法律服务方案英文

法律服务英文 LEGAL SERVICE PROPOSAL to CHENGDU BRANCH OF HSBC Chongqing Office: Add.:11-A2, Langgao Kaiyue Business Building, No. 2 West Nanping Road,Nanan District, Chongqing, P.R. China Tel: 86-23-60330886 Fax: 86-23-62625599 E-mail: Chengdu Branch of HSBC: Sichuan Tahota Law Firm (hereinafter referred to as “Tahota”) is honoured to have the opportunity to submit this Legal Service Proposal, which is based on our understanding of the business nature of Chengdu Branch of HSBC (hereinafter referred to as “HSBC”) and the specific legal matters of HSBC might be involved in. The purpose of this Proposal is to set forth a framework which Tahota might act as the PRC legal counsel of for its business in Chengdu and no statement in this Proposal constitutes a contract, a representation or warranty, or legal opinion or the like between us. Tahota wishes to have the chance to offer our legal services to your Company with high quality and efficiency. Yours sincerely, Tahota Law Firm 1 CONTENTS ABOUT TAHOTA ...................................................................................................................... 2 BANKING AND FINANCE TEAM ............................................................................................... 4 SERVICE SCOPE ...................................................................................................................... 6 PROFESSIONAL FEES ............................................................................................................... 9 APPENDIX A: WORKING TEAM.............................................................................................. 13 APPENDIX B: STANDARD TERMS FOR LEGAL SERVICES ......................................................... 14 ABOUT TAHOTA Tahota Law Firm, founded under the approval of Department of Justice, Sichuan Province, is one of the largest local law firms in West China. In 2001, Tahota was awarded as one of “The Excellent Law Firms of Sichuan Province” by Department of Justice, Sichuan Province, and in 2005, Tahota was awarded as one of "The Excellent Law Firms of China" by All China Lawyers Association (ACLA). Tahota is now gathered with 19 partners, more than 110 admitted lawyers and over 200 staff all over its Chengdu office, Beijing office and Hong Kong Representative office. Some partners and lawyers of Tahota are also member of ACLA, director of Sichuan Bar Association (SBA), director of Sichuan Economy Association, director, deputy director of WTO Law Committee of SBA, deputy director of Civil and Commercial Law Committee of SBA, member of Chartered Institute of Arbitrators and Counsel of Hong Kong Mediation Centre and so on. On May 1st 2003, Tahota officially opened its Beijing Office, which was the first branch office formed by a local law firm from West China, and which also symbolized Tahota’s big step forward to expanding its practice areas and tied closer ties with the central supervisory authorities in securities, banking and insurance and supreme court, supreme prosecute and ministerial public security in Beijing so as to promote Tahota’s professional legal service to a wider range and higher level. 2 From May 24th, 2002, Tahota begun to cooperate with Hong Kong Woo, Kwan, Lee & Lo (WKLL) from the event of co-hosting “Senior Forum on Real Estate, Property Management and West City Development”. In October 2003, Tahota and WKLL officially signed a “Closer Cooperation Agreement” in the witness of the Secretary for Justice, Ms. Elsie Leung. In May, 2005, Tahota and WKLL co-hosted the “Introduction to Listing on HKEX and Celebration Ceremony for the Third Anniversary of Cooperation between Tahota and WKLL”, which symbolized a closer and deeper communication and cooperation alliance. Our philosophy is simple. We believe in fostering long-term relationships with our clients forged upon our record of service, and we team with our clients to find the best solutions to their legal matters. By partnering with our clients, we are better able to work proactively, thus avoiding legal disputes and litigation when possible. We have built our firm on a foundation of integrity and have proven our performance to clients over time. While we focus on several target practice areas, including banking and finance, real estate development, corporate and business, labor & employment, litigation and arbitration, every aspect of our legal work is based on sound legal analysis, teamwork and achieving results. We regard a strong personal relationship with our clients as a crucial part of an effective legal strategy. We deliver results through teamwork - both with our clients and within our firm - because we know that building a rapport with our clients is critical to realizing their business goals and personal legal objectives. Therefore, we devote substantial time to analyzing and understanding every aspect of our clients' concerns. We form solid working relationships with our clients by promptly returning phone calls and replying immediately and thoroughly to questions and requests for information. Making our clients an integral part of the legal team also adds value to service. Listening to our clients enables us to anticipate problems and work more productively to meet their needs. This rapport also means our clients never receive general legal services because we tailor legal counsel to each client's specific needs. Although we focus on targeted practice areas, many clients find their legal needs cross over from one practice area to another. By integrating our services, our group teams work together to address a wide range of legal matters. In that way, we pool the diverse legal knowledge of our attorneys, and trained support staff, to serve each client's unique legal need. Using this framework, we analyze your legal concerns from various perspectives, recommend strategies, consider your budget, and suggest viable directions toward resolution. Our commitment to service is reflected in our long-standing relationships with many of our clients. 