Summary
Chambers (Chunbao) Yang, senior partner of Dentons Shanghai, member of International Bar Associations. Yang has been successively identified by China Business Law Journal as one of China’s A-List 100 Lawyers, awarded many times as Finance Monthly’s Award on TMT Lawyer of China and Award on M&A Lawyer of China as well as the other professional awards, listed as “Recommended Lawyer” by Asia Pacific Legal 500 and Asia Law Profiles for many years; in addition, he is Qualified Independent Director for listing company, member of Legal Advisory Board of Shanghai State-Owned Enterprise Reform.

Experience

Legal Counsel Services
Yang started his career as an in-house counsel in Southeast Branch of CMST Shanghai upon graduation from Fudan University. After becoming a licensed lawyer in 1995, he has been successively retained as the legal counsel of dozens of government departments, large state-owned enterprises, foreign-invested enterprises and private high-tech companies, such as Changxing Island Development Commission, Shanghai City Water Authority, Shanghai Marine Bureau, Citic Guoan, China MCC5 Group, Shanghai Public Performance Evaluation Association, Huai’an Chamber of Commerce in Shanghai, Chinese Incubator, Shanghai Futures Information Technology, several technology and investment companies affiliated to SF Express, Huaming Hi-tech Group, ReneSola, Genor Biopharma, Dehui Group, Pudong Venture Capital,  Nippon Paint, Ziehm Medicals, Munich Trade Fairs, VNU Exhibition, Savills Property Services, Gardnerdenver (KKR affiliate), Thermon, F&T Group, 2K Games, Fairton, GenRx Holdings, etc. By providing professional and efficient legal services to these clients, he has accumulated very rich and comprehensive experience in legal counsel services.

Corporate, Investment, M&A and Private Equity/Venture Capital (PE/VC)

Yang has led large amounts of legal projects regarding corporate, investment, M&A and PE/VC including establishment of varied domestic and foreign companies, limited partnerships; restructuring and M&A of varied companies; the establishment, fund manager registration, legal opinion issuance as well as the raising, investment, management and exit of various types of PE/VC funds; valuation adjustment mechanism; shareholding reform; IPO and issuance in secondary offerings; NEEQ listing; equity transfer and pledge; corporate shareholding and corporate governance structure design; stock option, management buyout (MBO) and employee stock ownership plan (ESOP); liquidation; and shareholders dispute resolution, etc. 

In addition, Yang has been frequently invited to deliver speeches regarding topics such as investment and M&A at many domestic and international conferences and symposiums, such as Shanghai Venture Capital Association, PE Association of Shanghai, YRD Capital Market Forum, China Food & Drinks Retail & Distribution Conference, Ports & Liners China 2002, China Containers 2004, China Food and Beverage Summit 2005 & 2009, China Tax 2006, 2007 New Environment For Foreign Investment In China, China Warehouses & Distribution Centers Summit 2007, Pulp & Paper Outlook 2007 & 2008, SeaTrans 2007 and Pulp& Paper Outlook 2007 & 2008.  And, he has also provided transnational M&A training for cross-border management talents of Shanghai Commerce Commission.

Some key projects led by Yang are:

• Provided comprehensive legal services such as shareholding structure design,  drafting of establishment documents to varied companies, including Shanghai Suzhou River Integrated Construction (wholly state-owned); Wuxi Life Science & Technology Development Corp.; an IOT investment company in Wuxi; many varied limited companies, limited partnerships and funds, etc.; 
• Issued legal opinions for the registration and membership of several different types of fund managers affiliated to the Yangtze River Industry Fund, Dingfeng Asset, Tongkong Capital, Xingyin Investment as well as Yibo Asset, etc.;
• Provided legal services to Science and Technology Innovation Guiding Fund of Putuo District, Shanghai for its selection of several fund managers and fund establishment covering conducting due diligence, reviewing legal documents relating to fund establishment as well issuing legal opinions;
• 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 F&T Group, Jiacheng Group as well as the other companies;
• Provided comprehensive legal services for dozens of investment projects of the funds affiliated to Dehui Group, Pudong Venture Capital, etc. covering conducting due diligence, drafting legal documents such as capital increase agreement, dealing with investment disputes as well as arranging exit of the funds; 
• Handled disputes over valuation adjustment mechanism of a PE company (one of the earliest VAM cases in China);
• Provided legal opinions on the stock allotment of New World (SH600628);  
• Provided comprehensive legal services covering joint venture negotiation, documentation drafting, approval 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 dozens M&A projects, including the acquisition of a famous electric-motor producer in Jiangsu by Siemens and setting up a joint venture; the acquisition of a famous Shanghai essence producer by Kerry Group (U.S.A); the acquisition of a foreign-owned new-type coating company in Shanghai by French Parex Group, the sales of two environmental enterprises by a Hefei family to an US listed company, the acquisition of Gansu Orient Titanium by Nippon, the acquisition of a famous Shandong paper producer by a Netherland company；the acquisition of Singapore Aquarama by VNU Exhibition; the acquisition of two new material companies and reorganization by Dehui Group; the capital increase and acquisition of a foreign-owned company by a listed company; the overall merger and acquisition of an NEEQ company; the acquisition of foreign invested Shanghai Xinda and Suzhou Xinhai (building materials producers) by domestic funds; the merger and venture investment of Dealeasy Electronic; the acquisition and capital increment of Haoya Investment; and transfer projects of more than ten state-owned, private and foreign-invested real estate companies; 
• Designed and demonstrated restructuring plan; drafted documents; communicated with the government for many investment structure adjustment cases, including: Rexam Group (U.K.), Nippon Paint, Polindo (Indonesia), and Hisaka (Singapore).
• Provided legal services such as legal environmental investigation, investment plan design as well as negotiation for the project of a private group to acquire 40,000 acres’ farm in Tanzania;
• Provided legal services such as investment plan design, negotiation as well as acquisition documents draft for a company to acquire large-scale energy project in Zimbabwe through offshore structure;
• Designed different kinds of equity incentive schemes as well as drafted equity grant agreements for Wahaha Fulihui, Bordrin, Richecloud, 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.

