms
prior to joining Merits & Tree, the partners are highly seasoned in
project management, organization and execution, and specialize in
complex and/or innovative transactions or other legal matters. Merits
& Tree applies high standards to its recruiting process, and trains its
lawyers to be equipped with professional expertise in their respective
specialized areas as well as acute commercial mindset and judgment,
which enable them to provide professional, adaptive and creative legal
services to our clients.
OVERVIEW
7
Our Institution Merits & Tree is organized and managed internally as a corporation,
which transcends the boundaries and limitations of proprietary
practitioners, leverages the collective wisdom, expertise and experience
of our lawyers, and aggregates each lawyer’s resources, knowledge
and expertise. This corporate structure and management provide
institutional safeguards that enable us to provide “professional,
comprehensive and one-stop” legal solutions to our clients.
Our Positioning Merits & Tree endeavors to become a branding law firm that focuses
on corporate, finance and capital markets, providing transactional
and dispute related legal services at “investment”, “transaction” and
“exit” stages to various capital market participants such as corporates,
investors and financing institutions, as well as service providers. In
addition to providing standardized, market prevailing services to our
clients, Merits & Tree caters to the ever-evolving market and clients’
individualized commercial needs and designs creative and individualized
solutions for our clients.
Our Faith Leveraging its market-leading legal service philosophy, “corporate”
structural safeguards and dedicated professionals, Merits & Tree is able
to provide professional, tailored, specific and innovative legal services
to the market and our clients. We believe that Merits & Tree will prove
to be an innovative and trustworthy brand in the legal services industry,
providing diversified and individually tailored legal services to our
clients.
OVERVIEW
8
PRACTICE AREAS
Investment Fund
Banking & Finance
PE/VC, M&A
Cross-border Transaction
Securities Capital Markets
Family Law and Fortune Management
9
Intellectual Property
Tax
Dispute Resolution
Antitrust and Competition Law
Regulatory and Compliance
1 0
Investment Fund
Merits & Tree has extensive experience in investment fund. Catering
to our clients’ commercial needs, Merits & Tree advises on the
establishment of RMB denominated investment funds that are
organized as unit trusts, corporations or partnerships, including, but
not limited to, government guidance funds, listed company acquisition
funds, public market focused private funds, private equity funds, etc.
In addition, Merits & Tree is one of the few PRC law firms that advises
on the establishment of offshore open-end or closed-end funds. In
addition, Merits &Tree takes the leading position in the Token Fund
structure, establishment and compliance of the blockchain industry. To
date, Merits & Tree has advised its clients with respect to investment
funds focusing on various industries, including entertainment, artificial
intelligence, big data, digital currency, education, health care, retail,
new energy, TMT and advanced manufacturing. With regard to RMB
denominated funds, Merits & Tree is experienced in advising its clients
on the QDLP and QFLP schemes, and has received positive feedback
from world-renowned investment funds clients for the quality of its
services.
Practice Areas
• Fund formation
• Fund compliance
• Dispute resolution
• Fund investment
1 1
Banking & Finance
Banking & finance is one of Merits & Tree’s core strengths. Merits
& Tree provides general or tailored legal services to international
and domestic banks and non-bank financial institutions, and has
accumulated extensive experience and a broad client base in the
industry. Catering to the characteristics of the industry and the complex
legal and regulatory environments to which it applies, Merits & Tree
has, through long-term practice, performed systematic research and
market segmentation. We analyze and review new business models
and financial innovations, in order to ensure our banking and financial
institutions team stays connected and familiarized with the market.
With its extensive hands-on experience, Merits & Tree has advised
banks, trusts, insurance companies, securities brokers, asset managers,
financing lease companies (including financing lease companies, pilot
Chinese-funded financial leasing companies and foreign-funded financial
leasing companies), commercial factoring, financing companies, funds
and other financial institutions with regard to many complex financial
transactions, and has been a market leader and pioneer in providing
legal services to banks and financial institutions.
PRACTICE AREAS
Practice Areas
• Bank, trust, asset management, insurance
• Asset backed securities (abs), reits
• Distressed assets and special situations
• Financing lease and commercial factoring
1 2
PE/VC, M&A
With its professional expertise, commercial mindset and innovative
spirit, Merits & Tree provides efficient and high quality legal services in
connection with private equity financing and investments, corporate
mergers and acquisitions, cross-border mergers, privatization and
red chip return investment. Our mergers and acquisitions team has
serviced hundreds of renowned international and domestic investment
institutions and enterprises, and has partnered with many companies
from inception through rounds of financing until they are successfully
listed onshore/offshore or acquired. Merits & Tree’s mergers and
acquisitions services cover a wide range of industries, and the team is
particularly experienced with respect to life sciences and healthcare,
technology, telecommunications and the Internet, consumer goods and
retail, education and training, new energy and new materials, industry
and advanced manufacturing, national defense and aerospace.
