Shenzhen

Administrative Contact:

Wang Zhen -
Tel. 86-755 3333 5088
Email: wangzhen@jtnfa.comcom

Contact Information:

-
Tel. 86-755 3333 5088
Email: shenzhen@jtnfa.com

Fortune Building, 11th floor
3 Fuhua Street, Futian District
Shenzhen, China 518048

Established in January 2003 with the approval of the Department of Justice of Guangdong Province, Beijing JN&T Shenzhen Branch is a law firm that focuses on finance, real estate and corporate affairs and has a headcount of some 30 lawyers and legal assistants who hold doctorate, master’s and bachelor’s degrees from key domestic universities as well as universities in Britain and Hong Kong, where they majored in law.

In 2008, Shenzhen Branch moved into Fortune Building, a high-rise building in the CBD of Shenzhen, where it occupies about 800 square meters of office space on the 11th floor. Pursuant to the requirement for the establishment of a unified business platform for both the head office and the branches across the country, the branch is equipped with a nationwide business management platform system, video conference call system and LAN system to provide clients with better professional services under the best and most efficient office conditions.

Upholding the service philosophy that centers on creating value for clients and leveraging the basic service mode of providing high-end specialized services and strong team services in a wide range of business fields, we have achieved excellent results in such fields as services for the banks and financial institutions in Shenzhen, litigation and arbitration, real estate and direct foreign investment, winning the good opinion and recognition of clients and others within the industry.

With the expansion and improvement of the legal service network and business fields of JN&T throughout the country, Shenzhen Branch has widened its services into securities and financing, risk financing (private equity), Customs-related affairs and intellectual property by continuously enhancing its professionalism to attract outstanding legal specialists. The provision of services has also broadened geographically to include the Pearl River Delta, Hong Kong and other important mainland cities. We will continuously strive to meet the growing needs of clients for legal services and work constantly to realize and create value for clients by providing specialized and team-based quality services.

Important Clients:

Shenzhen Branch provides excellent legal services in a variety of professional fields for clients including:

• Industrial and Commercial Bank of China, Shenzhen Branch
• Bank of China, Shenzhen Branch
• State Development Bank, Shenzhen Branch
• Minsheng Bank, Shenzhen Branch
• Bank of Communications, Shenzhen Branch
• Industrial Bank, Shenzhen Branch
• Pudong Development Bank, Shenzhen Branch
• Societe Generale, Shenzhen Branch
• Hang Seng Bank, Shenzhen Branch
• Shenzhen Office of China Orient Asset Management Corporation
• Shenzhen Office of Huarong Asset Management Corporation
• Shenzhen Office of Cinda Asset Management Corporation
• Ping An Property Insurance Company, Shenzhen Branch
• China Merchants in Hong Kong
• 8th Bureau of China Constructions
• Shenzhen Huaqiang Industrial Co., Ltd.
• Shenzhen Huaqiang Group
• South China Sea Oilfield Group
• Dazhonghua Group
• Jinguanghua Group
• China National Building Materials Group Corporation
• Xinhua Trust
• Hong Kong Chia Heir Group
• Sanjiu Enterprise Group
• Shenzhen Fortune Group
• Cathay International in Hong Kong
• Coastal Real Estate Holdings Group in Hong Kong
• Canadian Romac Inc.
• Danengsi Technology (Shenzhen) Co., Ltd.
• Southern Property Co., Ltd. of China National Real Estate Development Group Corporation
• Bionet Trade (Shenzhen) Co., Ltd.
• Shenzhen Wanke Property Management Co., Ltd.
• Shenzhen Nanhai Yitian Property Co., Ltd.
• Shenzhen Residential Property Management Co., Ltd.
• Haina Sports Goods (Shenzhen) Co., Ltd.
• Hubei International Trade Group
• Shenzhen Liaohe Oilfield Southern Investment Co., Ltd.
• Shenzhen Royal Suites and Towers
• Shenzhen Landmark Hotel
• Shenzhen CaiFu Hotel

Typical Cases

I. Banking and Financial Institutions

• Represented Shenzhen Office of China Orient Asset Management Corporation in a series of loan contract cases versus Shenzhen Materials Group

We represented the Shenzhen Office of China Orient Asset Management Corporation in a series of loan contract cases versus Shenzhen Materials Group (24 cases involving RMB 700 million yuan). By masterminding an overall lawsuit scheme and a plan for the reorganization of bank-enterprise liabilities, we finally cleared 440 million yuan worth of creditor’s rights for the client and, meanwhile, the Materials Group successfully completed both debt reorganization and company reorganization.