3 BANKING AND FINANCE TEAM Tahota's Banking and Finance Team has a breadth and depth of experience in domestic and international banking and finance much valued by the banks, building societies, other financial institutions and corporate borrowers that we advise. Our talented team of lawyers has an insight and appreciation of the needs and pressures of clients in the financial services sector. The Banking and Finance team provides comprehensive representation to clients and their customers in the financial services industry. Members of the team regularly structure, negotiate, document, render opinions, and close complex and routine financial transactions, including loans, leasing, public finance and real estate deals. Team members also provide advice and guidance regarding compliance with complicated central and local laws and regulations that govern the delivery of financial services and products. Our attorneys assist with the development and means of delivery of financial services and products, and regularly advise clients with respect to ongoing operations issues. We represent financial service providers including national, regional and community financial services companies. We are renowned for the quality and speed of delivery of our advice, our innovative thinking and our grasp of commercial issues. The integrated, regional structure of the banking and finance practice allows us to provide appropriate support, relevant sector specialist and country specific knowledge as required for large-scale transactions. We are regularly involved in the most challenging banking and restructuring transactions and are highly respected in the market. The following is representative of the transactions that team members in Chengdu have either previously advised or are currently working on: , Advised a Chinese bank on its ongoing duties and obligations as an agent bank to an indirect syndicated term loan facility. , Advised a Chinese bank on its proposed international factoring services structure. , Advised a Chinese bank and a financial institution on the sale of participation rights to distressed debt facilities in Sichuan and their ongoing obligations under the participation agreements. 4 , Advised a foreign bank’s Chinese branch in respect of individual housing loans. , Advised a foreign bank’s Chinese branch on its back to back L/C structure. , Representation of a listed company in relation to a US$1.5bn mezzanine financing as part of the company’s structure financing strategy. , Advised a listed company on a number of cross-border acquisitions. , Advised a listed company on bank guarantee and escrow. , Advised a listed group company in relation to a Debt-Equity Swap transaction. , Advised a foreign fund in respect of a bridge loan arrangement. , Representing a listed company in a civil action against a Chinese bank’s overseas branch in respect of international collection. , Representing a listed company in a civil action against a Chinese bank in respect of acceptance bill. 5 SERVICE SCOPE Our Banking practice provides transactional and advisory services in: , general borrowing and lending; , restructuring and acquisition finance; , project finance; , syndicated finance; , housing finance; , real estate finance; , letters of credit; , receivables and trade finance; , regulatory compliance; and , regulatory investigations. Specially for HSBC, among the strategic and comprehensive services provided by us are: Bank Advisory , Advising on the broad range of regulations related to HSBC’s banking operations in Sichuan province and throughout the country. As the boundaries of permissible activities expand, we counsel clients on extending their services into new areas; , Working with HSBC to evaluate and strengthen its internal controls, risk management processes, and compliance programs; , Helping HSBC achieves its business objectives within the constraints of the myriad of banking, securities, tax, and other laws to which they are subject; , Helping HSBC maintains its own effective relationships with the regulators. , Advising HSBC in documenting, negotiating and closing different types of loans including commercial real estate and asset-based financing transactions. These transactions involve term loans, development loans, revolving and nonrevolving lines of credit, letters of credit, and equipment leases. 