Table of Contents
Preface
I. Have you ever had such thoughts?
II. Have you encountered these problems?
Section 1 How We Can Assist You (I) Equity Structure Establishment Service (II) Corporate Governance Service (III) Corporate Risk Control & Compliance Service (IV) Employee Equity Incentive Service (V) Special Due Diligence for Investment, Financing, Merger & Acquisition (VI) Special Corporate Intellectual Property Service (VII) Special Service for Criminal Risk Investigation (VIII) Special Service for Corporate Dissolution and Liquidation (IX) Other Customized Legal Services
Section 2 Distinctive Service Modes
Section 3 Special Reminders
Section 4 Our Commitments
Section 5 About Us (I) Our Strengths (II) Team Member Profiles (III) Epilogue
Preface
— “Let’s split the equity fifty-fifty. We’re brothers; let’s get the company running first.”
— “The company is newly established and small. Our top priority is to boost revenue. We can sort out formal systems after we scale up.”
— “Social insurance and tax matters can be handled casually; authorities won’t keep constant surveillance.”
— “Once the company turns profitable, we will offer equity to core employees. They will definitely work harder, and we can all reap great rewards. No need to overthink it now.”
— “We are all partners in this venture. No one would embezzle funds. Putting safeguards in place would hurt the relationship.”
— “My friend says this firm is profitable and he’s already invested. Our company has idle funds, so we can invest alongside him to make extra gains.”
— “Take the opportunity to sell shares at a good price now that a buyer has come forward. The terms of the valuation adjustment mechanism are too complicated; sign the agreement first to secure payment.”
— “If the business fails, we can simply sell the company and split the proceeds. It will be straightforward.”
The client refuses to settle debts. Sue them! Where are all the contracts and transaction vouchers?!
Proceeds from asset sales are insufficient to repay debts, and all parties are arguing over liability allocation. What can we do?
01 How We Can Assist You
Section 1 How We Can Assist You
Anchor the Foundation of Corporate Equity and Prevent Risks over Control and Decision-Making
Equity constitutes the “root” of a company. Improper initial equity framework may, in mild cases, trigger shareholder disputes and decision deadlocks; in severe cases, lead to loss of corporate control and project suspension. Through scientific equity design, we help companies strike a balance between benefit distribution and stable control, laying groundwork for efficient management, equity incentives, capital introduction and even future IPOs.
| Service Module | Service Content |
|---|---|
| Equity Ratio Design | Formulate reasonable equity ratios based on different conditions, and adopt clauses such as weighted voting rights and veto rights to balance corporate control and shareholders’ interests, avoiding common pitfalls including equal equity split and excessive concentration of shareholding. |
| Definition of Shareholders’ Rights and Obligations | Clarify the exercise rules and restrictions of shareholders’ rights including the right to know (right to inspect books), dividend right and voting right. |
| Design of Shareholder Exit Mechanism | Formulate rules governing equity transfer and repurchase (including valuation adjustment clauses, trigger conditions for repurchase, etc.) to prevent corporate turbulence arising from shareholder exits. |
| Legal Document Preparation & Dispute Resolution | Draft and review articles of association, shareholders’ agreements and capital contribution agreements, translating equity arrangements into legally binding documents to avoid disputes arising from verbal commitments. Provide solutions for equity disputes and represent clients in litigation to safeguard legitimate interests to the maximum extent. |
Standardize Decision-Making Mechanisms to Enable Efficient Operation of the Board of Directors and Shareholders’ Meeting Free from Internal Friction
Corporate governance forms the “management framework” of a company. Standardized operation of the board of directors and shareholders’ meeting helps prevent arbitrary decision-making and chaotic administration, ensuring efficient and compliant corporate operation.
Services for the Board of Directors
Assist in formulating Rules of Procedure for the Board of Directors, clarifying the authority of the board (e.g., major investment decisions, appointment and removal of senior management), convening procedures (notice period, voting methods) and conditions for resolution validity.
Provide legal support for board meetings: verify the legality of meeting topics, draft meeting notices and resolutions, witness meeting proceedings and ensure resolutions comply with the articles of association and applicable laws.
Offer mediation suggestions in case of deadlock within the board of directors (concerning senior management remuneration, project approval, etc.).
