 Office: Shanghai Tel: 86.21.51096555 Fax: 86.21.58798869 Email: feiguoping@longandfield.com Language: Chinese Areas Of PracticeM&A, Real Estate, Bankruptcy Restructuring, Banking and Finance, Project Finance and Infrastructure Development, Trusts and TaxExperienceMr. Fei is the managing partner of Long & Field with more than 20 years experience practicing law in China and serving at the court and government regulatory agencies. Mr. Fei is also the Vice Chairman of the China Mergers and Acquisitions Association and Chairman of the China Mergers and Acquisitions Association, Shanghai Office.Mr. Fei has extensive experience in the areas of investment and financing, corporate and M&A (including intellectual property and tax issues in the M&A process), corporate reorganization, energy and resources and real estate financing. His experience enables him to provide professional legal and financial advice to enterprises on risks identification, structure arrangements and risks control for investment and financial projects. Mr. Fei has proficiently handled diverse complex business activities. As examples he has participated and directed plan-design, M&A and reorganization for a variety of finance projects, industrial integration, BOT, highway construction, waterworks and large-scale real estate ventures. He has provided legal services to a wide range of enterprises and institutions including Fortune 500 companies, state-owned and private enterprises, banks, asset management companies, listed companies, trust companies, insurance companies and sports and media enterprises. As legal counsel for economic growth strategy Mr. Fei provided legislative advice to regulatory agencies and local governments. Financing and M&A Mr. Fei provided legal services to major groups in the pharmaceutical and textile industries which were facing difficulties with cash flow. He also formulated strategic reorganization and emergency plans, assessed transaction risks, communicated with the media and guided litigation settlement. For a petrochemical plant in Jiangsu on the verge of bankruptcy; Mr. Fei acted as bankruptcy trustee, participated in the debt reduction plan and formulated the reorganization plan. Mr. Fei provided legal services to a company listed on the Shenzhen and Hong Kong Exchanges which was having cash flow problems. The services included formulating risk controls and reorganization plans to deal with the internal problems of the entity. A large auto industrial group was provided protection for its trademark and intellectual property, assisted in an acquisition transaction and its smooth withdrawal from a joint venture. Legal services were provided a publicly listed company in the acquisition of a logistics port for its chemical operations in Jiangsu. Large-scale Projects Mr. Fei has directed, represented and managed the following major projects: Acquisitions by several large private enterprise groups of three toll highways in eastern China valued at approximately 12 billion RMB ($1.535 billion USD). Representation included due diligence, assessment of transaction risks, management of the transaction process and financing structure, drafting of the BOT contract and securitization of assets. Represented enterprises both in China and off-shore in their 2.1 billion RMB ($268 million USD) acquisition of municipal water supply projects; representation included due diligence, negotiation and BOT/BT contract drafting. A 1 billion RMB ($128 million USD) development project of an important scenic resort in Southwest China; representation included analysis of the feasibility of the project, negotiating with the various concerned government entities and formulating investment and financial structures. The development of a logistics zone which included generating an investment and financing plan extending from land development up to and including introduction of enterprises to the site; the value of the project was over 3 billion RMB ($383 million USD). Real Estate Financing Represented a large private enterprise in its acquisition of an office building project in Beijing; engaged in the assessment of transaction risks and acquisition terms and the settlement of complicated litigations of the acquired company Represented a private enterprise group in its acquisition of a RMB700 million building project in the center of Shanghai. Engaged in the study and judgment of the risks of the project and other litigious issues Engaged in the trust issuance plan of a RMB200 million real estate project in Shanghai Engaged in the trust issuance certificate of a RMB1.3 billion land development project in Shanghai Engaged in the development project of a RMB1 billion scenic resort, including the study of the feasibility of the project, negotiation with the government, and formulation of investment and financing plan Finance and Capital Markets Represented a listed company in its acquisition of auto parts; Represented