Chambers Yang Senior Partner
Shanghai
chambers.yang@dentons.cn
  • Capital Markets
  • Corporate and M&A
  • Real Estate, Construction and Energy
  • Criminal Law
  • Working Language:
  • Chinese
  • English

Introduction

Chambers (Chunbao) Yang, senior partner and Director of Capital Market Department of Dacheng Shanghai, team leader of PE & Investment Fund Sector of Dacheng China, member of International Bar Associations, member of Shanghai Foreign Legal Talent Pool, member of Legal Advisory Board of Shanghai State-Owned Enterprise Reform.

 

Yang has been practicing law for 29 years and has long been engaged in legal services in relation to private equity funds, investment and financing, and M&A, covering industries including Technology, Medial and Telecommunication (TMT), big finance, big health, real estate and infrastructure, exhibition, manufacturing, etc. Since 2004, Yang has been elected into the Legal 500 "Private Equity" and "Company and Business" lists and specially recommended or commented by the Asia Law Profiles for many times.  From the year of 2016, Yang has been successively identified by China Business Law Journal as one of China's Elite 100 Lawyers, awarded as PRC Company Law Expert of 2021 by leaders in Law'-2021 Global Awards Programme, successively elected into the recommendation directory for "Excellent Lawyers & Law Firms Recommended by General Legal Counsels of China's Well-known Enterprises", and awarded many times as M&A Lawyer of China and TMT Lawyer of China by Lawyer Monthly and Finance Monthly, as well as the other professional awards, and, he has been continuously shortlisted in Australia China Alumni Awards.  

 

In addition, Yang is Qualified Independent Director for listing company and selected into outside director pool of SASAC of Huangpu District.Yang used to serve as the independent director or outside director of Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd., Shanghai Mckintey Group Co., Ltd., Shanghai Nanfang (Group) Co., Ltd. and Shanghai Yu Yuan (Group) Co., Ltd.

 

For social positions, Yang is off-campus Professor of Law School of East China University of Science & Technology, off-campus Supervisor of Law School of Fudan University, off-campus Post-graduate Supervisor of East China University of Politics & Law, Lecturer of PE Class for CEOs of Shanghai Jiaotong University, Lecturer of Cross-border Management Talent Class being hosted by Shanghai Commerce Commission.  

 

On academic aspect, Yang has published 16 books (including succeeding editions) including <Legal Risk Control through Company Life: Practice & Case Analyses><Perfect Winning of Capital II: An Operation Guide for Investment & Financing: Models & Processes><Private Equity Fund: Practice on Risk Management>.

Admissions and Qualifications

  • PRC Licensed Lawyer

Honors and Awards

  • successively listed in "Private Equity" and "Company and Business" from 2004(2004), The Legal 500
  • specially recommended or commented from 2004(2004), Asia Law Profiles
  • one of China's Elite 100 Lawyers in 2016 and 2017(2016), China Business Law Journal
  • PRC Company Law Expert of 2021(2021), Leaders in Law

Representative Projects/Matters

Issued legal opinions for the registration (including initial registration and major change registration) and membership of more than 10 different types of fund managers affiliated to CapitaLand, the Yangtze River Industry Fund, GTJA Investment Group, Dingfeng Asset, Tongkong Capital, Xingyin Investment as well as Yibo Asset, etc.; and provided comprehensive legal services for the establishment and fundraising thereof;

Provided legal services to FOFs including National Green Development Fund, Pudong Pioneer Area Fund affiliated to Shanghai Pudong Investment Holding Group, Science and Technology Innovation Guiding Fund of Putuo District, Shanghai for their selection of several fund managers and sub-fund establishment (Including but not limited to Yangtze River Delta Phase II Fund, Pudong Pioneer Area Science and Technology Innovation Fund No.1) covering conducting legal due diligence, reviewing legal documents relating to fund establishment as well issuing legal opinions;

Provided comprehensive legal services for the establishment and fundraising of dozens of domestic and overseas funds set up by several fund managers such as GTJA Investment Group, Sycamore Capital, Yonghua Investment, Wenzhou Investment, etc.

