Legal Services Reimagined - SF Lawyers

www.kpmglegal.com.cn

Legal Services Reimagined

A New Way Forward For Legal ServicesSF Lawyers and 上海睿威律师事务所 are independent law firms located in Hong Kongand Shanghai respectively. Our deep experience and unique insights in mainlandChina, Hong Kong and across the Asia-Pacific region allow us to provide clients withhigh quality and innovative legal services, whether it be a domestic or cross-bordertransaction, a commercial, operational or compliance matter.

Each firm is a member of the KPMG Global Legal Services network, which comprisesover 2,850 legal professionals across 81 global jurisdictions. We are well versed atmanaging large scale, complex, cross-border transactions involving the co-ordination ofteams across different jurisdictions, and our global legal network enables us to play aneffective role in these transactions, and in supporting their compliance and operatingneeds.

Our team of legal experts works seamlessly with audit, tax and advisory professionals inKPMG member firms around the world, to provide clients with holistic and integrated“one-stop-shop” business solutions.

Our team advise and assist clients in a broad range of areas including: M&A, capitalmarkets, cross-border investments, private equity, corporate and commercial,restructuring, labor and employment, data privacy, intellectual property, infrastructure,managed legal services, regulatory compliance, and private clients.

About the firm

2 Legal Services Reimagined

© 2021上海睿威律师事务所, a Shanghai law firm which is an independent law firm operating in the People’s Republic of China and which belongs to the KPMG Global Legal Services network. All rights reserved.

© 2021 SF Lawyers, a Hong Kong law firm which provides legal services is in association with KPMG Law. They are separate legal entities. Neither SF Lawyers nor KPMG Law has any control over, or acts as an agent of, or assumes any liability for the acts or omissions of, the other. Both SF Lawyers and KPMG Law are member firms of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Our servicesMergers and acquisitions, capital markets and investments

Mergers and acquisitionsMergers and acquisitions are a key driver of a business’s growth and investment strategy. Having ateam of trusted legal specialists can make all the difference. Our clients trust in our ability to advisethem on significant and technically complex transactions, based on our tailored and commercialadvice, rich experience, and expertise in managing transactions. Our experience includes mainlandChina and Hong Kong equity and asset transfers, outbound investments, and inbound foreigninvestments into mainland China and Hong Kong. We offer value by assisting in each step of the deal,from the initial term sheet, due diligence, structuring advice, through to drafting, negotiation andclosing of all transaction documents, including legal opinions if needed. Post-deal services includeadvising you on improving corporate governance structures, ongoing compliance matters andemployment integration.

Capital marketsWith our teams in Hong Kong and Shanghai, we are best placed to capitalise on our proximity to twoof the world’s leading corporate finance hubs. We advise issuers and underwriters with their IPOs inmainland China as well as transactions involving corporate finance and asset securitisation. Weadvise listed companies on their post-listing compliance matters including transactions that haveHong Kong Listing Rules and Takeovers Code implications. Our team’s expertise covers the MainBoard and GEM in Hong Kong and the Main Board, Science and Technology Innovation Board,ChiNextBoard and SME Board in mainland China.Key areas where we assist clients include:• Pre-IPO legal due diligence and ‘’health checks’’, reorganisations and investments• Directors’ obligations and compliance training• Secondary offerings and refinancing after listing• Acquisitions and disposals of listed companies• Employee stock ownership plans and restricted stock incentive plans• Legal opinions on Hong Kong and mainland China laws and regulations

3Legal Services Reimagined



Our services

Cross-border investmentsOur clients value both our expertise in cross-border transactions and the integrated knowledge of ourspecialist lawyers. Our team has first-class legal expertise and proven strategies for our clients tomake successful cross-border investments.To help our clients achieve their strategies, we offer legal services such as:• The development of initial business planning and feasibilitystudystage• The selection of intermediaries• Carrying out of due diligence on potential targets• Structuring and negotiating investments• Preparation and negotiationof transaction documents• Assisting with the implementation of the delivery of the transactionOur lawyers have worked on deals across various industry sectors including TMT, electronics andsemiconductors, energy, automotive, logistics and biomedical.We are uniquely positioned to advise clients on China inbound investments and use our expertise inChina’s foreign investment laws to assist our global clients who are looking to invest in China.

