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Cross-border Speculation, Perfection-Sheng Dian Wang Yongjing Lawyer Team

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2021.08.19

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Twenty years ago, Wang Yongjing, a lawyer who had just completed two years of practice and represented a large number of financial non-performing assets in a provincial capital, accidentally saw Milton. W. Swick's "Developing and Managing a Successful Law Firm" has a passage to the effect that "legal judgment + business insight = professional solution", which makes Wang Yongjing's lawyer enlightened and empathize. A year later, Lawyer Wang Yongjing was promoted to partner and deputy director of the law firm at the top financial legal services firm in the province. Two years later, lawyer Wang Yongjing gave up the relatively solid accumulation of resources and the favorable life just around the corner in the provincial capital. He came to Shenzhen alone and started his career as a lawyer with those words in mind. Over the past 20 years, lawyer Wang Yongjing has been rooted in the Guangdong-Hong Kong-Macao Greater Bay Area, focusing on commercial legal services such as mergers and acquisitions, investment and financing, real estate, tax law and taxation.

 

In this paper, through the sharing of practice experience and team introduction, I hope to enhance the communication and exchange between Wang Yongjing's lawyer team and clients, peers and all sectors of society.

 

(Wang Yongjing's lawyer team)
 
They're colleagues
 
Wang Yongjing's lawyer team is an open, inclusive and compound young team. The team absorbs potential members and regard them as colleagues in order to make common progress. They are:

 

 

Lawyer Wang Yongjing, Director and Senior Partner of Shengdian Law Firm, Director of Tax Law Research Center of Shengdian Law Firm, Arbitrator of Shenzhen International Arbitration Court (South China International Economic and Trade Arbitration Commission), Bachelor of Law from Guizhou University, Master of Accounting from Wuhan University, Doctor of Law from Wuhan University, Peking University and UMT jointly trained a doctorate in business administration, and studied one-year Anglo-American law courses at the University of Hong Kong.

 

Lawyer Wang Yongjing is a compound expert lawyer, with working experience in banking, corporate finance, engineering project management, law firms, fiscal and taxation consulting agencies, etc., and is good at combining "legal professional (industry)" experience to solve major and difficult legal issues for clients. The field is non-litigation affairs and related dispute resolution in the fields of company, finance, real estate and construction engineering, tax law and taxation.
 
Lawyer Wang Yongjing practices the unity of knowledge and practice, and has successively obtained professional qualifications such as lawyer, registered tax agent, economist (finance), accountant, registered asset appraiser, real estate appraiser, registered consulting engineer (investment), Australian public accountant, etc. The examination has obtained the securities qualification in mainland China (investment banking, analysis, brokerage), fund qualification and listing sponsor representative qualification approved by the Hong Kong Securities Regulatory Commission.

 

 

Lawyer Liao Sufang, partner of Shengdian Law firm, deputy director of the Business Development Committee, member of the International and Hong Kong, Macao and Taiwan working Committee of the 10th Shenzhen Bar Association, Master of International Law of Zhongnan University of Economics and Law, Master of Economics of Peking University, excellent student of the 10th Young lawyer Seminar (M & A direction) of Shenzhen Bar Association, has been awarded as excellent editor of Shengdian lawyer Review several times. The main areas of practice are mergers and acquisitions, asset management and project investment and financing, commercial dispute resolution and bankruptcy liquidation.

 

 

Lawyer Yuan Wen, partner of Shengdian Law Firm, member of the Tax Law Research Center of Shengdian Law Firm, Bachelor of Law from Northwest University of Political Science and Law, Master of Criminal Law from Guizhou University for Nationalities, participated in the special training on the theory and business practice of bankruptcy administrators sponsored by the Chinese Society of Behavioral Law. Have legal professional qualifications, securities qualifications. The main areas of practice are mergers and acquisitions, project investment and financing, capital markets and securities business, urban renewal and civil and commercial dispute resolution.