Practice Areas
• Venture capital and private equity
• Mergers & acquisitions
• Privatization and red-chip return investment
1 3
Cross-border Transaction
Leveraging its professionalism and experience accumulated through
previous projects, Merits & Tree has been safeguarding clients’ interests
in various cross-border transactions by helping Chinese enterprises
identify, evaluate and contain risk factors. Merits & Tree has provided
comprehensive legal services to Chinese enterprises aiming to “go
abroad” for many years, providing coverage from the initial stage of
commercial evaluation through transaction closing. In addition, with its
legal know-how and accurate judgment on regulatory practices, Merits
& Tree has accumulated many successful precedents in assisting foreign
clients “localizing” their business plans. Merits & Tree also provides
comprehensive legal services to domestic and international clients that
issue offshore bonds in order to satisfy the financing requirements with
respect to cross-border transactions.
Practice Areas
• Outbound investment
• Foreign direct investment
• Offshore bond issuance and cross-border guarantees
PRACTICE AREAS
1 4
Securities Capital Markets
Merits & Tree and its partners have extensive experience as issuer or
underwriter counsel in onshore and offshore initial public offerings.
Merits & Tree has provided multi-dimensional and multi-layer legal
services with respect to initial public offerings on the domestic Main
Board, SME Board and GEM Board, material asset restructuring and
merger by listed companies, follow-on offerings, listing on NEEQ,
establishing offshore structure for domestic companies, and offshore
public offering. Merits & Tree has assisted many domestic companies to
successfully list on Shanghai Stock Exchange, Shenzhen Stock Exchange,
Hong Kong Stock Exchange, Nasdaq, Börse Frankfurt, London Stock
Exchange, Singapore Stock Exchange, etc.
Practice Areas
• Onshore initial public offerings
• NEEQ listings
• Offshore listings
• M&A and restructuring of listed companies
1 5
Family Law and Fortune Management
Benefiting from its innovative spirit and professional experience across
practice areas, Merits & Tree has been able to provide its clients with
pioneering, precise and comprehensive legal services in connection with
traditional marriage and family law matters, estate planning for high
net worth families and their members, and assist its clients to safeguard
family wealth and implement inheritance plans with a global view. Our
partners in this practice area specialize in providing litigation and non-
litigation legal services with respect to overall family wealth planning,
tax planning, immigration, cross-border asset allocation, family business
shareholding planning, family trust and insurance planning, forming
charitable foundations and family disputes.
Practice Areas
• Marriage
• Inheritance
• Family wealth planning and management
PRACTICE AREAS
1 6
Intellectual Property
Merits & Tree endeavors to provide its clients with comprehensive legal
services that cover all sub-practice areas within intellectual property,
including, but not limited to patents, trademarks, copyrights, trade
secrets and unfair competition. The intellectual property team at Merits
& Tree specializes in complex intellectual property litigation. Several
members of the team have backgrounds in both law and technology,
and have extensive practical experience in handling complex cases that
involve patent and technology-related trade secret litigation. Merits
& Tree provides legal services including legal advice, due diligence and
negotiation with respect to intellectual property-related transactions
and licensing. In addition, Merits & Tree provides comprehensive
planning and consultancy services regarding intellectual property
protection and comprehensive solutions for patent applications. With
its multi-dimensional perspective, Merits & Tree provides innovative
legal services to its clients, and has served as counsel to multinational
companies and large enterprises regarding intellectual property
protection, licensing and litigation.
Practice Areas
• Trademarks
• Patents
• Copyrights
• Business privacy and unfair competitive intelligence
1 7
Tax
The tax team at Merits & Tree has abundant experience in tax laws and
regulations with respect to doing business in China. Its international
perspective, solid knowledge base and abundant experience have
enabled the team to gain a comprehensive understanding of each
client’s individual needs and to create flexible and innovative tax
solutions for each client. Merits & Tree specializes in effective tax
planning based on each enterprise’s industry, geographic location,
business model and operational procedures, providing tax solutions for
enterprises’ development plans and material decisions. In addition,
Merits & Tree specializes in providing tax services for enterprises’ capital
planning, providing corporate compliance services and tax solutions that
are efficient and comprehensive. Merits & Tree also provides efficient
tax planning for enterprises’ core members and investors.