Private equityPrivate equity firms come to us for quality, commercial legal counsel and to help them resolve issuesto get the deal done.We act for a variety of private equity funds looking to invest including domestic and foreign privateequity investment funds, venture capital funds, government-led/industrial funds and other investmentinstitutions.Our private equity clients benefit from our legal services such as:• Preparation and negotiation of key transaction documents including term sheets, capital increase

agreements, equitytransfer agreements, shareholder agreements and articles ofassociation• Advising on governance and regulatory compliance (including the filing of regulatory related

documents)• Assisting domestic and foreign companies with raising their equityfinancing arrangements

Mergers and acquisitions, capital markets and investments




Our servicesCorporate and commercial

Corporate and commercialOur clients value both our expertise in corporate and commercial transactions and the businessacumen of our specialist lawyers. We act for a range of clients including multinational companies,publicly listed companies, large and medium-sized state-owned enterprises, private companies andfinancial institutions. The team has advised clients across virtually every major sector includingmanufacturing, TMT, energy, finance, medical healthcare and pharmaceutical, automotive, consumerproducts, catering, agriculture, aviation, education and infrastructure.Our legal experts offer a one-stop-shop for legal advice on all aspects of corporate and commercial lawincluding:• Developing and implementing

corporate governance structures• Preparing and negotiating commercial

contracts and shareholder agreements

• Setting up a business presence in mainland China or Hong Kong

• PRC inbound and outbound investments

• Joint ventures and strategic alliances

RestructuringA significant concern for every business is how to survive tough times and emerge stronger, moreresilient and more profitable. To do this, some may be considering substantial measures such as ashift in the way they do business. One of our core advantages is our ability to help clients withcross-border corporate restructurings, especially cross-border group equity restructurings and theconstruction and spin-off of red-chip and VIE structures.By working with KPMG's tax and advisory professionals, we are able to provide an array of one-stop services related to transforming your ongoing business operations as well as your corporatestructure, such as:• Design, planning and implementation

of restructuring exercise• Assistance with relocation of manufacturing

facilities• Cross-border conversion of investor

shareholder rights• Filings for domestic investors’ overseas

investments

• Employee equity incentive plans and overseas trust structures

• Foreign exchange registration of founder shareholders

• Acquisition / disposal of companies and assets

• Advice on director, employee and trade union issues

• Winding up of entities and businesses




Our services

Supply chain planning

Corporate and commercial

The supply chain is the lifeline of any business. Businesses therefore need to ensure its resilience andoptimisation amid a fast changing business environment, involving rapid digitalisation, newtechnologies, shifting consumer demands, and pressure for growth, efficiency and profits. We workclosely with legal, tax and advisory professionals in the KPMG network on a regular basis to provideholistic end-to-end solutions to supply chain problems, thereby ensuring our advice and assistance iscloselyintegrated with your business needs.We can help assess, plan and implement suitable strategies to deal with legal issues around yoursupplychain, for example:• Legal “health checks” and due

diligence• Local legal and regulatory requirements• Corporate formation, management,

reporting and governance• Contract creation and management• Intellectual property portfolio

management

• Data privacy issues and compliance• Employment law issues• Import and export restrictions and

approvals• Transfer, winding up or restructuring of

underperforming businesses

Labor and employment


With increased globalization and diversification of both employees and the types of employmentrelationships they engage in, the acquisition and management of talent with different backgroundscontinues to pose challenges. Labor and employment laws and practices are usually different amongjurisdictions,even within China, making it more difficult for employers to manage compliance.Our team has extensive experience in contentious and non-contentious labor and employment lawmatters. We can provide you with legal advice in mainland China and Hong Kong, and also bridge thegap between you and foreign jurisdictions by leveraging our global network of experts. The areas whereour team provides advice and assistanceto clients include:

• Employment strategyand structure planning• Establishment and termination of employment• Drafting employment documents and policies• Advising on dailyemployment issues• Compliance review and investigation• Mass employee replacement and integration

in M&A, restructuring, and bankruptcy, etc.• Senior executive and key employee

management, includingESOP• Foreign employees, international employment

and talent immigration• Outsourcing and flexible employment

• Non-compete and confidentiality• Labor protection, work-related injuries and

occupational diseases• Social insurance and employee benefits• Trade union, collective bargaining and mass

gathering matters• Personal information and privacyprotection• Diversity & inclusion, workplace anti-

harassment and anti-discrimination• Labor issues in ESR, cross-border trade and

investment, and supplychain management• Labor dispute resolution• Labor and employment compliance training



Our services

Data privacy

Data, digital and technology

Over the past decade, we have seen a major shift in attitude towards the importance of personal dataand its security. Corporations and individuals must be vigilant in complying with not only localregulations on data privacy and security in each of Hong Kong and mainland China, but alsointernational ones with extra-territorial effect, such as the GDPR. This is also a rapidly growing spaceas different Asia Pacific jurisdictions continue to reform their data privacy laws. We have a team ofexperts who understand and constantly monitor data privacy laws across the region while having adeep understanding of the GDPR.Our team continuouslyassists clients on complexdata privacy matters including:• Reviewing and advising on existing personal

data privacy policies• Crafting of data privacy impact assessments

and advising on new uses of personal data• Working alongside KPMG to audit data

processing inventory and recommending improvements

• Managing and assisting with cross-border data transfer

• Advising on the interaction between data privacy laws and non-data privacy related laws and ensuring risks are properly managed

