Corporate & Commercial Law Firm and Patent & Trademark Agents

Lehman, Lee & Xu

10-2 Liangmaqiao Diplomatic Compound
No. 22 Dongfang East Road Chaoyang District
Beijing 100600
China

+86 10 8532-1919

+86 10 8532-1999

www.lehmanlaw.mn

Contact Edward Lehman

Law Firm Overview

The Lehman, Lee & Xu Law Firm, China Attorneys, Patent and Trademark Agents is the largest and one of the oldest private, full-service law firms in the People's Republic of China. We have consistently been rated among the top firms in China by our peers and regional legal publications. In 1999, Lehman, Lee & Xu was selected as one of the top three law firms in China by Asian Lawyer and a number of Lehman, Lee & Xu's lawyers were rated as top attorneys by Asia Law & Practice in the fields of banking, finance, litigation, intellectual property, information technology, labor, and mergers and acquisitions.

In China, success depends on a proactive, well-conceived approach to problem solving. To that end, we employ innovative, pragmatic China strategies, extensive experience, and hard work. We recognize success depends upon close coordination with and satisfaction of our clients. Our lawyers regularly meet with clients to set objectives, including developing budgets for attorney time and major expense items. We strive to develop an intimate knowledge of each client's needs and objectives. We seek long-term partnering relationships with clients, to the end of providing the best total solution to each client's multi-disciplined and industry-specific legal service needs. Our goal is to be an instrumental part of each client's success in China.

Year this Office was Established: 1992

Languages: English, Mandarin, Spanish, Cantonese, Italian.

Areas of Law

Areas of Law Description

Our practice areas include:

- Anti-Monopoly and Antitrust

With the recent promulgation of China' first Anti-monopoly Law to take effect August 1, 2008, Chinese and foreign companies which operate in the Mainland market will require advise and assistance to stay within the boundaries of the law. Our lawyers can assist in a number of areas including:

. Consumer protection;
. Litigation;
. Regulatory compliance;
. Mergers and acquisitions;
. Regulated industries.

- Aviation and Shipping

We provide our clients with a broad package of services in all areas of aviation and shipping law, including:

. Dispute resolution and arbitration;
. Health and safety matters;
. Insurance transactions;
. Legal due diligence;
. Assistance in preparation of internal legal audits;
. Sale and purchase of aircraft, engines and spare parts;
. Sale and purchase of vessels, engines and spare parts;
. Sale and purchase of businesses and assets;
. Debt management and collection;
. Restructuring and reorganization;
. Joint Venture arrangements.

- Banking and Finance

The Banking & Investment attorneys at Lehman, Lee & Xu provide expert advice and guidance regarding all regulatory aspects of finance in China. We advise clients in the following finance matters:

. Debt financing of joint ventures and wholly foreign owned enterprises;
. Capital contributions of joint ventures;
. Letters of credit, risk-based capital requirements, counter-trade, auditing, bonds, project finance credit documentation, reporting requirements, insurance;
. Loan loss reserve requirements, foreign exchange bank accounts for FIEs, export trade finance, infrastructure finance, debt and capital components;
. Foreign exchange risk, project finance, regulation of foreign invested financial institutions;
. A-Shares, B-Shares, N-Shares, S-Shares;
. Counseling and representation for private and institutional debt and equity placement;
. Secured transactions involving real and personal property;
. Securities offerings in public and private markets;
. Establishment and maintenance of domestic and international banking relationships;
. Letter of credit negotiation and administration;
. Financial reporting for private and governmental compliance;
. Import-export financing;
. Export credit insurance;
. Equipment leasing;
. Currency exchange matters; and
. Collection procedures, including mediation, arbitration and litigation.

- Bankruptcy and Reorganization

We provide counsel to mortgagees, asset-based lenders, debtors in possession, individual creditors, bankruptcy trustees, creditors' committees, landlords, solvent affiliates of insolvent parent companies, insolvent subsidiaries of solvent parents and lending institutions in the following areas:

. Protecting the rights of bankrupt owners;
. Filing of involuntary bankruptcy petitions;
. Organization of asset sales in order to maximize creditor returns;
. Assist in the purchasing of debtor's assets;
. Represent entities in debt restructuring, and negotiations with lenders;
. Assist on methods to avoid potentially bankrupt situations;
. Purchasing of insolvent SOEs;
. File proofs of claim and objections to such claims;
. Represent equity committees, franchisee committees, secured and unsecured creditors, creditor's committees and trustees;
. Analyze transactions of debtor's assets;
. Assist in Debtor-in-possession financing; and
. Obtain relief from orders and obtain return of collateral.