6 , Advising HSBC regarding troubled loans, structure workout plans for eligible candidates, restructure loan documents, and pursue relief in bankruptcy. When appropriate, on behalf of HSBC, we will maximize recoveries on claims against debtors through aggressive exercise of your legal rights. We have established an office infrastructure which allows us to handle a significant volume of foreclosure and other like collection actions in a cost-efficient and expedient manner. Collection services range from secured real estate transactions requiring mortgage foreclosures to unsecured commercial and consumer credit collections. Finance , Assisting HSBC in financing domestic and local mergers and acquisitions, leveraged buyouts, joint ventures and equity investments; , Participating in all aspects of the deal structure, negotiation, and documentation, including issues of fraudulent conveyance, collateral, compliance with margin and other regulations, the relationships between senior and subordinated lenders, and all other issues particular to the loan market; , Assisting in real estate finance and capital markets transactions, including mortgage origination, structured finance, initial public offerings, private placements of debt securities, mezzanine financings; , Advising in Bankruptcy proceedings and lenders consensual corporate restructurings and workouts; , Providing legal opinions on asset management on tax, fiduciary, and regulatory issues arising from the structure, operation, and maintenance of investment funds and financial products. Corporate , Serving as general counsel in all aspects of corporate life –through all aspects of HSBC’s evolution and operation, including director and officer liability; , Dealing with issues of privacy, data protection, trademark protection, business method patent protection, and other intellectual property concerns deserve boardroom-level attention; , Advising HSBC in negotiating employment contracts or collectively bargained agreements, directing management on proper procedures for investigating claims of discrimination, and addressing wage and benefits issues under Chinese Law; 7 , Counseling management representatives, resulting in enhanced management/ labour relations and productive operations. , Being called upon to conduct periodic audits and reviews of personnel policies and procedures including writing or revising policies contained in employee handbooks. Of equal importance is the enforcement of policies and proper training of management and rank-and-file employees with regard to attendant rights and responsibilities. 8 PROFESSIONAL FEES Subject to the billable services and fee standards set forth by the Department of Justice, Sichuan Province, Tahota’s professional fees shall be: I. Representation in Civil, Administrative Litigation and Arbitration , Capped Fee per Case: For cases that involve non-property subject matter, a one-off charge of RMB 1,000 -10,000 applies. , Charge on the Basis of Value of Disputed Subject Matter Where the value of subject-matter in dispute is no more than RMB 50,000, the fee is fixed at RMB 1,000-3,000/per case; where the value is more than RMB 50,000 in addition to a fixed fee of RMB 2,000 the following fee schedule shall apply: Value of Subject Matter in dispute(RMB) Rate applicable 6,-5, 500,001-500,000 5,-4, 500,001-1,000,000 4,-3, 1,000,001-5,000,000 3,-2, 5,000,001-10,000,000 2,-1, 10,000,001-Above II. Non-litigation Service Fee , Capped Fee A capped fee may be agreed upon between Tahota and client, having regard to the nature and amount of work, value of the subject-matter, complexity and prevailing market conditions etc at the time. , Fee Fixed on the Basis of Value of Disputed Subject Matter For non-contentious legal matters which involves property, a fee fixed at 0.5-5% of the value of the property in question (property in dispute, total assets, net assets, value 9 of transaction etc, where applicable), having regard to other factors where appropriate, shall apply. , Hourly Rate Attorney fee, where so agreed upon between clients and Tahota, may be calculated on the basis of the following hourly rates, and actual time expensed thereof: Senior Partner RMB 2,000-3,000/h Partner 1,600-2,000/h Attorney 1,000-1,600/h Paralegal 600-1,000/h Payment to be made in foreign currency shall be converted into RMB at the foreign exchange rate (middle rate) boarded by the People’s Bank of China on the date agreed upon between the parties. Generally-accepted business practice in legal service with respect to time-keeping and calculation applies: Where the attorney works alongside with client or where attorney provides service on the site, the actual time expensed shall be the billing hours; For document drafting, and revising, the time shall be billed in accordance with what a reasonably experienced attorney with general skill and diligence usually requires. Time sheet setting out particulars such as items of work, time spent, subtotal and total sum, rate applicable, and bill for such purpose shall be forwarded to client on a regular basis for review and confirmation, which shall subsequently be taken as evidence for payment. III. Annual Retainer Fee , Estimated fees The initial yearly retainer fee for the first year may be agreed upon by Tahota and client by way of consultation, taking into account of the scope, nature, and volume of work anticipated, as well as attorneys designated: Ordinary Client: RMB 50,000-100,000/per annum; VIP Client: Minimum RMB100, 000/ per annum. 