Practice Areas
• Tax-related risk management
• Improvement of tax efficiency
• Tax-related dispute resolution
PRACTICE AREAS
1 8
Dispute Resolution
Merits & Tree provides a wide range of dispute resolution services that
cover disputes regarding financial litigation and financial derivative
transactions, PE investments, real estate, etc. as well as other types of
commercial disputes, civil litigation, administrative litigation and criminal
proceedings. The partners in Merits & Tree’s dispute resolution team
each have more than 20 years of experience in litigation and arbitration.
They specialize in providing dispute resolution advice that are based on
the client’s overall interests, and endeavor to satisfy each client’s core
needs with their exceptional trial performance and strong negotiation
skills.
Practice Areas
• Litigation
• Arbitration
• Administrative appeals and reconsiderations
1 9
Merits & Tree’s Antitrust and Competition Practice team boasts a
wealth of experience. It has engaged in and taken a lead in some high-
profile antitrust cases, and is highly accomplished in the provision of
various services such as concentrations of undertakings, responses
to antitrust investigation, antitrust analyses and training. The team
has provided legal services to and been highly recognized by many
large listed companies both in China and around the world. It, relying
on its distinguished expertise in research of industry sectors and
methods of economic analysis, handles antitrust cases based on its in-
depth understanding of law, industry knowledge and economics and
provides our clients with effective, practicable and high value-added
solutions. The cases handled by our Antitrust and Competition Practice
Team encompass a range of industries such as internet, new retail,
semiconductor, massive health, FMCG, automotive and spare parts,
commercial real estate, shipping, industrial manufacturing, insurance,
household appliances and industrial products. Our antitrust and
competition lawyers were invited to speak regarding antitrust matters at
some forums organized by LexisNexis and other reputable organizations.
Antitrust and Competition Law
PRACTICE AREAS
Practice Areas
• Concentrations of undertakings/antitrust filings
• Antitrust investigations and responses thereto
• Antitrust analyses and training
• Planning and strategies designed for competition laws
2 0
Regulatory and Compliance
Merits & Tree has abundant experience in handling compliance-related
legal matters. The regulatory and compliance team at Merits & Tree
is led by experts that are familiar with the operational procedures and
policy limitations of judicial departments, administrative regulatory
departments and large SOEs. The team is capable of safeguarding
client’s business activities, particularly with respect to new enterprise
risk prevention and crisis management, by assisting clients in performing
regulatory inspections, preventing and controlling risks, and eliminating
administrative and criminal compliance risks through ex-ante prevention,
mid-event advisory and post-facto review.
Practice Areas
• Labor and employment
• Anti-bribery
• Criminal compliance
• Civil and criminal liabilities
2 1
PRACTICE AREAS
2 2
Culture, Entertainment and Media
Technology, Telecommunication and Internet
Life Science and Healthcare
Consumer Goods and Retail
Education
INDUSTRY FIELDS
2 3
Industrial and Advanced Manufacturing
National Defense, Military and Aerospace
Real Estate, Infrastructure and Construction
Emerging Industries
—Blockchain
—Cyber Security and Digital Compliance
2 4
Merits & Tree’s culture, entertainment and media team has focused on the
media and entertainment industry for many years. All lawyers on this team
possess years of experience working in leading companies in this industry,
and have maintained effective and ongoing communication with the relevant
government agencies. Our team members have abundant experience in
projects and industry practice, and are sensitive to changes in applicable
regulatory oversights and client needs. Their in-house and private practice
experience enable our team to provide professional and comprehensive
legal, commercial, regulatory and practical advice. Merits & Tree specializes
in drafting legal agreements in connection with film and television
production, distribution, derivative products and games licensing and
collaboration; designing complex production financing and multi-production
portfolio investment transactional structure; sports related event licensing
and management, professional athletes agency contract and commercial
negotiation, periodical licensing and artist agency.