- Business Immigration

Lehman, Lee & Xu has an extensive immigration practice specializing in both inbound corporate immigration as well as offering a well-regarded outbound immigration consultancy service. Our inbound clients have included companies in the banking, financial services, information technology, management consultancy and retail industries. Our immigration specialists assist foreign professionals with all aspects of immigration to China, including residency applications, business invitation and licensing invitations, work permits and entry visas for principles and their family members. As one of the leading business immigration practices in China, our attorneys are regularly called on to comment on the legal developments of immigration law in both China and Hong Kong and regularly keep multinational corporation advised on changes to the law in the sphere of corporate immigration.

- Capital Markets/Securities

On the basis of our experience in transforming an enterprise into a stock company and obtaining listing on the securities exchanges within and beyond China, Lehman, Lee & Xu is experienced in providing the following services:

. Providing legal proposals on the validity and feasibility of restructuring plans;
. Assisting in the drafting and the revising of proposals of charter member agreements;
. Drafting of application materials, including feasibility reports for the establishment of stock companies;
. Drafting the contracts necessary for company listings and clearly defining the rights and management relationships between a listed company and the parent company, as well as the legal relationship between the stock company and the subsidiary or affiliate;
. Providing opinions on the feasibility of an issuance of shares and the listing on the securities exchange; and
. Assisting in all relevant application and administration procedures regarding the issuance and transaction of shares.

- Governmental Relations

Conveniently located within Beijing’s embassy district, Lehman, Lee & Xu, has acquired extensive experience over the years in representing foreign embassies in China. Foreign diplomatic missions face issues that are very different from those facing private commercial parties and individuals. While embassies must deal with local Chinese law on such issues as employment and labor (e.g. local PRC employees), property issues, and contract issues, these issues must also be addressed within the added context of international public law and the recognition of diplomatic immunity.

- Commodities Trading

With increasing volatility in worldwide commodity markets and prices, both Chinese and foreign companies have been expanding their agricultural product, precious/base metal, fuel oil and other commodity-related investments in China. At present, the commodities markets in China are still in a development stage, with only a few exchanges in China trading in a small group of commodities. In the next few years, the Chinese government will gradually allow more commodities products to be traded in China along with various related derivatives. In addition, foreign invested enterprises will be allowed to have an increasingly larger role in the commodities industry in China. Lehman, Lee & Xu’s attorneys are already assisting its clients on entering the Chinese market and/or expand their pre-existing operations in China. Our attorneys are experienced in dealing with clients at all levels and areas of the commodities business and their specific issues, including products producers, financial institutions, and trading companies (involved in both spot and futures trading). As legal advisors in this area, we provide assistance in:

. Advising on the latest local laws and regulations regarding all aspects of physical trade of goods and commodities/derivatives trading; and
. Initial foreign direct investment set up of a commodities-related business in China; and
. Structuring of trading and commodity-related investment transactions; and
. Acquisition of interest in a local trading or brokerage firm; and
. Commercial litigation of contractual disputes

- Corporate and International Taxation

Lehman, lee and xu’s corporate and international taxation team offers clients unrivalled comprehensive taxation services relating to both China and international matters. The corporate taxation team is an integral part of the firm's representation on broad corporate transactions, and provides a high standard of technical expertise with a practical and commercial approach.

- Corporate Services/Tax Planning

We offer corporate services in Hong Kong, British Virgin Islands, Labuan (Malaysia), Delaware (USA), Bahamas, and Macau. To illustrate, we provide the following corporate services:

. Offshore services and international tax planning;
. Offshore company incorporation;
. Corporate secretarial services;
. Assistance with preparation for annual audit or review, requirements depending on jurisdiction; and Annual registration.

- Creditors Rights

The Creditors' Rights Practice Group at Lehman, Lee & Xu represents a variety of Chinese and overseas creditor interests in troubled companies and debtors.

