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PRACTICE AREAS

• Investment Fund

• Banking & Finance

• PE/VC, M&A

• Cross-border Transaction

• Securities Capital Markets

• Family Law and Fortune Management

• Intellectual Property

• Tax

• Dispute Resolution

• Antitrust and Competition Law

• Regulatory and Compliance

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INDUSTRY FIELDS

OVERVIEW

• Our Philosophy

• Our Team

• Our Institution

• Our Positioning

• Our Faith

• Culture, Entertainment and Media

• Technology, Telecommunication and Internet

• Life Sciences and Healthcare

• Consumer Goods and Retail

• Education

• Industrial and Advanced Manufacturing

• National Defense, Military and Aerospace

• Real Estate, Infrastructure and Construction

• Emerging Industries

• —Blockchain

• —Cyber Security and Digital Compliance

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Our Philosophy Formerly known as Beijing Hawkhigh Law Offices, the Merits &

Tree Law Offices was established in 2006 by a group of experienced

professionals with a strong sense of mission and professional drive,

and was renamed the “Merits & Tree Law Offices” in 2017. The

founding partners of Merits & Tree endeavor to make Merits & Tree

a law firm that can be characterized as “honorable, professional,

friendly and enterprising”, a law firm that reacts to the ever-evolving

and innovating market’s demand for an innovative legal service

provider, and provides “professional, comprehensive and one-stop”

legal solutions to satisfy the increasingly complex and highly creative

commercial needs of enterprises and entrepreneurs.

Our Team Merits & Tree’s founding partners are top-tier experts in the PRC

legal services industry. Having gained extensive experience in their

respective areas of specialization over a period of 10 to 15 years

each and having practiced in leading international and PRC law firms

prior to joining Merits & Tree, the partners are highly seasoned in

project management, organization and execution, and specialize in

complex and/or innovative transactions or other legal matters. Merits

& Tree applies high standards to its recruiting process, and trains its

lawyers to be equipped with professional expertise in their respective

specialized areas as well as acute commercial mindset and judgment,

which enable them to provide professional, adaptive and creative legal

services to our clients.

OVERVIEW

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Our Institution Merits & Tree is organized and managed internally as a corporation,

which transcends the boundaries and limitations of proprietary

practitioners, leverages the collective wisdom, expertise and experience

of our lawyers, and aggregates each lawyer’s resources, knowledge

and expertise. This corporate structure and management provide

institutional safeguards that enable us to provide “professional,

comprehensive and one-stop” legal solutions to our clients.

Our Positioning Merits & Tree endeavors to become a branding law firm that focuses

on corporate, finance and capital markets, providing transactional

and dispute related legal services at “investment”, “transaction” and

“exit” stages to various capital market participants such as corporates,

investors and financing institutions, as well as service providers. In

addition to providing standardized, market prevailing services to our

clients, Merits & Tree caters to the ever-evolving market and clients’

individualized commercial needs and designs creative and individualized

solutions for our clients.

Our Faith Leveraging its market-leading legal service philosophy, “corporate”

structural safeguards and dedicated professionals, Merits & Tree is able

to provide professional, tailored, specific and innovative legal services

to the market and our clients. We believe that Merits & Tree will prove

to be an innovative and trustworthy brand in the legal services industry,

providing diversified and individually tailored legal services to our

clients.

OVERVIEW

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PRACTICE AREAS

Investment Fund

Banking & Finance

PE/VC, M&A

Cross-border Transaction

Securities Capital Markets

Family Law and Fortune Management

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Intellectual Property

Tax

Dispute Resolution

Antitrust and Competition Law

Regulatory and Compliance

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Investment Fund

Merits & Tree has extensive experience in investment fund. Catering

to our clients’ commercial needs, Merits & Tree advises on the

establishment of RMB denominated investment funds that are

organized as unit trusts, corporations or partnerships, including, but

not limited to, government guidance funds, listed company acquisition

funds, public market focused private funds, private equity funds, etc.

In addition, Merits & Tree is one of the few PRC law firms that advises

on the establishment of offshore open-end or closed-end funds. In

addition, Merits &Tree takes the leading position in the Token Fund

structure, establishment and compliance of the blockchain industry. To

date, Merits & Tree has advised its clients with respect to investment

funds focusing on various industries, including entertainment, artificial

intelligence, big data, digital currency, education, health care, retail,

new energy, TMT and advanced manufacturing. With regard to RMB

denominated funds, Merits & Tree is experienced in advising its clients

on the QDLP and QFLP schemes, and has received positive feedback

from world-renowned investment funds clients for the quality of its

services.