Assist the board in supervising the performance of management duties, and provide legal response plans for ultra vires acts and dereliction of duty.
Services for the Shareholders’ Meeting
Formulate Rules of Procedure for the Shareholders’ Meeting, defining the authority of the meeting (e.g., amendment of articles of association, capital increase or reduction, merger and division), convening procedures (shareholder-initiated convening, triggering conditions for extraordinary shareholders’ meetings).
Assist shareholders in exercising their rights: guide shareholders to submit proposals, examine the legality of proposals and help collect voting opinions from shareholders.
Standardize the whole procedure of shareholders’ meeting resolutions, ensuring meeting notices, voting and meeting minutes comply with legal requirements so as to avoid resolutions being revoked due to procedural defects.
(III) Corporate Risk Control & Compliance Service
“Prevention prevails over remedy.” Failure to proactively mitigate various operational risks may result in financial losses or even threaten corporate survival. We conduct full-process risk management to help companies contain risks within controllable limits.
| Service Module | Service Content |
|---|---|
| Financial Compliance Guidance | Guide companies to standardize financial operations, prevent commingling of corporate and personal assets between shareholders and the company, and avoid joint and several liability for shareholders. |
| Regular Legal Risk Assessment | Conduct periodic legal risk audits for companies, issue Risk Assessment Reports, identify risks brought by changes in industrial regulatory policies (such as new tax and environmental regulations), and propose corresponding solutions. |
| Legal Training | Organize legal training on a regular basis with real case studies to raise risk awareness among personnel. |
| Response to Special Circumstances | Conduct pre-litigation negotiation for disputes and handle litigation matters. |
(IV) Employee Equity Incentive Service
Core talents are key for companies to break growth bottlenecks. A well-designed equity incentive scheme transforms employees from “workers” into “partners” and addresses the outflow of core staff. We deliver customized services to strike a precise balance between incentive intensity and equity security, enabling core talents to settle long-term with the company and securing core driving forces for long-term development.
| Service Module | Service Content |
|---|---|
| Customized Incentive Scheme | Select suitable instruments including stock options and restricted equity based on corporate scale (micro, medium-sized, large), industry (technology, manufacturing, service, etc.) and development stage (start-up, growth, maturity); specify incentive recipients, equity volume and vesting conditions (performance targets, service years). |
| Preparation of Legal Documents | Draft core documents including equity incentive plan drafts and incentive agreements; review resolutions of the shareholders’ meeting and board of directors, formalizing arrangements into legal texts to eliminate disputes from verbal promises. |
| Implementation & Communication Support | Assist in completing internal decision-making procedures and guide industrial and commercial changes; explain equity rights, exercise rules and exit provisions to employees and answer inquiries to guarantee smooth implementation. |
| Follow-up Management Services | Provide guidance on exercise assessment, equity vesting and repurchase upon resignation; help settle disputes over exercise and repurchase to protect interests of both the company and employees. |
| Response to Special Circumstances | Formulate adjustment or termination plans for incentive schemes amid corporate M&A or IPO to avoid risks triggered by invalid schemes; represent the company in litigation over disputes arising from the exit of core employees. |
(V) Special Due Diligence for Investment, Financing, Merger & Acquisition
Uncover hidden transaction risks and build solid safeguards for investment, financing and M&A decisions. “Conduct risk investigation before investment; learn the true situation of partners before cooperation.” Due diligence is critical for companies to avoid investment pitfalls. Through multi-dimensional investigation, we restore the actual status of target entities, provide objective basis for investment, financing and M&A decisions, and reduce subsequent legal risks and economic losses.
| Service Category | Service Content |
|---|---|
| Due Diligence for Investors | Issue Due Diligence Reports, identify risk factors (such as pending litigation and equity disputes), and propose risk mitigation suggestions (e.g., adjustment of investment amount, adoption of guarantee clauses). |
| Due Diligence for Financiers | Help financing companies sort out qualifications (equity structure, financial data, compliance status), identify major defects in advance (e.g., unpaid capital contributions, arrears in social insurance and housing fund). |
| Due Diligence for Acquirers | Assist acquirers in formulating M&A plans, guard against risks such as hidden liabilities and asset impairment, and facilitate smooth post-acquisition integration. |
(VI) Special Corporate Intellectual Property Service
Service Objective
Unlock the value of intangible assets and build a moat for the company’s core competitiveness. Intellectual property represents the “soft power” of an enterprise. It can not only protect core technologies and enhance brand value, but also support applications for government subsidies, financing, IPO and market expansion. We deliver systematic intellectual property planning to turn soft power into solid support for corporate development.
