Esther Zhang Partner
Finance, Taxation &Customs | Dispute Resolution PE/VC, M&A
+86 21 5253 3505 guohao.zhang@meritsandtree.com Shanghai

Attorney Esther Zhang is a partner at Merits & Tree Law Offices. She holds the PRC Lawyer Qualification, the Certified Tax Agent (CTA) Qualification, and the Intermediate Professional Title for Lawyers. Prior to joining Merits & Tree, he worked for many years in Shanghai's fiscal and taxation authorities and subsequently served as a partner at multiple law firms.

 

Attorney Esther Zhang possesses extensive experience in finance & taxation, customs, dispute resolution, and investment and M&A. She is adept at crisis management, facilitating government-enterprise communication, tax compliance and planning, litigation and arbitration relating to corporate affairs and international trade, handling complex enforcement cases, structuring and compliance of international trade and e-commerce business models, and equity structure design and optimization. Her practice spans domestic and foreign trade, e-commerce and cross-border e-commerce, modern service industries, fintech and payment and settlement. She has provided and continues to provide legal services to numerous companies including VCREDIT Holdings Limited (HK2003), Youon Technology Co., Ltd., DHC, Autoliv, Dark Horse Technology Group Co., Ltd., C&C Joint Printing Co., Ltd., TAL Education Group, Bioderma, Bright Food (Group) Co., Ltd., and Capital Airports Holding Company, etc.

