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M&A and Tax

The Investment M&A and Tax Group of Wang Jing & GH Law Firm provides clients with professional legal services on investment M&A and tax. The Group comprises senior partners, consultants and associates having in-depth knowledge and experience in areas including domestic and overseas investment, M&A, tax, high profile civil and commercial litigation, general corporate issues, foreign-related law, international trade, finance and insurance, etc. The Group is committed to providing quality, customized and comprehensive legal services for clients.

Members of the Group actively participated in various kinds of major and complicated M&A transaction, investment and urban renewal at home and aboard. Thanks to their professional knowledge and practical skills in all sectors and procedures involved in M&A transactions such as tax, finance, employment, intellectual property, environment, antitrust, government examination and approval, the Group helps clients achieve their commercial goals to the greatest extent. The Group provides full services covering all processes in M&A transactions to different types of clients such as investors, purchasers, sellers, target companies, financiers, creditors and other interested parties. It has handled many high value and complex M&A transactions. The core services of the Group include due diligence, issuing legal opinions, designing transaction structure, tax planning, business negotiation, preparing legal documents, handling government examination and approval and subsequent integration post transaction and handover, etc.

Scope of Service

Investment M&A

• Coordinating investors at the initial stage of M&A, attending business negotiation, formulating M&A plan and providing legal opinion and decision-making suggestion for investment and financing;

• Collecting and analyzing preliminary documents at the stage where parties concerned show cooperation intent, drafting legal documents and providing counseling, risk analysis and advice;

• Conducting legal due diligence, providing investment risk analysis and optimization advice, issuing due diligence report, decision-making analysis and advice on investment M&A;

• Designing and optimizing transaction structure and providing advice on clients’ inquiries throughout the process;

• Providing tax planning for M&A and advice on clients’ inquiries throughout the process;

• Designing equity incentive scheme and gambling scheme, designing and optimizing venture capital exit methods and providing advice on clients’ inquiries throughout the process;

• Finalizing transaction documents, participating in negotiations and providing counseling services;

• Formulating M&A implementation plan, assisting in preparing documents for implementation plan and providing counselling services;

• Assisting transaction parties in the delivery of documents and other handover procedures;

• Assisting transaction parties in completing various procedures for change or cancellation of registration involved in transaction;

• Providing full process management and risk control for investment M&A;

• Handling disputes arising from investment M&A transactions.

Finance and Tax

•The evidence is mainly accounting information, such as bookkeeping vouchers, detailed accounts, general ledger, and statements, etc. It is financial personnel familiar with accounting who are the most adept at applying such evidence;

We specialize in services integrating law, finance and tax and provide clients with integrated services.


Taking matters involving tax for example,


• The evidence is mainly accounting documents and information, such as bookkeeping vouchers, detailed accounts, general ledger and statements, etc. Undoubtedly financial personnel with accounting expertise are the right person knowing how to use them to best protect clients’ interest; 

• The legal basis are mainly tax-related laws and regulations. Lawyers familiar with tax-related laws and regulations are most competent in construing and applying these laws and regulations;

• But those who can not only make good use of evidence but also understand the law appropriately, and give a full play to their expertise in both areas in contentious matters must be legal practitioners proficient in finance and tax and have an inter-disciplinary legal background.


With respect to large real estate enterprises, new high-tech and internet companies and high-net-worth individuals who are our VIP clients, we are committed to

• Providing legal service proposals with business advantages and legally compliant;

• Enhancing tax planning and tax-related risk prevention and control competency;

• Helping clients maintain long-term competitiveness in future development.


1. Tax planning of investment M&A

The services we provide include:

• Conducting in-depth legal (and tax) due diligence on target companies before investment, M&A, and liquidation;

• Designing transaction structure and equity structure through tax planning based transaction purpose;

• Properly arranging means of transaction and transaction process so as to reduce tax burden and tax costs for clients;

• Drafting and revising transaction documents, assisting in clients’ negotiations with counterparts to help clients maximize business benefits.


2. Tax planning for corporate structure

The services we provide include:

• Equity structure planning: analyzing and providing planning advice on tax issues involved in client’s equity structure based on the status quo of client’s equity structure and its development goal;

• Establishment of subsidiaries and branches: analyzing and advising on tax-related matters in terms of establishment of subsidiaries and branches according to client’s external equity investment layout, client’s existing subsidiaries and branches and future development plans;

• Establishment of other affiliated parties: analyzing other affiliated parties established for tax consideration in various business sectors and advising on planning as per client’s business and related objectives;

• Arrangement of shareholders’ earnings: assisting clients in achieving optimization of shareholders’ earnings by way of making tax burden reasonable through equity structure plan and establishment of subsidiaries, branches and other related parties,.