 

 

Lawyer Wang Zhihong, full-time lawyer of Shengdian Law Firm, Bachelor of Law from Sun Yat-sen University, Bachelor of Economics (Finance) from Foshan University of Science and Technology, participated in the capital market business training of Guangdong Lawyers "Talent Program. Specializing in legal analysis, reasoning and writing, he is a contributing writer for Shenzhen Lawyer magazine. He has successively obtained professional qualifications such as lawyer, securities practice qualification (investment banking, brokerage, analysis, fund), accounting practice qualification, fund practice qualification, futures practice qualification, etc., and passed the examination of asset appraiser's asset evaluation foundation and asset evaluation related knowledge subject, and has good knowledge of law, finance and accounting. The main areas of practice are civil and commercial litigation and arbitration, corporate legal counsel, due diligence on commercial transactions, mergers and acquisitions, capital markets and project investment and financing.

 

 

Lawyer Liu Shuangshuang, full-time lawyer of Shengdian Law Firm, researcher of the Tax Law Research Center of Shengdian Law Firm, Bachelor of Law from Southwest University of Political Science and Law, Master of Law from Sun Yat-sen University, and received summer training certificates in international tax law from Fudan University and Leiden University in the Netherlands. Lawyer Liu Shuangshuang is a compound lawyer with a complex knowledge background and structure of law, finance, finance and taxation. He has successively obtained professional qualifications such as lawyer, certified public accountant, certified tax agent, accounting qualification, securities qualification, fund qualification and so on. The main areas of practice are corporate mergers and acquisitions, project investment and financing, capital markets and securities business, tax law consulting and tax planning, and civil and commercial dispute resolution.

 

 

Lawyer Kong Weihui, full-time lawyer of Shengdian Law Firm, researcher of Tax Law Research Center of Shengdian Law Firm, double bachelor of economics (taxation, finance) and master of economic law from Zhongnan University of Economics and Law, obtained legal professional qualification, tax agent qualification, securities qualification and fund qualification. The main areas of practice are mergers and acquisitions, finance and asset management (including asset securitization), tax consulting and planning, civil and commercial litigation and arbitration.

 

 

Lawyer Zhao Qianqian, full-time lawyer of Shengdian Law Firm, Bachelor of Law from China University of Political Science and Law, Master of International Economic Law from City University of Hong Kong, with legal professional qualifications. The main areas of practice are civil and commercial litigation and arbitration, mergers and acquisitions, capital markets and securities business, bonds, bankruptcy liquidation and so on.

 

 

Cai Deyao, an intern lawyer from Shengdian Law Firm, has a bachelor's degree in law from Wuhan University and a master's degree in civil and commercial law from Wuhan University. He has a legal professional qualification. The main areas of practice are corporate mergers and acquisitions, bonds, bankruptcy liquidation and other non-litigation business, as well as civil and commercial litigation and arbitration.

 

Broad View and Specialized Research
 

"Practice is the only criterion for testing truth". Legal norms need to be tested and sublimated in practice, and legal norms can only be revitalized when they are combined with practice. However, the cognition, understanding and dialectics of practice (or event) usually do not rely on legal provisions or legal theories. "Legal disputes are often not caused by the law, and the law does not solve all problems", why not? If you can't understand the network schedule diagram, how can you understand that a certain work does not affect the total schedule, so as to defend the delay and imputation proposed by the other party. Can't distinguish the significance of net profit, operating profit and net operating cash flow to different types and stages of enterprises, and how to accurately design the performance gambling scheme of investment and acquisition for customers.

 

"Broad view and appointment" (Su Shi's "Jia Shuo Sends Zhang Hu"). Lawyers are legal experts, but also need to be miscellaneous, need knowledge and experience outside the law. The terms of the contract, legal provisions or legal theory, etc., need to be multi-professional, multi-perspective interpretation and analysis, and strive to be profound and accurate, in order to discover the true meaning or connotation, or to explore the most reasonable and favorable explanation. In other words, only when you know the business can you become a legal expert, have business and other related knowledge and insight, combined with legal judgment, can you better serve customers.

 

In view of this, Wang Yongjing's lawyer team welcomes outstanding talents with illegal legal background to join, and also requires team members not to be satisfied with legal knowledge and experience, but to accumulate relevant professional knowledge and experience, so that broad view and specialized research can complement each other.
 
