Chunbao(Chambers)Yang
Yang Chunbao Senior Partner
Capital Markets
Corporate and M&A
Dispute Resolution
Real Estate, Construction and Energy
Detailed introduction
• Chambers (Chunbao) Yang, first-class lawyer (Senior Professional Title), senior partner of Dacheng Shanghai, head of Capital Market Department of Dacheng Shanghai, director of State-Owned Capital Fund Research Center of Dacheng Shanghai, and professional leader of Private Equity and Investment Fund Sector of Dacheng China, member of International Bar Association, member of Shanghai Foreign Legal Talent Pool, member of Legal Advisory Board of Shanghai State-Owned Enterprise Reform. Bachelor of Laws from Fudan University (1992), Master of Laws from the University of Technology Sydney (2001), Master of Laws from East China University of Political Science and Law (2001).
• Yang has been practicing law for more than 30 years and has long been engaged in legal services in relation to private equity funds, investment and financing, and M&A, covering industries including big finance, big health, real estate and infrastructure, Technology, Medial and Telecommunication (TMT), exhibition, manufacturing, etc. Since 2004, Yang has been elected into the Legal 500 "Private Equity" and "Company and Business" lists and specially recommended or commented by the Asia Law Profiles for many times. From the year of 2016, Yang has been successively identified by China Business Law Journal as one of China's Elite 100 Lawyers, awarded as PRC Company Law Expert of 2021 by leaders in Law-2021 Global Awards, consecutively selected into the “Excellent Lawyers & Law Firms Recommended by General Legal Counsels of China's Well-known Enterprises”, and awarded many times as M&A Lawyer of China and TMT Lawyer of China by Lawyer Monthly and Finance Monthly, as well as the other professional awards, and, he has been continuously shortlisted in Australia China Alumni Awards.
• In addition, Yang is Qualified Independent Director for listing company and selected into outside director pool of SASAC of Huangpu District.Yang used to serve as the independent director or outside director of Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd., Shanghai Mckintey Group Co., Ltd., Shanghai Nanfang (Group) Co., Ltd. and Shanghai Yu Yuan (Group) Co., Ltd.
• For social positions, Yang is off-campus Professor of Law School of East China University of Science & Technology, off-campus Supervisor of Law School of Fudan University, off-campus Post-graduate Supervisor of East China University of Political Science and Law, Lecturer of PE Class for CEOs and Expert of Top-level Design Research Center of Shanghai Jiao Tong University, Lecturer of Cross-border Management Talent Class being hosted by Shanghai Commerce Commission. Yang has also been invited to discuss the practice of the Company Law of the PRC with top doctoral supervisors from Peking University, Renmin University of China, and the Chinese Academy of Social Sciences.
• On academic aspect, Yang has published 16 books (including successive editions) including <Legal Risk Control through Company Life: Practice & Case Analyses><Perfect Winning of Capital II: An Operation Guide for Investment & Financing: Models & Processes><Private Equity Fund: Practice on Risk Management>.
Legal Counsel Services
Yang started his career as an in-house counsel taking full responsibilities of company legal issues in Southeast Branch of CMST Shanghai upon graduation from Fudan University. After becoming a licensed lawyer in 1995, he has been successively retained as the legal counsel of dozens of government departments, large state-owned enterprises, foreign-invested enterprises and private high-tech companies, such as Changxing Island Development Commission, Shanghai City Water Authority, Shanghai Marine Bureau, China State Development Bank Shanghai Branch, CAS Center for Excellence in Brain Science and Intelligence Technology, Precedo Biotech, Shanghai Pharma(601607.SH) and its subsidiaries, Neuregen Therapeutics, Oculgen Biomedical Technology, German .Fraedrich Biotech, Ziehm Medicals, Genor Biopharma(06998.HK), GenRx Holdings (subsidiary of HKR International Limited.), Shanghai International Energy Exchange, Shanghai Research Institute of Futures and Derivatives, Shanghai Futures Information Technology, Wenzheng Education Technology, several technology and investment companies affiliated to SF Express, Huaming Hi-tech Group, 2K Games Citic Guoan(000839.SZ), Savills Property Services, F&T Group, China MCC5 Group, Hangzhou Xiaoshan Airport, Jinpu Innovation, GTJA Investment Group, Zhengqi Financial (subsidiary of Lenovo), Dehui Group, Pudong Venture Capital, Tielin Capital, China Black Settler Investment Group Company, Bule Saker Asset Management, Shenzhen World Exhibition & Convention Center, Messe Muenchen, VNU Exhibition, ReneSola, Nippon Paint, Akzo Nobel International Paint, Gardner Denver (KKR affiliate), Thermon, Raytheon, Fairton, Shanghai Public Performance Evaluation Association, Huai'an Chamber of Commerce in Shanghai, Chinese Incubator etc. By providing professional and efficient legal services to these clients, Yang has accumulated very rich and comprehensive experience in legal counsel services.