Intellectual propertyNo matter what industry you are in, your IP portfolio is one of your most valuable assets. To deliverprotection of our clients’ IP assets, we advise clients on a wide range of IP issues including patent andtrademark portfolios, copyright law (including software copyright), proprietary technologies, tradesecrets, product packaging andbranding.Key areas where we support clients include:• Portfolio management and development:

- Formulating and implementing comprehensive IP protection strategies- Registrations- Audits - Due diligence exercises

• Commercial exploitation and monetisation of IP: - Strategising on IP structure in commercial deals- Advising on, negotiating and drafting of a wide range of IP-related transactional agreements and

collaborative development agreements• Know-how, trade secrets and confidential information protection and enforcement• Technology and Internet-related IP issues• Advertising, trade descriptions and product quality compliance




Our servicesInfrastructure

Working with commercially focused and experienced lawyers is one of the keys to deliveringsuccessful infrastructure projects. By balancing technical skills and deep market legal knowledgewith the experience of working on complex projects, we provide clients with innovative andresponsible, value for money and commercially focused solutions. Our deep experience across thefull spectrum of a project’s lifecycle (starting with early project conception and development to fulloperations and maintenance) push our solutions to enable our clients to be able to future-proof theirprojects.Our team has advised clients in the delivery of different types of infrastructure projects globallyincluding public transportation, airports, toll roads, power stations, schools, accommodation andhospitals, defence and office and commercial developments. Our experience includes advising ondifferent contractual and commercial delivery arrangements ranging from the more complex multi-party privately financed initiative (or PPP) structures, target cost/alliancing arrangements and the“more vanilla” direct construction deliverymodels.

Managed legal services

Businesses often have to go through challenging periods. In-house legal departments are notimmune to this trend and their general counsel may find themselves with a reduced headcount orbudget, butno shortage of work to manage.Leveraging KPMG’s global network, the combined legal, management consulting and technologyexperts work with clients and their legal teams to tackle high volume, repetitive, standardised orsignificant projects in an efficient and technologyenabled way.Examples ofour work include:• end-to-end assistance for banks with IBOR contract transitions• outsourced due diligence, management of large scale legal regulatory and compliance projects,

and document digitisation and automation• advice and implementation on operating models, legal operations and managed services for legal

departments, to allow in-house counsel to focus on higher level legal functionsOur network is able to draw on the benefits of both depth and breadth of expertise and able to call ona large pool of professionals based around the region who are very experienced at putting togethermulti-disciplinarysolutions for clients on a true global scale.

Regulatory compliance

To assist our clients in ensuring they are properly complying with the relevant regulatory requirementsgoverning their businesses, our team of experts have extensive experience in advising a number ofkey industries that require regulatory compliance including biomedical services and the supply ofmedical equipment, the energyand insurances sectors.We carry out compliance ‘’health checks’’ for clients and design tailor-made compliance systems forclients to assist them in reducing their operational compliance risks.




Our services

Trust, Estate Planning, and Wealth Planning

Private Clients

Nationally acclaimed for strength in cross-border trust and estate planning, administration of familymatters for founders of public companies, and capability to handle a broad spectrum of pertinent wealthmanagement matters jointly with other KPMG functions, our Private Clients practice team combines itsexperience and reputation with KPMG’s multidisciplinary capabilities and KPMG Global Legal Services’multijurisdictional practices to deliver result-driven, information-sensitive, and bespoke legal services toprivate clients and family offices. Our team advises individuals and families on the use of domestic andforeign trusts, foundations, partnerships, wills and various wealth planning tools and the application oftreaties. Our team regularly advises clients worldwide on sensitive business and personal affairs,including:

• Pre-IPO and Post-IPO wealth planning for founders and shareholders

• Restructure planning and implementation of offshore trusts and foundations for asset protection and wealth succession

• U.S. trust, Offshore trust and ESOP trust planning

• General estate planning by means of wills,

trusts, foundations, etc.• Prenuptial and postnuptial wealth planning

and arrangements• Multijurisdictional marriage and inheritance

issues• Philanthropic initiative planning

Private Business Transactions, Family Businesses and MoreThe firm’s extensive relationships with multinational corporations and other businesses has resulted ina special emphasis on estate planning and wealth planning for business owners and their own andfamilies’ investments. We focus on developing tax strategies together with KPMG related to crucialevents such as the establishment of a new investment fund, an initial public offering or the sale of abusiness. When generational transition poses its unique challenges, the team draws upon thecombined expertise of the firm’s and KPMG’s private clients, corporate, real estate, and tax teams.

