1. Legal service dynamics of Yang Chunbao's lawyer team

1. Yang Chunbao’s lawyer team assisted Wenzhou Investment as the lead investor of the B round financing of Tianjing Biotechnology, and completed the investment delivery of 80 million yuan

Recently, Wenzhou Investment, as the lead investor of the B round financing of Tianjing Biotechnology (Hangzhou) Co., Ltd., has completed the investment delivery of 80 million yuan.

As legal advisors of Wenzhou Investment, lawyers Yang Chunbao and Guo Zekun of Dentons Shanghai Office provided them with a full range of legal services including legal risk analysis, transaction document drafting, negotiation, fund filing, and subsequent delivery.

2. Yang Chunbao’s lawyer team helped Wenzhou Investment to participate in Yiming Cell’s C round of hundreds of millions of RMB financing

Recently, Yiming Cell Biotechnology Co., Ltd. completed a series C financing of several hundred million yuan. This round of financing was led by GoldStone Investment's National Strategic Transformation and Upgrading Fund, GoldStone Health Fund, and Lyon Capital's flagship Chinese market dollar fund, followed by Wenzhou Investment, Huada Win-Win, Xing Investment Capital, Yuanchuang Capital, etc. Huagai Capital, Fangfu Capital, IDG Capital, etc. continued to increase their weight.

Lawyer Yang Chunbao and Lawyer Guo Zekun of Dentons Shanghai Office, as legal advisers of Wenzhou Investment, provided Wenzhou Investment with a full range of legal services such as legal due diligence, transaction document drafting and follow-up delivery.

3. Two important arbitration cases represented by Yang Chunbao’s lawyer team have been held in court one after another

Recently, Yang Chunbao’s lawyers’ team represented disputes over equity transfer agreements with a subject value of up to 2.5 billion yuan, and arbitrations over disputes over investment guarantee agreements for Hong Kong stocks listed on anchor shares, which were successively heard in China International Economic and Trade Arbitration Commission and Shanghai International Arbitration Center.

2. Various notices and announcements of the Fund Industry Association

The Asset Management Association of China (hereinafter referred to as the "Association") announced on September 7, 2022 and September 9, 2022 that there are currently 14 private equity fund management companies including Liantou Wealth (Shanghai) Asset Management Co., Ltd. If the person cannot continue to meet the requirements of the manager registration, the association will cancel the private fund manager registration of the 14 institutions, and enter the above situation into the capital market integrity file database.

The association issued announcements on September 9, 2022 and September 23, 2022 respectively, saying that the existing 27 private equity fund managers including Zheyin Bohui (Hangzhou) Capital Management Co., Ltd. After submitting the special legal opinion that meets the requirements within 3 months after the notice is issued, the association will cancel the registration of the private fund managers of the 27 institutions, and enter the above situation into the capital market integrity file database.

The association issued announcements on September 16, 2022 and September 23, 2022 respectively, saying that 88 institutions including Fujian Jingrong Equity Investment Co., Ltd. have reached the publicity period for three months and have not actively contacted the association and provided valid certification materials. cancellation conditions. The association will cancel the registration of private equity fund managers of the 88 institutions in accordance with the "Announcement on Optimizing the Self-discipline Mechanism of Disconnected Institutions and Publicizing the Eleventh Batch of Disconnected Private Equity Institutions" (Zhongji Xie Zi [2017] No. 8). The above situation shall be entered into the capital market integrity file database.

3. Association normative documents

1. "Announcement of Private Fund Filing Cases" (No. 2, No. 3 in 2022)

On September 16, 2022, the association released the second issue of "Private Fund Filing Case Publicity" this year. This is the first batch of private equity fund filing cases released by the Association since it established a private investment fund filing case publicity mechanism in September 2021. The third batch of publicized cases. A total of 3 types of cases were released this time, involving four situations:

1. The first category of cases involves investors who do not have the ability to make actual contributions, that is, the collective fund trust plan as an investor has a situation of “pre-reservation before raising”. The private equity fund filing application should be submitted after the plan has been raised and has the ability to make actual capital contributions;

2. The second type of cases involves “borrowing” private equity funds to conduct regulatory arbitrage, that is, securities companies’ asset management plans to use private equity funds as “channels” to invest 100% in restricted snowball structured products. be filed;

3. The third type of cases involves private equity fund managers and “black intermediaries” jointly conducting illegal business. There are two cases:

(1) The first situation is that the fund manager entrusts a "black intermediary" to issue "protected" funds on behalf of the fund manager in violation of regulations, that is, in order to meet the requirements for filing the first private fund within a time limit after registration, the fund manager has full authority to entrust an intermediary agency to provide the first private fund. Filing "protected shell" service, the intermediary agency raises, operates, and manages the first private equity fund in the name of the fund manager, and uses the account number and password provided by the fund manager to submit a fund filing application. The association has managed the funds involved. People take self-discipline measures, suspend the filing business, and transfer their violation clues to the regulatory agency;

(2) The second situation is that the fund manager uses a "black intermediary" to make false capital contributions to "take up the pit", that is, the fund manager uses the affiliated party of the intermediary agency to make false capital subscriptions to save time for fundraising. The transfer to real investors violates the requirements of the "Privacy Instructions for Private Investment Funds". The association has taken self-discipline measures against the fund managers involved and transferred relevant violation clues to the regulatory agency.