Our clients include secured and unsecured creditors, debtors, lessors, equity interests, trustees, examiners, and prospective buyers of businesses or assets. We have represented clients in numerous industries, including intellectual property, manufacturing, gambling and real estate. The firm regularly represents both companies and individuals in matters involving:

. Administration of debtors’ estates;
. Defense of adversary proceedings, including preferential payments, fraudulent transfers, turnovers, lien avoidance and set offs;
. Defense and pursuit of guarantors;
. Defense of tax;
. Out-of-court work outs and numerous other commercial collection matters, both large and small;
. In-court representation work.

- Direct Sale

Lehman, Lee & Xu, who is recognized in China as a leader in the area of direct sale regulations, has years of extensive experience in dealing with domestic or foreign clients’ diverse corporate and commercial needs in China. Our direct sale lawyers provide legal and business advice covering all aspect of direct sale regulations, from advising on a new start up direct sale company to an established company that wants to expand its direct sale system and as well as direct sale operation model compliance. We have been engaged by, both past and present, numerous worldwide leading direct sale companies, such as Avon, Amway, Weightwatchers and Melaleuca as their local counsel to meet their legal needs in China.

- Energy & Resources

Our lawyers have extensive experience in handling the approval, development and financing of oil and gas related projects and independent power production facilities, with a particular focus on renewable energy sources, such as wind and solar power, hydro-electricity and biomass. We can provide legal assistance, technical support and consultancy in the following areas:

. environmental due diligence, risk assessment, impact assessment and environmental law compliance;
. advice and legal opinions on energy and environmental laws and regulations and liaising with the competent Authorities;
. establishment of power plants and drafting of electricity purchase agreements;
. structuring and financing of renewable energy projects;
. structuring of mining, oil and gas projects, establishment of ventures, pipelines installation, drafting of trading agreements. Thanks to our close cooperation with relevant universities and scientific bodies, we can also assist in conducting the site research and the geological study;
. advice and assistance on pollution-related liabilities and industrial safety compliance;
. structuring of urban utilities concessions and urban planning projects;
. development and implementation of Clean Development Mechanism (CDM) projects.

- Entertainment and Sports

Lehman, Lee and Xu is highly experienced in all areas of Sports and Entertainment law. Our team of experts has negotiated business deals for sports and entertainment firms around the world. Whether the matter involves assisting the Heavyweight Boxing Champion, working with the China Olympic committee, structuring television projects, or assisting with foreign co-produced programs, Lehman, Lee and Xu's Entertainment and Sports legal team provides its clients with sound entrepreneurial business advice and creates innovative commercial solutions to complex commercial transactions.

- Export, Customs and Trade

In helping companies create effective and successful business strategies in China, Lehman, Lee and Xu provides expert counsel on the legal aspects of trading goods in China, including the following:

. Foreign trade corporations (Import/Export companies) Agency, export import licenses, Certificates of Origin, commodity inspection, standards;
. Sales of Goods contracts, technology import contracts, trade law, carriage of goods by sea contracts, letters of credit;
. Compensation trade, processing and assembly contracts;
. Customs duties and Value Added Tax (VAT);
. Role of Representative Offices in China;
. Market research and product sourcing;
. Contract negotiation and performance;
. Product transportation and insurance;
. Product inspection and resolution of discrepancies;
. Adjustment of insurance claims;
. Arbitration and litigation of trade disputes;
. Import and export permits and licenses;
. Customs and tariff compliance;
. Letter of credit negotiation and administration;
. Banking and financial transactions;
. Trust and fiduciary representation.

- Financial Services

The attorneys at Lehman, Lee & Xu work with a wide range of businesses, from small companies to large multinationals, many of which require credit and financing. The firm can provide the following areas of service:

. Commercial financing, lines of credit;
. Mortgages;
. Capital market products;
. Bankruptcies and reorganization;
. Financial services litigation.

- Franchising

Lehman Lee & Xu's franchise lawyers provide legal and business advice covering every aspect of franchise law, from advising on a new start up franchise company to an established company that wants to expand its franchise system. Services provided to developing franchise businesses include guidance on business organizations that will operate effectively in China, developing business plans, drafting franchise agreements, and sub-franchising agreements.

- Inbound and Outbound Investment

Our firm has extensive experience in planning and structuring cross-border investments, representing both Chinese firms seeking to invest abroad, and foreign firms seeking to invest in China. For companies involved in foreign direct investment, we can advise on the most advantageous investment strategy to utilize in entering the China market, taking into account such critical issues as taxation, corporate governance and control and reparation of profits from China. Beyond acting as a legal advisor, as a local PRC firm, we also offer the advantage of being able to fully assist in establishing your corporate/investment presence in China, whether it be a representative offices, a Wholly Owned Foreign Enterprises (“WOFE”), a joint venture, or other business vehicle. For local Chinese companies, our foreign legal consultants can offer investment solution advice for outbound investment to such countries as the United States, Australia and Spain.