Practice Areas

• Fund formation

• Fund compliance

• Dispute resolution

• Fund investment

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Banking & Finance

Banking & finance is one of Merits & Tree’s core strengths. Merits

& Tree provides general or tailored legal services to international

and domestic banks and non-bank financial institutions, and has

accumulated extensive experience and a broad client base in the

industry. Catering to the characteristics of the industry and the complex

legal and regulatory environments to which it applies, Merits & Tree

has, through long-term practice, performed systematic research and

market segmentation. We analyze and review new business models

and financial innovations, in order to ensure our banking and financial

institutions team stays connected and familiarized with the market.

With its extensive hands-on experience, Merits & Tree has advised

banks, trusts, insurance companies, securities brokers, asset managers,

financing lease companies (including financing lease companies, pilot

Chinese-funded financial leasing companies and foreign-funded financial

leasing companies), commercial factoring, financing companies, funds

and other financial institutions with regard to many complex financial

transactions, and has been a market leader and pioneer in providing

legal services to banks and financial institutions.

PRACTICE AREAS

Practice Areas

• Bank, trust, asset management, insurance

• Asset backed securities (abs), reits

• Distressed assets and special situations

• Financing lease and commercial factoring

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PE/VC, M&A

With its professional expertise, commercial mindset and innovative

spirit, Merits & Tree provides efficient and high quality legal services in

connection with private equity financing and investments, corporate

mergers and acquisitions, cross-border mergers, privatization and

red chip return investment. Our mergers and acquisitions team has

serviced hundreds of renowned international and domestic investment

institutions and enterprises, and has partnered with many companies

from inception through rounds of financing until they are successfully

listed onshore/offshore or acquired. Merits & Tree’s mergers and

acquisitions services cover a wide range of industries, and the team is

particularly experienced with respect to life sciences and healthcare,

technology, telecommunications and the Internet, consumer goods and

retail, education and training, new energy and new materials, industry

and advanced manufacturing, national defense and aerospace.

Practice Areas

• Venture capital and private equity

• Mergers & acquisitions

• Privatization and red-chip return investment

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Cross-border Transaction

Leveraging its professionalism and experience accumulated through

previous projects, Merits & Tree has been safeguarding clients’ interests

in various cross-border transactions by helping Chinese enterprises

identify, evaluate and contain risk factors. Merits & Tree has provided

comprehensive legal services to Chinese enterprises aiming to “go

abroad” for many years, providing coverage from the initial stage of

commercial evaluation through transaction closing. In addition, with its

legal know-how and accurate judgment on regulatory practices, Merits

& Tree has accumulated many successful precedents in assisting foreign

clients “localizing” their business plans. Merits & Tree also provides

comprehensive legal services to domestic and international clients that

issue offshore bonds in order to satisfy the financing requirements with

respect to cross-border transactions.

Practice Areas

• Outbound investment

• Foreign direct investment

• Offshore bond issuance and cross-border guarantees

PRACTICE AREAS

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Securities Capital Markets

Merits & Tree and its partners have extensive experience as issuer or

underwriter counsel in onshore and offshore initial public offerings.

Merits & Tree has provided multi-dimensional and multi-layer legal

services with respect to initial public offerings on the domestic Main

Board, SME Board and GEM Board, material asset restructuring and

merger by listed companies, follow-on offerings, listing on NEEQ,

establishing offshore structure for domestic companies, and offshore

public offering. Merits & Tree has assisted many domestic companies to

successfully list on Shanghai Stock Exchange, Shenzhen Stock Exchange,

Hong Kong Stock Exchange, Nasdaq, Börse Frankfurt, London Stock

Exchange, Singapore Stock Exchange, etc.

Practice Areas

• Onshore initial public offerings

• NEEQ listings

• Offshore listings

• M&A and restructuring of listed companies

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Family Law and Fortune Management

Benefiting from its innovative spirit and professional experience across

practice areas, Merits & Tree has been able to provide its clients with

pioneering, precise and comprehensive legal services in connection with

traditional marriage and family law matters, estate planning for high

net worth families and their members, and assist its clients to safeguard

family wealth and implement inheritance plans with a global view. Our

partners in this practice area specialize in providing litigation and non-

litigation legal services with respect to overall family wealth planning,

tax planning, immigration, cross-border asset allocation, family business

shareholding planning, family trust and insurance planning, forming

charitable foundations and family disputes.