10 The specific retainer may vary within the range as above specified, depending on the amount of work and service which is subject to variations as the circumstance requires. No refund or supplemental charge in any case shall apply. At the end of each contract year, adjustment may be made, where agreement is reached between Tahota and client, in relation to the fee of the following year, the evaluation of which shall be made by reference to the billable hours and attorney fees over the previous year in the provision of service by attorneys of Tahota. , Fees Billable on Time Basis Regular payment shall be made in accordance with the hourly rate as above-mentioned, as well as time sheet and invoice issued by Tahota. IV. Discount, Increased Rate and Contingency Fee , Discounted Rate Long-term clients who have retainer agreement with Tahota are entitled to a 20% discount for all litigation and arbitration cases represented by Tahota for attorney fees. A 30% discount applies to VIP clients for such representations. , Increased Rate For legal matters that are of substantial complexity or of major significance, or of considerable difficulty, applicable rates may be raised, where appropriate, subject to agreement between Tahota and the client, but in any case, the final rates shall not be more than five times of the levels as above-specified. Cases or matters that constitute being of substantial complexity, major significance, considerable difficulty refer to cases of the following nature: 1. Cases that are subject to the jurisdiction of Intermediate Court in relation to first instance proceeding; 2. Class action and arbitration; 3. Cases that involve more than two legal relations in dispute; 4. Cases that require specialized expertise and need the involvement of non-legal specialists as counsel; 5. Cases or legal matters that have foreign-related elements and require services to be provided in foreign languages. 11 , Contingency Fee Where the client and Tahota agree that contingency fee applies in the form of reduction of down payment or waiving of initial charge, the two parties may further discuss the fee standard and aggregate final amount on the basis of final outcome of the case. V. Translation of Legal Documentations From English to Chinese: RMB 500 per page of A4 size, with small-four font, and line space of 1.5 From Chinese to English: RMB 700 per page of A4 size, with small-four font, and line space of 1.5 Other Languages: RMB 800 per page of A4 size, with small-four font, and line space of 1.5. Where request is made for the work to be treated as urgent, an additional 30% charge shall apply. 12 APPENDIX A: WORKING TEAM The following is the team members for HSBC: TANG Qianhong, Vice director & Senior Partner TANG Qainhong obtained his LL.M degrees from the University of Durham Laws and the Southwest University of Politics and Science of Laws. He served as vice president of Qingyang District People’s Court and Deputy Director of Law Research Department at Chengdu Intermediate People’s Court for over ten years, during which he was trained as a visiting judge in Arizona Superior Court in Maricopa County. He has advised clients on International Trade, International Investment, Corporate & Commerce Matters, Government Legal Affairs and Litigation & Arbitration. Tang is a native speaker of Mandarin and is fluent in English. DING Shan, Senior attorney DING Shan obtained her LL.M degree from Southwest University of Finance and Economics. She worked in King & Wood before she joined Tahota. She has extensive experience in finance, investment, securities and bankruptcy as well as IP legal matters. ZHANG Tiankui, attorney ZHANG Tiankui obtained his LL.M degree from Southwest University of Politics and Science of Laws. He worked in Shell and Founder before he is admitted to practice. He has extensive experience in L/C, factoring and forfeiting, collections, syndicate loan, mergers and acquisitions, private equity and venture investment, joint venture, corporate restructurings as well as general and corporate business advice. He is a native Mandarin speaker and is fluent in English. LI Shan, Legal Assistant LI Shan obtained her LL.M degree from the Leeds University Law School. She is a native Mandarin speaker and is fluent in English. 13 APPENDIX B: STANDARD TERMS FOR LEGAL SERVICES Governing Terms This statement contains the standard terms for our engagement as your lawyers. Unless modified in writing by mutual agreement, these terms will be an integral part of any agreement we may have with you. Please review this statement carefully and contact us promptly if you have any questions. We suggest that you retain this statement in your file. Application and Interpretation Your engagement is with Sichuan Tahota Law Firm. In accordance with the common terminology used in professional service organizations, reference in these Standard Terms, or otherwise in the course of your dealings with us, to a “partner” means a partner or equivalent, in this or another such law firm. Similarly, reference to an “office” means an office of such law firm. Client Service Lawyer One lawyer will generally be assigned primary responsibility for seeing your requests for legal services are met. Additional lawyers and paralegals from other Firm office may assist in rendering the most appropriate and efficient legal services. Scope of Our Engagement and Fees The scope of any engagement will be set out in a separate letter that will be sent to you