Private Equity/Venture Capital
Yang is team leader of PE & Investment Fund Sector of Dacheng China, director of the Capital Market Committee and State-Owned Capital Fund Research Center of Dacheng Shanghai, and has accumulated very rich experience in providing legal services for the whole process of fund raising, investment, management and exit of PE fund, especially has deep research and rich practical experience on valuation adjustment mechanism (VAM). Yang specializes in equity investment business of financial institutions and has authored <Compliance Guidelines for Equity Investment Business of Financial Institutions>, which systematically summarizes the compliance key points of equity investment business of banks, insurance companies, securities firms, trusts and other financial institutions. Yang was also invited to jointly discuss practical issues related to company law with top professors in corporate law from Peking University, Renmin University of China and the Chinese Academy of Social Sciences. In addition, Yang has been frequently invited to deliver speeches regarding PE fund, such as Lujiazui Financial and Legal Forum, Hexun Forum, Shanghai International Equity Investment Fund Association, Shanghai Venture Capital Association, PE Association of Shanghai, YRD Capital Market Forum, Government Guide Fund Exit Seminar, Private equity Fund Exit Forum and other forums or seminars. He has also provided lectures on LBO Agreement with its Risk Prevention and Control for PE CEOs Class which was hosted by Shanghai Jiao Tong University. Yang has published books <Private Equity Fund: Practice on Risk Management> (published to the second edition), and his practical paper Dilemma of Private Equity Fund’s Exit Through Targeted Capital Reduction was published in the core journal China Finance, issue 2, 2023.
Some key projects led by Yang are:
• Served as perennial legal advisor of many PE fund managers or investment companies including Jinpu Innovation, GTJA Investment Group, Zhengqi Financial affiliated to Lenovo, Pudong Venture Capital, Dehui Group, Tielin Capital and Bule Saker Asset Management, etc., to provide all-round legal services for its daily operation, capital operation and fund raising, investment, management and exit. Offered legal services, such as conducting due diligence, drafting legal documents as capital increase agreement and supplementary agreement, and settling investment disputes for dozens of investment fund projects managed by these companies;
• Issued legal opinions for the registration (including initial registration and major change registration) and membership of more than 10 different types of fund managers affiliated to CapitaLand, the Yangtze River Industry Fund, GTJA Investment Group, Dingfeng Asset, Tongkong Capital, Xingyin Investment, etc.; and provided comprehensive legal services for the establishment and fundraising thereof;
• Conducted compliance inspection toward private fund managers within Pudong and issued reports being entrusted by Shanghai Pudong Financial Bureau;
• Provided legal services to FOFs including National Green Development Fund, Pudong Pioneer Area Fund affiliated to Shanghai Pudong Investment Holding Group, Science and Technology Innovation Guiding Fund of Putuo District, Shanghai, Shanghai Putuo District State-owned Assets Operation Co., LTD, Shanghai Caohejing Hi-Tech Park Development Corporation and other State-owned assets management companies for their selection of several fund managers and sub-fund establishment (Including but not limited to Yangtze River Delta Phase II Fund, Pudong Pioneer Area Science and Technology Innovation Fund No.1, Waigaoqiao Fund and Embodied Intelligence Industry Fund) covering conducting legal due diligence, reviewing legal documents relating to fund establishment as well issuing legal opinions;
• Assisted relevant fund managers in cooperating with the governments of Jiangsu Province, Chongqing, as well as Suzhou, Xiamen, Zhuzhou and other places to establish government-guided funds or their sub-funds;
