Specific plans for legal advisory services

Corporate legal counsel originally refers to those who have passed the unified examination, obtained the "Corporate Legal Counsel Practice Qualification Certificate" and been registered, hired by the enterprise, and engaged in full-time Professionals working on corporate legal affairs.

1. Legal consultation, legal investigation, and provision of legal advice.

Based on past experience, if a company can consult with legal advisors before, during and even after the event on its daily operations, management and business activities, the effect will not only be reflected in the avoidance of legal risks and the reduction of contingent losses, but also And it will be implemented in the work thinking of the company's employees, thereby developing work habits that are very beneficial to the company.

Our legal consulting services in the following aspects will help the company's legal validity and the protection of its rights, as well as help with the recovery of operating losses and legal expenses (such as litigation fees) Reduction: Provide legal advice and provide legal opinions and suggestions on contracts, taxation, business operations, corporate governance, labor and personnel, intellectual property, real estate, investment cooperation, corporate mergers and acquisitions, administrative criminal and litigation, and arbitration; provide legal advice and suggestions for the company in daily operations For legal issues and events involved, organize professional lawyers to conduct legal research and due diligence, and submit the results of the research and investigation in written legal opinions for reference in company decision-making.

2. Establishment and improvement of company rules and regulations

We hope that through the establishment or revision of the following main company rules and regulations, we can help the company avoid operating risks, reduce losses, and expand The company's intangible assets (such as trade secret protection system and intellectual property management system).

Therefore, we will take company law as the core and focus on the legal establishment and improvement of the following matters.

1. Articles of Association

As the company’s constitution, the articles of association are often ignored by investors and company senior managers. The format of articles of association commonly used by companies now does not take into account the particularity of the company, which may prevent the company's senior management from operating in accordance with the articles of association when certain major events occur, leading to company deadlock. For this reason, it is very important to formulate, modify and improve the company's articles of association. Even if it cannot be revised, efforts should be made to make operability corrections as much as possible. For shareholders, board members or company senior managers, the company's articles of association are the main guide for their work. A legal analysis of this can help avoid the risk of ultra vires or infringement.

2. The company’s rules of procedure and work

The rules of procedure and work include shareholders’ rules of procedure, board of directors’ rules of procedure, board of supervisors’ rules of procedure and manager’s work rules, etc. Without rules, there is no circle. The level of execution is the foundation for the survival and development of a modern company. The company may have formulated rules for discussion and work, but formulation is not the purpose. The purpose is to safeguard the best interests of the company through implementation. We suggest that the company implement a follow-up system for the above-mentioned rules by consultant lawyers, implement the procedural laws for company operations, and have the right to make suggestions and report to company supervisors and other senior managers.

3. Contract management system

The contract management system is the company’s basic system for preventing risks. It cannot be simply understood as a contract custody system. Its contents mainly include: contract management The establishment and responsibilities of the organization, management of basic contract information, contract templates, contract signing, contract performance, dispute resolution, supervision, inspection, rewards and punishments. Its main function is to prevent beforehand and control during the incident, and its auxiliary function is to remedy the incident afterwards. The role of this system will be reflected in contract preparation, review and signing, contract performance, dispute resolution and breach of contract remedies.

In accordance with the contract management system, company employees will be required to participate in the use of contract templates, authorization, use of official seals (special seals for contracts), contract review, early warning of contract disputes, handling of contract disputes, contract management statistics and contract supervision. There are rules to follow regarding inspections and other details.

4. Labor management system

The labor management system includes labor management, trade secret protection, non-competition system, etc. See (4) for details

5. Intellectual property and trade secret protection system.

See (5) for details

Including management systems for various types of intellectual property rights and trade secrets in each process.

6. Handling of emergencies.

In recent years, our country’s economy has continued to grow strongly. At the same time, emergencies in various industries in our country have occurred from time to time, which have had a negative impact on the economic development of related companies. Such emergencies include security emergencies in public places, snowstorms that have not happened in a century in southern my country, railway train derailments and collisions, Songhua River pollution incidents, airline return incidents, bank vault thefts, hotel snail incidents, etc. These emergencies include Incidents can cause heavy losses to the company, and even cause the enterprise to suffer a devastating blow. For company decision-makers, when an emergency occurs, how to successfully deal with and respond to the media will become a good opportunity to enhance the company's core competitiveness, help increase the outside world's understanding of the company, reduce the company's operating costs, and expand the market share.