- Intellectual Property

Lehman, Lee & Xu assists clients in registration and enforcement of patents, trademarks and copyrights in China and around the world, via an efficient global network.

- Labor and Employment

The firm advises on issues concerning the employment of foreign and Chinese individuals by joint ventures and other foreign invested entities in China. We assist our clients in negotiating and drafting employment contracts, advise them on governmental health and safety requirements and employee benefits, and assist with employment-related dispute settlement.

- Litigation and Dispute Resolution

Lehman, Lee & Xu realizes that running a successful business in China requires the ability to quickly and competently resolve all types of disputes, especially litigation. Being knowledgeable in both domestic and international methods of dispute resolution allows our team to solve client problems with an unparalleled level of efficiency.

- Media and Advertising

Lehman, Lee & Xu advertising law specialists offer complete legal service to a broad spectrum of advertising clients on a wide diversity of matters. We have advised some of the biggest players in the industry in some of the advertising industry's most significant and intricate matters. The consequential breadth of expertise allows us to handle all aspects of any advertising law matter and gives our clients an upper hand in representation on matters falling outside the sphere of more traditional advertising law firms.

- Mergers & Acquisitions

The corporate department at Lehman, Lee & Xu includes one of the best Mergers and Acquisitions teams in China. In the past, we have advised acquirers, targets, sellers, financial advisors, institutional investors, and special committees of public and private companies in both negotiating and contesting transactions. Our extensive client list ranges from small start-up, high-technology companies to large and experienced private and public corporations.

- Mining

Lawyers from our Mining practice group provide comprehensive assistance to our clients, specializing in all aspects of a mining deal, including:

. environmental compliance;
. company establishment;
. project development and financing;
. public and private equity placements;
. re-domiciling;
. initial public offerings;
. reorganizations;
. international tax planning;
. product sale agreements; and
. litigation.

- Private Client Group (High Net Income Individuals)

Lehman, Lee & Xu maintains a unique position in the Chinese legal market. We maintain a focus on entrepreneurial and individual clients and the companies in which they are involved while regularly handling complex corporate tax planning, business transactions and litigation. Our Private Client Group brings together lawyers experienced in tax, estate planning, business transactions, real estate, intellectual property, construction and litigation.

- Pro Bono and Not for Profit

Lehman, Lee & Xu assists on tax, corporate, regulatory and other issues faced by non-profit organizations and their founders, members and directors in China. Our non-profit clients include public charities, chambers of commerce, private foundations, non-governmental organizations, labour associations, trade associations, social clubs and social welfare organizations.

- Product Liability

We have provided the following services to our clients in this area:

. Launching first international products liability class action in China;
. Negotiation and drafting licensing and distribution agreements;
. Due diligence investigation of consumer complaints;
. Negotiation and settlement of product quality complaints;
. Defence of product liability actions in Chinese courts; and
. Representation of manufacturers and distributors in front of State and local government agencies.

- Project & Infrastructure Finance

Spurred by China's accession to the WTO and the approaching 2008 Olympic games, rapid infrastructure development has resulted in the need for foreign financing. We seek to be innovative in advising on China-related project finance, structuring loans that satisfy Chinese legal requirements as well as the needs of both lenders and borrowers. We have advised on a broad range of infrastructure projects.

We assist clients in establishing businesses in China from the initial stage of project feasibility study to the establishment, operation and dissolution of businesses. We advise on and arrange application to government for approval, taxation, loan structuring and documentation, transfer, amalgamation and spin-off of these businesses.

- Real Estate

The Lehman, Lee & Xu Real Estate team is comprised of both Chinese and foreign lawyers with many years of experience in all types of real estate transactions. This diversity of experience and foreign expertise enables LEHMAN, LEE & XU to provide creative, accurate and economical legal services to its clients.

- Venture Capital and Private Equity

With extensive experience in securities, investment, taxation, and corporate law, our attorneys can advise on many aspects of capital venture and private equity investment in China, including:

. Formation of private equity funds;
. Mergers, acquisitions, and dispositions;
. Acquisition financing transactions;
. Cross-border transactions.