Our Services.

Edited Time: October 21, 2021Edited by: adminCategory: Our Services

We provide legal services and advice for international companies on their day-to-day corporate governance and businesses in China, including the drafting and review of internal rules and regulations, labor related contracts and commercial contracts, advice on labor related issues, etc.

Internal Rules and Regulations

Internal rules and regulations generally include Articles of Association, Employee Handbook, Code of Conduct, etc.

Articles of Association: Articles of Association may need to be reviewed and updated from time to time, for example, in cases of the increase or decrease of registered capital, change of company management structure. In addition, as laws and regulations, including those on foreign investment, will be revised constantly, it is important for companies to review and update their Articles of Association to ensure their compliance with the prevailing laws and regulations.

We help our clients review and update their Articles of Association to reflect the most recent situation of their companies, ensure their compliance with the prevailing laws and regulations and lower the risks of foreign investors in a JV.

Employee Handbook: Resolving a labor dispute with employees in China can be troublesome. Therefore, it is very important to prepare a well-crafted employee handbook which can not only avoid complications in any labor legal dispute but also, among others:

• formalize the entire policy and procedures of a company;
• serve as hard evidence in court;
• outline the ethical conduct policy of a company; and
• serve as a groundwork for maintaining safety in the workplace.

Then what constitutes a well-designed employee handbook? Legally speaking, a well-designed employee handbook should distinguish between minor and major violation or breach and must be comprehensive and specific, and of course, should not be in violation of laws.

Furthermore, employee handbooks in China are very localized. Therefore, it is not a good idea to directly apply a globally accepted employee handbook in China. It is even not advisable for companies in different cities of China to use the same employee handbook because employment related rules and practices vary from one city to another, and the handbook should match local rules and practices.

We help our clients to tailor and review employee handbook based on their industries, cities, sizes, etc to ensure the compliance with laws governing labor and employment and to lower clients’ risks in potential labor disputes.

We also help our clients with their other internal rules such as purchasing / procurement rules, reimbursement rules.

Labor Related Contracts

We help our client to prepare labor related contracts including, but not limited to, labor contract / employment contract, confidentiality agreement and non-competition agreement.

Labor Contract: A labor contract is of great importance in China whose laws and regulations not only require the conclusion of a labor contract as from the time an employee begins to work for an employer, but also specifies the terms that shall be included in a labor contract. Failing to duly conclude a labor contract with an employee, an employer will need to pay two times the monthly salary to the employee as from the second month of employment. While failing to include the required terms in a labor contract, the employer may find itself at an disadvantage in labor disputes.

Furthermore, as mentioned earlier, employee rules and practices in China vary from one city to another, labor contracts should also match the same.

Confidentiality Agreement: For most positions, it may be enough to include confidentiality terms in a labor contract. However, for positions which may access trade secrets and other confidential information of a company, it is advisable to conclude a separate confidentiality agreement to specify in a more detailed way the obligations and liabilities of such employees.

Non-competition Agreement: Non-competition agreements generally are concluded with employees who can access the trade secrets of an employer, for example, senior management and senior technicians to prevent them and their immediate relatives from engaging in business in competition with the employer. Therefore, an employer shall pay economic compensation to employees who are in compliance with the non-competition agreement after the termination of labor contracts. A very important thing to bear in mind is that if an employer and an employee conclude a valid non-competition agreement, whether or not the employer requires the employee to comply the agreement, after the employee leaves the employer, the employee may claim against the employer for non-competition payment. Therefore, it is very important for an employer to review and decide whether or not to terminate such non-competition agreement upon the termination of a labor contract with its employee.

Commercial Contracts

Generally, a company may conclude commercial contracts covering the following issues with its counterparty(ies):

• Sales of goods or their parts either wholesale or in retail;
• Provision of services such as vendor services;
• Use or transfer of intellectual properties including patents, trademarks, copyrights, and trade secrets;
• The right of any given party to disclose confidential information or engage in competition;
• Lease or purchase of real property;
• Other commercial issues such as compensation trade, processing trade, engineering.

We help our clients prepare, review and negotiate commercial contracts, in both English and Chinese. As we have considerable experience in both commercial deals and litigation, we know what is good for our clients and what may bring a lawsuit. Therefore, we can help our clients maximize their interests and lower their risks in commercial contracts.