
- 専門分野: 投資と合併・買収、プライベートエクイティとベンチャーキャピタル、不動産と建設工事、医療とライフサイエンス、資本市場
- 対応言語: 標準語、英語、広東語
- 電話番号: (86-20)8573 2566
- メールアドレス: stephen.ye@jingtian.com
- 専門分野: プライベートエクイティとベンチャーキャピタル、医療とライフサイエンス、資本市場、不動産と建設工事、投資と合併・買収
- 対応言語: 標準語、英語、広東語
- 電話番号: (86-20)8573 2566
- メールアドレス: stephen.ye@jingtian.com
Stephen Ye graduated from Sun Yat-Sen University with his Bachelor in Laws in 2000 and received his LL.M. in International Commercial Law from the University of Nottingham in 2006. He was admitted to the PRC bar in 2000.
Stephen joined as a Partner in Jingtian & Gongcheng January 2020. Prior to joining the firm, he used to be a Associate Vice President of a multinational company headquartered in Hong Kong. Before that, Stephen was a practicing PRC corporate lawyer with more than 18 years’ experience with extensive experience and solid skills gained from leading international law firms and top PRC firms. He used to station in the London office of a leading international law firm for two years and gained knowledge of transactions in capital markets in London.
Stephen has been focusing on foreign direct investment, cross-border mergers and acquisitions, real property, Chinese companies' out-bound investments, Private Equity and corporate finance matters. He was focusing on business sectors such as real property medical and health care, energy, aviation, TMT, Automobile and food & beverage.
As a member of the senior management team of the private-owned Hong Kong family business, Stephen has been involved in managing and developing strategy and re-organization plans on the group’s business on property development in China and Thailand, cross-border supply chain, e-commerce and financial services. Stephen also gained in-house and corporate management experience on managing overseas listed subsidiaries, owner’s private wealth management, private jet purchase and operation, charity and government relationship.
Stephen has broad experience of advising on cross-border M&A transactions, assisting PE/VC houses and strategic investors with their investments in Chinese companies. Stephen has extensive experience helping Chinese business raising fund from capital markets overseas. Stephen has advised Chinese companies' IPOs on the London Stock Exchange’s AIM market and the Hong Kong Stock Exchange’ GEM market.
Education Background
The University of Nottingham, International Commercial Law, LLm
Sun Yat-Sen University (Former Zhongshan University), Bachelor in Laws
Work Experiences
Jingtian & Gongcheng, Partner
Hong Kong King Wai Group, Associate Vice President and General Counsel
MWE China Law Offices, Partner
Zhong Lun Law Firm, Non-equity Partner
Pinsent Masons, Senior Counsel,
Pinsent Masons, PRC Legal Counsel
Stephenson Harwood, Associate
Pinsent Masons, Associate
Professional Qualifications
Qualified PRC Lawyer
In-house and Corporate Management
Managing a team of around ten in-house lawyers for the corporate level and business units on real property development, shopping mall management and exhibition center management, co-work space operation, VC fund, cross border e-commerce, bonded warehouses and logistic property development and supply chain management;
Key management member of the Group’s Strategy and Investment Department, mainly responsible for developing and implement corporate re-organization, significant lands and equity acquisition, application of financial service licence, managing the operation of company’s strategic investments and finance investments, including PE funds, third-party payment companies and e-commerce;
Managing the entire process of private jet purchase and the daily operation;
Real Property
Co-leading a team to develop and redefine the business strategy of the IMX Project, integrating the assets and under-performing business units including exhibition center, bonded warehouses, logistic management service and cross-boarder e-commerce services. It aims to offer clients a one-stop solution for imported merchandise exhibition and trade, port services and sales channels in China;
Assisting on the acquisition of lands for bonded warehouse developments within air bonded zones in Beijing Capital Airport, Shanghai Pudong Airport, Chengdu Shuangliu Airport and Guangzhou;