| Service Module | Service Content |
|---|---|
| IP Structure Planning | Formulate systematic intellectual property layout strategies covering patents, trademarks, copyrights and trade secrets matching corporate business development. |
| IP Operation | Help companies monetize intellectual property rights (such as patent licensing and trademark authorization); provide legal support for IP pledge financing and capital contribution in the form of intellectual property. |
| Qualification Application & Capital Market Compliance | Sort out intellectual property status to meet IP compliance requirements for IPO and NEEQ listing. |
| Infringement Monitoring & Rights Protection | Monitor market infringement activities (trademark counterfeiting, patent infringement, etc.); enforce rights via lawyer’s letters, administrative complaints and litigation. |
(VII) Special Service for Criminal Risk Investigation
Identify corporate criminal risks in advance, reinforce legal defense lines and safeguard business operation and founders’ legitimate rights and interests. Criminal risks exist in all daily operational links. Once triggered, the company may face fines, while founders and shareholders may bear criminal liabilities. Through systematic investigation, we accurately identify potential risks, formulate tailored rectification plans, help enterprises establish risk firewalls, avert criminal crises at the source and enable safer business operation.
| Service Module | Service Content |
|---|---|
| Full-process Risk Investigation | Inspect business links including financing, procurement, finance and sales to identify potential criminal risks such as illegal fund-raising, job embezzlement, contract fraud and infringement of trade secrets. |
| Special Review for High-risk Areas | Targeted risk investigation for high-risk sectors: illegal fund-raising for financial enterprises, major liability accidents for manufacturers, illegal acquisition of citizens’ personal information for internet companies, insider trading for listed companies. |
| Risk Assessment & Reporting | Quantify the probability, impact and consequences of risks, issue Criminal Risk Investigation Reports, and put forward prevention suggestions and rectification priorities. |
| Support for Rectification Implementation | Develop rectification plans such as improving financial systems to prevent tax risks and standardizing contracts to guard against fraud; guide revision of compliance manuals and assist in implementing rectification measures. |
| Emergency Legal Support | Provide consultation and document organization support if the company faces criminal investigation; recommend defense lawyers to mitigate adverse impacts. |
(VIII) Special Service for Corporate Dissolution and Liquidation
Organize and standardize liquidation documents and protect shareholders’ legitimate rights and interests throughout liquidation.
| Service Module | Service Content |
|---|---|
| Document Sorting Prior to Liquidation | Assist shareholders in organizing equity certificates (capital contribution certificates, shareholder rosters, etc.), shareholders’ meeting resolutions and capital contribution vouchers; sort out clues related to corporate assets, finance, business, creditor’s rights and liabilities, and compile a Liquidation Document Checklist for Shareholders. |
| Communication and Coordination with the Liquidation Group | Act on behalf of shareholders to establish communication channels with the liquidation group: submit documents, synchronize demands, track liquidation progress (creditor declaration, asset verification), forward inquiries and push the liquidation group to respond. |
| Protection of Shareholders’ Right to Know | Help shareholders apply to inspect liquidation documents (liquidation plans, creditor materials, audit reports, etc.); guide shareholders to submit written objections to questionable contents. |
| Protection of Shareholders’ Property Interests | Analyze asset disposal plans to prevent fire sales; examine the legality of debt repayment order and avoid reduction of distributable proceeds available to shareholders. |
| Handling of Objections and Disputes | Guide shareholders to raise objections against decisions made by the liquidation group (creditor confirmation, asset disposal, etc.) and prepare supporting materials; assist litigation before the court if objections are rejected; handle liquidation disputes among shareholders and provide legal opinions. |
| Protection of Rights and Interests after Liquidation | Examine the legality of the final liquidation report; assist in verifying corporate deregistration progress and prevent subsequent liability risks for shareholders; organize and archive liquidation documents to avoid future disputes. |
(IX) Other Customized Legal Services
Apart from the above standardized legal services, we can set up special service teams to deliver customized legal services in light of clients’ business attributes, development stages and specific requirements. We maintain close coordination with clients throughout all stages: in-depth demand communication, precise scheme design, full-cycle implementation follow-up and effect review and optimization, ensuring services fully match practical demands and make up for limitations of standardized services. Customized legal services can efficiently resolve all types of special legal issues and deliver more targeted and practical legal support for clients.