Practice Areas

• Marriage

• Inheritance

• Family wealth planning and management

PRACTICE AREAS

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Intellectual Property

Merits & Tree endeavors to provide its clients with comprehensive legal

services that cover all sub-practice areas within intellectual property,

including, but not limited to patents, trademarks, copyrights, trade

secrets and unfair competition. The intellectual property team at Merits

& Tree specializes in complex intellectual property litigation. Several

members of the team have backgrounds in both law and technology,

and have extensive practical experience in handling complex cases that

involve patent and technology-related trade secret litigation. Merits

& Tree provides legal services including legal advice, due diligence and

negotiation with respect to intellectual property-related transactions

and licensing. In addition, Merits & Tree provides comprehensive

planning and consultancy services regarding intellectual property

protection and comprehensive solutions for patent applications. With

its multi-dimensional perspective, Merits & Tree provides innovative

legal services to its clients, and has served as counsel to multinational

companies and large enterprises regarding intellectual property

protection, licensing and litigation.

Practice Areas

• Trademarks

• Patents

• Copyrights

• Business privacy and unfair competitive intelligence

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Tax

The tax team at Merits & Tree has abundant experience in tax laws and

regulations with respect to doing business in China. Its international

perspective, solid knowledge base and abundant experience have

enabled the team to gain a comprehensive understanding of each

client’s individual needs and to create flexible and innovative tax

solutions for each client. Merits & Tree specializes in effective tax

planning based on each enterprise’s industry, geographic location,

business model and operational procedures, providing tax solutions for

enterprises’ development plans and material decisions. In addition,

Merits & Tree specializes in providing tax services for enterprises’ capital

planning, providing corporate compliance services and tax solutions that

are efficient and comprehensive. Merits & Tree also provides efficient

tax planning for enterprises’ core members and investors.

Practice Areas

• Tax-related risk management

• Improvement of tax efficiency

• Tax-related dispute resolution

PRACTICE AREAS

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Dispute Resolution

Merits & Tree provides a wide range of dispute resolution services that

cover disputes regarding financial litigation and financial derivative

transactions, PE investments, real estate, etc. as well as other types of

commercial disputes, civil litigation, administrative litigation and criminal

proceedings. The partners in Merits & Tree’s dispute resolution team

each have more than 20 years of experience in litigation and arbitration.

They specialize in providing dispute resolution advice that are based on

the client’s overall interests, and endeavor to satisfy each client’s core

needs with their exceptional trial performance and strong negotiation

skills.

Practice Areas

• Litigation

• Arbitration

• Administrative appeals and reconsiderations

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Merits & Tree’s Antitrust and Competition Practice team boasts a

wealth of experience. It has engaged in and taken a lead in some high-

profile antitrust cases, and is highly accomplished in the provision of

various services such as concentrations of undertakings, responses

to antitrust investigation, antitrust analyses and training. The team

has provided legal services to and been highly recognized by many

large listed companies both in China and around the world. It, relying

on its distinguished expertise in research of industry sectors and

methods of economic analysis, handles antitrust cases based on its in-

depth understanding of law, industry knowledge and economics and

provides our clients with effective, practicable and high value-added

solutions. The cases handled by our Antitrust and Competition Practice

Team encompass a range of industries such as internet, new retail,

semiconductor, massive health, FMCG, automotive and spare parts,

commercial real estate, shipping, industrial manufacturing, insurance,

household appliances and industrial products. Our antitrust and

competition lawyers were invited to speak regarding antitrust matters at

some forums organized by LexisNexis and other reputable organizations.

Antitrust and Competition Law

PRACTICE AREAS

Practice Areas

• Concentrations of undertakings/antitrust filings

• Antitrust investigations and responses thereto

• Antitrust analyses and training

• Planning and strategies designed for competition laws

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Regulatory and Compliance

Merits & Tree has abundant experience in handling compliance-related

legal matters. The regulatory and compliance team at Merits & Tree

is led by experts that are familiar with the operational procedures and

policy limitations of judicial departments, administrative regulatory

departments and large SOEs. The team is capable of safeguarding

client’s business activities, particularly with respect to new enterprise

risk prevention and crisis management, by assisting clients in performing

regulatory inspections, preventing and controlling risks, and eliminating

administrative and criminal compliance risks through ex-ante prevention,

mid-event advisory and post-facto review.