• Provided comprehensive legal services including scheme design, due diligence, document drafting and negotiation for Daohe long-term's establishment of an infrastructure equity investment fund and investment in infrastructure projects;
• Provided legal due diligence toward relevant PE fund managers and the PE funds issued/to be issued by them, for the subscription of such funds by listed companies and other institutional investors, and reviewed the fund establishment documents and issued legal opinions;
• Provided comprehensive legal services such as conducting legal due diligence, reviewing fund establishment documents, issuing legal opinion to Trust Mutual Life (Alibaba’s subsidiary) for its Science and Technology Innovation Fund and S Fund project in accordance with the regulatory provisions on the use of insurance funds;
• Provided comprehensive legal services including conducting due diligence and drafting investment documents for a carbon neutrality fund affiliated with a certain central state-owned enterprise to invest in the world's leading liquid food equipment enterprises;
• Issued legal opinions for a certain private fund manager regarding the compliance of the funds it manages and investors, in order to meet the listing compliance requirements of the enterprises invested by the fund;
• Provided special legal services for a state-owned insurance equity fund to exit from its invested sub-fund and direct investment projects;
• Conducted a comprehensive physical examination for two distressed funds managed by a certain private fund manager and assisted in risk control;
• Provided legal services for a private fund manager affiliated with a certain central state-owned enterprise regarding the collapse of a unicorn project it invested in;
• Participated in the discussion on the pilot plan of the first case regarding private equity venture capital fund’s physical distribution of shares to investors approved by the China Securities Regulatory Commission;
• Provided whole-process legal services for dozens of financing enterprises (including biological medicine, medical equipment, semiconductor, chain catering, real estate, furniture, convention and exhibition and other industries) to accept PE fund investment;
• Provided comprehensive legal services including plan suggestions, document drafting, and process control for the targeted capital reduction of a certain biotech company in Shanghai and a certain medical device company in Suzhou to private equity fund investors;
• Handled dozens of disputes over valuation adjustment mechanism involved in PE investment (including one of the earliest VAM cases in China, and “the Most Miserable Entrepreneur” VAM retrial case);
• Represented dozens of litigation, arbitration and non-litigation resolution cases of financial investment disputes related to funds and trusts.
Corporate, Investment & Financing, M&A
• Yang has led large amounts of legal projects regarding corporate, investment, M&A and PE/VC including establishment of varied domestic and foreign companies, limited partnerships; restructuring and M&A of varied companies; foreign investment, overseas investment and cross-border M&A; shareholding reform; IPO and issuance in secondary offerings; NEEQ listing; equity transfer and pledge; corporate shareholding and corporate governance structure design; stock option, management buyout (MBO) and employee stock ownership plan (ESOP); liquidation; and shareholders dispute resolution, etc. In addition, Yang has been frequently invited to deliver speeches regarding topics such as investment and M&A at many domestic and international conferences and symposiums, such as World Makers Forum, China Food & Drinks Retail & Distribution Conference, Ports & Liners China, China Containers, China Food and Beverage Summit, China Tax, New Environment For Foreign Investment In China, China Warehouses & Distribution Centers Summit, Pulp & Paper Outlook and SeaTrans. And, he has also provided lectures on Transnational M&A Legal Risk Prevention and Control for Cross-border Management Talent Class which was hosted by Shanghai Commerce Commission.