02 Distinctive Service Modes
Section 2 Distinctive Service Modes
Decision-aided Legal Support: Breaking the passive model of traditional legal services focusing solely on post-dispute resolution, and embed legal thinking into corporate decision-making chain at an early stage.
Full-process Evidence-based Management: Help enterprises build a complete evidence retention mechanism covering the whole chain from business initiation to risk disposal, and act as a strategic legal partner supporting sustainable corporate growth.
03 Special Reminders
Section 3 Special Reminders
This service brochure shall not constitute legal commitments made by lawyers for individual cases. By purchasing our services, you acknowledge and agree that lawyers only provide professional legal opinions and services. You shall make independent decisions based on your own commercial judgment and risk tolerance. Lawyers shall not bear legal liabilities for adverse consequences arising from your commercial decisions, disposal of rights or objective factors.
04 Our Commitments
Section 4 Our Commitments
— Exclusive Service: Establish dedicated WeChat service groups, with no fewer than two full-time lawyers assigned to serve each client. — Business-oriented Service: Gain thorough understanding of the client’s business to identify operational risks timely and provide accurate decision support. — Response Standard: Reply to inquiries within 30 minutes; complete review of urgent contracts within 2 working days and general contracts within 3 working days. — Regular Visits: Conduct periodic client visits; adjust service arrangements promptly upon receiving dissatisfaction feedback. — Strict Confidentiality: Sign confidentiality agreements to strictly protect corporate trade secrets, sensitive shareholder information and case materials. — File Management: Create exclusive case files for each client and issue service reports semi-annually or annually.
05 About Us
Section 5 About Us
— Jintang Law Firm is awarded the title of National Excellent Law Firm. — Jintang Law Firm operates more than ten branch offices nationwide with over 200 practicing lawyers. — Corporate Legal Affairs Department is one of the ten core teams of Jintang Law Firm. — The team consists of professional lawyers with integrated legal and commercial vision. — The team specializes in case research supported by big data and visual analysis, and adopts the Alpha Lawyer Case Handling System to deliver refined legal services.
(II) Team Member Profiles
Lawyer Xu ManjiangDirector of Corporate Legal Affairs Department, Dean of Jintang Entrepreneur Law School Graduated from Jiangxi University of Science and Technology in 1993 and joined Pingxiang Intermediate People’s Court of Jiangxi Province in the same year.
Practice ExperienceHe worked at the court from 1993 to 2007, with nearly 10 years of experience in economic trials. He once served as a judge in the Civil & Commercial Division and Intellectual Property Division, Level-II Judge, mainly responsible for hearing first-instance and second-instance commercial cases, intellectual property cases, major regional economic cases, bankruptcy liquidation cases, etc. Since 2008, he has practiced as a lawyer at several law firms in Shenzhen.
Practice AreasCorporate governance, contract disputes, intellectual property litigation, etc. He has provided legal services for clients including Supor, Joyoung, Disney, Siemens and Evolution Capital Private Equity Fund, and is enlisted in the legal service panel of China Merchants Shekou Industrial Zone Holdings Co., Ltd. He holds independent director qualification recognized by the Shenzhen Stock Exchange.
Lawyer Su XiaopengDirector of Capital Market Legal Affairs Department, Head of Su Xiaopeng Lawyer Team Graduated from Northwest University of Political Science and Law; independent director qualified by Shenzhen Stock Exchange; holder of Fund Practitioner Qualification.
Practice ExperienceHe once served as the person-in-charge of the legal department of Bantian Co., Ltd. and Pingnan Railway of China Railway Guangzhou Group. He worked as an independent director for Guohua Network Security Co., Ltd. (000004) and Filon Co., Ltd. (301191). With years of lawyer practice experience and independent director experience in listed companies, he is familiar with capital operation and possesses extensive capital market resources.