Experience and Logic
 
Experience does not produce originality, logic will. Experience goes a long way towards improving efficiency and avoiding mistakes. However, affairs are often new and experience is still the same. If we rely too much on experience and precedent, we will easily fall into the stereotype of empiricism, limit independent thinking and judgment, and be helpless in complex and new affairs. If the logical structure is not solid, the more knowledge and experience you have, the more confused you may be. Logic is like the mechanical structure of architecture, jurisprudence is like concrete, and legal knowledge is like bricks and tiles. Without high-quality mechanical structure, concrete has nowhere to attach, and bricks and tiles fall to the ground. Without logic, knowledge is likely to be a burden on problem solving.
 
In the design of the transaction structure, in the settlement of disputes, to review the logic with experience, to refine the experience with logic, not blindly follow, not credulous, independent thinking, continuous reflection, the analysis of facts and legal issues into the whip. In this way, Wang Yongjing's lawyer team always has experience and original ideas when dealing with complex and difficult cases.
 
Career and ambition
 

The lawyer's profession starts with work, then with career and finally with ambition. For those who work, things are not in "work" but in "industry"; for those who work, industry is not in "matter" but in "ambition". On the theory of lawyer career, good performance and good team management can be regarded as career. The essence of legal practice, willing to share and spread ideas, can be regarded as ambition. If performance or team size is used as an indicator, the team managed by lawyers and the performance created is much lower than that of industry and commerce. Only by continuous learning and sharing can the lawyer profession become a career and find a career destination and confidence.

 

To this end, Wang Yongjing's lawyer team deeply studied the theory of civil and commercial law, and practiced philosophical and reflective methodology to solve the complicated and complicated legal affairs. After all, the difference between three minutes to understand the essence of the case and three hours to clarify the main points of the case lies not in the difference between cost and efficiency, but in whether you are good at grasping the winning goal. Wang Yongjing's lawyer team keeps writing, because, for new knowledge and new things, understanding is not understanding, explaining is understanding, and writing is understanding.
 
Shouzheng and surprising
 

As the saying goes, to solve problems, one must be correct and surprising. However, there are different opinions on what is meant by keeping upright and what is surprising. Many people have no intention of "keeping upright" on the road of keeping upright and surprising ". "Those who were good at fighting in the past are invincible first, so that they can be defeated by the enemy" (Sun Tzu's Art of War. Military Shape). According to this, Wang Yongjing's lawyer team went out of their way to win after investigating the background of the case, judging the pros and cons, and grasping the favorable offensive and defensive situation.

 

"Thick accumulation but thin hair" (Su Shi's "Jia Shuo Sends Zhang Hu"). As far as a lawyer's practice is concerned, accumulation is the basis for keeping the integrity surprisingly. Lack of clear logic, solid legal theory, experience accumulation and surprise, such as the loss of the long-term attack, often exposed the weakness and eventually failed. Based on the foregoing, Wang Yongjing's team of lawyers has always insisted on not sticking to the rules but also striving to win in stability when dealing with the legal affairs and disputes of clients.
 
Non-litigation and litigation
 

The contradiction of things creates a negative spiral of negation. Non-litigation and litigation, once light, should be promoted. Non-litigation, can be trained in order, logic, the accumulation of industry or professional knowledge, for the litigation to lay a solid foundation. Litigation, tempering and thinking, summarizing the risks and lessons in judicial practice, can help non-litigation transaction negotiation and risk prevention and control skills. It can be said that without the foundation of non-litigation, litigation is easy to be unconventional; without litigation experience, non-litigation is often on paper.

 

Non-litigation and litigation, the goal is no litigation. In non-litigation business, comprehensive litigation thinking and risk experience, strictly prevent the customer's trading objectives and trading risks, so that the transaction is flexible and not deformed. In dispute resolution, combined with the knowledge and experience accumulated in non-litigation, explore the balance of interests of both parties, innovate solutions, or turn fighting into jade, or win without fighting, so as to achieve "litigation" and "no litigation".
 
