ABOUT J. D. HANDS & SCOPE OF PRACTICE
About J. D. HANDS
J. D. HANDS is a full service law firm. We provide a broad range of counseling services
in a wide range of legal issues, handle the shaping and implementation of all different
forms of transactions involved in modern business and finance. Over years, we have
thrived on designing enduring solutions and on pursuing and defending our clients’
We handle all aspects of business and finance. Our lawyers play key roles in financing, banking,
international trade and overseas investment, corporate and securities. Maritime law, insurance, real
estate, litigation and dispute resolution, legislative drafting and advice to statutory and government
bodies are among our specialties.
Our network of lawyers and resources allows the most skilled and effective people relevant in the
circumstances, and the delivery of an integrated service to our clients. The quality of our people and
their specialist skills and constructive and workable solutions for clients set Yuan&Partners apart from
other law firms. Numerous examples of significant transactions and projects in which we have acted
characterize a locally and nationally leading law firm.
Our practice is founded on the following values.
The pursuit of the proper application of legal theories in practice and the most effective
commercial and legal outcome for clients.
A commitment to keeping up to date with rapid changes in the world of business and finance,
and anticipate their effect.
A commitment to intellectual rigor in all aspects of our work.
A scrupulous approach to issues of client confidentiality and conflicts of interest.
Leadership among the legal profession and the business community.
A belief that good people and quality management practices are fundamental to achieving
A commitment to attracting and keeping the best possible employees.
A commitment to ongoing training and education.
Approach to services
Yuan&Partners have an efficient private sector research and information center. Our
researchers maintain a substantial collection of resources concerning the law and clients’
industries. Where relevant, and where licenses permit, we make some of these resources
available to our most valued clients.
While we pay special attention to understand fully the nature of each client’s business and
markets in which they operate, we keep clients up to date with developments in the law
through our complimentary regular newsletters and series of seminars.
Our network of lawyers and resources is dedicated to providing the most relevant service to
clients. Our policy is to make available the most skilled and effective people relevant in the
circumstances, regardless of the office in which they are based, and at no added inconvenience
Every employee is linked to computer network and to the Internet. State of the art customized
software and databases allow fast and secure document production and research, and seamless
inter-office and Internet communication.
Business and government links in China and overseas
As active members of business community, we deal extensively with leading financial
intermediaries, brokers, consulting firms, and local and national government representatives.
We also maintain strong links with advisers overseas, particularly in Japan, Hongkong and
New Zealand. Should you need referrals or introductions to these parties, we would be happy
to arrange them.
Basis of charging
Our basis of charging is assured to be established on principles of fairness and representing
value. It is based on several elements such as time, experience, complexity and etc. We can
agree alternative arrangements individually with clients.
Scope of Prac tice
Our banking and finance teams have extensive experience in advising banks, borrowers, arrangers and
packagers on a wide range of matters. Clients include domestic and international banks and
institutional lenders, borrowers and a number of corporations that are among the major raisers of debt
Team members advise on:
bilateral and syndicated loans
secured and unsecured (negative pledge) lending
general banking issues, including checks, bills of exchange and consumer finance law
litigation for banking clients
Yuan&Partners’ insurance teams provide a full range of services in insurance related litigation and
corporate advice. They advise insurers on policy, claims and regulatory issues and have specialist skills
advising both insurers and policyholders in professional indemnity matters.
Services include advising on:
new insurance product development and policy drafting
issues of coverage and liability under a variety of policies, including marine, personal
accident and material damage
legislation affecting insurers and policy holders
insurance audits and risk analysis
Relationships between insurers, brokers and insurance intermediaries.
Team members also regularly represent clients involved in insurance related disputes in all PRC courts
and in mediations.
Admiralty and Maritime law
The maritime law practice represents shipping interests and insurers in disputes and commercial
transactions of every kind.
Representing parties in commercial disputes relating to shipping
Acting on behalf of underwriters and their insured
Negotiating commercial and financial transactions related to maritime activity
Defending shipowners and fishing vessel owners in prosecutions
Representing parties involved in shipping casualties, collisions, salvage incidents and associated
marine inquiries and litigation
Representing port companies and ships’ agents on liability issues
Representing clients, including banks, in any matter involving the admiralty jurisdiction of the
courts of PRC
Advising on all types of marine insurance issues.
Company and commercial law
Many of Yuan&Partners’s practice areas revolve around company and commercial law. Our advisers
have a thorough understanding of the history and practice of company law in China.