• Some key projects led by Yang are:
• Provided comprehensive legal services such as investment structure design, drafting of corporate governance structure and establishment documents to varied companies, including Shanghai Suzhou River Integrated Construction (wholly state-owned), Wuxi Life Science & Technology Development Corp and many varied limited companies, limited partnerships and funds, etc.;
• Issued a legal opinion for New World Shares (600628.SH) to issue additional shares;
• Provided comprehensive legal services covering joint venture negotiation, documentation drafting, approval and registration procedures processing for dozens of joint venture projects, such as Nippon Paint and several foreign companies such as B&K respectively; Shanghai Pharma Group and several foreign companies such as Italian Solgma Group respectively; VNU Exhibition and several foreign companies such as Messe Stuttgart respectively; F&T Group and several domestic companies respectively, etc.;
• Provided comprehensive legal services for the joint venture project between Xi'an Aircraft International Corp(000768.SZ) and Austria FACC Group as well as the provision of parts production and assembly to Shanghai Large Aircraft Project by the two parties, covering negotiation, agreement drafting, etc.;
• Provided special legal services for a central state-owned enterprise regarding the mixed-ownership reform, employee stock ownership plan and introduction of strategic investment for its subsidiary;
• Provided legal services such as conducting due diligence; drafting and negotiating of M&A agreement; dealing with closing and approval procedures to nearly one hundred M&A projects, including the acquisition of a concrete production enterprise by a listed company in the construction industry; the acquisition of a commercial landmark project on the North Bund by a listed retail company; the acquisition of Gansu Orient Titanium by Nippon; the acquisition of a famous Shandong paper producer by a Netherland company;the acquisition of Singapore Aquarama by VNU Exhibition; the acquisition of two new material companies and reorganization by Dehui Group; the acquisition of foreign invested Shanghai Xinda and Suzhou Xinhai (building materials producers) by domestic funds; acquired the acquisition of a hotel in Shanghai by Shilin Group;the acquisition of a four-star hotel in Xuzhou by a private enterprise;the acquisition of a famous electric-motor producer in Jiangsu by Siemens and setting up a joint venture; the acquisition of a famous Shanghai essence producer by Kerry Group (U.S.A); the acquisition of a foreign-owned new-type coating company in Shanghai by French Parex Group, the sales of two environmental enterprises by a Hefei family to an US listed company;the sales of domestic and overseas business by a famous Zhuhai exhibition enterprise to a French group; the capital increase and acquisition of a foreign-owned company by a listed company; the overall merger and acquisition of an NEEQ company; the merger and venture investment of Dealeasy Electronic and asset and equity M&A projects of more than ten state-owned, private and foreign-invested real estate companies;
• Adjust the investment structure of a certain group from the UK, Nippon Paint, a certain group from Indonesia, a certain company from Singapore, etc. in China. Provided legal services including due diligence, design and argumentation of reorganization plans, drafting of legal documents, and communication with the government for numerous reorganization projects such as the domestic and overseas organizational restructuring of a certain Hong Kong-listed company, as well as the asset and debt restructuring and standardized operation of companies like a certain real estate group, a certain new energy battery company, a certain gas company, and a certain paper company.
• Provided legal services such as legal environmental investigation, investment plan design as well as negotiation for the project of a private group to acquire 40,000 acres’ farm in Tanzania;
• Provided legal services including investment plan design, negotiation, and acquisition document preparation for multiple domestic companies' acquisition of large-scale energy projects in Zimbabwe through overseas structures, as well as a domestic entity's acquisition of lithium ores in Namibia and Central Africa and a joint venture project.
• Designed different kinds of equity incentive schemes as well as drafted equity grant agreements for a certain company under Wahaha, a certain new energy vehicle company, a certain cloud disk company, a certain electronics company, a certain health technology company, and a certain logistics park development company in Hefei and many other companies;
• The special liquidation of a Sino-Foreign cooperation hotel – Shanghai Haijing Hotel (first special liquidation case of a foreign invested company in Shanghai); the compulsory liquidation of a joint venture in Wuxi (first compulsory liquidation case in Wuxi) and some difficult liquidation projects, such as Shanghai Shida, Jiaxing Shangyu.
• Represented dozens of varied shareholder interest disputes, equity transfer disputes, corporate governance disputes (including a dispute regarding an BVI company director damaging shareholder’s interest which was the first time such BVI company case being judged by BVI laws by Chinese court), especially being skilled in resolving disputes through non-litigation methods to realize win-win results.
Technology, Media and Telecommunication (TMT)
• Yang was formerly the deputy director of the Technology, Culture, Entertainment and Leisure Professional Committee of Dacheng China and was re-elected as the head of the TMT Business Group of Dacheng Shanghai Office. He has in-depth research and rich experience in technology contracts, the transformation of scientific and technological achievements, e-commerce law, domain names, etc. He was invited to attend the 2001 China's First E-commerce Policy and Law Seminar, the 2001 First E-commerce Legislation Forum, the 2017 Anti-Unfair Competition Enforcement Summit, and the 2018 Shanghai Data Security Legislation Expert Consultation Meeting, and delivered speeches or provided expert opinions. His essay Legal Issues on Domain Name and its Management has been collected in the book Economic & Legal Development under the Global Background (2002). His English essay Electronic Money and Relevant Legal and Regulatory Issues has been collected in the book Cash to Plastic: Issues and Perspectives published by ICFAI University, India. His essay Restructuring a Scientific & Unified Domain Name Management System was published in professional journal Electronic Intellectual Property Right, another essay International Business Arbitration of the Internet Age was published by China Daily, all of which have received widespread positive comments from professional insiders. He has also been retained as expert of the Domain Name Dispute Service Center affiliated to Domain Name Doctor Consulting Company. In addition, he made a key-note speech Legal Rules and Regulations against Internet Unfair Competition Behaviours at 2017 Unfair Competition Enforcement Summit.