Practice Areas

• Labor and employment

• Anti-bribery

• Criminal compliance

• Civil and criminal liabilities

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PRACTICE AREAS

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Culture, Entertainment and Media

Technology, Telecommunication and Internet

Life Science and Healthcare

Consumer Goods and Retail

Education

INDUSTRY FIELDS

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Industrial and Advanced Manufacturing

National Defense, Military and Aerospace

Real Estate, Infrastructure and Construction

Emerging Industries

—Blockchain

—Cyber Security and Digital Compliance

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Merits & Tree’s culture, entertainment and media team has focused on the

media and entertainment industry for many years. All lawyers on this team

possess years of experience working in leading companies in this industry,

and have maintained effective and ongoing communication with the relevant

government agencies. Our team members have abundant experience in

projects and industry practice, and are sensitive to changes in applicable

regulatory oversights and client needs. Their in-house and private practice

experience enable our team to provide professional and comprehensive

legal, commercial, regulatory and practical advice. Merits & Tree specializes

in drafting legal agreements in connection with film and television

production, distribution, derivative products and games licensing and

collaboration; designing complex production financing and multi-production

portfolio investment transactional structure; sports related event licensing

and management, professional athletes agency contract and commercial

negotiation, periodical licensing and artist agency.

Culture, Entertainmentand Media

Scope of Services

• Investment, financing, mergers and acquisitions

• Data security and privacy protection

• Onshore and offshore listings

• Anti-trust and anti-unfair competition

• Intellectual property


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INDUSTRY F IELDS

Technology, Telecommunicationand Internet

Merits & Tree enjoys a strong reputation for providing legal services to

enterprises and investors in the technology, telecommunications and

Internet industries. Merits & Tree focuses on innovative enterprises and

business models based on Internet and new technology. Our clients’

businesses cover sectors such as artificial intelligence, smart manufacturing,

blockchain, mobile applications, cloud computing, big data, sharing economy,

Internet finance, e-commerce, social media, Internet games and other fields,

from newly founded companies through “unicorns”. Merits & Tree’s team

has comprehensive understanding of clients’ needs based on sectors and

commercial needs at different stages, and provides forward-looking legal

service solutions that resolve current issues.

Scope of Services

• Investment and financing related services, including due diligence,

transaction structure design, transaction document drafting and

negotiation

• Establishment and management of employee incentive plans

• Personal information protection and data security

• Intellectual property and trade secret protection

• Intellectual property licensing and transference

• Horizontal competition and labor dispute resolution

• Corporate compliance review and system development


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Life Sciences and Healthcare

As human society develops to provide more and more material satisfaction,

emphasis has been increasingly placed on life sciences and healthcare, which

poses unprecedented challenges and opportunities for development. Merits

& Tree is well prepared, and has abundant experience in providing legal

services and support for the explosive development of this industry. Merits

& Tree’s life sciences and healthcare team provides professional, high-quality

and efficient legal support and services to domestic and foreign clients in

connection with hospital, medication, pharmaceutical, medical equipment,

bioproducts, life sciences, rehabilitation, disease screening and prevention,

and healthcare information services.

Scope of Services

• Regulatory compliance





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INDUSTRY F IELDS

Consumer Goods and Retail

Technological developments and evolving consumer preferences and

spending habits have, and will continue, to reshape the retail industry, and

bring profound changes, challenges and opportunities to this long-standing

industry. Merits & Tree and its lawyers closely follow the development

and evolution of consumption upgrade and new retail ecosystems, as well

as changes in relevant laws and regulatory policies, in order to provide

high-quality legal services to our clients that are based on our extensive

experience and expertise in the retail industry, compatible with business

rules and logic, and compliant with the latest compliance and regulatory

requirements.

Scope of Services





• Financial products such as consumer trusts



2 8

Education

As the society becomes more and more competitive and citizens have

increasing demand for knowledge, the education industry will keep its

current fast growth rate. Merits & Tree has always been focusing on the

laws, policy and regulatory developments concerning the education industry,

and closely follow and analyze relevant cases in the market. Merits & Tree

has provided professional legal services to K-12 (kindergarten, compulsory

education, public and international high schools), advanced education

(private colleges and independent colleges), advanced and secondary career

education, continued education, training centers, Internet education, etc. in

connection with structural design, investment and financing, mergers and

acquisitions and onshore and offshore listings.

Scope of Services



• Establish listing structures

• NEEQ and onshore/offshore listing


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INDUSTRY F IELDS

Industrial and Advanced Manufacturing

With its integrated manufacturing system and product supply chain, China

has developed into a world-renowned manufacturing powerhouse. Led

by the “Made in China 2025” plan, Merits & Tree has established a legal

services team that focuses on the manufacturing industry in order to provide

comprehensive and sustainable legal services to support various types of

manufacturing companies’ transformation, upgrade and improvements.

Merits & Tree’s professionals have advised on industries such as metallurgy,

chemical engineering, energy, construction, electronic appliances,

shipbuilding and aerospace. They understand the transactional needs and

expected deliverables of the manufacturing industry, and provide efficient

and individualized services and assistance.