Conducted legal due diligence toward relevant PE fund managers and the PE funds issued/to be issued by them, for the subscription of such funds by listed companies such as Shanghai Pudong Construction Co., Ltd. and other institutional investors, and reviewed the fund establishment documents and issued legal opinions;

Provided comprehensive legal services such as conducting legal due diligence, reviewing fund establishment documents, issuing legal opinion to Trust Mutual Life (Alibaba’s subsidiary) for its Science and Technology Innovation Fund and S Fund project in accordance with the regulatory provisions on the use of insurance funds;

Served as perennial legal advisor of many PE fund managers or investment companies including GTJA Investment Group, Xingyin Investment Company affiliated to Huafu Security, Zendai Group, Zhengqi Financial affiliated to Lenovo, Pudong Venture Capital, Dehui Group, Tielin Capital, Wenzhou Capital and Bule Saker Asset Management, etc., to provide all-round legal services for its daily operation, capital operation and fund raising, investment, management and exit. Offered legal services, such as conducting due diligence, drafting legal documents as capital increase agreement and relative agreement

Provide comprehensive legal services including conducting due diligence and drafting investment documents for the carbon-neutral fund of Baowu Group to invest in the world's leading liquid food equipment enterprises affiliated to CIMC Group;

Provided comprehensive legal services such as deal structure design, agreement negotiation as well as closing for the acquisition of real estate projects by the establishment of real estate fund for CapitaLand, F&T Group, Jiacheng Group, Westbank Investment as well as the other companies;

Provided whole-process legal services for dozens of financing enterprises (including semiconductor, chain catering, medical equipment, real estate, furniture and other industries) to accept PE fund investment;

Handled dozens of disputes over valuation adjustment mechanism involved in PE investment (including one of the earliest VAM cases in China, and “the Most Miserable Entrepreneur” VAM retrial case);

Provided comprehensive legal services covering joint venture negotiation, documentation drafting, approval and registration procedures processing for dozens of joint venture projects, such as Nippon Paint and several foreign companies such as B&K respectively; Shanghai Pharma Group and several foreign companies such as Italian Solgma Group respectively; VNU Exhibition and several foreign companies such as Messe Stuttgart respectively; F&T Group and several domestic companies respectively, etc.;

Provided comprehensive legal services for the joint venture project between Xi'an Aircraft International Corp and Austria FACC Group as well as the provision of parts production and assembly to Shanghai Large Aircraft Project by the two parties, covering negotiation, agreement drafting, etc.;

Provided legal services such as conducting due diligence; drafting and negotiating of M&A agreement; dealing with closing and approval procedures to nearly one hundred M&A projects,

Due diligence; designed and demonstrated asset and debt restructuring plan; drafted documents; communicated with the government for many onshore/offshore investment structure adjustment cases, including Rexam Group (U.K.), Nippon Paint, Polindo (Indonesia), Hisaka (Singapore), COFCO, Land Holding Limited, Lenengy Battery and Taizhou Gas.

Designed different kinds of equity incentive schemes as well as drafted equity grant agreements for Wahaha, Bordrin, Richecloud, Dealeasy Electronic,a logistics park corporation in Hefei etc.

The special liquidation of a Sino-Foreign cooperation hotel – Shanghai Haijing Hotel (first special liquidation case of a foreign invested company in Shanghai); the compulsory liquidation of a joint venture in Wuxi (first compulsory liquidation case in Wuxi) and some difficult liquidation projects, such as Shanghai Shida, Jiaxing Shangyu.

Represented dozens of varied shareholder interest disputes, equity transfer disputes, corporate governance disputes (including a dispute regarding an BVI company director damaging shareholder’s interest which was the first time such BVI company case being judged by BVI laws by Chinese court), especially being skilled in resolving disputes through non-litigation methods to realize win-win results

Provided comprehensive legal services for the concessioned projects of Shanghai Hongqiao Wastewater Treatment Plants, Taihe Wastewater Treatment Plants, Zhuyuan First and Second Wastewater Treatment Plants as well as their reconstruction, the PPP project of Zhuyuan Fourth Wastewater Treatment Plants and Shanghai Rainwater Planning Project.

Provided comprehensive legal services for some large real estate development projects, including the New Bund Garden, the Jinqiu California Garden, the Future Star Town covering project negotiation, portfolio design, project company establishment, land lease, project management, program design, early-stage development, financing, engineering design, construction, selection and purchase of materials and equipment, project assignment, real estate sales, preparation for property management, completion and delivery for use, early-stage property management as well as dispute resolution, etc.;

Provided full legal services for the World Trade Center project in Nanjing invested by the joint venture of JP Morgan Greater China Property Foundation and F&T Group,Citibank Tower, Expo Performance Centre (now as Mercedes-Benz Arena), and some factory-building constructions in Shanghai, Suzhou, Guangzhou, Huizhou, Dongguan, Chengdu and Tianjin for companies such as Akzo Nobel and its affiliates, Nippon Paint and its affiliates, Bausch+Linnermann, Solmag Group;