Together we work to design and implement the corporate governance structure of the family company,addressing the concerns about family’s control and the transition and division of wealth by advising onthe governance matters for family businesses, such as family constitutions, family councils, familyoffice structures and on an array of related issues. The team also advises on citizenship planning,cross-border personal and family investment and compliance, RSU and ESOP plans, seminarservices for private banks and insurance companies, and ongoing counseling and ancillary advice forcrisis and reputation management, confidentiality, internal employment and incubation, strategicintroductions.




A corporate group listed in Japan

Provided legal due diligence assistance (alongside KPMG’s

f inancial and tax due diligence services) to one

of the w orld’s largest steel producers, in connection w ith a

potential investment in a HK/PRC steel business

A large private enterprise group

A large private enterprise group’s EUR 1 billion acquisition of a

Belgian independent gearbox manufacturer (including operations in China and Malaysia).

A listed companyThe RMB 1.7 billion

(about USD 250 million) acquisition of

Brazil's largest agricultural product platform by a listed company under a

large private enterprise group.

A Hong Kong / French JV company

Provided a w ater and w aste treatment

solutions provider w ith M&A support, in its

acquisition of the PRC environmental testing

business of an Australian-

headquartered corporation”

Our experience

A telecommunications and IT group

Provided Hong Kong legal analysis and deal structuring advice for a

proposed global reorganisation of tw o

main business segments

A UAE companyAdvised on its investment of an indoor ski-park in

Shanghai w ith total area of 227,118 square meters

A corporate group listed in Japan

Provided legal due diligence assistance (alongside KPMG’s

f inancial and tax due diligence services) to one

of the w orld’s largest steel producers, in connection w ith a

potential investment in a HK/mainland China steel

business


Advised on its EUR 1 billion acquisition of a Belgian independent

gearbox manufacturer (including operations in

China and Malaysia)

A listed company

Advised on the USD 900 million acquisition

of a US cancer treatment company by

a listed company under a large private

enterprise group


Advised on its EUR 500 million+ acquisition of a

German-standard special steel producer (including operations in Nevada, US and China)

A listed companyAdvised on the RMB

1.7 billion (about USD 250 million) acquisition

of Brazil's largest agricultural product platform by a listed company under a

large private enterprise group

A Hong Kong listed company

General Hong Kong law retainer for the

largest telecom softw are product and

related service provider in mainland

China


Advised on its EUR 500 million bid to acquire a

Dutch car rear-view mirror manufacturer

(including operations in Ireland and Mexico)

A PRC property investment companyProvided Hong Kong legal due diligence

assistance to a mainland China property

investment company in connection w ith a

potential investment in a real estate holding

company

One of the biggest oil companies

Advised on its USD 46 billion Joint Venture w ith

tw o state-ow ned enterprises regarding refinery and petrol oil

station business in China

A Hong Kong / French JV company

Provided a w ater and w aste treatment

solutions provider w ith M&A support, in its acquisition of the mainland China

environmental testing business of an

Australian-headquartered corporation

Legal Services Reimagined10



Recognition of our Partners*

Legal 500 Asia Pacific

* Certain awards may have been gained prior to joining 上海睿威律师事务所 or SF Lawyers

Chambers and Partners

China M&A Association

Morning Whistle Group

China Business Law Journal


2016-2018 Next Generation Lawyer*

Corporate/M&A Lawyer in 2020 and 2021

Best M&A Lawyer in 2018 & 2017*

Best Legal Service Provider for Cross-border M&A Golden Whistle Prize in 2017*

Deal of the Year 2018*

11

“International M&A Advisor Award” 2014*

Asian Legal Business

The M&A Advisor

China Business Law Journal LEGALBAND

China Top 15 M&A Lawyers in 2019*

2019* and 2020 Award of Excellence in Family Wealth Management by China Business Law Awards

2017*, 2018* and 2020 List of Leading Private Wealth Management Lawyers in China


2021 Firms to Watch

Legal Services Reimagined



Joint Venture Deal of the Year 2014*

Our Senior Leaders

Background• Ms. Yu is currently the Senior Partner of 上海睿威律师事务所 and is qualified to practice law in the United

States and China. After studying and practicing in the United States for 10 years, she was transferred back toChina in 2007 by an international law firm and stationedin its Shanghai office.

