Major Transactions

        Xiao Liu has advised numerous public companies, private companies and securities investment fund management companies on corporate reorganizations, mergers and acquisitions, securities regulations, general corporate matters, commercial and transactional contracts, corporate regulatory compliance for the following major transactions in the U.S. and China:

U.S. Transactions

• • Represented Truly Blended LLC, an LLC engaging in marijuana planting business, for its financing and business structure change approved by Oregon Liquor Control Commission   

  • Represented JuniorChina Financial Holdings Limited in acquiring Velox Clearing LLC, a Nevada based securities trading company which was approved by FINRA

  • Formed HH&E Venture Fund and advised it on investments into portfolio companies 

  • Formed HEDA Capital Fund and advised it on investments into portfolio companies 

  • Represented Dilili Labs, Inc., a leading AI/AR/CR startup with operations in California and China, on series seed and series A rounds financing and mirror structure

  • Advised three U.S. subsidiaries of Henan Meijing Group Co., Ltd., a leading real estate development group in Henan province, China  on general corporate matters

  • Advised numerous U.S. subsidiaries of Beijing Hanhai Incubator Co., Ltd., a leading high tech incubator with headquarters in Beijing, China on general corporate matters and commercial real estate matters

  • Advised Neusoft America Inc., the U.S. subsidiary of Neusoft Corporation, the largest IT solutions and services provider in China, on general corporate matters

  • Advised Hangzhou Innovation Center, the U.S. base for Hangzhou Municipal Economic and Development Area, on general corporate matters

  • Represented Beijing Hangrong Investment Inc. in relation to a series seed investment into a high tech company 

  • Represented Shenzhen Leaguer Venture Capital Inc. as the lead investor with Stanford Star X as co-investor in relation to a seed funding of investment into a bio tech company in the Silicon Valley  

  • Represented Enlightouch inc., an online education service and content provider, in relation to its series seed financing and series A financing and advised it on general corporate matters

  • Represented DIDREW Technology, Inc. in relation to its series seed financing and advised it on general corporate matters

  • Represented Smart Lucky Technology, Inc., a US affiliate of VIVO Communication Technology Co. Ltd. in relation to acquiring an office building in San Diego 

  • Advised Chinese Cubes Inc., a company focusing on Chinese language skill development, on general corporate matters

  • Advised Nutrichem Co. Ltd., a public biotechnology company listed on NEEQ, China, on its stock assignment and transfer matter in relation to its US subsidiary

  • Advised HHE Investment Inc., the U.S. subsidiary of Haohua Electronic Equipment Installation Co., Ltd, on general corporate matters

  • Formed nonprofit corporations in CA: American Asian Economic and Cultural Association, Hebei Chamber of Commerce in California USA, ISSC Association, AOIDE Children's Chorus

  • Advised ADDINO Inc. on general corporate matters

  • Advised US Golden Career Human Resources Technologies Inc., a US subsidiary of a leading Chinese human resource company, on general corporate matters

  • Drafted underwriting documentations and legal opinions for J.P.Morgan and UBS AG in connection with the US$285 million HK initial public offering of Xtep International Holdings, a leading Chinese fashion sportswear manufacturer, and its Rule 144A/Regulations S international placing.

  • Drafted and negotiated underwriting documentations and legal opinions for CICC and Macquarie in connection with the US$533 million HK initial public offering of China South Rolling & Stock Corporation, a leading Chinese rolling stock manufacturer, and its Rule 144A/Regulation S international placing.

  • Drafted Business section of prospectus for a leading Chinese automobile manufacturer in connection with its Hong Kong (“HK”) initial public offering and Rule 144A/Regulation S international placing.

  • Drafted corporate documentations for a direct marketing agency that specializes in the development of data-driven direct marketing programs for clients in the financial services sector in connection with its $40 million merger with a large database marketing agency

  • Drafted corporate documentations and transaction contracts for an American insurance company in connection with its $9 million merger with an investment company

  • Drafted application documents and incorporation documents for a large Italian conglomerate in connection with its US$ 15 million buyout of its Chinese State-owned partner in a Chinese equity joint venture. Prepared and drafted contracts and application documents for the same client in connection with its new joint venture’s establishment in China

  • Represented a leading U.S. office products supplier in employment related matters for its Suzhou Representative Office in China

  • Represented a leading U.S. building security consulting company in setting up a WFOE in Shanghai

  • Represented a high tech company in acquiring equity interest in a China-based outsourcing company

  • Represented a U.S. floor grinder manufacturing company in connection with exporting its products to Shanghai and drafted commercial contracts for the matter

  • Represented a Shenzhen-based pharmaceutical company in setting up a subsidiary in the U.S.