Therefore, the company must make reasonable arrangements for certain events that may have a significant impact on the company and handle emergencies. Based on recent examples and our own research and discussion, we believe that consulting lawyers can play a variety of roles in emergencies. Based on the "Emergency Response Law", we focus on analyzing and pre-studying the public relations and early warning mechanisms for corporate emergencies. System and integration of emergency plans, news handling of emergencies, media reporting, active response to media crises, and how to reduce legal liability.

3. Review, negotiation and template formulation of contracts, agreements and other legal documents

1. Contract review

Contracts, agreements and other legal documents before signing Reviews can help avoid legal risks, protect one's own rights and interests, and train front-line employees in practice; even post-signing reviews can help to comply with the contract and control the risk of the other party's breach of contract. We will conduct a comprehensive review of the form and content of the contract based on the company's business needs and from a legal perspective, striving to maximize the company's interests and minimize risks.

2. Company Negotiation

When it comes to major contract negotiations and brand investment, our team of lawyers will provide legal services simultaneously with the company, and will negotiate the legal effects and legal effects of the expressions of intention of both parties. Risks are reported to the company in a timely manner and work on-site so that the company can make favorable decisions.

3. Company legal document template

Contracts, agreements, power of attorney, delivery notes, acceptance notes and other legal documents are important written basis for property rights and contract performance, and will also be the basis for future The basis for obtaining legal relief. The preparation of any legal document does not exclude it from being used as evidence to prove rights and obligations in possible subsequent litigation or arbitration. The establishment of relevant templates can reduce the hesitation and pressure of front-line staff at the moment of battle, and is also beneficial to the company's business risk control. We hope that our years of accumulated legal advisory services and judicial practice experience will be helpful and useful to the company. We will work with the company to design and follow up the template construction of relevant documents based on the company's business nature and process characteristics, and strive to standardize related legal risks. In addition, in view of the complexity and flexibility of commercial activities, we generally recommend different clauses that can be quoted when formulating templates, and provide relevant legal training to front-line contract signing or performance staff so that they can use relevant templates flexibly

IV. Labor and personnel, trade secret protection and non-competition restrictions

1. Labor and personnel

The competition of a company is ultimately the competition of talents. How to attract talents and retain them? Recruiting and cultivating talents is the key to a company's long-term prosperity. Comparing companies in Europe, Japan and my country, it is not difficult to find that most companies in my country still follow the same trends in talent cultivation concepts and systems. Straightening out labor and personnel relations not only protects workers, but also develops and strengthens the company. We will focus on the company's formulation and application of labor contract templates, form an institutionalized working mechanism + consultant lawyer follow-up, and at the same time improve the company's rules and regulations, and publicize the legal effect of the employee handbook to employees. Improve the evidence retention system for employee disciplinary violations and improve employee resignation and dismissal procedures to actively respond to possible labor arbitrations and lawsuits.

2. Protection of trade secrets

Trade secrets refer to information that is not known to the public, can bring economic benefits to the right holder, is practical and has been kept secret by the right holder. Technical information and operational information. The most important things for a company are management methods, production and marketing strategies, customer lists, supply information and other business information. Trade secrets are related to the company's competitiveness and are crucial to the company's development. They are also the company's most profitable weapon. We will focus on how to make the company's valuable information a trade secret and protected by law, how to make the company's customer list a protected object of trade secrets, and establish and improve the company's trade secret protection system (such as signing non-compete agreements, labor contracts, Confidentiality clauses or confidentiality agreement systems), and provide employees with training on civil, administrative and criminal responsibilities arising from infringement of trade secrets from time to time.

3. Non-competition restrictions

In order to protect the company’s interests from the source, we will impose restrictions on employees who are responsible for keeping the company’s business secrets in the labor contract and ownership of intellectual property rights. Non-compete clauses should be clearly stipulated in the agreement or technical confidentiality agreement, non-competition compensation should be reasonably designed, and employees should be notified when they leave. (5) Intellectual property rights

Intangible assets are important capital of a company, which inevitably involves legal mechanisms on how to protect and maximize the value of the company’s intellectual property rights. Our intention is to comprehensively review the current status of the company's intellectual property rights and focus on establishing a protection system for the company's intellectual property rights.