Advising an international client on Internet Data Center property developments and management project, including structuring advice, related government approval, land acquiescent, power and utility supply negotiation, customized IDC facility development and operation, financing arrangement;
Advising on the acquisition of various renewable engender power projects in China (wind and solar) for an international investment company during the pre-IPO financing process and the listing of its Yield Co in the US capital market;
Merger & Acquisition
Advising the Chinese Management on the EUR525million (US$761.5m) secondary buyout of Hyva Group by a consortium led by Unitas Private Equity and NWS Holding from 3i. The transaction involved an international auction process involving numerous PE Funds and trade (including Chinese) buyer. The advice involved working very closely on a bi-lingual basis with the Chinese management to guide them through a complex and for them completely unfamiliar auction and contract process (with parallel final bidders on a locked room basis) against a very aggressive timetable;
Advising TRW Automotive Holdings Corp. (NYSE: TRW) on divesting its global engine valve business for US$385 million in cash to Federal-Mogul Holdings Corporation (NASDAQ: FDML) which involved, inter alia, disposal of shares and assets in three legal entities in China;
Advising Synthesis Energy Systems Inc (SES), a US-based energy and technology company in relation to a number of Coal Bed Methane related M&A and joint ventures projects in China;
Advising a German chemicals company and its UK PE fund shareholder on a complex transaction with a state-owned group in Shandong, including a greenfield joint venture, acquisition of an existing facility (a state-owned asset transfer), and construction of a new greenfield plant;
Carrying out legal due diligence upon three subsidiaries of a European lighting products manufacturer in Shenzhen, Guangzhou and Suzhou in relation to a global merger transaction;
Advising an AIM quoted UK-based company on the bidding to acquire a pharmaceutical business in an auction sale;
Advising a leading foreign insurance group on its proposed acquisition of a Chinese insurance agency company in Shanghai;
Advised Wal-Mart on the sale of Gazeley Limited Group, the property development subsidiary of ASDA, to Colour Bidco Limited, a subsidiary of Economic World Zones FZE
Outbound Investment
Advising China SFECO Group (上海外经), a subsidiary of Shanghai Construction Group (600170.SH, a listed state-owned construction company) on its acquisition of 60% ownership in gold mining assets at Zara in Eritrea for the consideration of US80 million from Chalice Gold Mine Limited, an listed Australian company.
The advice involved representing China SFECO in various acquisition negotiations with Chalice and Eritrean government representatives, conducting legal due diligence, preparing various transaction documents/agreements; coordinating with various consultants involved in the project; advising on the bank finance agreement with China EXIM Bank for the project and the legal matters in relation to the overseas share and mining rights pledge to secure the projects loans;
Advising Loncin (隆鑫通用)(a listed Chinese leading motor business) on its acquisition of Italian engine manufacturer for 25 million Euro; leading the legal team in both China and Italy assisting Loncin to conduct the legal due diligence, negotiate transaction documents, advising on the government approvals in both China and Italy and assisting the completion process;
Advising Loncin on the proposed acquisition of a French electric automotive manufacturing business in the final round of the biding process.
Advising Jiangsu Eastern China Non-ferrous Metals Investment Holding Company Limited (华东有色)("ECE") on its investment in China Africa Resources plc ("CAR") and the subsequent acquisition by CAR of mining assets at Berg Aukas in Namibia and listing of CAR on the AIM market of the London Stock Exchange;
The advice involved representing ECE in conducting legal due diligence, setting up offshore vehicles and preparing the AIM admission documents of CAR.