• The representative cases led by Yang include:
• Provided all-round legal services for the new transaction system software development and integration, service outsourcing, technology and labour cooperation, international tender of equipment and data center construction of Shanghai Futures Exchange and China Financial Futures Exchange; And served as the legal counsel for the futures information technology company, a wholly-owned subsidiary of the Shanghai Futures Exchange, for over 20 years, providing comprehensive legal services for its business activities such as technical cooperation development, technical commission development, software licensing, system operation and maintenance, and service outsourcing.
• Provided legal services for the high-tech achievement transformation of CAS Center for Excellence in Brain Science and Intelligence Technology, the Shanghai Institute of Ceramics of CAS, Hefei Institute of Physical Sciences of CAS, as well as East China University of Science and Technology, such as intellectual property contribution, intellectual property transfer or licensing, technical cooperation, technical services, talent awards, shareholder structure and equity incentive design;
• Served as the legal counsel of Huaming High Technology Company affiliated to East China University of Science and Technology, and provided comprehensive legal services for technology transfer and technology investment, etc.;
• Provided comprehensive legal services for the series patent licensing and technology introduction of SPH, the joint venture and technology introduction of Solmag, series cooperative technological developments and commissioned technological developments for SHFE and CFFE, etc.;
• Provided legal services for large aircraft project such as the review and revision of interiors engineering master contract which involved many complex legal issues including general contract of several international companies, technology development, technology license and service, technology authentication, technical training, international purchase, joint investment;
• Provided overall legal services for an e-commerce platform under Wahaha including but not limited to the negotiation on the cooperation scheme and agreement of project company, the draft of financing agreement, the design of equity incentive scheme as well as the draft of complete set of legal documents, the legitimacy analysis, risk alert and legal advice on varied business modes and types, the draft of varied legal documents including various kinds of business cooperative agreement, 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-store platform construction/operation/maintenance, e-commerce marketing and promotion, transnational e-commerce as well as supply chain to the flagship stores of such brands as Dumex, Arla, Danone, Nestle, Pfizer on the e-commerce platforms including Taobao.com, T-mall, JD.com, Sunningshop.com, Dangdang.com, etc.;
• Provided overall legal support for the fresh food e-commerce platform and mobile phone courier-repair platform which are affiliated to SF Express (002352.SZ) including draft or review of various business contracts as well as issuance of legal opinions on data protection, point system, third-party payment and intellectual property protection, etc.;
• Provided legal services including but not limited to legal consultation and issuance of legal opinion for Shanghai Futures Information Technology on such issues as business license and accumulated-points system of its SimNow Finance Simulations Transaction Platform;
• Provided special legal services in relation to network compliance and data security for many foreign-invested companies and cross-border operating companies;
• Provide overall legal services for the establishment of e-commerce website, the establishment of luxury flagship store on relevant e-commerce platform as well as online community, or the construction of network platform ports for many clients such as Savills and Fairton;
• Provided legal services including but not limited to contract review for the APP development, operation as well as service of Lixia Information Technology, and such APP includes network output device, etc.;
• Provided special legal services for the cooperative development, commissioned development and game operations for several games such as NBA2K Online of 2K Games (Take Two’s subsidiary);
• Issued legal opinion for the issues in relation to the investment and operation in China of Spil Games;
• Provided special legal services such as deal structure design and transaction documents review for the introduction of strategic investors by an animation company;
• Provided comprehensive legal services for the establishment of Wuxi Life Science Park as well as the investment promotion thereof, and served as the legal counsel thereof;
• Served as the legal counsel for several new drug development enterprises such as Jiahe Biopharmaceutical Co., Ltd., an important subsidiary of listed company Watson Bio (300142), Agenix Biotech (Shanghai) Co., Ltd. which is a subsidiary of a listed company in Australia, Oculgen Biomedical Technology, Neuregen Biomedical Technology, Precedo, as well as Wijhealthcare, German Fraedrich Biotech, Ziehm Medicals, GenRx Holdings (subsidiary of HKR International Limited.) for many years. Provided comprehensive legal support for their new drug development, including research and development cooperation contracts, clinical trial contracts, drug production contracts, drug sales contracts, intellectual property licensing contracts, and financing-related capital increase agreements and shareholder agreements.