• Ms. Yu has advised and assisted a number of Chinese clients with implementing their global strategies byproviding various legal services including carrying out legal due diligence and designing suitable transactionstructures. She has extensive experience in negotiating and drafting transactional documents for Chineseclients pursuing outbound investments and mergers and acquisitions deals including in the United States,Europe and the Middle East.

• Ms. Yu is widely recognized and has received a number of awards including the 2021 and 2020 Corporateand M&A Lawyer award from Chambers and Partners, the 2019 Top 15 M&A Lawyers award from ALB, the“2018 Best M&A Lawyer” award and “2017 Best M&A Lawyer” award from the China Mergers andAcquisitions Association, the “2017 Top 10 M&A Persons” award from the Zhejiang Investment and M&AAssociation and Phoenix, and the “2017 Golden Whistle Award for Chinese Overseas M&A Legal AdvisoryServices” from the Morning Whistle Group.

ExperienceMs. Yu has led and advised on a range of multinational and domestic PRC engagements including:

• Assisted Yinyi Group in its EUR 1 billion acquisition of a Belgian auto-parts manufacturer*• Assisted Sanpower Group in its USD 900 million acquisition of a cancer treatment company in the United

States*• Assisted Wangsu Technology in its USD 200 million acquisition of a TMT company in South Korea*• Advising S.C. Johnson its USD 200 million acquisition of a household chemical manufacturer in China*• Assisted a Chinese listed company, Pengxin International Mining, in its USD 100 million investment in

Gerald, a US based commodity trading company*• Assisted Staples, an American company, in its joint venture project in China*• Assisted Grand Hyatt Hotels Corporation in its joint venture project in China with the Yintai Company*• Assisted American Securities in the establishment and investment of its Chinese fund*• Assisted Yinyi Group in its RMB 1.5 billion acquisition of a Japanese sensor manufacturer*• Assisted Nikon in its restructuring in China• Assisted HP International in its operational compliance matter in China• Assisted Samsung in the sale of its business in China • Assisted Exxon Mobil in its operational compliance matter in China*• Assisted Fiege International in its restructuring in China • Assisted Kiwa Group, a Dutch listed company, in its RMB 260 million acquisition of a certification service

provider in China * Experience gained prior to joining 上海睿威律师事务所

Senior Partner上海睿威律师事务所

Room 604-606, Plaza 661266 Nanjing West RoadShanghai 200040, ChinaTel: +86 (21) 5203 1588

Phone: +86 189 3007 [email protected]

Specialization• Mergers and acquisitions• Corporate and commercial

Education and Qualifications• New York University (J.D.)• Johns Hopkins University (M.A.)• China Foreign Affairs University (B.D.)• Admitted in PRC• Admitted in USA

Paula Yu




mailto:[email protected]

Background• Shirley has extensive experience on complex corporate and commercial transactions in China and across

Asia. She advises on all types of transactions, including mergers and acquisitions, private equity investments,restructurings and joint ventures, as well as on a full range of corporate matters, including constitutions,corporate governance, directors’ duties and shareholders’ rights. She also has experience in initial publicofferings, take-privates, bond issues, investment fund formation and other banking and capital markettransactions. Shirley garners fulsome praise in providing a responsive and hardworking service to her clientswho include Chinese state-owned, privately owned and international enterprises, financial institutions, privateequity firms,asset managers, Hong Kong and US listed companies.

• She is a qualified lawyer in Hong Kong Special Administrative Region of China, New South Wales Australia,England & Wales, and New Zealand. Her legal career began back in 2004 with KPMG’s tax and legaldepartment in Sydney, before she relocated to Hong Kong where she spent over four years in premieroffshore law firms and more than seven years at top tier international law firms. She was a key part of theteam which was awarded “Offshore Law Firm of the Year” by ALB Hong Kong Law Awards, China Law &Practice Awards and IFLR Asia Awards from 2014 to 2017. Many of the deals which she worked on are high-profile and high-dollar-value transactions and have received industryrecognition and acclaim.