• Represented Industrial and Commercial Bank of China Shenzhen Branch in a series of loan contract cases versus Sanjiu Group

The 38 cases involved RMB 1.4 billion yuan, which had one of the largest case objects in the financial field of Shenzhen, and had significant influence in the whole country as well. Through effective and timely due diligence and property preservation measures, we were the first to secure sufficient acquittal guarantee for our client in the large number of financial creditors and provided an important basis for the successful debt reorganization of the entire Sanjiu Enterprise Group.

• Legal Services for State Development Bank Shenzhen Branch

As one of the few bid-winning cooperative law firms in Shenzhen, Shenzhen Branch provides clients with legal services in transfer and withdrawal, project review, syndicate loans, project financing, lawsuit (arbitration) agency, external investment, outbound loan programs and other necessary fields. The content of services mainly includes participation in the legal analysis, framework design and negotiations of the particular business of clients; review of the information and other accessory materials relevant to the particular business for the issue of legal opinions within the time limit required by clients; drafting, examination and revision of contracts, agreements and other legal documents related to the particular business; participation in the investigations and argumentation of the legal issues related to the particular business; analysis of the potential legal risks of the particular business for suggesting countermeasures and giving operation recommendations; appearance in lawsuit or arbitration cases as agent at the request of clients; and provision of other legal services.

II. Bankruptcy and Restructuring

● Represented Shenzhen Saige Market, Shenzhen Wanshanghui Industrial Co., Ltd. and China Electronic Group Company in the commercial restructuring case versus the commercial plaza of Shenzhen Electronic Technology.

We represented Shenzhen Saige Market and Shenzhen Wanshanghui Industrial Co., Ltd. in 18 rounds of difficult and meticulous negotiations with China Electronic Group Company over the commercial restructuring of the commercial plaza on floors 1~4 of the Shenzhen Electronic Technology Building, which totaled nearly 30,000 square meters and was worth RMB 1 billion yuan before a blanket agreement was reached finally to cover commercial leasing, investment operation, solution of left-over past issues, management of property and market, and distribution of advertising rights and interests. The leasing operation term under the agreement was as long as 14 years. The agreement, which is all-sided, precise and careful in the division of rights and obligations, has resulted in natural and smooth cooperation between the partners and good benefits so that the building has now become a famous digital plaza on the electronics street along North Huaqiang Road, Shenzhen.

● Whole-process Legal Services for the Project of Fortune Building of the Times Fortune Group

Located at the heart of the CDB in Futian District, Shenzhen, the building is a high-rise comprehensive complex that integrates business, offices, leisure and recreation. It is an important development project for which the Times Fortune Group holds great expectations.
Thanks to their in-depth research on the laws for architectural real estate and rich experience in this regard, our lawyers provided the project with whole-process legal services that covered land purchase, development, sales and property management, winning the high opinions of the Group. The building has now been delivered for use without incident.

III. Direct Foreign Investment

• Acquisition of Subsidiaries of the Sanjiu Group by Cathay International

Listed on the London Stock Exchange, Cathay International is a large multinational investment group that focuses on investing in projects in mainland China. As authorized by Cathay, Shenzhen Branch acted as its legal counsel in its acquisition of quality assets of the pharmaceutical industry in China and provided whole-process services for Cathay that addressed two subsidiaries under Sanjiu Group, including due diligence, development of acquisition plan, drafting of agreement, assistance in securing government approval for the transfer of stock equity, fulfillment of the formalities for change of registration and establishment of an overseas platform for the acquiring party. We helped Cathay successfully complete the acquisition of the two target companies at a cost of more than 20 million USD in total by drawing up a plan for the blanket solution of the creditor’s rights and the debts of Sanjiu Group when the group found itself in a complicated situation of major reorganization.

• Establishment of a Platform in China for Cathay International in Its Investment & Operation Related to the Pharmaceutical Industry

Following the acquisition of the subsidiaries under Sanjiu Group, Shenzhen Branch was appointed permanent legal counsel of Cathay International in China. From 2005 to the present, we have provided Cathay International with the establishment of a platform in China for investment and operation involving the pharmaceutical industry that is composed of a number of foreign investment subsidiaries and whole-process legal services, including due diligence, design and implementation of acquisition plan and drafting of overall agreement for 12 target companies.

