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Hunter QIU
Equity Partner / Shanghai
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Tel +86-21-6061-3725
Email hunterqiu@zhonglun.com
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Practices
Cross-border Investment/M&A, Litigation & Arbitration, Compliance & Investigation
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Industries
Telecommunications & Internet, Information & Intelligence Technology, Pharmaceuticals & Life Sciences
Hunter QIU
Mr. Hiu's main practice areas are Cross-border Investment/M&A, Litigation & Arbitration, Compliance & Investigation.
Representative Matters
M&A, Joint Venture and PE/VC Transactions
Hunter advises multinational corporations and PE/VC funds on cross-border M&As (including leveraged-buyouts and management buyouts), joint ventures, financings, trade sales and spin-off transactions in manufacturing (in particular automobiles and auto parts), high technology, life science, cosmetics, food and beverage and other sectors. His representative deals include:
Advising Yum China on formation of a joint venture with its major supplier(ongoing)
Advising a U.S. medical device company on formation of a joint venture in China to manufacture medical consumables (ongoing)
Advised AppLovin on acquisition of a gaming studio in China
Advised owners of Granite River Labs on sale of controlling shares to SFW Capital
Advised Asia Socks, a Shanghai-based apparel company, on acquisition and sale of non-controlling shares in a New York-based distributor
Advised Crown Bioscience on spin off and sale of its CVMD business to Innoland Bio
Advised Everpine Capital on its purchase of 100% shares in South Beauty Restaurants from a lender syndicate including Bank of American Merrill Lynch in an offshore receivership sale
Advised Key Safety Systems on restructuring of its joint ventures in China for the purpose of offshore listing (later sold to Joyson Electronics)
Advised Johnson Controls International (JCI) on formation of an auto interiors joint venture of about USD 8.5 billion annual revenue with Yanfeng Automotive Interiors in Shanghai Free Trade Zone
Advised a USD fund and an RMB fund as lead investors on subscription for Series C preferred shares in Virogin Biotech, a company with R&D in North America and clinical trials and operation in Australia, U.S. and China
Advised a RMB fund on investment in Genova Corp., a diabetes drug R&D company
Advised a USD fund on subscription for non-controlling shares in RedEarth, an international cosmetics company
Advised Cathay Capital on its subscription for preferred shares in Zhitian Group
Advised Dairy Queen on trade sale of its South China master franchisee from Warburg Pincus and a Chinese developer to EQT Partners Asia
Advised Cartesian Capital on restructuring of its China-based automobile joint venture for the purpose of SPAC listing
Advised IPV, a Singapore-based PE fund, on acquisition of all preferred shares in, and thereby gaining control of, Giantec, a chip design company in Shanghai
Advised biotech, pharmaceutical and medical device companies on licensing and commercialization transactions, as well as IND through NDA approvals, GMP, GSP, importing and other NMPA regulatory matters
Advised on VC financings, including but not limited to Series C of Impossible Foods, Series D of Full Truck Alliance, Series E of eBroker, Series B of Duckbill, Series A of Silexon, Series B of Ziztour, Series D of China Steel, Series B of Airkitchen, Series C of Kanzhun, Series C of Pachira, and angel series, Series A-1 and A-2 of Wantu
Compliance, Internal Investigation and Government Enforcement
Hunter advises multinational companies on internal compliance investigations and responses to FCPA investigations initiated by SEC or DOJ and investigations by Chinese regulators. His representative mandates include:
Advised Magna International, one of the world’s largest auto part manufacturers, on its internal compliance investigation and other compliance matters
Advised a German manufacturing multinational on an investigation on embezzlement, misappropriation of company funds, false imbursement and other misconducts committed by officers of its Chinese subsidiaries and on termination of all liable officers and employees
Advised a U.S. Big Pharma on compliance risks under the anti-commercial bribery provisions of the PRC Anti-unfair Competition Law
Advised a U.S. Big Pharma on responding to an alleged false advertising investigation carried out by the State Administration for Market Regulation (i.e., SMAR) pursuant to the PRC Anti-unfair Competition Law
Advised a well-known multinational on responding to whistleblower cases initiated by its former employees
Advised a prestigious U.S. franchisor on an internal FCPA investigation involving a director (a former Chinese government official) of its China master franchisee and developer
Advised a Fortune 500 company on an FCPA investigation on potential successor liability resulting from its acquisition of a China-based company controlled by the child of a high-ranking Chinese government official
Advised a Hong Kong listed company on an internal anti-commercial bribery investigation in connection with its top management’s gift giving practice
Advised a Fortune 500 company on an internal investigation involving the channel stuffing practice of its Chinese subsidiaries (where bogus sales were booked to inflate revenues) and the dismissal of the general manager
Advised several Fortune 500 companies on the investigation by the PRC Ministry of Environmental Protection on their Chinese subsidiaries’ non-compliance with environmental laws governing recycling and disposal of electronic wastes and other violations of EHS regulations