acquirers in their acquisition of the stock of commercial banks in Yunnan, Jiangxi, Hunan, Ningxia, Shanxi and Shandong; Represented a Hong Kong listed company in its acquisition of mainland real estate of another Hong Kong company; Represented a well-known Japanese bank for its projects in China; Represented a famous domestic real estate company in its business with overseas REITs China Operation of Multinationals Provided legal services to the largest real estate investment trusts in the Unite States in its business in China; Provided legal services to a United States listed real estate company in its acquisition of domestic real estate projects; accomplished due diligence, negotiations of contract terms as well as the drafting of legal documents; Provided legal services to GE and its subsidiaries such as GE Healthcare and GE Finance in their investment in China and other relevant issues; Provided legal services to BMG of Germany and its subsidiaries in their investment in China and other relevant issues; Provided legal advice to Bosch Group, a Fortune 500 company, on its M&A projects in China and the legal environment of M&As; and Provided advice to RIL, a Fortune 500 company, on the legal system and legal environment of M&As in China. Mr. Fei is experienced in law practice and enterprise operations. He attaches importance to the integration of theory with practice, advocates the study of legal economic and applies the study to the specific operation of the enterprises. Books Published Corporate Reorganization, Tax Handbook for Investment in Shanghai, Management of legal risks for Enterprises, China M&A Yearbook (2002-2005) (coauthor), Legal Practices of Intellectual Property (coauthor) Academic Articles Legal Issues in the Merger and Bankruptcy of State-owned Enterprises, Legal Issues of Trust Practice and Assets Securitization, High Indebtedness does not Necessarily Lead to the Breakdown of Cash Flow, Accountants’ Civil Liabilities in False Representation and Untrue Statement, Junk Bond and the Improvement of Enterprises’ Financing Structure, Discussion on BOT Mode in Highway Industry, On the Legal Framework of China’s Toll Highway Concession Reviews and Commentary Mr. Fei is frequently invited to write columns for such well-known domestic media as 21st Century Business Herald, China Entrepreneur, China Business News and Shanghai Securities News. The articles include but not limited to: How to Find a Way out for D’long, What’s behind the Failure of the Acquisition of Jianlibao, the Appreciation of RMB does not Necessarily Lead the Wave of Acquisition by Foreign Investors, The Auto Industry: Do not Conduct Acquisition Merely for Productivity and Market Share, Is it Justified for China to Restrict Takeover by Foreign Investors, How to Deal with M&A by Foreign Investors, Regulating Examination and Approval Procedures: An Important Part of Regulating Acquisition by Foreign Investors, Who Says the Real Estate Control Lacks Legality, Guard Against Financial Risks in M&A Transactions, Encouraging Foreign Takeover whilst Opposing Monopoly Symposiums and Presentations Mr. Fei is frequently invited to preside over and speak at conferences on law, finance and M&A. The following is a representative list of major conferences over which he has presided or spoken: Opportunities and Challenges of M&A in the Post Equity-Division Era Forum: presided over and made a presentation titled M&A in the Post Equity-division Era Challenges the Enterprises; (July 2005) Facing RMN Appreciation Forum: presided over and made a presentation titled Impact of RMB Appreciation on Cross-border M&A; (August 2005) Development and Financing of Medium and Small-sized Enterprises Forum: presentation titled Diversified Financing and Tax Plan for Medium and Small-sized Enterprises; (April 2006) Successful Takeovers, Mergers and Acquisitions in China Forum: presentation titled Flexible M&A in China; (October 2006) Mergers, Acquisitions and Partnership Strategies Forum: presentation titled Risk Control in M&As under China’s Legal Environment; (November 2006) Forum organized by Shenzhen Lawyers Association: presentation titled The Trend of M&As by Foreign Investors and the Opportunities for Legal Services (January 2007) Made keynote speeches at the monthly forum hosted by the China Mergers and Acquisitions Association Topics included: The Impact of the New Company Law on the Investment and Financing of Enterprises; (March 2007) Identification and Control of Risks of Strategic Investment by Foreign Investors in Listed Companies; (July 2006) The Trend of M&A by Foreign Investors from the Perspective of the New Regulations on Real Estate; (August 2006) Grasping Rules: M&A of Listed Companies on a New Playing Ground; (September 2006) Flexible M&A in China; (October 2006) What does Gome’s Acquisition of Yongle Bring to us? (November 2006) Acquisitions of Domestic Enterprises by Foreign Investors (December 2006) |