Cross-Border Merger & Acquisition

• Ms. Yan has rich experience in the area of cross-border merger & acquisition and once represented many renowned multinational companies in their equity or asset acquisition, merger or restructuring in China.  Part of her representative cases:

• Represented Gultech China Pte. Ltd., the subsidiary of an associated company of Tuan Sing Holdings Limited, in its divestment of approximately 15.5% of the total shares in the issued share capital of Gultech (Jiangsu) Electronics Co., Ltd to multiple China-based private equity investors, and provided full-spectrum PRC legal services

• Represented BOCOM Wealth Management Co., Ltd. in its formation of joint venture company with Schroders and provide full-spectrum legal services

• Represented American Bureau of Shipping (ABS) in its acquisition of the equity interests held by the Chinese partner in ABS's joint venture company in China, and provided full-spectrum PRC legal services

• Represented ReSource Pro, LLC in selling its business process outsourcing services and business practice management services worldwide (China part), and provided full-spectrum PRC legal services

• Represented The Jackson Laboratory in its establishment of a joint venture with Anitech for manufacturing of laboratory animals and provided full-spectrum PRC legal services

• Represent a pharmacy chain to accept equity investment from a renowned pharmaceutical industrial investment fund

• Represent Tyrolit Group in selling shares of its PRC subsidiary which engages in production of grinding tools

• Represented a Swiss investment fund in its acquisition of two foreign-invested bearing manufacturing companies in China;

• Represented Acuity Brands in its sales of a domestic company and a HK subsidiary to a PRC buyer;

• Represented TKH Group NV in its full disposal of its PRC subsidiary and provided full-spectrum PRC legal services;

• Represent TKH Group NV in its acquisition of one foreign-invested high-tech sensor company in China;

• Advised a global leading stainless-steel manufacturer on its divestment of its PRC joint venture in Shanghai with a state-owned famous steel manufacturer;

• Advised a state-owned industrial investment fund in its proposed acquisition of shares of a Korean company, including issuance of legal opinion and drafting of agreements;

• Advised SF Holding on its establishment of a joint venture with HAVI;

• Advised Visteon Corporation on its equity acquisitions of a Chinese auto system supplier;

• Advised Visteon Corporation on its acquisition of the automotive electronics business of Johnson Controls;

• Advised SPX Corporation on its joint venture projects, sale of business units, equity transfers, etc.;

• Advised Middleby Corporation on its asset acquisition of a beverage-dispensing equipment manufacturer;

• Advised Middleby Corporation on its asset acquisition of a leading manufacturer of induction cooking equipment for the commercial food service industry;

• Advised International Paper on its PRC entities’ restructure and divestments of its business departments;

• Advised Yara, a leading Norwegian fertilizer company, on its equity acquisition of a fertilizer company from Sinochem;

• Advised Tyco on its acquisitions of PRC companies, establishments of new entities, manufacturing project, restructure of its PRC entities, sale of business units, etc.;

• Advised Magna on its asset acquisition of an automobile parts supplier in China;

• Advised PineBridge Investments, a U.S. PE firm in providing acquisition loan to a U.S. company for acquiring several Chinese IT service companies;

• Advised Nikkei Inc. on its acquisition of the 100% equity interest in a WOFE located in Beijing;

• Advised a foreign company in the transfer of its 100% equity interest in a mining company in Guangxi to a state-owned enterprise;

• Advised a foreign company engaged in the operation of medical drugs and medical devices in its asset divestment, established a new medical consulting company and a warehousing company, and completed the assets transfer thereto;

• Advised a foreign company in the acquisition of two enterprises in Wuxi in precision machinery and plastic product industries;

• Advised a foreign company in the due diligence of a coal mining enterprise, including but not limited to review of relevant transaction documents;

• Represented an offshore fund in its investment in an Israel company which held several PRC subsidiaries in China operating the Burger King Restaurants all over China;

• Represented a US company in its acquisition of a valve manufacturing company located in Changzhou;

• Represented a company in its acquisition of a Nanjing company which manufactures integrated circuit plates; and

• Represented an offshore investment fund in its acquisition of a food processing company in Shandong Province through capital increase.

