The Series A-round and B-round of investment in Gewara.com by private equity investors Shanda Capital and CDH Investments were recently executed with the assistance of a Dacheng team led by Shanghai-based attorney Shang Haodong.

Gewara.com is a leading online platform where urban residents could get the latest information on entertainment events and activities around them, book them online and post comments. Its business model has a lot in common with that of Dianping.com, China’s largest restaurant review site. Shanda Capital, founded by SNDA, is a venture capital investor in TMT. CDH Investments, established in 2002, is one of the most important investment funds in China which is currently managing $5.5bn of assets of various forms, including private equity, venture capital, real estate investment and securities investment funds.

The team led by attorney Shang Haodong was in charge of the legal work involved in the Series A-round and Series B-round of offshore funding, which included the design of the VIE (variable interest entities) structure, negotiation, due diligence, the preparation of the disclosure letter, the revision of offshore transactional documents such as SPA (stock purchase agreement), SHA (shareholder agreement), and M&A (memorandum & articles of association), the revision of parts of domestic legal documents such as comprehensive service agreement, stock pledge agreement, voting trust agreement and stock option agreement. The team also coordinated professionals from Dacheng’s Hong Kong office, Ogier, a Cayman-based law firm and agencies at home and abroad in completing foreign exchange registration pursuant to regulations of the State Administration of Foreign Exchange, setting up a WFOE and another domestically funded SPV and issuing legal opinions based on PRC law, Hong Kong law and Cayman Islands law.

The expertise and dedication of the Dacheng team, especially their coordinating capability and professionalism displayed at the final stage of execution, was highly recognized by the client. Gewara.com had decided to retain Shang Haodong’ s team as its standing legal counsel and employ their services in cross-border stock option design, the ensuing Series C-round financing and IPO.

The team was composed of attorneys and paralegals Shang Haodong, Zhao Ruohan, Fu Xingli, Xin Yingying and Zou Bijia.