• Provided legal services such as cooperation mode design, agreement negotiation for the commission of operation and management of the world’s biggest exhibition center, Shenzhen International Exhibition Center by internationally recognized venue management agency, and also served as the legal counsel thereof;
• Served as a legal counsel to provide comprehensive legal services for Munich Trade Fairs such as co-hosting, exhibitors recruitment as well as media cooperation of many internationally recognized exhibitions including Bauma China, LASER World, Ispo China, Electronica & Productronica China(ePChina), Intersolar China;
• Served as a legal counsel to provide comprehensive services for Netherlands VNU Exhibitions such as co-hosting, exhibitors recruitment as well as media cooperation of varied exhibitions it hosted; and provided comprehensive services including cooperation negotiation, agreement draft for the projects such as Domotex Asia China Floor co-hosted by German Hannover and VNU, R+T Asia co-hosted by German Stuttgart and VNU, Milan Furniture Fair co-hosted by Italia Federlegno Arredo Eventi, TCT Asia co-hosted by UK Rapid News, as well as the acquisition of Singapore Aquarama Pet Show; and provide litigation legal services regarding anti-unfair competition to VNU;
• Served as legal counsel of Millsion Hills Golf Club, the sponsor of Omega Millsion Hills Golf World Cup, to provide comprehensive legal services during the entire event as to sports entertainment, advertisement, media, property rights, sponsorship and taxation;
• Provided comprehensive legal services for certain Zhuhai exhibition enterprise‘ selling out its domestic business to certain French exhibition group, including transaction structure design, 11 transaction documents negotiation as well as delivery instruction;
• Provided legal services such as due diligence, investment structure design, and drafting of investment agreements for Chengdu Wanhua Investment Group's investment in Shanghai teamLab Exhibition Hall.
• Handled domain name disputes and domain name acquisitions for Amazon, Nippon, a famous British transnational corporation and Bao Steel.
Real estate, Construction and Infrastructure
• Yang is proficient in the legal services regarding real estate and infrastructure’s development, operation, financing, merging and construction project and has been frequently invited to attend the legislation discussion of <Administration Measures on Franchise Management of Urban Infrastructure in Shanghai> as well as attend many experts meetings on BOT biding of offshore wind energy farm programs organized by Shanghai Development and Reform Committee as an legal expert, such as East China Sea Cross Sea Bridge Project and Changxing Island Project, etc. Besides, he has also been invited to attend experts meeting held by Shanghai City Water Authority about implementation rules and model contract for construction management of water conservancy projects.
• The representative cases led by Yang include:
• Provided comprehensive legal services on the land reserve and development, development financing, the PPP projects of relocation base as well as project construction, etc. of Changxing Island in Shanghai;
• Provided comprehensive legal services for the concessioned projects of Shanghai Hongqiao Wastewater Treatment Plants, Taihe Wastewater Treatment Plants, Zhuyuan First and Second Wastewater Treatment Plants as well as their reconstruction, the PPP project of Zhuyuan Fourth Wastewater Treatment Plants and Shanghai Rainwater Planning Project.