Compliance and Labor & Employment

• Ms. Yan provides daily employment advice to dozens of foreign invested enterprises, funds and domestic companies, including drafting of employment handbook, labor contract and other written documents, and advising on the topics of calculation of severance fee, payment of social insurance and housing fund, payment of OT salary and special working hour system, application for visa, residence permit and work permit for foreign employee, confidentiality and non-compete obligation, labor dispatchment, labor union and etc.

• Ms. Yan is specialized in senior executive compliance investigation, negotiation and termination, massive employee settlement projects, labor issues under M&A and company reorganization, labor arbitration and litigation.  Her representative cases include:

• Assisted a Taiwan listed company in terminating labor contracts with two senior management personnel who have conflict of interest issues;

• Assisted a foreign invested company in terminating several sales directors;

• Assisted a foreign invested company in terminating its general manager and 2 sales staffs;

• Represented a foreign invested company which is engaged in diamond business in terminating labor relationship with its general manager and vice general manager;

• Represented a Sino-foreign joint venture in its investigation and handling of sales director and sales person’s establishment of own company and seeking undue profit utilizing their positions;

• Assisted a well-known US educational institution in terminating one of its senior executives in China;

• Assisted a well-known pharmaceutical fund in negotiating with a senior executive who enjoys option right to terminate his labor relationship;

• Assisted a well-known US shipping industry company in handling termination of several senior executives in China due to potential conflict of interest and performance issues;

• Assisted a US water treatment equipment company in terminating a department manager through negotiation due to potential conflict of interest;

• Assisted a famous investment fund in negotiating termination of labor contracts with several senior management personnel in a invested company in Wuhan;

• Represented a global leading stainless-steel company in terminating labor relationship with more than 400 employees of its subsidiary due to equity transfer and change of business scope;

• Represented a Swiss manufacturing company in terminating labor relationship with more than 100 employees of its PRC subsidiary due to relocation of one production workshop;

• Represented an Italian manufacturing company in terminating labor relationship with more than 100 employees of its PRC subsidiary due to relocation of one production workshop;

• Represented an American computer game company in reduction of employee numbers due to global strategy adjustment, which led to position changes and termination of labor relationships of more than 100 employees;

• Represented a Swiss manufacturing company in terminating labor relationship with more than 300 employees of its PRC subsidiary due to relocation of two production workshops;

• Represented a foreign invested company in terminating labor relationship with its employees due to closure of business;

• Represented a foreign invested cooking equipment manufacturing company in terminating more than 40 employees’ labor relationships due to company closure.

• Represented dozens of foreign and domestic clients in conducting labor due diligence in M&A transaction;

• Represented a foreign invested company’s previous shareholder in negotiating with its current shareholder, employees and government department about unpaid housing fund before the M&A transaction and reached settlement agreement;

• Assisted an American company in transferring its employees’ labor relationships from one subsidiary to another;

• Assisted a US cooking equipment manufacturing company located in Qingdao in transferring its employees to affiliated company; and

• Advised a well-known French railway transportation company in dealing with labor issues arising from employee split due to termination of a joint venture project.

• Assisted a well-known US train braking system manufacturer in handling a labor arbitration related to termination of labor contract;

• Assisted a well-known US cooking equipment supplier in handling a labor arbitration related to termination of labor contract and work injury;

• Represented a foreign invested company in handling labor dispute regarding a terminated employee’s salary and annual leaves;

• Assisted a foreign invested company in handling labor arbitration filed by 2 terminated employees;

• Represented a foreign invested company in handling labor arbitration and litigation raised by its former employee regarding illegal termination;

• Represented an American well-known medical company in filing labor arbitration to claim back training costs against a former employee;

• Represented an American company in handling labor arbitration regarding overtime payment and untaken annual leave filed by a former employee;