Remarkable performance
 
Wang Yongjing's lawyer team insists on both non-litigation and litigation business, and always pursues to complement each other, therefore, in recent years, Wang Yongjing's lawyer team related performance is more outstanding.
 
(I) companies and M & A representative projects
 
1. Jingji Group Co., Ltd. acquired 100% equity of Shenzhen Huachao Investment Holding Group Co., Ltd. and indirectly acquired shares of Kangdaer Co., Ltd. (stock code: 000048);
2. China-Singapore Suzhou Industrial Park Development Group Co., Ltd. initial public offering of RMB common shares (A shares) and listing projects;
3. Shenzhen Jingyou Network Technology Co., Ltd. applied for the whole process legal service project of listing in the national small and medium-sized enterprise share transfer system;
4. New Haiyi Technology Group Co., Ltd. (002089) share repurchase comprehensive legal service project (share repurchase and equity incentive);
5. New Haiyi Technology Group Co., Ltd. paid cash to purchase assets (acquisition of the controlling interest of Shaanxi Tongjia Automobile Co., Ltd., a state-owned enterprise);
6. New Haiyi Technology Group Co., Ltd. (listed company) to acquire Jiangxi XX Co., Ltd. equity project;
7. Shenzhen BYD Automobile Sales Co., Ltd. participates in the equity project of Guangdong XX Electric Vehicle Operation Co., Ltd. (the company to be listed);
8. Shenzhen BYD Auto Sales Co., Ltd. participates in the equity project of Shanghai XX Software Technology Co., Ltd;
9. Shenzhen BYD Auto Sales Co., Ltd. participates in the equity project of XX (Tianjin) Financial Leasing Co., Ltd;
10. Shenzhen BYD Auto Sales Co., Ltd. participates in the equity project of Zhejiang XX New Energy Automobile Co., Ltd;
11. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Hebei XX Natural Gas Sales Co., Ltd;
12. Shenzhen Shenburn Innovation Investment Co., Ltd. acquired the equity project of XX Gas Transmission and Distribution Equipment Co., Ltd;
13. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Cixi Haichuan Natural Gas Pipeline Network Construction Management Co., Ltd; 
14. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Nanchang Shenran Gas Equipment Co., Ltd;
15. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Shilin Jupeng Natural Gas Management Co., Ltd;
16. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Maitreya Jupeng Natural Gas Management Co., Ltd;
17. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Yuxi Jiangchuan District Gas Management and Development Co., Ltd;
18. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Jianshui County Jupeng Gas Operation and Development Co., Ltd;
19. Shenzhen Gas Investment Co., Ltd. acquired the equity project of Gaoyou Anyuan Gas Co., Ltd.
 
(II) Representative items in the financial management category
 
1. A well-known life insurance company in Shenzhen used insurance funds to increase capital and acquire the equity and assets of Shanghai XX Hotel Investment Co., Ltd;
2. China Merchants XX Asset Management Co., Ltd. holds the equity project of HengXX Financial Investment (Shenzhen) Co., Ltd. by way of capital increase through the investment pooled fund trust plan;
3. A well-known life insurance company in Shenzhen used insurance funds to increase capital and acquire equity and commercial real estate projects under the name of Guangxi XX Investment Management Co., Ltd;
4. A well-known life insurance company in Shenzhen used insurance funds to increase capital and acquire the equity of Nanning XX Investment Co., Ltd. and its real estate projects;
5. A well-known life insurance company in Shenzhen used insurance funds to increase capital and acquire equity income rights and real estate equity projects of Shenzhen XX Investment Company Limited;
6. A well-known life insurance company in Shenzhen acquired the share project of Shenzhen Maisheng Phase II Equity Investment Fund Enterprise (Limited Partnership);
7. A well-known life insurance company in Shenzhen acquired the share project of Shenzhen Maisheng Phase III equity investment fund enterprise (limited partnership);
8. A well-known life insurance company in Shenzhen acquired the share project of Shenzhen Maisheng Phase IV Equity Investment Fund Enterprise (Limited Partnership);
9. Shenzhen Huangting Group Co., Ltd. trust loans to establish capital management plan projects./span>

 