• Acquisition of Hubei Yichang International Trade Group by Canadian Romac Inc.

Romac Inc. is a multinational investment company in Canada that specializes in commercial real estate projects. As authorized by Romac, Shenzhen Branch acted as legal counsel in its acquisition of Yichang International Trade Group, a flagship enterprise in the large retail industry of Hubei Province and provided Romac with whole-process services that addressed the Group, including due diligence, development of acquisition plan, drafting of agreement, assistance in securing government approval of the transfer of stock equity and fulfillment of the formalities for change of registration. We assisted Romac in successfully getting into the Group to become its largest single shareholder. This project of merger and acquisition was listed as a key investment attraction project of Hubei Province in 2006 by the provincial government. After completion of merger and acquisition, Romac appointed Mr. Arthur Liu, senior partner of Shenzhen Branch, non-executive director of the Group and proposed that the Group should hire Shenzhen Branch as its permanent legal counsel in an expression of full recognition of and confidence in the quality legal services of Shenzhen Branch.

IV. Intellectual Property

1. Patent

● Taiwan Xiquan Company versus Guangdong Provincial Intellectual Property Office in an Administrative Lawsuit Case of Patent Violation

After Guangdong Provincial Intellectual Property Office made the punishment decision on patent violation, Shenzhen Branch represented Taiwan Xiquan Company in filing an administrative lawsuit. After careful investigation, analysis and contrast, we won the lawsuit in the first and second instances and avoided heavy losses for the client.

2. Trademark

● Represented Shantou Jinnan Chemical Co., Ltd. in a lawsuit against the Trademark Review and Adjudication Board of the State Administration for Industry and Commerce concerning “ICT and logo” trademark oppositions

With Shenzhen Branch acting as agent, this was one of the earliest Chinese cases where trademark review was solved through procedures and has great significance for judicial practices. By leveraging their careful study of the substantive trademark law system and accurate judgment about trademark review procedure, our lawyers won the case in the first instance and avoided inestimable economic losses for the client.

V. Labor and Employee Benefits

● Represented Danengsi Technology (Shenzhen) Co., Ltd. in responding to arbitration proceedings for a labor contract dispute caused by the study loans for employees

Having accepted the client’s authorization, Shenzhen Branch took flexible countermeasures in the arbitration proceedings, skillfully applied the provisions in the labor contract on position adjustment and exerted reasonable and legal pressure on both sides for mediation by taking into account the agreement they concluded on employee training, thereby finally defusing the antagonism between the two sides and reaching a satisfactory compromise over the labor dispute.

● Represented Southern Property Co., Ltd. of China National Real Estate Development Group Corporation in arbitration proceedings for a labor contract dispute caused by employees leaving their posts without approval

In the case where employees who left their posts without approval demanded termination of the labor contract and economic compensation, we improved and organized relevant evidence, cited a large number of relevant laws and regulations as well as precedents and fully verified the facts, thereby leading to an objective, just and convincing arbitration award. The participation of Shenzhen Branch not only reversed the disadvantageous position of the client in labor arbitration proceedings as an employer, but also fully safeguarded its legitimate rights and interests.

● Shenzhen Panchina Certified Accountants Co., Ltd. versus Sun Jian et al in a case of labor contract dispute

The difficulty of the case lay not only in the common facts of labor disputes, but also in issues related to the annexation of the client’s enterprise that accompanied the occurrence of the labor dispute, which made the case quite complicated. After taking up the case, Shenzhen Branch combed through the relevant provisions of the Company Law and the Labor Law, effectively divided the disputes into different fields for solution and cited a large number of valid laws, regulations and precedents concerning labor disputes, thereby accumulating good experience and setting up a case for settling the labor dispute over settlement with employees caused by non-local annexation of the enterprise.

VI. Litigation and Arbitration

● Bank of China Co., Ltd., Shenzhen Branch versus Shenzhen Saige Dasheng Co., Ltd. and Xinjiang Hongda Real Estate Development Co., Ltd. in a loan dispute case

The object of the case was nearly RMB 200 million yuan. After all the leading financial institutions took proceedings, Shenzhen Branch was authorized by the client to start the litigation preservation and made a major breakthrough through rigorous and meticulous investigation. The case became a paragon of success in finding the clues leading to executable properties and was very highly spoken of by the client.

