Xiaofeng QIN

Below are a few cases that I am working on:

· An assets restructuring case involves assets-shares-units swap across 4 jurisdictions about AU$100 million;

· Advising on issues of foreign investment law that involve a few property development projects in East Timor;

· A NSW Supreme Court case involves building defects of about AU$8 million against a developer who is under administration;

· In preparation of an incoming NSW Supreme Court case involves dispute in a mixed-use complex between different members of a community title BMC (Building Management Committee) and their unfair proportion of rights/obligations in BMS (Building Management Statement) ;

· A construction loan of about AU$50 million.

In Australia

Aqualand is an Australian property developer with a gross development portfolio of AU$6+ billion.

www.aqualand.com.au

· Contract Approval – I was responsible for every contract/letter/form's final review, reporting and execution for all 240 companies & trusts across all Australian & overseas offices, and across all business arms (property, investment & hospitality). Average weekly workload was about 5 large contracts, 30 small contracts and 50 letters/forms.

· Property Transaction – all aspects of acquisitions, disposals and off-the-plan conveyancing; cases include about 15 acquisitions each values AU$100+ million;

· Property Development – development strategy, deal structuring and planning;

· Co-Development / Joint Venture – stakeholders include government, leading developer & builder, hospitality operator, private & institutional investors; cases include Central Barangaroo project (which occupies 5 hectare of land in the heart of Sydney CBD and gross development portfolio AU$3.5 billion) and CSIRO site (which occupies 65,000 sqm of land);

· Construction – cases include multiple construction projects with large numbers of (head & sub) construction, fit-out, civil work, consultant and procurement contracts; recent projects include a high rise residential tower (29 levels with 386 apartments), and a residential mansion (construction cost over AU$60 million);

· Government Bidding – cases include Centra Barangaroo Redevelopment and 4 Sydney metro stations;

· Financing – mainly corporate financing and project financing, involve local & overseas banks & institutional lenders and include syndicate / senior / mezzanine / spring / equipment / private banking loans, and property development funds, etc; cases include a recent project financing of AU$500+ million.

· Leasing – cases include multiple rental property portfolio worth AU$1+ billion, with more than 200 commercial / retail / industrial leases.

· Corporate Governance – setup and manage 240 companies and trusts across Australia, China, HK, USA, Singapore, BVI, Cayman and Macau;

· Dispute Resolution – cases include disputes in NSW Land & Environment Court and NSW Supreme Court, and various construction disputes in adjudication and NCAT (NSW Civil & Administrative Tribunal);

· Employment Law – about 300 employees across corporate, construction and hospitality sectors, and across Australia, HK & Singapore;

· Daily legal management – draft, review & negotiation of all legal documents, advising on management's all legal queries, participating in commercial/executive decision making, risk management, due diligence, legal training for internal staffs, assisting in auditing, corporate and regulatory compliance, etc;

AL Capital is Aqualand’s investment arm, it has offices in Sydney, China, HK and Singapore.

www.alcapital.com.au

· Regulated Fund - application and operation of a wholesale AFSL (Australian Financial Services Licence);

· Private Equity and M&A – cases include strategic investments across the sectors of property development, smart city, home automation, artificial intelligence, leading listed property agency, and various start-up businesses. AL Capital manages aggregated self-owned funds of about AU$100 million, plus various external funds.

· Family offices – I look after all legal affairs of their family offices, cases include sponsorship (include NSW Art Gallery and various sport clubs), charity, tax planning, private banking, acquisition/handling of luxurious items (yacht, vehicles, farms, artworks, etc).

Etymon is Aqualand's hospitality arm, operates multiple restaurants, bars and building concierge business.

www.etymon.com.au

· All aspects of hospitality business across multiple venues: from legal entity structuring, development approval, leasing, fit-out, engaging consultants, liquor licensing, employment contracts, procurement, visa and more;

· One example is that I negotiated and executed 96 supply agreements within 3 months before opening of our first venue.

Outside Australia

China:

· M&A - cases include restructuring 30+ companies in property management industry;

· Foreign Direct Investment - cases include FDI in 7 mega size urban villages in Guangzhou city;

· Regulated Funds - cases include setup of a QFLP (Qualified Foreign Limited Partner) at tax-free zone in China and partnering with a state-owned general partner;

· International Trading - cases include setup of a trading company in Shanghai and obtained export licence; negotiated & executed procurement/export contracts;

· HK IPO - cases include setup 4 IPO structures and off-shore entities, and assisted in all outside-China aspects of IPO's tax planning, legal affairs, compliance and requisitions;

· Private Equity - strategic investment in various companies;

· SAFE (State Administration of Foreign Currency) - cases include application and compliance at China's national ministry level and provincial level;

Singapore

· VCC (Variable Capital Company) - setup and operation of a s 13X tax exempted vehicle, then a VCC and its 4 sub-funds;

· MAS Licence - application and operation of a wholesale financial licence;

· Family Office - setup and management of a local family office, and related private banking and investment.

Property Law

· Acted for a 70% investor in a syndicate who bid for Sydney Darling Harbour Redevelopment;

· Acted for acquisition and joint venture of a student accommodation development business, client's investment of about AU$80 million;

· Acted for acquisition of a Sydney CBD office building (which includes about 50 leases and 100 license agreements, acquisition price at AU$100+ million);

· Acted for various small – medium developers for full development circle from acquisition, construction to off-the-plan conveyancing;

Commercial Law

· Buy and sale of business - include abattoir, education institute, night club, bar, restaurant, liquor licence, water licence and biologic licence, etc;

· Various mortgage matters - include senior loans, second mortgage, caveats, personal security, receivable financing, etc;

· Various commercial contracts - include non-circumvention, commission, procurement, JV, M&A, share sale/acquisition, leasing, estate planning and more.

Construction / Commercial Litigation

· Numerous NSW Supreme Court cases involved developer & builder, including contract repudiation, construction defects, appeal of adjudication decisions, etc;

· A Federal Court case and its appeal involved shareholders' dispute, appeal on procedural fairness and enforcement in UK;

· A Federal Court case involved misleading and deceptive trade practice and intellectual property;

· A NSW Supreme Court case involved shareholders’ verbal representation and estoppel in a property development case, amount in dispute was AU$15+ million;

· A ATO (Australian Tax Office) private tax ruling case which involved creative investigation and eventually saved client tax about AU$11 million plus substantial ongoing land tax.

• Commercial law;
• Commercial litigation.

• Commercial law;
• Commercial litigation.

• Legal compliance;
• Regulatory compliance.