(III) Representative cases of commercial dispute resolution

 
1. Guojin Securities Co., Ltd. v. Shenzhen Zhongheng Huizhi Investment Co., Ltd. Asset Management Contract (Structured Financing) Contract Dispute (Sichuan Provincial High Court, Supreme People's Court);
2. A Securities Co., Ltd. v. Shanghai BY Investment Management Co., Ltd. (Beijing Arbitration Commission);
3. Shenzhen Hongta Asset Management Co., Ltd. v. Shenzhen Zhongheng Huizhi Investment Co., Ltd. (Zhejiang Provincial High Court);
4. Shanghai Lazy Asset Management Company v. Shenzhen Zhongheng Huizhi Investment Co., Ltd. asset management contract (nested financing) lawsuit; 
5. Shenzhen Qianhai Yuanquan Asset Management Co., Ltd. v. Shenzhen XX Investment Co., Ltd. asset management contract (structured financing) dispute;
6. Xinhaiyi Technology Group Co., Ltd. and Shaanxi Tongjia Automobile Co., Ltd. v. Hunan TEDA Enterprise Management Co., Ltd. and Sujinhe share transfer contract dispute;
7. Xinhaiyi Technology Group Co., Ltd. v. Hunan TEDA Enterprise Management Co., Ltd. (dispute over equity transfer and performance compensation);
8. Suzhou XX Information Technology Group Co., Ltd. and Shaanxi Tongjia Automobile Co., Ltd. v. Hunan TEDA Enterprise Management Co., Ltd. and Sujinhe (China International Economic and Trade Arbitration Commission);
9. Taier Heavy Industry Co., Ltd. v. Cao and others in the purchase of assets and profit compensation dispute (Anhui Provincial High Court);
10. Hangzhou Guanghan Xinghua Investment Partnership v. Shenzhen Zhongheng Huizhi Investment Co., Ltd. and other nested financing contract disputes;
11. Hangzhou Guanghan Xinghua Investment Partnership v. Anke Robotics Co., Ltd. and other financial loan contract disputes (transfer of income rights of accounts receivable);
12. Hangzhou Guanghan Xinghua Investment Partnership v. Shenzhen Zhongheng Huizhi Investment Co., Ltd. and other financial loan contract disputes (transfer of stock income rights);
13. A joint-stock commercial bank v. Dehong XX Mining Group Co., Ltd. and other financial loan disputes (Sichuan Provincial High Court);
14. A joint-stock commercial bank v. Yingjiang XX Industrial Co., Ltd. and other financial loan contract disputes (Sichuan Provincial High Court);
15. A joint-stock commercial bank v. Xichang XX Industry and Trade Co., Ltd. and other financial loan contract disputes (Yunnan Provincial High Court);
16. Guangxi Qinzhou Shenneng Petrochemical Development Company v. International Business Department of Guizhou Branch of China Construction Bank (Supreme People's Court);
17. China Construction Bank Guizhou Branch v. Guizhou Dongjiu Co., Ltd. and Shenzhen Energy Group Co., Ltd. (Supreme People's Court).
 