Scope of Services

• Corporate restructuring

• Mixed ownership reform

• Equity incentive plans

• Corporate governance


• Equity and debt financing

• Joint venture companies



3 0

National Defense, Military and Aerospace

The national defense, military and aerospace industry represents a nation’s

overall industrial development, plays a vital role in ensuring national security

and stability, sustains and improves the nation’s competitive advantage and

promotes world peace. China’s national defense, military and aerospace

industry is expected to maintain rapid and sustainable growth that is

compatible with global geopolitical developments. Merits & Tree will keep

focusing on the legal, policy and regulatory developments in this area,

following and analyzing relevant cases in the market, and providing clients in

defense, military and military-civil fusion, and military supply industries with

professional legal services in connection with structural design, investment

and financing, compliance risk management, non-disclosure management,

mergers and acquisitions and onshore and offshore listings.

Scope of Services

• Design equity structures


• Equity investment and financing, debt financing

• Asset restructuring, establishment and improvement of listing structures

• NEEQ and onshore/offshore listings

• Refinancing, material asset restructurings, mergers and acquisitions


3 1

INDUSTRY F IELDS

Real Estate, Infrastructure and Construction

Real estate, infrastructure and construction is one of Merits & Tree’s core

practice areas. Partners in this practice area are experienced with the overall

business operational models, applicable laws, regulations and regulatory

supervision concerning this area. Merits & Tree has established close

working relationships with real estate developers, construction companies

and government agencies through providing long-term legal services

regarding real estate, infrastructure and construction, and has received

broad recognition and appreciation for providing high quality and efficient

legal services.

Scope of Services

• Real estate investment and financing,

mergers and acquisitions, and joint development

• Restructuring of distressed real estate projects

• Land acquisition, housing demolition and relocation

• Preliminary approval for real estate development projects

• Greenfield development

• Real estate development and construction

• Real estate sales and rental

• Construction project bidding and management




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Emerging Industries—Blockchain

Merits & Tree possesses extensive experience in blockchain and digital

assets. Owing to our strength in conducting in-depth research on emerging

legal services, we have become the first leading law firm to provide

legal services in these areas. Merits & Tree has provided many overseas

institutions with related legal services, including the establishment of token

funds, investment in overseas digital assets, compliance related to overseas

digital assets trading platforms, and dispute resolution.

Our clients include Bitmain, Dfund, ChainFunder and some mainstream U.S.

dollar funds.

Scope of Services

• Design transaction structures and draft or review SAFT agreements for

investments in overseas digital assets;

• Establish token funds on behalf of our clients;

• Provide compliance related services on behalf of overseas digital assets

trading platforms;

• Assist clients with negotiation, mediation or settlement with regard to

digital assets related litigation and arbitration.

3 3

INDUSTRY F IELDS

Emerging Industries—Cyber security and digital compliance

Coupled with the rise of internet technology is an irreversible trend for enterprises to

go digital. However, digital transformation is a double-edged sword--there is much to be

gained by progress, but enterprises must also take measures to minimize the downsides

so as to protect their key assets from damage by security breaches. Merits & Tree has

been keeping abreast of the latest developments in cyber security and data-related

compliance, and possesses extensive experience in these fields, which allows us to provide

businesses with a full range of legal services and assist them in their successful journey to

digital transformation. The clients we serve cover a variety of sectors including artificial

intelligence, internet, blockchain, finance, big data and media. Our team is highly skilled

in building reliable systems with respect to cyber security and data-related compliance

for our clients. Keeping up with the trends of cyber security policies at home and abroad,

we provide our clients with comprehensive cyber security and data-related compliance

training so as to enable them to prevent risks. In case of an emergency related to cyber

and data security, our team is always ready to protect your business interests to the fullest

extent possible by taking comprehensive measures to safeguard your rights.

Scope of Services

• Compliance related to enterprises’ digital transformation

• Management of urgent cyber and data security incidents

• Data-related dispute resolution

• Protection of enterprises’ data security

3 5

Contact us BEIJING

SHANGHAI

ZHUHAI

5th Floor, Raffles City Beijing Office Tower, No.1 Dongzhimen South Street, Dongcheng District, Beijing, 100007, P.R.C

Unit 1801, Raffles City Changning Office Tower 1,No.1133 Changning Road, Changning District, Shanghai, 200051, P.R.C

Rm.1702, Building 3, No.39 Jida Qinglv Middle Road, Xiangzhou District, Zhuhai, Guangdong Province, 519015, P.R.C

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