Our company law specialists regularly advise clients on:
company constitution issues, including advising on the balance between shareholders’
and directors’ powers, and reviewing constitutions for compliance with PRC laws and
PRC stock exchange listing rules
shareholder issues, including terms of issue of shares, shareholders’ rights and remedies,
distributions to shareholders and satisfying the solvency test
corporate governance and directors’ duties, including conflict of interest issues
company structuring and reorganizations (including capital restructuring ,
amalgamations, liquidations and demutualisations)
change of corporate control (including take-over and amalgamations)
public floats, and share issues, share offers and buybacks
shareholder relationship structures (including shareholder agreements, differential
classes of shares, and development of special and constitutionally entrenched shares)
company law disclosure requirements in relation to statutory reporting
Stock Exchange listing rules
Yuan&Partners have been involved in some of the major public securities offerings in PRC. The firm
has been at the forefront of many developments in securities law and has been closely involved in
reform and regulation of PRC’s securities markets.
The securities law teams provide assistance and advice on:
All aspects of floats and public offerings – including prospectuses, underwriting arrangements,
due diligence and listing arrangements
Take-over and amalgamation transactions
Stock Exchange listing rule compliance (including major and related party transactions, and
general reporting requirements)
PRC securities law aspects of international public offerings and private placements, and
cross-border issues of PRC registered offerings into other jurisdictions
Investment product and adviser disclosure including prospectuses and investment statements
Substantial security holder disclosure issues
Interface with various market regulators (including the Securities Commission and Shanghai
Structuring employee share schemes.
Mergers, acquisitions and take-over
The firm’s corporate and commercial lawyers are extensively involved in mergers, acquisitions and
take-over, for both local and offshore clients. This work includes major involvement with listed
company take-over offers. We also advise on asset, business and unlisted company acquisitions and
Transactional structuring and bid strategies for partial or full acquisitions of privately or publicly
owned entities or their assets.
Mergers and amalgamations
Equity and debt financing
co-ordination of strategic stake purchases
PRC Stock Exchange and securities market regulation requirements
Competition law issues
Directors’ duties and disclosures
Tax, employment law and other legal ramifications of transaction
Overseas investment in PRC
Insolvency, receiverships and bankruptcy
Yuan&Partners’ corporate law practice extends to restructuring, receiverships, liquidations and general
insolvency advice and debt recovery.
Team members have acted in a number of receiverships and liquidations, and advise on:
the appointment of receivers and liquidators and their statutory powers
The full range of commercial and legal issues arising on insolvency, and from
receiverships and liquidations, including employment matters, contractual arrangements,
banking and finance issues and the status of transactions.
Commercial property and real estate
Yuan&Partners’ projects and developments teams act for investors with substantial commercial
property portfolios in the private and public sectors.
The teams handle all aspects of commercial property related transactions, from preliminary
negotiations through to litigation and arbitration in case of a dispute.
Projects and transactions with which the teams deal regularly include:
portfolio and single asset purchases, sales and rationalizations
waterfront developments, including marinas and wharves
tourism developments, including hotels, village concepts and airports
infrastructure investments, for example highways and utilities
“build, own, operate and transfer” (BOOT) and “build, operate and transfer” (BOT)
Leasing and conveyancing transactions.
In addition to contractual drafting and negotiating services associated with such transactions, team
members are skilled in:
ensuring necessary consents are identified and obtained
dealing with local issues
Arranging all aspects of property related litigation and rental/property arbitrations.
Yuan&Partners have a significant practice advising companies and governments on all aspects of
international trade. As an exporter of services ourselves, we have a practical understanding of issues
involved in dealing with markets overseas. Team members are also very familiar with the impact of
international trade treaties and regimes, and the legislation giving effect to them.
Services include advising:
PRC companies on relevant law in other jurisdictions, and on setting up businesses, joint
ventures and business alliances in other countries
Overseas companies and investors on all legal aspects of doing business in PRC, including
property transactions, mergers and amalgamations, financing, necessary consents, tax issues and
licensing, manufacturing and distribution agreements
Clients from PRC and overseas in relation to legal aspects of trans-national business, and
Exporters and importers on all transport issues, particularly shipping matters
Licensing and franchising
Yuan&Partners act for a number of licensors and franchisers who operate in PRC, and for a number of
licensees as well. Our teams advise on all aspects of franchising, and particularly the legal requirements
and implications of establishing a franchise or licensing operation in this country.