4. Typical Cases

In the legal relationship in which the fund manager entrusts a third party to provide relevant services for the fund, the specific agreement on the service content, the conditions and methods of payment of service fees, etc. in the relevant service agreement, as well as the term of the agreement and whether the service provider can provide evidence to prove its Having actually provided all the service contents stipulated in the service agreement, etc., comprehensively judge whether the service provider has the right to obtain part or all of the service fee stipulated in the service agreement

Case: Service contract dispute between Shenzhen Qianhai Dingbang Fund Management Co., Ltd. and Beijing Guide Venture Capital Management Co., Ltd. [(2022) Jing 01 Min Zhong No. 5356]

Main facts: In August 2017, Guide Ventures (Party A) and Qianhai Dingbang Company (Party B) signed a "Consulting Service Agreement", stipulating that Party B is "Zhuhai Guide Mengtong Venture Capital Partnership (Limited Partnership)" (i.e. Provide consulting services for the investment and operation of the fund involved in the case, and provide professional services (including but not limited to providing investment and financing strategy consulting to Party A, recommending customers and assisting in signing fund contracts; confirming customers) Whether it is a qualified investor; evaluate the client's risk tolerance; provide the client with equity fund investment knowledge guidance; carry out risk education for the client to improve the client's risk identification ability; answer the client's questions, help the client understand the content of the product documents, assist Clients deal with unexpected situations; risk alerts to clients, etc.). In addition, the guide startup company is the executive partner of the fund involved in the case. In addition, both parties also agreed that the consulting service fee paid by Party A to Party B shall be calculated according to the total amount raised by Party B and the excess income (if any) corresponding to the total amount raised, respectively, with a certain percentage, including fixed and floating parts. There is a calculation formula for the consulting service fee, and the floating part = 50% of the performance management remuneration received by Party A in accordance with the "Zhuhai Guide Mengtong Venture Capital Partnership (Limited Partnership) Partnership Agreement". In 2018, Guide Startup Company paid 2.5296 million yuan to Dingbang Company, and the transfer was used for the sales fee of Guide Mengtong Fund. On September 10, 2020, the Guidance Startup Company released the Guidance Mengtong Investment Fund Liquidation Announcement, stating that the excess income received by the general partner (fund management company) was divided into 9.1951 million yuan. Qianhai Dingbang Company failed to claim floating service fees from Guide Startup Company, so it filed a lawsuit with the court of first instance, requesting that Guide Startup Company pay 4.5975 million yuan for consulting service fees and the loss of interest for deferred payment. The court of first instance rejected his claim, and he appealed against it.

Judgment's opinion: The court of second instance held that after hearing, the focus of the dispute in this case is first whether the service of Qianhai Dingbang Company is limited to the stage of fundraising or covers all stages of fundraising and operation, and whether the service content is limited to recommending clients to complete fundraising or also includes the completion of fundraising. After the customer's communication and maintenance, correspondingly, whether Qianhai Dingbang Company has completed all the service contents; the second is whether the floating part of the payment of consulting service fee is conditional that Qianhai Dingbang Company has completed all the service contents, and Qianhai Dingbang Company has completed the fund. Whether the floating part of the service fee can be directly obtained by raising. In response to Focus 1, the court of second instance held that Qianhai Dingbang Company's services should cover all stages of fund raising and operation, including customer maintenance and communication after fund raising, and Qianhai Dingbang Company did not complete all services. There are several reasons. First, the "Consulting Service Agreement" clearly stipulates that the services provided by Qianhai Dingbang Company are not limited to promoting customer investment and completing fund raising, but also covering the operation stage of the fund. It is not limited to the fund raising stage; second, the service period stipulated in the agreement is ten years, obviously the services provided by Qianhai Dingbang Company should not be limited to the fund raising stage; third, in the first instance of this case, Qianhai Dingbang Company clearly recognized its service content Including introducing investors and maintaining investors to Guided Startups. In addition, since Qianhai Dingbang Company did not submit any evidence of its communication and maintenance with clients after the fund raising was completed in the first and second instance, and the Guide Startup Company did not recognize this, it should be determined that Qianhai Dingbang Company had completed the fund raising after the fund raising was completed. Afterwards, the service of communication and maintenance with customers has not been carried out. In response to Focus 2, the court of second instance held that the floating part of the consulting service fee was paid on the condition that Qianhai Dingbang Company completed all the service contents, and Qianhai Dingbang Company only completed the fund raising and was not entitled to obtain the floating part of the service fee. First, from the nature of the service contract and the specific stipulations of the contract, the floating part corresponds to the excess return when the fund exits, and should correspond to the corresponding service content generated by the operation and exit, not based on recommending clients and completing fund raising; Second, from the calculation of specific interests, the share of excess income depends on the investment income of the fund, and at the same time, it also makes corresponding requirements for Qianhai Dingbang Company to fully perform its contractual obligations. Thirdly, from the perspective of liability for breach of contract, the Consultation Service Agreement stipulates that the party that fails to perform its obligations shall compensate for all losses caused to the other party. If Qianhai Dingbang Company has not completed the corresponding services after fund raising, it can also It is illogical to obtain floating returns against excess returns. To sum up, it should be determined that Qianhai Dingbang Company fully fulfills its contractual obligations and Mengtong Fund's due settlement and excess income are both necessary conditions for Qianhai Dingbang Company to request the Guided Startup Company to pay the floating part of the consulting service fee. Not possible. The court of second instance rejected the appeal of Qianhai Dingbang Company and upheld the original judgment.