each time we agree to represent you on an individual matter (Assignment Letter). Our fee arrangement will be set out in that letter. Conflicts You agree that, without detracting from our duty of confidentiality to you, we may without your consent act for other persons or entities whose interests are adverse to you or your affiliates in matters not substantially related to our engagement by you. The adversity may be in litigation, legislative or regulatory matters, or in transactions or otherwise, all regardless of type, importance or severity of the matter. We agree, however, that we will not act adversely to you in any instance where, as the result 14 of our representation of you, we have obtained sensitive, proprietary or other confidential information of a nonpublic nature that, if known to any such other client of ours, could be used in a matter in which we are retained by our other client to you or your affiliates’ material disadvantage, unless we screen our lawyers and paralegals who have such information from any involvement in the adverse representation. You also understand that we may obtain confidential information from other clients that might be of interest to you, but which we cannot share with you. Conflicts With Affiliates For purposes of our engagement, our client is the only entity designated in our Assignment Letter, and not its affiliates (the stockholders, subsidiaries, directors, officers, or related companies of any entity, or the individual members of a trade association, or the partners of a partnership or joint venture). Accordingly, for conflict of interest purpose, we may represent another client with interests adverse to your affiliates without obtaining your or their consent. We will expect you to inform us immediately if the designated client dose business under any other name. Termination of Service We are subject to the rules of professional responsibility for the jurisdictions in which we practice, which list types of conduct or circumstances that require or allow us to withdraw from representing a client. We may terminate our representation for any reason consistent with the applicable rules of professional responsibility. We try to identify in advance and discuss with our client any situation that may lead to our withdrawal, and if withdrawal ever becomes necessary we give the client written notice of our withdrawal. You may terminate our representation at any time by notifying us. Termination of our service will not affect your responsibility for payment for legal services rendered and additional charges incurred before termination and in connection with an orderly transition of your matters. Our attorney-client relationship will be considered terminated upon our completion of the specific services that you have retained us to perform, or if open-ended services are agreed upon, when more than six months have elapsed from the last time you requested and we furnished any billable services to you. If you later retain us to perform further or additional services, our attorney-client relationship will be revived, subject to these and any subsequent 15 written terms in the Assignment Letter. The fact that we may inform you from time to time of developments in the law which may be of interest to you, by newsletter or otherwise, should not be understood as a revival of an attorney-client relationship. Moreover, we have no obligation to inform you of such developments in the law unless we are engaged in writing to do so. Your papers When termination occurs, papers and property that you have provided to us will, at your request, be returned to you promptly. Copies of papers we have created for you, which you may need but no longer have, will be made available to you. Our drafts and work product will belong to us. We reserve the rights, subject to any applicable laws or rules of professional responsibility to the contrary, to destroy within a reasonable time any items described in this paragraph that are retained by us. E-mail Documents sent to you by e-mail (whether or not containing confidential information) will not be encrypted unless you request us, in writing, to encrypt outgoing e-mail and we are able to agree with you and implement mutually acceptable encryption standards and protocols. We make reasonable attempts to exclude from our e-mail and any attachments any virus or other defect that might affect any computer or IT system against any such virus or defect, and we do not accept any liability for any loss or damage that may arise from the receipt or use of electronic communications from us. Questions One of our goals is to ensure that legal services are delivered effectively and efficiently, and that all billings are accurate and understandable. Please direct any questions about services or billing practices to your client service lawyer. Agreement These Standard Terms shall be incorporated into any specific engagement and will be part of each Assignment Letter. Except for pending uncompleted assignments, these Standard Terms supersede all prior understandings or agreements between you and us and they shall prevail over any contrary or alternative terms of yours or any third party. Any change to these terms must be made or confirmed in writing in the Assignment Letter and be signed by the Managing Partner of one of our Firm offices. 16