Experience• Advising SUEZ NWS Limited on its US$57.3 million (plus adjusted net cash) acquisition of the PRC

environmental testing business of ALS Limited (ASX code: ALQ)• Acting as Cayman Islands and BVI legal counsel to Warburg Pincus in relation to its over RMB 2 billion series

D round financing in Cubic City Service Apartment Group Holdings Limited*• Acting as Cayman Islands counsel to Koubei.com (a Cayman Islands joint venture vehicle formed by Alibaba

and Ant Financial) on its series A pre-IPO financing of US$1.1 billion from CDH Investment, Yunfeng Capital, China Investment Corporation, Primavera and Silver Lake*

• Acting as Hong Kong counsel to China Merchants Bank in relation to its acquisition of 53.12% controlling stake in Wing Lung Bank for HK$19.3 billion, and in its general offer for the remaining shares in Wing Lung Bank for an additional HK$17 billion*

• Acting as Hong Kong counsel to Ping An Insurance (Group) Company of China, Ltd. in relation to its sale of 20% stake in Ping An Health Insurance Co. of China Ltd to Discovery Holdings Limited for approximately RMB 190 million*

• Acting as Cayman Islands and BVI counsel to AsiaInfo Technologies (China), Inc. in relation to the spin-off and the subsequent global offering and listing of the shares of AsiaInfo Technologies Investment Limited on the Main Board of The Stock Exchange of Hong Kong Limited*

• Acting as Cayman Islands and BVI counsel to Warburg Pincus in relation to its over USD 1 billion joint venture investment in New Ease China*

• Acting as Cayman Islands counsel to Belle International Holdings Limited and Muse Holdings-B Inc. in connection with the proposed take-private, by scheme of arrangement, of Belle International Holdings Limited*

* Experience gained prior to joining SF Lawyers

PartnerSF LawyersIn Association with KPMG Law

1125-1127 Prince’s Building10 Chater RoadCentral, Hong Kong

[email protected]

Shirley Fu Specialization• Mergers and acquisitions• Corporate and commercial

Education and Qualifications• City University of Hong Kong (PCLL)• The College of Law, New South Wales

(Graduate Diploma in Legal Practice)• University of New South Wales, Australia

(LLB, BCom)• The Institute of Chartered Accountants,

Australia (Chartered Accountants Program)

Our Senior Leaders13Legal Services Reimagined




Background• David has substantial commercial business and legal experience working in an in-house Senior Counsel role.

He has experience in contracting and commercial transactions, due diligence, employment matters, internalinvestigations, regulatory investigations, corporate law, litigation, general regulatory and compliance matters.This includes experience in matters in a global context, in jurisdictions such as HK, PRC, New Zealand,Indonesia andthe US.

• David has considerable years of experience working in data privacy, as a data privacy officer covering PRC,Macau and Hong Kong. He has advised and dealt with all data breaches and data losses and advised thefirm on legal and compliance obligations. He has completed GDPR compliance reviews including third partycompliance, website reviews and service line operations reviews. He was a key member of the Globalworking group that implemented standard documentation for suppliers to comply with the GDPRrequirements of the KPMG network. He has also advised numerous clients to understand data privacyrequirements and provide guidanceon mechanisms to improve data privacy for their corporations.

• He has more than 22 years of experience in the financial, banking and legal services sectors where he hasled investigations as well as being lead counsel on financial crime matters, including reviews of transactionmonitoring systems, fraud systems, AML/KYC processes and organizational structures, investigations ofsuspicious activities, as well as gap analysis.

• Specialist in Financial Crime and AML for financial institutions, data privacy, and Managed ServicesContracting as well as running operations.

Experience• Lead counsel on the drafting and negotiationof Managed Services contracts with multinational banks

(HSBC) and PRC based banks (CCBA) in Hong Kong, including licensing and regulatory issues; this required co-ordination with cross-border resources and agreement with US and UK organisations; also included establishing a new office for the new business in the PRC and the many aspects to that process

• Advisor and running operations for Global Trade Finance Transaction Monitoring and Fraud based review clearance of backlog for HSBC

• Lead counsel and advisor for litigation and regulatory matters and regulatory investigations*• Lawyer for and member of the HKICPA AML committee, where tasks included handling the drafting of AML

regulations in HK, and conducting and running investigations*• Counsel involved in drafting and negotiating various commercial contracts involving jurisdictions including

UK, US, Singapore, mainland China, Macau, Hong Kong, Switzerland, Cayman Islands, Australia and New Zealand*

• Counsel and project manager for acquisitions including for Asia Pacific*• Counsel and advisor for employment matters in mainland China, HK and various parts of the globe*• Project manager and lead lawyer on SEC investigations, including for McDonalds, and interacted with US

advisors, Global COO, US lawyers and the Chicago head office*• Project lead on managing the corporate structuring for HK, mainland China and Asia Pacific structures** Experience gained prior to joining SF Lawyers

PartnerSF LawyersIn Association with KPMG Law


[email protected]

Specialization• Managed Legal Services• Technology & Intellectual Property• Data privacy• Employment• Corporate and Commercial• Regulatory and investigations

Education and Qualifications• University of Technology Sydney

(Diploma in Legal Practice)• University of Technology Sydney (LLB)

David Murray

Our Senior Leaders





Background• Mr. Tian has been advising multinational companies on complex joint ventures, mergers and acquisitions,

direct investment and regulatorycompliance in mainland Chinaand Hong Kong for 15 years.