Culture, Entertainmentand Media
Scope of Services
• Investment, financing, mergers and acquisitions
• Data security and privacy protection
• Onshore and offshore listings
• Anti-trust and anti-unfair competition
• Intellectual property
• Dispute resolution
2 5
INDUSTRY F IELDS
Technology, Telecommunicationand Internet
Merits & Tree enjoys a strong reputation for providing legal services to
enterprises and investors in the technology, telecommunications and
Internet industries. Merits & Tree focuses on innovative enterprises and
business models based on Internet and new technology. Our clients’
businesses cover sectors such as artificial intelligence, smart manufacturing,
blockchain, mobile applications, cloud computing, big data, sharing economy,
Internet finance, e-commerce, social media, Internet games and other fields,
from newly founded companies through “unicorns”. Merits & Tree’s team
has comprehensive understanding of clients’ needs based on sectors and
commercial needs at different stages, and provides forward-looking legal
service solutions that resolve current issues.
Scope of Services
• Investment and financing related services, including due diligence,
transaction structure design, transaction document drafting and
negotiation
• Establishment and management of employee incentive plans
• Personal information protection and data security
• Intellectual property and trade secret protection
• Intellectual property licensing and transference
• Horizontal competition and labor dispute resolution
• Corporate compliance review and system development
• Anti-trust and anti-unfair competition
2 6
Life Sciences and Healthcare
As human society develops to provide more and more material satisfaction,
emphasis has been increasingly placed on life sciences and healthcare, which
poses unprecedented challenges and opportunities for development. Merits
& Tree is well prepared, and has abundant experience in providing legal
services and support for the explosive development of this industry. Merits
& Tree’s life sciences and healthcare team provides professional, high-quality
and efficient legal support and services to domestic and foreign clients in
connection with hospital, medication, pharmaceutical, medical equipment,
bioproducts, life sciences, rehabilitation, disease screening and prevention,
and healthcare information services.
Scope of Services
• Regulatory compliance
• Investment, financing, mergers and acquisitions
• Onshore and offshore listings
• Anti-trust and anti-unfair competition
• Intellectual property
2 7
INDUSTRY F IELDS
Consumer Goods and Retail
Technological developments and evolving consumer preferences and
spending habits have, and will continue, to reshape the retail industry, and
bring profound changes, challenges and opportunities to this long-standing
industry. Merits & Tree and its lawyers closely follow the development
and evolution of consumption upgrade and new retail ecosystems, as well
as changes in relevant laws and regulatory policies, in order to provide
high-quality legal services to our clients that are based on our extensive
experience and expertise in the retail industry, compatible with business
rules and logic, and compliant with the latest compliance and regulatory
requirements.
Scope of Services
• Investment, financing, mergers and acquisitions
• Intellectual property
• Onshore and offshore listings
• Regulatory compliance
• Financial products such as consumer trusts
• Anti-trust and anti-unfair competition
• Dispute resolution
2 8
Education
As the society becomes more and more competitive and citizens have
increasing demand for knowledge, the education industry will keep its
current fast growth rate. Merits & Tree has always been focusing on the
laws, policy and regulatory developments concerning the education industry,
and closely follow and analyze relevant cases in the market. Merits & Tree
has provided professional legal services to K-12 (kindergarten, compulsory
education, public and international high schools), advanced education
(private colleges and independent colleges), advanced and secondary career
education, continued education, training centers, Internet education, etc. in
connection with structural design, investment and financing, mergers and
acquisitions and onshore and offshore listings.
Scope of Services
• Investment, financing, mergers and acquisitions
• Regulatory compliance
• Establish listing structures
• NEEQ and onshore/offshore listing
• Anti-trust and anti-unfair competition
2 9
INDUSTRY F IELDS
Industrial and Advanced Manufacturing
With its integrated manufacturing system and product supply chain, China
has developed into a world-renowned manufacturing powerhouse. Led
by the “Made in China 2025” plan, Merits & Tree has established a legal
services team that focuses on the manufacturing industry in order to provide
comprehensive and sustainable legal services to support various types of
manufacturing companies’ transformation, upgrade and improvements.
Merits & Tree’s professionals have advised on industries such as metallurgy,
chemical engineering, energy, construction, electronic appliances,
shipbuilding and aerospace. They understand the transactional needs and
expected deliverables of the manufacturing industry, and provide efficient
and individualized services and assistance.