• Provided comprehensive legal services for some large real estate development projects, including the New Bund Garden, the Jinqiu California Garden, the Future Star Town covering project negotiation, portfolio design, project company establishment, land lease, project management, program design, early-stage development, financing, engineering design, construction, selection and purchase of materials and equipment, project assignment, real estate sales, preparation for property management, completion and delivery for use, early-stage property management as well as dispute resolution, etc.;
• Provided all-round legal services on development, sale and acquisition of various real estates in Shanghai, Jiangsu, Fujian and Hubei, etc. for Citic Guoan(000839.SZ);
• Provided legal consultations, development scheme design, comprehensive development agreement reviews as well as the other early-stage legal services for New Development Group for its investment and development Town of blessed health in Bama County, Guangxi;
• Provided legal services on overall transformation of the urban village in Caojiazhai Block on West Zhongshan Road in Shanghai;
• Provided full legal services for the World Trade Center project in Nanjing invested by a well-known international real estate fund and F&T Group, Citibank Tower, Expo Performance Centre (now as Mercedes-Benz Arena), and some factory-building constructions in Shanghai, Suzhou, Guangzhou, Huizhou, Dongguan, Chengdu and Tianjin for companies such as Akzo Nobel and its affiliates, Bausch+Linnermann, Solmag Group, Nippon Paint and its affiliates;
• Provided comprehensive legal services for the merger and acquisition of over a dozen of large real estate projects as well as the assignment of uncompleted buildings including Central Plaza (Wenhui-xinmin United Press Group Building), Nanjing World Trade Center, a major commercial real estate project in Xinjiekou of Nanjing, Jing’An Plaza, Hujin Plaza (SOHO Times), Xinxin Plaza, Jiangshan Plaza, 2-2 Block in Old West Gate of Shanghai,a block of Fuxing Road, Huangpu District, Shanghai, some Blocks in North High-tech Park of Shanghai, Yinyue Financial Center, Belle International Plaza in Shanghai, a International Plaza, a Culture Plaza, a block of New Hongqiao, Suzhou World Trade Center, a 600-acres land in No.1 of Kunshan Garden, a five-star hotel project in Jiangsu, a certain old villa of mixed ownership, a certain land in Zhangjiang Hi-tech Park, etc., and merger & acquisition of several domestic real estate companies, covering conducting due diligence, drafting and negotiating M&A agreement, dealing with the delivery and approval procedures, etc.; Among them, the real estate equity transfer project of the central square won the second prize of the "Golden Xie Award" for national lawyer business cases organized by the Ministry of Justice in its first edition.
• Led several real estate finance projects such as syndicated loan of RMB 15 billion Yuan for the development of Changxing Island in Shanghai, overseas mortgage syndicated loan case of Zhongshan Plaza;
• Provided legal services including draft and negotiation of management agreement and technical service agreement of Savills Residence Chain Serviced Apartment, provided legal services including draft and negotiation of hotel management and trademark license agreement of hotels such as Ramada Hotel;
• Provided legal services including draft of agreement and negotiation for property management of dozens of varied properties across the country managed by Savills, Fangzhou Building and Jinqiao Building;
• Provided comprehensive legal services for land expropriation of Thyssen-Krupp project;
• Handled dozens of varied types of major, hard and complex cases such as develop dispute between a developer and a force, payment dispute of Shanghai Lingang Sea Reclamation Project, property right dispute of Embassy of Poland in Republic of China, damage compensation dispute between certain overseas real estate fund and certain purchaser of real estate project as well as nearly one hundred other disputes relating to real estate co-operation, real estate lease & sale and construction project, etc.
Dispute Resolution
Yang is experienced in complex and difficult commercial dispute resolution and once represented a shareholder interest dispute between a director and a small shareholder of a foreign company and, it was the first time that such case was judged by foreign laws by Chinese court. Yang also supported one Singapore client in succeeding in commercial arbitration before HKIAC. Moreover, he has represented numerous clients in various arbitration cases at the China International Economic and Trade Arbitration Commission, the Shanghai International Arbitration Center, the Shanghai Arbitration Commission, the Beijing Arbitration Commission, and the Shenzhen Court of International Arbitration, as well as in various commercial litigation cases at courts at all levels in multiple provinces and cities across China. In addition, Yang has represented his clients to appear in courts at all levels all around China.The cases represented by Yang were selected in the "Typical Cases of Shanghai Court Extraterritorial Law Identification" issued by the Shanghai High Court and the "Major case headlines" of Wolters Kluk. Mr. Yang is particularly good at dealing with disputes over valuation adjustment mechanism (VAM) in litigation and non-litigation ways.