• His experience includes legal due diligence, joint venture establishment and negotiation, M&A transactiondocuments and negotiation. He also has extensive experience in advising on funds formation, outboundinvestments, intellectual property licenses and real estate cases. As a New York qualified lawyer, Mr. Tianhas also advisedclients on the U.S. sanctions law and FCPA.

• Prior to joining SF Lawyers, Mr. Tian has worked with leading international law firms such as Shearman &Sterling and Paul Hastings in Shanghai and Hong Kong for many years. He has been recognized as aleading lawyer by Legal 500 Asia and manyof his transactions are recognized as the ”deal of the year”.

Experience• Advised one of the largest e-commerce companies in its proposed acquisition of a logistics group, including

compliance due diligence• Advised a Japanese hightechnologycompanyin its proposed acquisition ofan auto parts trading group• Advised a leading Chinesereal estate companyin its proposed investment into a state holding group• Advised a leading supplychain provider in its proposed acquisition ofa certification companyin China• Advised a Saudi Arabian oil companyin its joint venture with state-owned enterprises in China• Advised a renowned UK auto manufacturer in its business restructuring in China• Advised a renowned Germanauto manufacturer in data privacy related matters• Advised a Chinese telecom companyin its investment in Australia• Advised a A-share listing company in the establishment of a joint venture with Microsoft, which is the first

companyestablishedin the China (Shanghai) PilotFree Trade Zone*• Acted for a state-owned investment fund in relation to its investment in a U.S. airplane manufacturer*• Conducted LDD for a UK real estate management company in relation to its acquisition of a Chinese asset

evaluation company• Advised a prominent U.S. finance service provider in its acquisitionofa Chinese company*• Advised many international real estate investment funds in relation to their acquisitions in China*• Advising Huawei Holdings* on compliance matters• Advised a large state-ownedenterprise in acquisition ofa German companyand a U.S. company*• Advised GSK on FCPA compliancein China*• Advised Walmart in its acquisition of a large Chinese retail companyin China*• Advised many U.S. companies in relation to the establishment ofa joint venture with a Chinese company* Experience gained prior to joining SFLawyers

Registered Foreign Lawyer in Hong KongSF LawyersIn Association with KPMG Law


[email protected]

Specialization• Mergers and acquisitions• Corporate and commercial• Regulatory compliance

Education and Qualifications• LLB Renmin University of China• Master of Law Tsinghua University• LLM Southern Methodist University • Attorney at Law in the State of New York,

USA• PRC Legal Qualification

Leo Tian

Our Senior Leaders

Legal Services Reimagined 15




Background• Echo is qualified both in China and California. She is one of the few private wealth management practitioners

who has the business savvy combined with extensive trust planning experience and multi-jurisdictionqualifications. Rooted in China, she has in-depth understanding about the challenges that Chineseentrepreneurs and their families may face regarding wealth preservation, tax planning, business successionand international expansion. Echo has exhibited great competency and good judgment in handling large-scale and complicated multi-jurisdictional estate planning. Her extensive corporate investment experienceand foreign law education enables her to tackle the most complicated challenges in a sophisticatedlyinnovative and pragmatic way. Echo also has abundant experience in dispute resolution, especiallymediations.

• Echo has made a tremendous contribution to educate Chinese wealth management community on Chinesetax reforms, use of private trust, international estate planning, CRS and FATCA regime over the past yearsby delivering over 200 lectures and speeches to various wealth management firms, private banks, familyoffices, ultra-high net worth individuals and families from the mainland. Echo is widely recognized and hasreceived 2019 and 2020 Award of Excellence in family wealth management by China Business Law andLEGALBAND'S 2017, 2018 and 2020 List of Leading Private Wealth Management Lawyers in China.