Achievements
Retainer Legal Counsel Services
  • Provided annual legal advisory and tax compliance services to VCREDIT Holdings Limited (HK2003)
  • Provided legal and tax advisory services to Dark Horse Technology Group Co., Ltd.
  • Provided retainer legal services and tax compliance services to DHC
  • Provided annual legal advisory services to C&C Joint Printing Co., Ltd. and its affiliated companies
  • Provided retainer legal services to Xinyulou Department Store Group Co., Ltd.
  • Provided retainer legal services and tax compliance services to Shanghai Daiqian Information Technology Co., Ltd. and its affiliated companies
  • Provided retainer legal services to PyWave Network Technology Limited and its affiliated companies
  • Provided retainer legal services to Ideal Leader International LLC
  • Provided retainer legal services to Shanghai Haizhixing Import & Export Trading Co., Ltd.
  • Provided retainer legal services to Yijia Food Co., Ltd. and its affiliated companies
Tax
  • Provided comprehensive tax and legal support and assisted in tax authority-enterprise communication for a multinational corporation subject to tax audit
  • Provided legal services for a domestic listed company's shareholding platform involved in an RMB 800 million individual income tax audit, successfully securing a decision not to levy additional tax
  • Provided comprehensive business model structuring and compliance adjustment services covering tax, customs, fund payment and logistics for multiple international trade and cross-border e-commerce enterprises
  • Provided special tax compliance legal opinions for an overseas listed company
  • Provided compliance and planning services for cross-border royalty payments for multiple multinational corporations
  • Provided transfer pricing risk analysis and re-export trade model compliance analysis services for a multinational corporation in the cosmetics industry
  • Provided legal services for HS code classification of core products and coordination with customs reviews for multiple multinational and domestic corporations
  • Provided tax advisory opinions and compliance and optimization recommendations for equity structure establishment and adjustment, and equity transfers for multiple companies
  • Provided tax and customs compliance services for a multinational corporation exporting self-used equipment to affiliated enterprises
  • Provided comprehensive tax services for Lianyungang Dead Sea Bromine Co., Ltd. in connection with land and factory building transfers
Dispute Resolution
  • Represented Mr. Wang in a shareholder's liability for damages to corporate creditors lawsuit brought by GEOX exceeding RMB 90 million, securing a favorable judgment
  • Served as defense counsel in the criminal case where Mr. Zhang, Ms. Wang and others were suspected of fundraising fraud exceeding RMB 20 billion
  • Represented Shanghai Jishan Investment Management Co., Ltd. in a series of equity repurchase disputes with Zhongyun Futong Holding Group Co., Ltd. and others, as well as contract disputes with investors
  • Represented IDEAL LEADER INTERNATIONAL SRL in a series of cases including international goods sales contract disputes with Daisun Food (Shanghai) Co., Ltd. and Henan Aobifu Import & Export Trading Co., Ltd. and applicant objection lawsuits, significantly reducing the client's actual losses
  • Represented Shanghai Haizhixing Import & Export Trading Co., Ltd. in a series of shareholder liability for damages to creditors disputes with Mr. Xu, Ms. Lian and others, successfully overturning multiple audit and appraisal reports submitted by the defendants and securing full joint and several liability against the ultimate beneficial owner despite multiple transfers of the debtor company's equity
  • Represented Shanghai Shifang Ecological Landscape Co., Ltd. in a construction contract dispute with Haitian Construction Group Co., Ltd. The defendant asserted that the statute of limitations had expired. Lacking other supporting evidence, the attorney demonstrated the identity of the communication party with the plaintiff in court through an on-site Alipay payment process demonstration, ultimately securing a favorable judgment
  • Represented C&C Joint Printing Co., Ltd. in a processing and contracting dispute with Shanghai Hongyi Yudong Advertising Co., Ltd. and in the application for bankruptcy and liquidation of Shanghai Hongyi Yudong Advertising Co., Ltd.
  • Represented Shanghai Diefeng Horticulture Engineering Co., Ltd. in a series of equity disputes with Ms. Tang and Mr. Guan, and in a land contract management rights transfer contract dispute. When both the opposing party and the judge questioned the authenticity of the evidence provided by Diefeng, the attorney successfully proved the authenticity of the contract through reverse calculation of the stamp duty amount attached to the contract, securing the court's recognition
  • Represented Shanghai Friendship Food Special Supply Co., Ltd., a subsidiary of Bright Food (Group) Co., Ltd., in shareholder liability for damages to creditors disputes with Mr. Zheng, Mr. Zhang, etc.
  • Represented Mr. Gong and Liancheng Fire Protection Group Co., Ltd. in the cross-province enforcement of a private lending dispute with Mr. Zhou. After the case had been stalled for several years and the court refused to re-file it, the attorney ultimately enabled the client to successfully recover the entire claim
Investment, Financing and M&A
  • Represented Shanghai Daiqian Information Technology Co., Ltd. in its RMB 60 million Pre-A round financing from Gaorong Capital and Tiantu Capital
  • Provided legal and tax support for Sichuan Wanbang Shenghui New Energy Technology Co., Ltd.'s cross-border acquisition and merger project exceeding RMB 800 million
  • Represented Shanghai Aopai Data Technology Co., Ltd. in the acquisition of equity in Growth Cycle Limited
  • Provided legal and tax support for VCREDIT Investment (Hainan) Co., Ltd. on multiple RBF projects
  • Represented VCREDIT Holdings Limited (HK2003) in the acquisition of equity in Fujian Yile
  • Assisted PyWave Network Technology Limited in structuring and establishing a cross-border VIE architecture and drafting investment agreements for all parties
  • Provided legal services for Shenzhen Yongshengyuntong International Freight Forwarding Co., Ltd. and Hichain Logistics Co., Ltd.'s proposed logistics joint venture project
  • Provided legal services for multiple foreign natural persons in establishing domestic entity companies and subsequent company operations
  • Provided legal services for VCREDIT Investment (Hainan) Co., Ltd. in the acquisition of the Dongfadao project
  • Provided legal services for Shanghai Daiqian Information Technology Co., Ltd. in its investment in Shanghai Yunshuhe Information Technology Development Co., Ltd.
Social Positions

Committee Member, Shanghai Bar Association Tax and Customs Committee

Education

LL.B., Fudan University

Admissions
  • PRC Lawyer Qualification
  • Certified Tax Agent (CTA) Qualification
  • Intermediate Professional Title for Lawyers
Language
Chinese  English

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