(IV) Tax Law and Tax Representative Items
 
1. Tax-related services for the transfer of equity (including property) of Shenzhen HJW Technology Co., Ltd;
2. Shenzhen TBC Investment Consulting Co., Ltd. transfer XSD hotel project tax-related services;
3. Tax-related services for equity restructuring and transfer projects of Nanjing JT Company and HZT Company;
4. Shenzhen ZZ Real Estate's acquisition of Shenzhen PW Industrial Company and the overall property (Zhongzhou Central Park project), as well as the overall transaction design and tax-related services for the liquidation of Puwei Industrial;
5. Shenzhen JD Jewelry Co., Ltd. acquired the full tax-related services of Shenzhen Sha Tau Kok YL Company and its property;
6. Shenzhen JD Jewelry Co., Ltd. acquired the full tax-related services of Shenzhen Sha Tau Kok DX Industrial Company and its property;
7.ZF Shenzhen Company's acquisition of Shalv YDT old reform project transaction plan design and tax-related services;
8. Hong Kong ZY Investment Co., Ltd. sold 100% equity transaction structure and tax-related services of Yangzhou QP Gas Company;
9. Hong Kong ZY Investment Co., Ltd. sold 100% of Huai 'an QP Gas Company's equity transaction structure and tax-related services;
10. On the issue of local business tax for the development of real estate by Shenzhen Luohu RN Co., Ltd., administrative reconsideration was filed against the business tax decision of Shenzhen Luohu District Local Taxation Bureau;
11. Shenzhen ST Real Estate Development Co., Ltd. transferred special fiscal and taxation services for an urban renewal project;
12. Shenzhen HL Industrial Co., Ltd. sells tax-related services for demolition compensation property projects;
13. Cross-border supply chain tax-related planning of Hong Kong Fumesi International Co., Ltd. (foreign-related tax laws, regulations and policy research, tax-related matters report), involving China-Hong Kong tax arrangements, China-Spain tax agreement and other countries and regions of international tax treaty research;
14. Foshan LZ Co., Ltd. perennial fiscal and tax consulting projects, the company's daily fiscal and tax consulting, investment projects tax consulting, etc;
15. Shenzhen ST Real Estate Development Co., Ltd. perennial fiscal and tax advisory project, the company's daily tax advisory, investment projects tax advisory.
 
Fruitful
 
Wang Yongjing's lawyer team encourages independent thinking and academic discussion, and unremittingly strengthens valuable and innovative research and writing that is not divorced from the practice of legal practice. In recent years, it has achieved fruitful results.
 
1. "Law and Tax Reflections-A Record of Practice in the Greater Bay Area", a team monograph, contains more than 60 original articles by team members, recording the team's summary and speculation on the practice of commercial law and tax law;
2. On the conflict of the system of preservation of the value of secured property in the Civil Code-and the protection of the interests of the relevant obligors;
3. A brief analysis of the impact of the Provisions on the Accounting Treatment of Law Firms (Draft for Comments) on the fiscal and taxation matters of law firms;
4. Analysis of the tax benchmark for the withdrawal and transfer of partnership shares-a discussion with the Shenzhen 12366;
5. Restatement of the typical case of the liability for the shortfall of the Supreme Law structured financial products-the IFC case;
6. The plaintiff qualification of the target company in the equity transfer contract dispute case;
7. Commentary on the quasi-contract system of the Civil Code-the perspective of meaning expression;
8. Discussion on the core issues of the substance and legal disputes of the "Crude Oil Treasure" transaction of the Bank of China;
9. "Accounting + Tax + Law" compound analysis of Shenzhen Energy's transfer of 1.4 billion equity assets;
10. Implications of the New Regulation on Capital Management for a shift in thinking on the financial regulatory model;
11. The tax basis of the separation of enterprises does not affect the original operating tax and commitment-to cooperative housing tax disputes as an example;
12. Shouzheng: a shareholder liquidation liability lawsuit that flipped past jurisprudence;
13. Legal difficulties with the evacuation of foreign nationals from new coronary pneumonia-affected areas and the withdrawal of residents from special administrative regions;
14. Administrative law analysis of Li Wenliang's "admonition:
15. Analysis of the liability of the management manager for risk management negligence-based on laws, regulations, the Nine People's Minutes and contracts;
16. Has Article 51 of the Contract Law, "The validity of the contract with no right to dispose of the contract to be determined", been abandoned?
17. Caishui [2019] No. 8 Venture Capital Partner Tax Policy Interpretation-Accountants from the Perspective of Accounting Principles;
18. Whether shareholders should bear the civil liability of the company's inability to go bankrupt and liquidate-the company law, the bankruptcy law and the minutes of the nine people's meeting;
19. The legal and practical loopholes in the concept of performance-to-gambling referees in the minutes of the Ninth People's Meeting;
20. A summary of the rules of the "gambling agreement" in the Minutes of the National Court Conference on Civil and Commercial Trials-and suggestions for the improvement of the "gambling agreement" of the investor.
 
Return to Nature
 
Work is for a better life. Wang Yongjing's team of lawyers worked tirelessly at work, and they were vigorous in life.

 

 

 

 

 

 

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