Scope of Services
• Corporate restructuring
• Mixed ownership reform
• Equity incentive plans
• Corporate governance
• Investment, financing, mergers and acquisitions
• Equity and debt financing
• Joint venture companies
• Onshore and offshore listings
• Anti-trust and anti-unfair competition
3 0
National Defense, Military and Aerospace
The national defense, military and aerospace industry represents a nation’s
overall industrial development, plays a vital role in ensuring national security
and stability, sustains and improves the nation’s competitive advantage and
promotes world peace. China’s national defense, military and aerospace
industry is expected to maintain rapid and sustainable growth that is
compatible with global geopolitical developments. Merits & Tree will keep
focusing on the legal, policy and regulatory developments in this area,
following and analyzing relevant cases in the market, and providing clients in
defense, military and military-civil fusion, and military supply industries with
professional legal services in connection with structural design, investment
and financing, compliance risk management, non-disclosure management,
mergers and acquisitions and onshore and offshore listings.
Scope of Services
• Design equity structures
• Regulatory compliance
• Equity investment and financing, debt financing
• Asset restructuring, establishment and improvement of listing structures
• NEEQ and onshore/offshore listings
• Refinancing, material asset restructurings, mergers and acquisitions
• Anti-trust and anti-unfair competition
3 1
INDUSTRY F IELDS
Real Estate, Infrastructure and Construction
Real estate, infrastructure and construction is one of Merits & Tree’s core
practice areas. Partners in this practice area are experienced with the overall
business operational models, applicable laws, regulations and regulatory
supervision concerning this area. Merits & Tree has established close
working relationships with real estate developers, construction companies
and government agencies through providing long-term legal services
regarding real estate, infrastructure and construction, and has received
broad recognition and appreciation for providing high quality and efficient
legal services.
Scope of Services
• Real estate investment and financing,
mergers and acquisitions, and joint development
• Restructuring of distressed real estate projects
• Land acquisition, housing demolition and relocation
• Preliminary approval for real estate development projects
• Greenfield development
• Real estate development and construction
• Real estate sales and rental
• Construction project bidding and management
• Anti-trust and anti-unfair competition
• Dispute resolution
• Onshore and offshore listings
3 2
Emerging Industries—Blockchain
Merits & Tree possesses extensive experience in blockchain and digital
assets. Owing to our strength in conducting in-depth research on emerging
legal services, we have become the first leading law firm to provide
legal services in these areas. Merits & Tree has provided many overseas
institutions with related legal services, including the establishment of token
funds, investment in overseas digital assets, compliance related to overseas
digital assets trading platforms, and dispute resolution.
Our clients include Bitmain, Dfund, ChainFunder and some mainstream U.S.
dollar funds.
Scope of Services
• Design transaction structures and draft or review SAFT agreements for
investments in overseas digital assets;
• Establish token funds on behalf of our clients;
• Provide compliance related services on behalf of overseas digital assets
trading platforms;
• Assist clients with negotiation, mediation or settlement with regard to
digital assets related litigation and arbitration.
3 3
INDUSTRY F IELDS
Emerging Industries—Cyber security and digital compliance
Coupled with the rise of internet technology is an irreversible trend for enterprises to
go digital. However, digital transformation is a double-edged sword--there is much to be
gained by progress, but enterprises must also take measures to minimize the downsides
so as to protect their key assets from damage by security breaches. Merits & Tree has
been keeping abreast of the latest developments in cyber security and data-related
compliance, and possesses extensive experience in these fields, which allows us to provide
businesses with a full range of legal services and assist them in their successful journey to
digital transformation. The clients we serve cover a variety of sectors including artificial
intelligence, internet, blockchain, finance, big data and media. Our team is highly skilled
in building reliable systems with respect to cyber security and data-related compliance
for our clients. Keeping up with the trends of cyber security policies at home and abroad,
we provide our clients with comprehensive cyber security and data-related compliance
training so as to enable them to prevent risks. In case of an emergency related to cyber
and data security, our team is always ready to protect your business interests to the fullest
extent possible by taking comprehensive measures to safeguard your rights.
Scope of Services
• Compliance related to enterprises’ digital transformation
• Management of urgent cyber and data security incidents
• Data-related dispute resolution
• Protection of enterprises’ data security
3 4
3 5
Contact us BEIJING
SHANGHAI
ZHUHAI
5th Floor, Raffles City Beijing Office Tower, No.1 Dongzhimen South Street, Dongcheng District, Beijing, 100007, P.R.C
Unit 1801, Raffles City Changning Office Tower 1,No.1133 Changning Road, Changning District, Shanghai, 200051, P.R.C
Rm.1702, Building 3, No.39 Jida Qinglv Middle Road, Xiangzhou District, Zhuhai, Guangdong Province, 519015, P.R.C