● Represented Hubei Gezhouba Sanlian Industrial Co., Ltd. as Chinese Lawyer in Suing Robinson Helicopter Company Inc. in a dispute over a faulty helicopter product

The case involved a dispute over personal injuries caused by a defective helicopter. Through the arbitration and judicial proceedings at Stockholm International Commercial Arbitration Court and the California Supreme Court, we won the case for the client in mainland China and received a judgment for RMB10 million yuan of compensation.

● Beijing Shenzhou Digital Co., Ltd. versus Shenzhen Xinyulong Information Co., Ltd. in a case of a trade contract dispute

The main difficulty of the case was a lack of complete and sufficient evidence. In the unfavorable situation of the client losing in the trial of first instance by acting on its own, Shenzhen Branch obtained crucial evidence during the second instance through rigorous and efficient work and caused the parties to reach a compromise, thereby fully safeguarding the legitimate rights and interests of the client. The case can serve as a paragon of turning a defeat into a victory by producing crucial evidence in the second instance.

● Represented Bank of China Shenzhen Branch in a dispute over damages with the liquidation team for Beihai Company of Pubei County Materials Corporation and Dongxing International Travel Service

The plaintiff claimed for RMB 25.8 million yuan on grounds of the bank’s fault in account creation and account transfer. The claim of the plaintiff was rejected in both instances and the client won the case.

VII. Merger and Acquisitions

● Acquisition of Chenzhou Dongjiang Jinlei Cement Co., Ltd. by China National Building Materials Group Corporation

As a large group enterprise directly under the State-owned Assets Supervision and Administration Commission of the State Council, China National Building Materials Group Corporation (“CNBM”) produces and sells cement as an important part of its business. For CNBM, the acquisition of competitive local enterprises is an effective route of realizing its goal of becoming larger and stronger and increasing benefits. Chenzhou Dongjiang Jinlei Cement Co., Ltd. (“Jinlei”) is a competitive leading enterprise producing new dry-type cement in Hunan Province that intended to enter the capital market by issuing its shares publicly and getting listed. Through the acquisition, CNBM can achieve its strategic objective of fast expansion and Jinlei can get listed indirectly through CNBM to reduce the risks of direct listing and achieve a win-win result. As the legal counsel of Jinlei for its public offering of shares and listing, we were also hired as the legal counsel for the acquisition and, as such, took part in all the links, including argumentation of acquisition mode, participation in consultations and negotiations and drafting of legal documents, and provided all-round legal services for the acquisition.

VIII. Real Estate

● Shenzhen Fortune Building Project

Fortune Building is a high-rise office building project in downtown Shenzhen. As the lawyer providing legal services for the developer, Shenzhen Branch has provided whole-process legal services for the project in land acquisition, development, sales and financing. The project has now become a landmark structure in downtown Shenzhen.

● Century Spring City Project

This is a large residential project in Shenzhen and was developed in four phases. As the lawyer of the investor, Shenzhen Branch contributed to the smooth development and construction of the project through innovative plan design so that the project has practical significance in the house building field.

IX. Securities and Financing

a) Listing

Listing on Overseas Market--

● Haina Sports Goods (Shenzhen) Co., Ltd. got listed on AIM of Britain

Authorized jointly by Haina Sports Goods (Shenzhen) Co., Ltd. (“Haina Ltd.”) and its parent company Hainan Industrial and Trading Company (Hong Kong), Shenzhen Branch served as the Chinese legal counsel of Haina Ltd. in its efforts to get listed in AIM of Britain through its offshore holdings company PAQ International Holdings Limited. We provided the company with whole-process legal services, including due diligence, correction of legal flaws, revision of prospectus and issue of legal opinions on listing, and assisted in getting the listing in AIM of Britain in May 2008 through PAQ International Holdings Limited.

b) Risk Financing (Private Equity)

● Affairs related to the trust financing project of Fujian Lianhua International Trust & Investment Co., Ltd.

Authorized by the client, Shenzhen Branch completed the due diligence in Zhuhai and Zhenjiang in respect of the target units that the client intended to issue corporate bonds to --- Zhuhai Zhaohe Investment Co., Ltd. and Zhenjiang Hexiang Property Co., Ltd. --- and issued a written report to the client. The timely and satisfactory fulfillment of client’s requirements received favorable comments.