Experience• Advising on succession planning and wealth preservation for ultra-high net worth individuals and families,

including proper trust planning such as pre-IPO trust structure design and implementation, asset protectiontrust, US Foreign Grantor Trust or Canadian non-resident trust, drafting durable power of attorney andmedical proxyfor business owners and keyfamilymembers*

• Advising on the establishment of family offices and fiduciary issues, drafting governance documents andcoordinating multi-jurisdiction taxadvice or regulatoryissues for the familyoffice

• Advising clients on mobilityand nationalityplanning• Advising clients on China foreign exchange control issues and cross border asset transfer / gifting /

inheritance• Advising and assistingwith familycharityinitiatives reflecting the family's philanthropic ethos• Assisting with cross border amicable divorce proceedings and multi-jurisdictional succession• Advising on and drafting cohabitation agreement, non-marital child support agreement, pre and post nuptial

agreements and directed gift agreements• Counseling trustees on their fiduciary duties, tax issues and proper structure for the purpose of holding

various types of assets for clients• Providing trainings and lectures to private banks, wealth management firms, ultra-high net worth individuals

and entrepreneurs on topics of compliance, estate planning and nationalityplanning• Representing clients on familyissues and in divorce proceedings• Representing clients on succession disputes* Certain experience gained prior to joining 上海睿威律师事务所

Partner上海睿威律师事务所

Room 604-606, Plaza 661266 Nanjing West RoadShanghai 200040, ChinaTel: +86 (21) 52031585

Phone: +86 138 0121 [email protected]

Echo Zhao Specialization• Trust and Estate Planning• Wealth Preservation and Planning• Family Law and InheritanceEducation and Qualifications• Temple University, LLM• Peking University, MBA• Admitted in PRC• Admitted in USA

Our Senior Leaders

17Legal Services Reimagined16




Counsel上海睿威律师事务所

Room 604-606, Plaza 661266 Nanjing West RoadShanghai 200040, China

Tel: +86 (21) 5203 1597Mobile: +86 138 1004 [email protected]

Kai Luo Specialization• Labor and Employment• Corporate and Commercial• Regulatory ComplianceEducation and Qualifications• China University of Political Science and

Law, Ph.D. in Law Candidate• University of California, Berkeley, LL.M.• University of International Business and Law,

LL.M.• China University of Labor Relations, LL.B.• Admitted in PRC

Our Senior Leaders

Background• Kaitian (Kai) Luo is a counsel at Shanghai SF Lawyers and leads the PRC employment law practice. He has

12 years of research and practice experience in labor and employment law. Kai advises multinational anddomestic companies in a wide range of industries on employment-related matters. He has extensiveexperience in addressing employment issues in M&A, restructuring, bankruptcy and liquidation scenarios. Kaihas considerable expertise in handling senior executive and key employee management, internationalemployment, flexible employment, diversity & inclusion, workplace anti-harassment and anti-discrimination,and labor issues in the ESR, international trade and investment and supply chain. He also represents clientsin labor disputes before the labor arbitration committee and in court.

• Kai has provided general corporate and commercial services for many reputable clients over many years. Hehas also participated in regulatory compliance investigations for state-own companies and was responsiblefor the labor-related figures assessment in the business environment review.

• Kai has been selected to join the Beijing Foreign-related Legal Services Talent Pool. As a principal planner,he participated in the Legal Environment Report of the Belt and Road Countries, which is edited by the All-China Lawyers Associationand drafted byhundreds of lawyers from Chinaand other countries.

• Kai is recognised by Legal 500 Asia-Pacific (2021) for his PRC employment law expertise. A client says, “Kaidemonstrated outstanding professional skills and customer-oriented service in the process of serving ourcompany, and provided customers with highlyoperational opinions.”

• Prior to joining Shanghai SF Lawyers, Kai worked with King & Wood Mallesons as a senior associate andAnJie Law Firm as a partner for several years in Beijing. Early in his career, Kai also worked with the BeijingTax Bureau.

Experience* • Advised on labor and employment matters for GE, Apple, Mastercard, John Deere, Baker Hughes, Siemens,

Bayer, Bombardier, MITSUI, ONE, Hyundai, McDonald’s, Topsoe, MetLife, Alfa Lava, LM Wind Power,Munich Re, Crédit Agricole, AXA, Mphasis, CERCG, CGN, COFCO, ICBC, Lenovo, BTG, CJ-Pension,Xinhua News, the Organizing Committee for the 2022 Beijing Olympic Winter Games, etc.

• Designed employee replacement plan, negotiated with shareholders, trade unions, and governments, andprovided on-site support in mass employee replacement projects in M&A, bankruptcy and restructuring, etc.,the numbers of impacted employees are ranging from hundreds to over 30,000.

• Drafted employee replacement plan and addressed strike and social insurance disputes in an M&Atransaction for a listed state-owncompanyin the food industry.

• Designed action plan and communication strategies for employees and authorities, drafted relatedagreements, and provided advice on lay-off for a leading US agricultureequipment company.

• Advised on international employment and drafted polices and agreements for a global wind power company.• Handled morethan ten cases about senior executive’s termination ofemployment for leading companies.• Represented clients in labour arbitration and litigation proceedings andwon.* Certain experience gained prior to joining 上海睿威律师事务所

Legal Services Reimagined 17




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