Advising a Chinese private owned company in Ningbo on its proposed acquisition of an automotive parts manufactures in Czech Republic from its German owners
The advice involved coordinating overseas counsel to conduct the legal due diligence and advising on the transaction structures;
Private Equity / Fund Formation
Advising Lloyds TSB Development Capital Limited (LDC) on its investment as the anchor limited partner in a dual offshore/onshore fund, including advising on complex parallel onshore and offshore fund structures involving foreign invested venture capital investment enterprises (FIVCIE), due diligence on fund management issues, complex foreign exchange issues and all other Chinese law aspects in relation to drafting and negotiation of the transactional documents
Advising an international energy sector investment fund on due diligence, structuring and regulatory issues with regard to the acquisition of a Chinese privately owned thermal and electricity generating company in Chengdu
Advising an UK assets management business and a leading Chinese investment company in respect of form USD-RMB parallel funds with the focus on investments in the infrastructure sectors in China;
Acting as the PRC legal retainer for Sailing Capital (赛领资本) to provide ad hoc PRC legal matters in relation to outbound investments, including providing the preliminary structure advice in relation to the proposed acquisition of Korean business through Shanghai Free Trade Zone structure;
Advising a private equity fund on the acquisition of a mining machinery manufacture group based in Shanghai;
Advising a private equity fund on the proposed acquisition of a Shanghai based language school and private education business;
Advising a private equity fund on the acquisition and restructuring of food and restaurants chains in Hong Kong and Mainland China;
Advising a private-equity-back Singaporean company on the acquisition of container deport and logistic service business in Ningbo and Shanghai;
Advising the foreign investors on forming an Internet Data Center joint venture in Tianjin and the subsequent found raising from PE transaction;
Advising a cloud-based marketing technology solution provider on its onshore restructuring and B round PE fund raising transaction;
Advising an overseas resort development group on the proposed investment in tourism resort hotel development project in Hainan Province in China;
Capital Market/Corporate Finance
Advising CIC Mining Resources Limited (Canadian consulting company to the mining industry in China) on its AIM IPO
Advising on six Chinese based companies on their listings on the UK AIM Market, including RenaSolar, SinoSoft, CMS, Bluestar Secutech, China Private Equity Holding Limited and CIC Mining Resources Limited;
Advising on the sponsor of NOBLE HOUSE (CHINA) HOLDINGS LIMITED on its IPO on the Hong Kong Exchange GEM Market;
Advising China Molybdenum on its UK private placement in relation to its acquisition of molybdenum mining assets in Hunan
Foreign Direct Investment
Advising a US leading hard disk manufacturer on establishment of its US$200 million wholly-owned manufacturing facility in Suzhou, including the acquisition of land, negotiating with governments on incentives and the construction of factories;
Advising a UK listed specialist chemicals business on wholly foreign owned enterprise set up, employment and acquisition of land and manufacturing plants matters in China;
Advising a German chemicals company and its UK PE fund shareholder on a complex transaction with a state-owned group in Shandong, including a greenfield joint venture, acquisition of an existing facility (a state-owned asset transfer), and construction of a new greenfield plant;
Advising a UK manufacturer on its supply chain management issues in China, including the preparation and negotiation of local and global contracts for goods and services and centrally procured services;
Advising a leading international video and web conferencing services provider on structuring, drafting and negotiation in relation to the commercial contracts with operation partners and customers in China;
Advising a leading international hotel rooms on-line booking company on the PRC legal aspects in relation to its central reservation and booking systems and E-commerce activities, including on-line contracting and promotion via the Internet;
Advising a leading chemical business on its relocation of plants in Shanghai due to the change of zoning by the local government;
Advising AMEC Natural Resources on a JV and investment in China and related licensing and regulatory issues;
Advising on several employee settlement agreements and employee transfer agreements in several international merger and acquisition cases;
Advising a UK company on the PRC legal respects in relation to its global employee share schemes;
Competition/Compliance
Advising a leading international e-commerce company dealing with the down raid action and anti-competition investigation by NDRC in Shanghai, which is still pending.
Advising an international e-commerce business in dealing with complaints made by local AIC and Consumers Association and the relevant compliance issues in relation to consumers rights protection and personal data protection
Leading a team carrying out an in-depth China competition law compliance review program on eight Chinese subsidiaries of a Fortune 500 multinational company, including developing questionnaire, conducting email searches, interviewing managements, reviewing key commercial contracts, providing internal competition law training for Chinese staffs and providing competition law compliance assessments report for the global general counsel of the client;
Advising Chinese subsidiaries of a leading UK beverage company in relation to competition law compliance in the PRC, including advising on distribution structures so as to facilitate legitimate rebates and other incentives; providing training to senior managers on anti-unfair competition regulations in China; drafting standard procedures for dealing with Chinese government investigations.
Advising AMEC Natural Resources on a JV and investment in China and related licensing and regulatory issues;
Dispute Resolution
Advising a Hong Kong based restaurant brand in dealing with the civil litigation in relation to franchising contract disputes and unfair competition of the Chinese counter parties in Guangdong;
Advising a Danish company on the civil litigation in Shenzhen in relation to trademark disputes with its OEM manufacture in China.