Cross-border Dispute Resolution
Hunter also has rich experience in advising domestic and foreign clients on disputes arising out of cross-border investment and M&A and excels at securing settlement agreements favorable to the clients through negotiation. He frequently teams up with local trial lawyers to initiate lawsuits and arbitration proceedings in China, U.S. and other jurisdictions. His representative cases include:
Represented Techcent Environmental in responding to court proceedings initiated in U.S., including: (i) two Wisconsin state court receivership proceedings brought by the minority shareholder (also, a creditor) of the majority-controlled U.S. subsidiaries of Techcent Environmental against the subsidiaries in accordance with Wisconsin Chapter 128; (ii) an injunction proceeding initiated by the minority shareholder/creditor/management of the client’s U.S. subsidiaries with the U.S. District Court for the Northern District of Illinois in accordance with Fed. R. Civ. P. 65 in response to the client’s contemplated revision of the articles of association and dismissal of the president of the subsidiaries, with such injunction prohibiting the directors appointed by the client from passing enabling board resolutions; and (iii) filing of Chapter 11 reorganization petition in the name of its U.S. subsidiaries, with all parties involved in the foregoing disputes reaching a comprehensive settlement agreement (including extension of shareholder loans) after almost one year’s trials and negotiations
Represented Techcent Environmental in the lawsuits brought by its domestic lenders to enforce certain share pledge before New York federal and state courts
Defended a Chinese garment manufacturer in an alleged trade secret infringement case lodged by its U.S. business partner before the U.S. District Court for the Southern District of California
Advised GA Telesis, an aircraft part manufacturer, on the PRC laws in a lawsuit brought by a Chinese party before the U.S. District Court for the Southern District of Florida
Represented the Chinese controlling shareholder of a Sino-U.S. joint venture in negotiation with the U.S. party and reached settlement to resolve boardroom deadlock, related-party transactions conducted by the director appointed by the U.S. party and alleged breaches of the joint venture agreement and the loan agreement
Represented U.S. company CAET in a dispute with a trading company in Hangzhou for breach of contract
Represented a U.S. holder of convertible bonds in resolving a dispute arising out of unauthorized conversion of the bond into preferred shares by the bond issuer, a Cayman company
Represented U.S. company Libre Wireless in the lawsuit over breach of contract claims brought by Shenzhen H&T Intelligent Control Co., Ltd. in Shenzhen and filed counterclaims and an appeal
Represented a famous U.S. franchiser in negotiation for settlement regarding breach of the master franchising agreement and the development agreement entered into by the client with the Chinese franchisee/developer and secured a settlement agreement to the satisfaction of the client, including a large sum of liquidated damages
Advised a London-headquartered commercial bank on a dispute with its Chinese SOE client in connection with the SOE’s major loss resulting from derivative trading
Represented a Swiss importer in a CIETAC arbitration in connection with a dispute resulting from an international sale of goods contract
Represented a Hong Kong trading company in its petition to a court to vacate an unfavorable CIETAC arbitration award on the ground of procedural defects
Memberships & Affiliations
American Bar Association, Member
All China Lawyers Association, Member
Publications
Franchising: International Overview - China, Thomson Reuters, 2019
China Proposes to Simplify Foreign Investments in Listed Cos, Law360, August 21, 2018
Expanding Application of the Record-filing System, 2017 Year in Review, Section of International Law, American Bar Association, 2018, Volume 52
China Adopts a Record-Filing System for Foreign Investments in Industry Sectors not on the Negative List, 2016 Year in Review, Section of International Law, the American Bar Association, 2017, Volume 51
In the Eye of a Hurricane: Is Reverse Merger Still a Viable Alternative to IPO for Private Chinese Companies? Law360, 2012
§10 Stock Incentive Plans, Venture Capital & Private Equity in China, LexisNexis, 2008, coauthor with Joseph Chan
Recent Speaking Engagements
Regulatory Landscape and Hot Regulatory CMC Topics in China, FDA/Xavier PharmaLink Main Conference Sessions, March 15, 2021
Trends and Challenges for Chinese Outbound and Inbound Investments, Annual Conference of American Bar Association Section of International Law, Korea University, Seoul, South Korea, October 2018
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Bar Admissions/Professional Qualifications
The State of New York
The People’s Republic of China -
Education
J.D. (with honors), Washington University in St. Louis
Master of Laws, University of International Business and Economics (Beijing)
Bachelor of Laws, Harbin University of Commerce -
Professional Experience
Hunter Wenxiong Qiu joined the firm as a Partner in June 2016. Prior to joining the firm, Hunter practiced corporate law with top American law firms, including Jones Day, Baker McKenzie, Pillsbury Winthrop Shaw Pittman and Cooley, in their Washington D.C., Dallas, Texas, Beijing and Shanghai offices for many years. He also externed with the U.S. Securities and Exchange Commission at its headquarters in Washington D.C. for half a year in 2012.
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Languages
Chinese
English