Practice AreasEquity Market: Legal services and supporting resource support for domestic and overseas IPO, pre-listing restructuring and reorganization, pre-IPO private equity financing, etc. Bond Market: Legal services and supporting resources for domestic bond issuance, listing of bonds and other securities, overseas bond issuance, exchangeable bonds, convertible bonds, asset securitization (ABS, ABN, infrastructure REITs, etc.). Dispute Resolution: Disputes over private fund investment, private equity disputes, secondary market investor rights protection and related dispute resolution.
Lawyer Zhong YuCommercial Mediator of Luohu District People’s Court, Shenzhen Member of PPP Legal Professional Committee of Shenzhen Lawyers Association Member of Ethics Committee of Shenzhen Institute of Immunotherapy Bachelor of Law from China University of Political Science and Law, Master of Law from Shenzhen University; holder of Listed Company Independent Director Qualification Certificate and Securities Practitioner Qualification Certificate.
Practice ExperienceIn the corporate service sector, she provides special legal services covering compliance management, industrial investment, equity M&A, asset acquisition, corporate control design and optimization of corporate governance structure, employee equity incentives. She has provided perennial legal services for Cogobuy Group (Hong Kong-listed company), Shenzhen Institute of Immunotherapy and other enterprises and institutions. She delivered special services for Qianhai Financial Holdings Co., Ltd. and its subordinate private fund management companies, conducted due diligence for an asset package acquisition project of a Beijing asset management firm, and launched due diligence for shareholders of a technology company regarding misappropriation of corporate assets by the actual controller. She devises dispute resolution plans and provides litigation representation for companies and shareholders: represented a Beijing enterprise in a contract dispute against Ruichang Municipal Government involving a claim of RMB 450 million; represented a Xizang investment management company in an arbitration case over equity transfer disputes involving RMB 150 million; represented a Henan joint stock company in partnership agreement disputes and secured favorable rulings in all above cases.
Practice AreasCorporate legal services, civil and commercial dispute resolution through litigation.
Lawyer Zhou Yuxin | Practicing LawyerGraduated from Northwest University of Political Science and Law, Bachelor of Law
Practice ExperienceShe has handled numerous civil, commercial litigation and enforcement cases. She excels in communication and responds to client demands promptly. She continuously researches litigation strategies for civil and commercial cases, and fully safeguards clients’ legitimate interests with result-oriented solutions tailored to individual circumstances.
Practice AreasCivil and commercial litigation and arbitration, corporate advisory services, including sales contract disputes, commodity housing pre-sale contract disputes, private lending disputes, housing lease disputes and labor disputes.
Lawyer Lü Lina | Practicing LawyerMaster of Law, CPC Member; holder of Senior Management Qualification and Practitioner Qualification recognized by the Asset Management Association of China.
Practice ExperienceShe worked in venture capital and private equity fund management institutions including ZK Investment and Yubo Venture Capital for over 10 years. She deeply participated in the establishment and operation of multiple venture capital funds co-invested by government guidance funds and project research, and led investment management projects including Yongbang Technology and Youde Medical. She is currently a lawyer at Guangdong Jintang Law Firm. She has assisted senior partners of the firm in handling litigation and non-litigation cases including contract disputes, equity disputes and non-performing asset disposal, accumulating abundant case-handling experience.
Practice AreasCivil and commercial litigation including corporate disputes, contract disputes and private lending disputes.
(III) Epilogue
Business competition is akin to warfare. Companies face legal risks at every stage from start-up and maturity to sustainable development: shareholder conflicts caused by unfair equity allocation, economic losses arising from defective contracts, non-standard governance hindering financing and IPO, weakened competitiveness due to intellectual property infringement, and personal joint liabilities for shareholders triggered by corporate litigation.
Leveraging over 15 years of experience in commercial legal services for enterprises, the Corporate Legal Affairs Team of Jintang Law Firm fully understands legal demands throughout the corporate lifecycle. We deliver one-stop legal services, enabling legal protection to serve as an “umbrella” and catalyst supporting steady corporate development.