We may act as the attorney for the issuer or market makers (sponsor) by providing legal services in an oversea initial public offering for fund raising (including the National Equities Exchange and Quotation (NEEQ) and post IPO fund raising transactions. We may also act as attorney by providing legal services in the reorganization of State-owned enterprises and private enterprises, private equity placement as well as other types of securities transactions.

Initial Public Offering/SPAC/NEEQ Offering / SPAC

• Providing proposal for organization and formulating post merger reorganization plan (which includes setting up an offshore “red chip” structure) ;

• Conducting legal due diligence exercise and drafting due diligence report;

• Assisting client in streamlining corporate governance structure and/or system, and resolving any problems uncovered during due diligence exercises;

• Assisting client in preparing prospectus/registration statement/listing application documents and other relevant documentation;

• Providing specific legal advice and specific legal opinion;

• Assisting client in approval and registration of changes process;

• Formulating employees incentive plan/stock option plan and providing relevant legal services;

• Pre IPO advisory services;

• Providing legal services pertaining to private placement transaction;

• Providing legal services on the issuance of preference shares;

• Providing legal services pertaining to market cap management.

How can we assist you in effecting a SPAC merger transaction?

Our team can assist you in preparation for a successful merger with an appropriate US, Singapore or Hong Kong SPAC, we will provide you with a package of pre-IPO advisory services to assist you in shaping up the company in compliance with the relevant listing rules and be ready for the said merger. Such advisory services will include:

• Assisting the company in conducting an overall review of the group and assisting the company in refining or formulating a business development plan;

• Setting up an offshore structure to effect the transaction;

• Working with our tax associate in advising you on the taxation implication on the potential merger transaction and if you deemed necessary, the setting up of a family wealth management trust scheme in light of the eventual listing through SPAC merger;

• Reviewing your compliance status and if necessary, assisting you in setting up a compliance management system which is a prerequisite continued listing condition for all listed companies;    

• Identifying an appropriate available SPAC；  

• Assisting you in engaging professional firms (law firm and investment banking firm);

• Assisting you in the negotiation with the SPAC throughout the entire De- SPAC transaction;

• Recommending to you appropriate market makers and assisting you in conducting road shows and negotiation with pipe investors;

• Providing all necessary post merger advises and services such as compliance management as a listed company, duties and responsibilities of director and senior management of a listed company, investors’ relation matters, disclosure and filing requirements under relevant listing rules, etc.; and

• Such other matters as and when required

Equity Fund

• Planning and the setting up of private equity investment fund management companies;

• Advising on corporate governance and daily operational matters of private equity investment fund management companies;

• Providing legal opinion on the registration of private equity investment fund manager;

• Providing specific legal opinion on material changes of private equity investment fund manager matters;

• Providing legal services on specific issues pertaining to private equity investment fund investment and management;

• Assisting fund management organization in setting up different type of private equity investment fund;

• Providing general legal services on due diligence exercise and drafting transaction documentation pertaining to different type of private equity investment fund;

• Assisting investment fund management companies in post investment management matters;

• Assisting foreign investors in setting up local investment fund in China;

• Assisting investment fund in implementing exit strategy through merger & acquisition, or initial public offering;

• Assisting in the resolution of disputes relating to investment fund.