The teams regularly advise on:
The negotiation and drafting of franchise and license agreements
The use and protection of intellectual property, in the context of license and franchise operations
Particular issues facing international franchisers, including property, tax and management
Overseas investment in PRC
Yuan&Partners offer an integrated service for overseas clients wanting to invest in PRC. We advise on
all matters governing offshore investment in PRC, ranging from business acquisitions to resource
management and taxation arrangement. Services include:
Acting for investors in a full range of property transactions, such as retail, industrial, tourism and
Advising on mergers, takeovers and amalgamations
Advising on trade practice obligations, and anti-trust issues arising from business acquisitions,
mergers and licensing
Ensuring necessary consents are identified and obtained
Assisting businesses to plan activities, operations and strategies
Anti-trust and anti-dump
We advise on competition law relating to:
all forms of restrictive trade practices
business acquisition, mergers, capital or group restructuring and financing transactions
franchising and industry licensing situations as well as statutory constraints on business
conduct or trade
the particular behavioral obligations on market dominant firms
provide education and compliance programs
make applications and submissions to the commerce authorities
Represent clients before the courts in proceedings under the anti-dump regulations.
Yuan&Partners’ intellectual property teams offer practical advice on a range of issues relating to
business, including trade mark registration and name protection, information technology, research and
development, joint ventures, broadcasting, manufacturing and overseas investment. In cases where
disputes arise, our intellectual property teams are experienced and effective in conducting litigation or
using the most appropriate alternative dispute resolution techniques.
The teams regularly advise on:
branding issues, the protection of trade marks, trade secrets and copyright
the negotiation and preparation of licensing, franchising and distribution agreements
trade mark infringement, passing off
Yuan&Partners’ information technology teams act primarily for purchasers of information technology
systems but also for major national and international participants in the telecommunications and
Team members regularly advise on:
the negotiation and drafting of computer system acquisition and integration agreements,
software licenses, maintenance and support agreements, escrow agreements and facilities
electronic commercial and legal issues relating to the Internet
the drafting of telecommunications contracts
intellectual property issues, including copyright infringement and parallel importing
Our employment teams advice on all aspects of employer/employee relationships. The team
members appear regularly before the Employment Tribunal and Court on arranges of issues. They
also participate in contract negotiations, restructuring and dispute resolutions.
The employment teams regularly advise on:
all employment aspects arising in company acquisitions and disposals
redundancy and dismissal issues
litigation aspects of employment disputes
the protection and ownership of intellectual property
Occupational health and safety.
Yuan&Partners’ taxation team advises in all areas of corporate taxation，small business matters,
filing of returns, administration of trusts and personal taxation issues.
Tax planning for mergers and acquisitions
Tax planning for establishing a company or business, including joint ventures and
Tax implications of financing transactions
Inbound and outbound investments
International tax planning and double taxation treaties
Clarifying practice of taxing authorities, lobbying for technical changes in rules and
Taxing-review and where necessary, tax litigation.
Yuan&Partners is experienced in preparing practical compliance programs in range of industries, and
in keeping these up to date to reflect changes in the law. Our programs provide directors, managers and
staff with easily accessible information and clear procedural compliance steps.
assessing which legislation is relevant to each organization
drafting plain English information about relevant legal obligations
providing ongoing maintenance to update manuals and train managers and staff as the
providing ongoing compliance assurance reports for completion by managers on a
periodic basis, tailored to clients’ needs
Advising on procedures to be followed where a breach of the law occurs, and ensuring
that the consequences of the breach are mitigated as much as possible.
Alternative dispute resolution (ADR), Arbitration
Yuan&Partners’ alternative dispute resolution (ADR) teams specialize in all aspects of arbitration,
mediation, negotiation and other ADR processes. They handle disputes based on contractual, tortuous,
equitable or statutory claims, for all of the firm’s other practice areas and conduct international
acting as mediators
acting as arbitrators or counsel in commercial cases referred to arbitration or mediation
negotiating and advising on appropriate dispute resolution processes
advising on appropriate dispute resolution clauses for inclusion in contracts.
Yuan&Partners assists clients in all aspects of commercial litigation, from taking steps to avoid
litigation to the pursuit or defense of litigation. Our team members have extensive experience at all
levels of the PRC judicial system.
general advice in relation to commercial disputes and commercial litigation and
specialist advice in a wide range of areas, including banking, company and securities,
taxation, regulatory, commercial property, insurance, insolvency, labor relation,
intellectual property, mergers and take-overs, competition (anti-trust) and shipping law
assisting with alternative dispute resolution with the aim of avoiding litigation