Establish and improve the trademark application and registration mechanism, establish and improve the trademark infringement prevention and relief mechanism, and have the industrial and commercial and judicial departments to cultivate smooth communication channels for the administrative and judicial protection of the company's trademark rights; Make the company's relevant documents subject to copyright law and effectively protect the copyright of the company's product promotional materials through legal procedures; report to the company in advance an analysis of the possibility of patent imitation involved in its patented products, and propose countermeasures to facilitate the administration and justice of patents Be prepared for any dangers in the protection process; at the same time, in the information age, the development and rights protection of company domain names and the relief and protection of infringed domain names are also the focus of our work.

5. Dispute Handling and Judicial Remedy

During the operation process, the company’s disputes are prominent in two aspects. First, internal disputes, including between shareholders, shareholders and Disputes between companies, between the company and its operators, senior managers, between parent and subsidiary companies, and between the company and franchise stores are mainly resolved by our establishment and improvement of the company's rules and regulations. The second is external disputes, including but not limited to disputes between the company and consumers, partners, suppliers, and the media, as well as disputes arising from the company's administrative enforcement such as taxation. In this regard, we will take care of both aspects, namely establishing and improving the company's contract operation and evidence preservation mechanisms, and using mature wisdom to resolve the above disputes to safeguard the company's interests. (7) Employee legal training and provision of legal information

If you don’t peck at the jade, it will become useless. If people don’t learn, they don’t know. The education and training of company employees' legal knowledge is an integral part of our daily work after entering the company. Comprehensive education and training for company plaintiffs on trade secret protection, contract signing, contract performance precautions, emergency legal response training, employee legal liability training, and dynamic provision of industry legal information that the company particularly needs.

6. Legal risk prevention business

Legal risk is the biggest risk for enterprises in the 21st century. Legal risks are like a scourge to companies and their managers. They have little or no understanding of legal risks, and do not know the necessary skills to avoid or how to avoid legal risks. Unfortunately, they may run into the hidden rocks of legal risks. In the business process of enterprises pursuing the maximization of their own interests, risks follow them closely. Successful operators must not only obtain profits, but also avoid various risks. For enterprises, legal risks are undoubtedly the biggest risk and often the most important. Fatal risk.

The significance of legal risk prevention is self-evident. Unlike other risks such as natural risks and commercial risks, legal risks are controllable and preventable.

We will focus on helping the company evaluate, identify, control, monitor and resolve legal risks, establish a complete company legal risk prevention mechanism, and continuously improve and perfect the actual problems discovered and fed back during the monitoring process, and gradually Optimize the legal risk prevention system settings and operating procedures to provide a more complete legal environment for the company's production and operations.

7. Legal advisory service methods and working principles

1. We recommend that the company adopt a model that combines consulting lawyers with fixed working methods and irregular working methods.

Consulting lawyers go to the company’s workplace at least one day a week to provide the company with timely legal services. Outside of fixed dates, if matters arise that require a consultant lawyer to handle, the company can notify the consultant lawyer to come to the company to handle the matter at any time; if the consultant lawyer cannot come to the company for some reason, the consultant lawyer can temporarily assign other lawyers to handle it on his behalf.

2. Working Principles

(1) In a timely manner, the legal counsel will diligently and timely provide relevant legal consultation, text production, document review and other legal services according to the company’s requirements; in the event of an emergency, Provide immediate legal support and assistance in the event of an incident.

(2) Priority, legal consultant lawyers will give priority to the legal affairs of the perennial legal consultant unit as soon as possible.

(3) Discounts. If it involves special legal services, litigation and arbitration and other special legal matters that require additional fees outside the scope of legal consultant work, we will provide preferential quotations.

(4) Professional, legal consultant lawyers not only provide opinions and suggestions based on past practical experience, but also provide opinions and suggestions on each legal matter based on exhaustive legal investigations and case studies.

8. Legal advisory fees

According to the specific circumstances of each company, the company can choose to apply:

(1) In the form of a one-time lump sum fee, the first time After the total legal consultant fees for the first year of hiring are negotiated and determined based on the company's size and legal service workload, no other fees will be charged.

(2) It adopts the form of charging long-term legal advisory fees + case processing fees. The first-year legal advisory fee for the first hire is charged according to the company size and legal service workload, except for major litigation, arbitration cases and non-litigation cases. Except for the reduced legal advisory fees, other legal matters will not be charged.

(3) It takes the form of signing fee + case processing fee. The annual basic legal consultant fee for the first hire is generally 50,000 yuan, and the fee for specific cases is halved. ;