3. Equity incentive scheme

The services we provide include:

• Analyzing tax burden under different equity incentive arrangements, including differences in enterprise income tax, individual income tax, etc., based on the incentive results clients intend to achieve and applicable tax laws and regulations;

• Making explanation to company management, and assisting clients and persons subject to incentive plan in optimizing composite tax burden;

• Drafting and modifying legal documents related to equity incentive plan;

• Assisting clients in handling formalities required for applying for deferred tax payment, etc.;

• Conducting training for related personnel at all stages of equity’s granting, exercising, transfer, exit, etc. to ensure the implementation of incentive scheme and the satisfaction of the applicable conditions for related preferential policies.


4. Tax health check

The services we provide include:

• Conducting interviews with clients to analyze the key points of tax-related risks in business operation;

• Checking clients’ financial statements and accounting vouchers to see if the business operations and account processing are legitimate and regulatory compliant;

• Inspecting clients’ equity structure, asset status and historical transactions to see if tax-related arrangements are legitimate and reasonable and if there are over-payment or tax evasion or other circumstances;

• Issuing tax examination report;

• Explaining our findings to clients’ management and providing optimization suggestions;

• Keeping following up and assisting in the implementation of optimization scheme.


5. Response relating to tax-related regulatory compliance

The services we provide include:

• Members of the Group have many years of experience in tax audit and are adept at assisting in handling tax inspection;

• When clients receive risk notification from tax authorities, we can help to respond first time upon notice so as to avoid escalation of risk;

• Providing lawful and reasonable legal advice to assist clients in communicating with tax authorities;

• Carrying out special check on risk points and providing improvement suggestion to ensure clients’ long-term healthy development;

• Keeping following up and promoting the implementation of improvement plan.


6. Tax-related dispute resolution

The services we provide include:

• Response to tax assessment;

• Response to tax audit;

• Tax-related negotiation;

• Tax administrative review;

• Tax administrative litigation.


7. Regular tax counseling services

The services we provide include:

• Annual tax health check;

• Routine tax-related counseling and contract review;

• Quarterly tax-related management meeting;

• Response to tax-related regulatory compliance review;

• Preparation for tax-related dispute resolution;

• Tax-related legal training to enhance the overall strength of clients’ legal team and finance and tax team.


8. Legal and tax counseling for high-net-worth individuals

The services we provide include:

• Overall design and plan of family wealth inheritance;

• Risk prevention and control of marriage and wealth;

• Criminal risk prevention and control for business owners;

• Risk prevention and control for asset entrusted holding;

• Design and plan of family asset preservation (including life insurance and family trust);

• Risk management of wealth of minor offspring;

• Pension plan for high-net-worth individuals;

• Tax residency plan and global protection of assets;

• Risk management of existing tax unpaid assets.


9. Individual income tax planning for cross-border labor services in the Greater Bay Area

The services we provide include:

• Special services to foreign individuals and Hong Kong, Macao and Taiwan citizens who enjoy individual income tax preference in the Greater Bay Area;

• Special tax planning for emigrant business owners or their families who enjoy individual income tax preference in the Greater Bay Area;

• Special foreign-related tax services to enterprises that hire or receive labor services of foreign individuals and Hong Kong, Macao and Taiwan citizens.

Complex Civil and Commercial Dispute Resolution

• Prejudging risks and developing response plan;

• Assisting and participating in pre-litigation negotiation;

• Investigating, collecting and sorting out evidence, issuing legal opinion and developing litigation strategies;

• Providing materials used in court including chronology of events and visualization documents;

• Conducting moot court to study and assess litigation risks in advance;

• Regularly reporting on progress of matters in dispute;

• Participating in trials and communicating and coordinating before and after court hearing;

• Issuing case closing report and advising clients of operation risks.

Regular Legal Counseling

• Routine legal counseling services;

• Issuing legal opinions and lawyer’s letters;

• Assisting in drafting, formulating, reviewing or modifying legal documents such as contracts;

• Participating in negotiations and conducting legal analysis and argument regarding clients’ business;

• Providing legal publicity, education and training at the request of clients;

• Providing information such as laws, regulations, rules, normative documents and industry policies that are related to clients’ business;

• Regularly providing clients with legal newsletters;

• Providing annual reports to clients.

IPO Legal Services

• Carrying out feasibility study in the process of shareholding reform; designing reform plan, drafting, reviewing and modifying documents, contracts and papers related to shareholding reform; issuing legal opinion;

• Pre-IPO coach; issuing legal opinion on company legally compliant operation and assisting clients in improving rules and regulations in line with laws and regulations governing listed companies;

• Issuing legal opinion during IPO preparation stage; assisting in drafting, reviewing and modifying related documents (stock underwriting agreement, audit agreement, agency agreement for asset evaluation, etc.); drafting and modifying prospectus, issuance announcement, etc.; issuing work report;

• Assisting in issuing legal opinion and witnessing the signing of Statement and Commitment by board of directors, board of supervisors and senior management personnel during the application stage of IPO.

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