  • Advised Apollo Power Industry, Inc., a subsidiary of ChangFa Group in the U.S., on general corporate matters and drafted commercial agreements

  • Represented Bank of China Beijing Branch in a $3 million potential fraud investigation matter in IL

  • Represented Sany Heavy Industry, one of the largest Chinese construction vehicle manufacturers, in establishment of its U.S. subsidiary and advised on the same client's general corporate matters

China Transactions

• • Representation of a well-known asset management company, Beijing Boshi Funds Management Co. Ltd., in connection with one of its closed-end securities investment funds, Yulong Fund’s initial public offering (Shenzhen Stock Exchange (“SZSE”): 184692，fund units are US $ 36 million)

  • Representation of Beijing Capital Group in connection with the restructuring of Sichuan State Bond Funds. Representation of the same client in an investment of US $ 3 million into a fund management company in Shengzhen, Yinhua Funds Management Co. Ltd. Representation of Yinhua in connection with its first closed-end securities investment funds, Tianhua Fund’s initial public offering (SZSE: 184706, fund units are US $110 million)

  • Representation of an affiliate of CNPC, Jinzhou Petrochemical (SZSE: 000763) in connection with its initial public offering of US $91 million. Counseled the client on its continued reporting obligation and merger into CNPC

  • Representation of CNTIC Trading Co., Ltd, the largest Chinese technology trading company (Shanghai Stock Exchange(“SHSE”):600056 ), in connection with its initial public offering of US $28 million. Representing the same client in an asset acquisition with a well-known Suzhou-based vacuum cleaner manufacturer, Jiangsu Chunhua Vacuum Cleaner

  • Representation of China Television Media, Co. Ltd (SHSE: 600088), the only public company of the Chinese Central Television, in connection with its initial public offering of US $48 million. Representing the same client in acquiring CCTV Wuxi Taihu Film & TV City. Representing the client in structuring and negotiating its investment of US $3 million in a Beijing-based electronics technology company. Counseled the client on restructuring of its various affiliates in China, and its continued reporting obligations

  • Representation of Hebei Tangshan-based Chinese iron and steel manufacturer (SZSE: 000709) in connection with its initial public offering of US $94 million

  • Representation of Hubei Daye-based Chinese special steel manufacturer (SZSE: 000708) in connection with its initial public offering of US $51 million

  • Representation of South Huitong Co. Ltd, a Guizhou-based railway transportation company (SZSE: 000920), in connection with its initial public offering of US $66 million

  • Representation of a Beijing-based thermal power company, Jingneng Thermal Power Co. Ltd (SHSE: 600578), in connection with its initial public offering of US $61 million. Counseled the client on its continued reporting responsibilities

  • Representation of an affiliate of SINOPEC, SINOPEC Zhongyuan Petroleum (SZSE: 000956), in connection with its secondary public offering in 2002

  • Representation of a Beijing-based pharmaceutical company, Beijing Double-Crane Pharmaceutical (SHSE: 600062), in its acquiring of a Suzhou-based pharmaceutical, and an investment into a Wuhan-based pharmaceutical. Counseled the client on restructuring of its various affiliates, and its continue reporting responsibilities. Representing the same client in its acquisition by Beijing Wanhui Pharmaceutical Group

  • Representation of a Beijing-based medical equipment company, Beijing Wandong Medical Equipment (SHSE: 600055), in connection with its secondary offering of US $ 11 million

  • Representation of a Jilin-based paper manufacturer (SZSE: 000718) in connection with its secondary offering in 1999

  • Representation of a Beijing-based investment company in connection with the acquisition of a Hebei-based ceramics manufacturer, Hebei Huayu Co. Ltd. (SZSE: 000408)

  • Representation of a Wuhan-based investment group, Hubei Tianfa Group, in connection with its US $ 7.2 million acquisition of a well-known chemical manufacturer, Power 28 Co. Ltd. (SHSE: 600703). Counseled Tianfa on restructuring and continue reporting responsibilities of its various affiliates

  • Representation of Gansu Yasheng Industrial Group (SHSE: 600108) in connection with a stock swap acquisition of a Shandong-based manufacture company

  • Representation of a Beijing-based affiliate of CPMEC in connection with an acquiring of a Shandong-based company, Jinan Diesel Engine (SZSE: 000617)

  • Representation of Jinzhou Liulu Industrial Co. Ltd. (SZSE: 000686) in connection with its asset acquiring of a local chemical plant

  • Representation of Hong Kong Goncord Group in connection with an acquisition of a Shanghai-based company, Winsan Industrial Co. Ltd. (SHSE: 600767)

  • Representation of a U.S. OTC company in connection with setting up a joint venture with Beijing Hongfan Communication Company

  • Representation of a U.S. high tech company in connection with setting up a joint venture with a Beijing internet service provider

  • Representation of a Guangdong-based railway company on its reorganization and restructuring of its affiliates

  • Representation of The 12 Bureau Group Co. of China’s Ministry of Railway on its reorganization and the restructuring of its affiliates for the purpose of an IPO

  • Representation of Hubei Shuailun Cardboard Co., Ltd. on its reorganization and restructuring its affiliates in connection with its acquiring of two supply companies