• Represented a foreign well-known UK educational institution in handling its labor arbitration against a terminated employee regarding sexual harassment;

• Represented a Japanese data management enterprise in a labor arbitration filed by its former employee against it regarding illegal termination, sick leave and annual bonus;

• Represented a foreign invested well-known logistic company in handling labor arbitration against an employee who was terminated during probation period;

• Represented a famous Sweden luxury car manufacturer in handling a labor arbitration case related to illegal termination and annual bonus payment;

• Represented a Taiwan company manufacturing wireless communication equipment in handling a labor arbitration case related to illegal termination arising out of internal compliance investigation

Foreign Direct Investment

• Ms. Yan has advised many renowned offshore clients in their investment in China by establishing WFOEs or JVs, provided legal advice to their daily operation in China, and also assisted some clients in exiting by way of liquidation, equity/asset transfer and etc.

Data Security and Personal Information Protection

• Ms. Yan has provided data security and personal information protection related legal services to many domestic and international clients including but not limited to risk assessment, establishment of compliance system, drafting of written policies, reviewing and amending contracts, training, legal consultation and advice.

Commercial Dispute Resolution

• Ms. Yan has accumulated substantial practical experience in dispute resolution, especially cross-border dispute resolution. She represents her clients in handling various types of commercial litigation and arbitrations. Part of her representative cases:

• Represented a US leading valve manufacturing company in handling its subrogation litigation in China;

• Represented an Italian belt manufacturing company in handlings its product quality lawsuit in China;

• Represented CMC in handling several domestic lawsuits in China;

• Represented a US invested automobile parts manufacturer in a product price arbitration case against its supplier;

• Represented a wholly owned enterprise of Schneider in a dispute arising from early termination of factory rental agreement;

• Provided legal opinion to a HK listed company in relation to the share transfer dispute between its PRC subsidiary and one company in tobacco industry;

• Provided legal opinion to a well-known company in Iceland in relation to its international trade dispute with a Hebei company;

• Provided legal opinion to a Singapore bank client in relation to litigation, acknowledgement and enforcement of Singapore court judgment in the PRC court with respect to the disputes on loan agreements with its several Chinese clients;

• Represented an Italian manufacturing company in filing litigation against its client to pursue overdue product purchase price;

• Represented a global leading UBI (Usage Based Insurance) solution provider in issuing attorney letter to pursue overdue service fee, equity transfer price and R&D payment;

• Provided PRC legal opinion toward a famous US education institution regarding certain domestic training organization’s infringement of its copyright and trademark right;

• Provided legal opinion to a Singapore company regarding pursuing offshore loan from PRC individuals;

• Provided legal opinion to a Singapore company regarding legality of providing personal finance products to PRC individuals;

• Represented a famous Indian company in dealing with its CIETAC arbitration case related to international goods sales contract;

• Represented a joint venture company in dealing with two litigations against its Chinese shareholder regarding dividends distribution and land use right transfer;

• Represented a joint venture company in dealing with an CIETAC arbitration case raised by its previous Chinese shareholder against it regarding payable dividends arising from the equity transfer agreement;

• Represented a wholly foreign owned enterprise in raising an arbitration against its client to pursue overdue payment under the gas supply contract;

• Represented an international school in dealing with a defamation article published on Internet by anonymous person;

• Represented a foreign invested company in dealing with litigation related to revocation of passed board resolution;

• Prepared PRC legal expert report in a HK arbitration case related to equity transfer dispute;

• Represented a French company in raising litigation against its client to pursue overdue product purchase price under engineering contract;

• Represented a US manufacturing company in one international trade arbitration case and two litigations against its Chinese partner related to trade secret and commercial defamation;

• Represented a US well-known manufacturer of lifting equipment to raise arbitration against its distributor to pursue overdue product purchase price; and

• Provided PRC expert opinion with respect to the legal validity of serving judicial documents by the Singapore court to the overseas address of Chinese residents.