[Abstract]

In 2018, our lawyers provided legal due diligence services for a real estate development company to acquire the equity project of another real estate development Co., Ltd. (hereinafter referred to as the "target company"), proposed solutions to key problems found in the process of legal due diligence, and issued legal opinions.

[Key words] special rectification, equity acquisition

[Project information]

The land nature of the target project is industrial land, covering an area of 20000 square meters. Later, the target project was included in the special renovation plan. According to the introduction of the target company, the earthwork, foundation and cushion of the target project have been completed and are currently in a state of shutdown, but the general contractor has not yet left the site. Now the client intends to acquire the target assets by means of equity acquisition, so the lawyer of our firm is entrusted to provide legal due diligence services. On the basis of fully collecting the information of the target company, the lawyer team of our firm has comprehensively sorted out the key legal problems existing in the project by visiting the relevant local government departments and the project site, obtaining and comprehensively analyzing the relevant information about the target company and the target assets, and put forward lawyer's suggestions and solutions for various problems, so as to successfully achieve the expected goal.

[Difficulty or novelty of the project]

The difficulties of this project are as follows:

First, the special rectification process of the target project has not been completed.

After our lawyer went to the local real estate special rectification office to investigate, the "rectification notice in place" issued by the municipal rectification office is one of the preconditions for the subsequent land acquisition and storage. However, the target project has not yet obtained the "rectification notice in place". After obtaining the minutes of the internal meeting of the municipal rectification office and making it clear that the rectification has been completed, the "rectification notice in place" can be issued 》To complete the special rectification.

Second, the land acquisition and storage procedures of the target plot have not been completed.

As mentioned above, obtaining the notice of rectification in place issued by the municipal remediation office is one of the preconditions for subsequent land acquisition and storage. Now the data of the target plot has been submitted. After the Municipal Bureau of land and resources has held a meeting to discuss and passed and obtained the notice of rectification in place, the municipal land and resources center can sign the land acquisition and storage agreement with the project unit to complete the land acquisition and storage procedure.

Third, the planning conditions of the target plot have not been determined.

The planning conditions of the target plot have not yet been determined. The Municipal Planning Bureau can issue the preliminary planning conditions within 5 days after receiving the letter from the municipal land reserve center about the planning conditions of the target plot. However, this is actually an internal official document of the government. The final planning index shall be subject to the planning index specified in the state-owned land transfer notice and the state-owned land use right transfer contract.

Fourth, there is uncertainty in the acquisition of the land use right of the target plot.

At present, there is no clear policy to ensure that the target company or the project company subsequently established by the target company and the client will be able to obtain the target plot after the completion of land acquisition and storage, and the target plot will be sold by public bidding, auction and listing in the future, so it is impossible to ensure that the target company or the project company subsequently established by the target company and the client will obtain the target plot.

Fifth, about the target company's sales of the target project.

The target company has not obtained the relevant permission of the project development and construction sales, and has collected the down payment through cash and third-party accounts. In addition, the number of house buyers is large. If it can not be properly handled, it may have a great impact on the implementation of subsequent projects.

Sixth, about the current situation of the target company's performance of the target project contract.

At present, the construction of earthwork, foundation and cushion in the target project has been completed. However, the target company has collected a total of 2 million yuan of guarantee from the two general contractors, which has not yet been returned. Because the completed quantities of the general contractor have not reached the payment node, the target company has not paid the general contractor, and the general contractor has not yet left the site. It is temporarily impossible to accurately verify whether the earthwork and foundation works selected separately have been paid.

[Lawyer response]

In order to complete the project, the lawyer team of our firm, on the basis of fully collecting the information of the target company, successively visited the competent government departments where the project is located, went to the project site for on-the-spot inspection, and communicated with various parties to understand the policies, development process and evolution of the local special rectification project, and discussed the follow-up treatment of the project. At the same time, several meetings were held with the client to communicate and discuss the project. Firstly, from the perspective of the legal and compliance requirements of the project itself, referring to the legal provisions, the key problems of the project were sorted out and the preliminary treatment plan was determined. Secondly, considering the client's business purpose and the legal problems and risks of the project, the solutions were put forward for the problems that need to be solved, and the project management plan was put forward In order to reduce the client's investment risk to the minimum and ensure the smooth progress of the project, the inherent risk of the client is prompted and the risk control scheme is proposed.

[Achievements and summary of legal services]

As of June 2018, our lawyers and others have completed the on-site due diligence of the project, issued tips on key issues of legal due diligence, legal due diligence report and legal opinion, and successfully achieved the client's business objectives.