Technology, Media and Telecommunication (TMT)

Yang is the team leader of TMT Business Group in Dentons Shanghai.  He has deep understandings and rich experiences relating to telecommunication, network, e-commerce as well as science and technology industries. His essay Legal Issues on Domain Name and its Management has been collected in the book Economic & Legal Development under the Global Background (2002). His English essay Electronic Money and Relevant Legal and Regulatory Issues has been collected in the book Cash to Plastic: Issues and Perspectives published by ICFAI University, India. His essay Restructuring a Scientific & Unified Domain Name Management System was published in professional journal Electronic Intellectual Property Right, another essay International Business Arbitration of the Internet Age was published by China Daily, all of which have received widespread positive comments from professional insiders. He has also been retained as expert of the Domain Name Dispute Service Center affiliated to Domain Name Doctor Consulting Company. In addition, he made a key-note speech Legal Rules and Regulations against Internet Unfair Competition Behaviours at 2017 Unfair Competition Enforcement Summit.

The representative cases led by Yang include:

• Provided comprehensive legal services as legal counsel of 2K Games, Wahaha Fulihui, Vzoom and many other websites; 
• Provided all-round legal services for the new transaction system development and integration, service outsourcing, equipment purchasing and server room construction of Shanghai Futures Exchange and China Financial Futures Exchange;
• Provided overall legal services for the establishment of Wahaha Fulihui 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 reminder and legal advice on varied business modes and types, the draft of varied legal documents including various kinds of subsidy 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 drafting or reviewing various business contracts, and issuing legal opinions on data protection, point system, and third-party payment for the fresh food e-commerce platform and mobile phone courier-repair platform which are affiliated to a famous listed logistics company;
• Provided special legal services for network compliance and data security for many foreign-invested companies and cross-border operating companies;
• Provided legal services including but not limited to legal consultation and issuance of legal opinion for Shanghai Futures Information Technology on such issues as business license and accumulated-points system of its SimNow Finance Simulations Transaction Platform;
• Provide overall legal services for the establishment of e-commerce website, the establishment of luxury flagship store on relevant e-commerce platform as well as online community, or the construction of network platform ports for many clients such as Savills and Fairton;
• Provided legal services including but not limited to contract review for the APP development, operation as well as service of Lixia Information Technology , and such APP includes network output device, 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);
• Issued legal opinion for the issues in relation to the investment and operation in China of Spil Games;
• Provided special legal services such as deal structure design and transaction documents review for the introduction of strategic investors by an animation company;
• Served as the legal counsel of Huaming High Technology Company affiliated to East China University of Science and Technology, and provided comprehensive legal services for technology transfer and technology investment, etc.;
• Provided comprehensive legal services for the series patent licensing and technology introduction of SPH, the joint venture and technology introduction of Solmag, series cooperative technological developments and commissioned technological developments for SHFE and CFFE, etc.;
• Provided comprehensive legal services for the establishment of Wuxi Life Science Park as well as the investment promotion thereof, and served as the legal counsel thereof; 
• Served as a legal counsel for many years to provide comprehensive legal services for Jiahe Biopharmaceutical Co., Ltd., an important subsidiary of listed company Watson Bio (300142);
• Served as a legal counsel for many years to provide comprehensive legal services for Agenix Biotech (Shanghai) Co., Ltd. which is a subsidiary of a listed company in Australia;
• Provided comprehensive legal services for such international exhibition giants as Shenzhen International Exhibition Center, Munich Trade Fairs as well as Netherlands VNU Exhibition;
• Handled domain name disputes and domain name acquisitions for Amazon, Nippon, a famous British transnational corporation and Bao Steel.