Yang's VAM cases include:
• Represented the earliest VAM disputes in China(2009). After several rounds of negotiations, Yang helped the investor to sign a share compensation agreement with the founding shareholders of the invested enterprise, thus avoiding litigation;
• Represented a high-profile share buyback dispute retrial case (The High People’s Court of Zhejiang Province);
• Represented the minority shareholders of a well-known English training company in Shanghai in the arbitration of share buyback dispute (Beijing Arbitration Commission), and successfully helped the minority shareholders avoid the responsibility of buyback;
• Represented a well-known state-owned enterprise in Xinjiang and a well-known private enterprise in a VAM dispute worth over 500 million yuan;
• Represented a fund of the Jinpu group and a certain environmental protection enterprise in Shandong and their actual controller in an equity repurchase dispute;
• Represented the GTJA Investment Group and the funds it established in multiple equity repurchase disputes as well as non-litigation negotiations;
• Represented multiple VAM disputes of Pudong Venture Capital in non-litigation handling;
• Represented for Shanghai Dehui Venture Capital Co., Ltd. equity repurchase dispute arbitration case (Shanghai Arbitration Commission) and execution (Suzhou Intermediate People's Court);
• Represented a fund company in a dispute lawsuit against the founding shareholder of a certain express delivery industry company;
• Represented a fund company in an arbitration case between the founding shareholder of a well-known e-commerce agency company and a certain quantitative investment fund management company;
• Represented a equity repurchase dispute between a Nanjing medical device company and a fund company, and successfully facilitated the settlement of the dispute;
• Represented a certain medical group in Zhejiang and a well-known fund in Hong Kong in a VAM dispute, and successfully facilitated its further sale of shares to the fund;
• Represented an investment company under a certain securities firm and the founding shareholders of two new energy enterprises in non-litigation negotiations for a VAM dispute;
• Represented the founder of a certain online marketing company and a certain well-known listed company in non-litigation negotiations for a merger VAM dispute;
• Provided comprehensive legal services including proposal suggestions, document drafting, and process control for the targeted capital reduction of a certain biotechnology company in Shanghai and a certain medical device company in Suzhou to private equity fund investors;
• Represented the founder of a certain new energy technology company in Shandong and a certain foreign-invested joint venture fund investor in a VAM dispute non-litigation negotiation.
• L.L.B of Fudan University (1992)
• L.L.M of University of Sydney Technology (2001)
• J.M of East China University of Political Science and Law (2001)
• Beijing Dacheng Law Offices, LLP (Shanghai) , 2015/3-now
• Haworth & Lexon, 2001/4-2015/3
• Zhongjian Law Firm,1995/5-2001/4
• CMST Southeast Co., Ltd,1992/7-1995/5
• Qualification of independent directors of listed companies
• Private Equity Fund: Practice on Risk Management, China Legal Publishing House, March 2018 (2 editions updated)
• Legal Handbook for Business Startup and Investment, China Legal Publishing House, June 2015 (2 editions updated)
• Legal Risk Control through Company Life:Practice & Case Analyses, China Legal Publishing House, June 2015 (2 editions updated)
• Legend of Start from Scratch: On Corporate Evolutions (Fa Shuo Shui Hu), China Legal Publishing House, August 2011
• Perfect Winning of Capital II: An Operation Guide for Investment & Financing: Models & Processes, China Legal Publishing House, April 2011 (4 editions updated)
• Perfect Winning of Capital: Laws & Policies for Investment, Mergers & Acquisitions, Financing, Private Equity and 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 and Processes, China Legal Publishing House, April 2009
• 108 FAQs on Laws for Entrepreneurs, Shanghai Scientific and Technological Literature Press, September 2007
• Member of International Bar Association
• Off-campus Professor of Law School of East China University of Science & Technology
• Off-campus Supervisor of Law School of Fudan University
• Off-campus Post-graduate Supervisor of East China University of Politics & Law
• Lecturer of PE Class for CEOs of Shanghai Jiaotong University
• President of University of Technology Sydney Shanghai Alumni Committee
• Panel Mediator with Mediation Center of CCPIT and CCOIC
• Arbitrator with International Arbitration Court of Rio de Janeiro
• Arbitrator with Huai’an Arbitration Commission, Jiangsu
• Arbitrator of Nantong Arbitration Commission
• Arbitrator of Tangshan International Arbitration Center
• Mediator of Xie Rong Commercial Mediation Center in Pudong New Area, Shanghai