Provided comprehensive legal services for the merger and acquisition of over a dozen of large real estate projects as well as the assignment of uncompleted buildings, covering conducting due diligence, drafting and negotiating M&A agreement, dealing with the delivery and approval procedures, etc.;

Provided legal services including draft and negotiation of management agreement and technical service agreement of Savills Residence Chain Serviced Apartment, provided legal services including draft and negotiation of hotel management and trademark license agreement of hotels such as Ramada Hotel;

Handled dozens of varied types of major, hard and complex cases such as develop dispute between a developer and a force, payment dispute of Shanghai Lingang Sea Reclamation Project, property right dispute of Embassy of Poland in Republic of China, damage compensation dispute amounting 1.78 billion Yuan between certain overseas real estate fund and certain purchaser of real estate project as well as nearly one hundred other disputes relating to real estate co-operation, real estate lease & sale and construction project, etc.

Provided all-round legal services for the new transaction system software development and integration, service outsourcing, technology and labour cooperation, international tender of equipment and data center construction of Shanghai Futures Exchange and China Financial Futures Exchange;

Provided overall legal services for the establishment of Wahaha Online shopping mall including but not limited to the negotiation on the cooperation scheme and agreement of project company, the draft of financing agreement, the design of equity incentive scheme as well as the draft of complete set of legal documents, the legitimacy analysis, risk alert and legal advice on varied business modes and types, the draft of varied legal documents including various kinds of business cooperative agreement, business cooperative agreement as well as user agreement, etc.

Provided overall legal support for U1baby, a subsidiary of KJT.com (002640.SZ), for its providing such services of e-store platform construction/operation/maintenance, e-commerce marketing and promotion, transnational e-commerce as well as supply chain to the flagship stores of such brands as Dumex, Arla, Danone, Nestle, Pfizer on the e-commerce platforms including Taobao.com, T-mall, JD.com, Sunningshop.com, Dangdang.com, etc.;

Provided overall legal support for the fresh food e-commerce platform and mobile phone courier-repair platform which are affiliated to SF Express (002352.SZ) including draft or review of various business contracts as well as issuance of legal opinions on data protection, point system, third-party payment and intellectual property protection, etc.;

Provided special legal services for the cooperative development, commissioned development and game operations for several games such as NBA2K Online of 2K Games (Take Two’s subsidiary);

Provided legal services such as cooperation mode design, agreement negotiation for the commission of operation and management of the world’s biggest exhibition center, Shenzhen International Exhibition Center by internationally recognized venue management agency, and also served as the legal counsel thereof;

Served as a legal counsel to provide comprehensive services for Netherlands VNU Exhibitions such as co-hosting, exhibitors recruitment as well as media cooperation of varied exhibitions it hosted; and provided comprehensive services including cooperation negotiation, agreement draft for the projects such as Domotex Asia China Floor co-hosted by German Hannover and VNU, R+T Asia co-hosted by German Stuttgart and VNU, Milan Furniture Fair co-hosted by Italia Federlegno Arredo Eventi, TCT Asia co-hosted by UK Rapid News, as well as the acquisition of Singapore Aquarama Pet Show.

Activities and Affiliations

  • Off-campus Post-graduate Supervisor of East China University of Politics & Law
  • Off-campus Supervisor of Law School of Fudan University
  • Off-campus Professor of Law School of East China University of Science & Technology

Academic Achievements

  • Private Equity Fund: Practice on Risk Management, China Legal Publishing House, March 2018 (2 editions updated)
  • Legal Handbook for Business Startup and Investment, China Legal Publishing House, June 2015 (2 editions updated)
  • Legal Risk Control through Company Life:Practice & Case Analyses, China Legal Publishing House, June 2015 (2 editions updated)
  • Legend of Start from Scratch: On Corporate Evolutions (Fa Shuo Shui Hu), China Legal Publishing House, August 2011
  • Perfect Winning of Capital II: An Operation Guide for Investment & Financing: Models & Processes, China Legal Publishing House, April 2011 (4 editions updated)
  • Perfect Winning of Capital: Laws & Policies for Investment, Mergers & Acquisitions, Financing, Private Equity and Listing, China Legal Publishing House, March 2011 (4 editions updated)
  • A Road to Success in Business Startup: 235 Letters to Entrepreneurs from Lawyers, China Legal Publishing House, February 2011
  • Legal Practices in Corporate Investment & Financing:Models and Processes, China Legal Publishing House, April 2009
  • 108 FAQs on Laws for Entrepreneurs, Shanghai Scientific and Technological Literature Press, September 2007

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