Real estate, Construction and Infrastructure

Yang is proficient in the legal services regarding real estate and infrastructure’s development, operation, financing, merging and construction project and has been frequently invited to attend many experts meetings on BOT biding of offshore wind energy farm programs organized by Shanghai Development and Reform Committee as an legal expert, such as East China Sea Cross Sea Bridge Project and Changxing Island Project, etc. Besides, he has also been invited to attend experts meeting about implementation rules and model contract for construction management of water conservancy projects.

The representative cases led by Yang include:

• 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 legal consultations, development scheme design, comprehensive development agreement review as well as the other early-stage legal services for New Development Group for its investment and development Town of blessed health in Bama County, Guangxi;
• Provided legal services on overall transformation of the urban village in Caojiazhai Block on West Zhongshan Road in Shanghai;
• 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, 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 land development, financing as well as the PPP projects for relocation base, etc. of Changxing Island in Shanghai;
• Provided comprehensive legal services to the concessioned projects of Shanghai Zhuyuan First and Second Waste Water Treatment Plants as well as their reconstruction;
• 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 including Central Plaza (Wenhui-xinmin United Press Group Building), Nanjing World Trade Center, certain project in Xinjiekou of Nanjing, Jing’An Plaza, Hujin Plaza (SOHO Times), Xinxin Plaza, Jiangshan Plaza, 2-2 Block in Old West Gate of Shanghai, 3-1 and 3-2 Blocks in North High-tech Park of Shanghai, Yinyue Financial Center, Belle International Plaza in Shanghai, Honghui International Plaza, Guangqi Culture Plaza, New Hongqiao Green View Garden, a 600-acres land in No.1 of Kunshan Garden, a five-star hotel project in Jiangsu, a certain old villa of mixed ownership, a certain land in Zhangjiang Hi-tech Park, etc. (the Central Plaza transfer project was honored as one of the best-resolved cases by the P.R.C Ministry of Justice), and merger & acquisition of several domestic real estate companies, covering conducting due diligence, drafting and negotiating M&A agreement, dealing with the delivery and approval procedures, etc.; 
• Led several real estate finance projects such as syndicated loan of RMB 15 billion Yuan for the development of Changxing Island in Shanghai, overseas mortgage syndicated loan case of Zhongshan Plaza;
• 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 trade mark license agreement of hotels such as Ramada Hotel;
• Provided legal services including draft of agreement and negotiation for property management of dozens of varied properties managed by Savills, Fangzhou Building and Jinqiao Building;
• Provided comprehensive legal services for land expropriation of Thyssen-Krupp project;
• Handled dozens of varied types of major cases such as payment dispute of Shanghai Lingang Sea Reclamation Project, as well as nearly one hundred other disputes relating to real estate co-operation, real estate lease & sale and construction project, etc.

Dispute Resolution

Yang is experienced in dispute resolution arising from above-mentioned area and once supported one Singapore client in succeeding in commercial arbitration before HKIAC. Moreover, he has seldom lost in commercial arbitrations heard by CIETAC, SHIAC and SAC up till now. In addition, Yang has represented his clients to appear in courts at all levels all around China.

Languages

Chinese, English

Education

• L.L.B of Fudan University (1992)
• L.L.M of University of Sydney Technology (2001)
• J.M of East China University of Politics and Law (2001)

Employment

• Beijing Dacheng Law Offices, LLP (Shanghai)         2015/3-now
• Haworth & Lexon                                                      2001/4-2015/3
• Zhongjian law firm                                                    1995/5-2001/4
• CMST Southeast Co.,Ltd                                         1992/7-1995/5

Membership of Professional Bodies

• Off-campus Supervisor of Law School of Fudan University
• Off-campus Post-graduate Supervisor of East China University of Politics & Law
• Panel Mediator with Mediation Center of CCPIT and CCOIC
• Arbitrator with International Arbitration Court of Rio de Janeiro
• Arbitrator with Huai’an Arbitration Commission, Jiangsu

Other Professional Qualifications

Qualification of independent directors of listed companies

Publications

• Private Equity Fund: Practice on Risk Management, China Legal Publishing House, March 2018
• Legal Handbook for Business Startup and Investment, China Legal Publishing House, June 2015
• Legal Risk Control through Company Life：Practice & Case Analyses, China Legal Publishing House, June 2015
• 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, August 2011 (3 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