Overview

ZHH's lawyers assist our clients expand their business into fields they are expecting through M&A and take fleeting business opportunities with our accurate, high-quality, fast M&A performance as well as our roles as excellent business strategy advisors. We represent acquirers, target company, controlling shareholders, and financial advisors, etc. to carry out full M&A transactions with follow-up service guarantees, risk management. In order to enable our clients to complete their new strategic layouts securely, we conduct legal service in all aspects from due diligence, legal consulting, plan design, participation in negotiations, to drafting acquisition contracts and legal documents for the transfer of services and assets, and designing exit mechanism.

Lawyer Team

ZHH's corporate sector has an elite team of over 10 partners and over 20 lawyers. They can provide strong support to large companies and listed companies that intend to expand in planning, analysis and evaluation of legal risks, and preparation of legal documents based on their years' practical experience, professional advantages and competence, good business cooperation and communications with domestic and foreign investors, banks and underwriters, and rich representation experience and successful cases in company formation, restructuring, M&A, and financing, etc.

Major Services

• risk analysis and substantial determination of requirements for compliance measures
• establishment and improvement of the code of conduct and related measures
• management's internal supervision and control mechanism and workflows
• developing the code of conduct, response measures, and employee training and education
• establishment of monitoring and auditing procedures, including reporting systems and effectiveness evaluation systems, etc.
• establishment of the system framework including behavioral discipline, review procedures, and corrective actions
• filing system for contracts and other legal documents
• board and management compliance and business ethics behavior supervision
• confidentiality agreements
• due diligence
• M&A process and plan design
• development of strategies and participation in negotiations
• drafting acquisition-related contracts
• drafting manpower, business and assets-related handover documents and participation in supervision
• designing and building exit mechanisms
• participation in delivery

Latest Typical Projects/Cases

• ZHH provided legal services to Bosai Group and Chinalco for their joint venture and to Chinalco Chongqing Branch for its recovery of production and operation, with a subject amount of RMB 4 billion

In this project, Bosai Group and Chinalco established a joint venture, and Chinalco Chongqing Branch recovered production and operation. Chinalco Chongqing Branch had assets including equipment, plants and other assets required for alumina production that could be leased out and mines that could not be leased out by law.

Base on the complexity of this project, we provided customized services including: (1) designing three legal and feasible trading plans for the joint venture and cooperation of this project for the parties to choose from, and drafting an agreement involved for the trading mode determined by the parties; (2) drafting more than 10 transaction documents involved in this project, such as lease agreement, safe production management agreement, production technology management agreement, environmental management agreement, asset management agreement, mine project contracting agreement and joint venture agreement, etc.; (3) assisting Bosai to participate in the full negotiation of this joint venture and cooperation, and providing solutions for difficult problems encountered during project promotion, etc.

With our professional services, Chinalco Chongqing Branch resumed production, recovering more than RMB 4 billion idle assets to their due values and bringing a company with losses for many years back to predictable profitability and revival.

• As the special legal consultant of Chongqing Energy Group for its acquisition of several mines in Guizhou

ZHH represented Chongqing Energy Investment Group Co., Ltd. to conduct due diligence on its acquisition of several mines in Guizhou, assisted the client in collecting information on the target company, designing possible acquisition plans and fully participating in negotiations, and drafted legal documents, so as to provide strong legal support to the client for its acquisition of assets.

• Appointed by Chongqing Yufu Group to conduct legal due diligence on its acquisition of several billion non-performing loans

Chongqing Yufu Asset Management Group Co., Ltd., the first local state-owned wholly-owned comprehensive asset management company approved by Chongqing Municipal People's Government, selected ZHH to provide legal services to ensure its acquisition of non-performing assets. ZHH's lawyers were fully affirmed by the client for their professional legal services.

• Legal services to China Huarong Asset Management Co., Ltd. for several claim-debt contracts

China Huarong Asset Management Co., Ltd., a stock company restructured as approved by the State Council, appointed ZHH to timely and effectively recover the principal amount through litigation, preservation and execution.

• Legal services to Chongqing Port Group for assets swap and share acquisition

Chongqing Port Group, a large state-owned company in Chongqing, appointed ZHH's lawyers to provide special legal advice services for several hundred million RMB assets swap and share acquisition to optimize its industrial structure. ZHH's lawyers provided a transaction plan and gave legal opinions on transaction-related matters. We were well received by the client for our professional legal services in M&A and restructuring.