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Share Transfer and Disputes

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1. Due diligence:

We should conduct the due diligence to the target enterprise to assist the acquiring firm to purchase the equity or subscribe additional share from the target enterprise through the agreement so that the acquiring firm can be the shareholder of the target enterprise and even control the target enterprise.

   Due diligence (carried out with the cooperation of the enterprise to audit the historic data and file, background of managers, market risks, management risk, technical risk and fund risk profoundly and thoroughly as well as other activities like enterprise risk alarming), compiling and reviewing of legal documents, inventory of assets (provided by cooperative accounting firm), agency of pre-approval, change of registration, settlement of dispute and representative action.

2. Equity transfer

(1) We offer legal and policy information, arrange the equity transfer and assist the shareholder and company to choose a proper transferee and agency. As a legal counsel on equity transfer, our lawyer will provide the shareholder and the company with the laws, regulations and rules related to the equity transfer as well as national policy related to the industry. Besides, our lawyer will also make an overall arrangement for the equity transfer, open the meetings attended by all the parties and assist the shareholder and the company to choose a proper transferee, employ legal accounting firm or evaluation firm for equity transfer so as to dodge the risks.

(2) We draft and audit the legal documents on equity transfer and guide the parties to sign legal documents which include Application for transfer of shares, Resolution of shareholders meeting, Equity transfer agreement, Certificate of equity share, Stock ledger, Articles of association, Application for change of registration matters, Equity transfer announcement, etc.

 (3) We guide and supervise the whole process of equity transfer and issue legal opinion for the related matters to secure the legality of the process. As the shareholder’s equity transfer involves many legal relations, laws and regulations, it is very complicated. In a bid to secure its legality and efficiency at lower cost (including time cost) without unnecessary troubles or time waste, our lawyer’s guidance and supervision is indispensable in securing the transfer both legally and administratively.

(4) We train the company and new shareholders after the equity transfer, predominantly including the training of rights and legal consciousness so that new shareholders can exercise their rights correctly at the meeting of shareholders and in the board of shareholders until the company can operate normally despite of changes in shareholder structure with its interests and each shareholder’s interests protected in a most effective way. We can offer legal training to senior and middle level managers, attend shareholder’s meeting and draft and audit all kinds of legal documents of the company.

3. Equity transfer dispute:

It refers to all the disputes occurred during the equity transfer, including the disputes between the shareholders and the disputes between the shareholders and non-shareholders. Our lawyer will analyze the dispute between the shareholders and non-shareholders legally to form a viable scheme for litigation so as to determine the shareholding ratio, liquidate the company and understand the company’s financial state through auditing.