SHIM DE ZHEN
Founding Partner
Mr. Shim De Zhen is a founding partner of Messrs S Qin & Partners.
His practice encompasses various aspects of corporate and commercial law. These include corporate structuring, contracts and agreements, financing arrangements, employment management, shareholders and directors relationship governance and disputes, debt recovery, and corporate debt restructuring and insolvency. He is versed in the various stages of dispute resolution, from mediation to appeals at the Court of Appeal.
Qualifications
- LLB (Hons) University of Liverpool, United Kingdom (1st Class)
- Bar of England and Wales, Member of Middle Temple Inn
- Advocate & Solicitor of the High Court of Malaya
- Accredited Mediator of the Malaysian Mediation Centre
- Associate Member of the Insolvency Practitioners Association of Malaysia
Notable Experiences
Corporate and Commercial Transactions
- Advised on the acquisition of the “Original Classic” brand in a transaction valued at approximately RM100 million.
- Advised on the acquisition of a RM21 million factory from a Japanese company.
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Advised on a project participation and revenue-sharing arrangement for private investors contributing funds towards international concert projects, including project costs, ring-fenced project monies, distributions, investor protections, KYC/AML controls and anti-syndication provisions.
- Advised on the proposed sale and acquisition of shares in a renewable-energy company involving staged consideration of up to RM6 million, tariff-related conditions, deferred consideration, security arrangements and default provisions.
- Advised a renewable-energy group on a proposed investment involving the acquisition of a 30% interest in a company, EBITDA-linked consideration, shareholder funding for a proposed listing, reserved matters, information rights, drag-along rights and key-management retention arrangements.
- Advised on the acquisition of a portfolio of solar assets with an aggregate capacity exceeding 3,400 kWp and a purchase price of RM6.8 million, including the transfer or novation of project agreements, licenses, operational records, system warranties, renewable-energy certificates, site-access rights, retention arrangements and related transaction documentation.
- Advised on the structuring of a solar-energy business model for a listed real estate developer involving rooftop leases, tenancy arrangements, tenant power purchase agreements, loan power purchase agreements and project-level SPV arrangements, including the alignment of lease, tenancy, PPA, financing and project-rollout timelines.
- Advised on a 10-year operations and maintenance arrangement for a solar plant in Brunei involving a consortium and a local project participant, including performance standards, performance bonds, payment, liability, termination and allocation of project risks.
- Advised on an exclusive distributorship and collaboration arrangement for a company group involved in LED lighting technology, including territorial exclusivity, reserved business, project registration, sales targets, pricing, payment terms and termination rights.
- Advised on a collaboration involving the manufacture and supply of approved electrical products for TNB projects, including approval ownership, exclusivity, replacement approvals and protection of technical and commercial materials.
- Advised on a joint venture and project transition arrangement involving the acquisition, development and commercialisation of energy-related projects at the TRX development, including project funding, project bank accounts, control of project receipts and transition of business operations.
- Advised an industrial manufacturing company on a nominee shareholding and trust structure involving beneficial ownership, contribution arrangements, governance rights and powers of attorney, together with related licensing, immigration, tax and customs considerations.
- Advised an industrial manufacturing company on a proposed financing and investment arrangement with an investment fund through the issue of redeemable preference shares, including redemption mechanics, corporate approvals, investor protections and restructuring considerations.
- Advised on the restructuring of a software development arrangement for a bespoke customer relationship management and business management system, including project scope, milestone payments, source-code ownership, testing, acceptance, deployment, handover and post-go-live support.
- Advised on a joint venture and investment exercise involving the leasing of land and construction of shrimp-farming facilities by a group specializing in aquaculture.
- Advised an aquaculture group on its existing contracts and group structure in preparation for a potential initial public offering.
- Advised on the preparation and review of charterparty documentation for the engagement of a tugboat.
- Advised on a large-scale solar rooftop installation project for Shell stations nationwide.
- Advised on the structuring of a consortium, land arrangement and legal documentation for the Corporate Green Power Programme under the Energy Commission.
- Advised on the preparation, review and management of contracts, including EPCC projects, for a group of companies involved in solar and LED lighting technology.
- Advised on the acquisition of a biomass plant.
- Advised on the acquisition of constructed swiftlet houses in Sabah and the assignment of contracts relating to the management and sale of bird’s nest products.
- Advised on the acquisition of assets and business operations of branches of a bubble-tea chain.
- Advised on alternative expansion strategies for a hotpot chain transitioning towards franchising requirements in Malaysia.
- Advised on the internal restructuring of a scaffolding company group in preparation for a listing or other corporate exercise.
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Advised on the internal restructuring of a ceiling-fan company to ensure compliance with existing laws and strengthen its contracts with customers and sales representatives.
- Advised on the contract structure and administration for the leasing of information-technology equipment to the Ministry of Education.
Private Equity, Investment and Due Diligence
- Advised a private equity firm on the legal and regulatory aspects of its RM10 million fund structure, investor onboarding and deployment of capital, including deal mechanics, investment documentation, governance arrangements, transaction risks and investor protections.
- Advised a group of companies in the renewable-energy and investment sectors on a private equity investment and subsequent redemption arrangement involving two classes of redeemable convertible preference shares, including investor rights, conversion, redemption, additional issuances, transfers, reserved matters, proposed listing-related funding, default consequences, application of asset-disposal proceeds and repayment obligations involving approximately RM1.9 million.
- Conducted legal and regulatory due diligence on the Malaysian operations of a Labuan-licensed money brokerage business, including its licence, CFD-related activities, client-money controls, reconciliation procedures, cross-border solicitation arrangements and reliance on regulatory exemptions.
Restructuring and Insolvency
- Advised an automotive components group on a proposed preference-share scheme of arrangement, related court applications, shareholder and creditor meetings, restructuring arrangements and connected litigation arising from the acquisition of shares in an automotive parts company.
- Advised a group of companies in the renewable-energy and investment sectors on a private equity investment and subsequent redemption arrangement involving two classes of redeemable convertible preference shares, including investor rights, conversion, redemption, additional issuances, transfers, reserved matters, proposed listing-related funding, default consequences, application of asset-disposal proceeds and repayment obligations involving approximately RM1.9 million.
Corporate and Commercial Dispute Resolution
- Acted for a construction company in a civil action arising from sale-and-purchase agreements for the Kuchai Square project, comprising two blocks of abandoned shop offices.
- Acted for a beauty and aesthetics company in proceedings against a competing beauty business and several individuals arising from a commercial dispute.
Regulatory, Privacy and Financial Services
- Prepared a Malaysian law legal opinion for a Labuan-licensed money brokerage and financial-services business in connection with its CFD and cross-border activities and its proposed use of payment acceptance, processing and settlement services provided by an international payment services group, including active solicitation, passive access, reverse solicitation, client-money arrangements, AML/CFT controls and regulatory communications involving Malaysia, Germany and Spain.
- Advised professional services firms on the preparation and implementation of website privacy notices and data protection policies under the Malaysian Personal Data Protection Act 2010, including website data collection, consent mechanisms, third-party disclosures, retention periods and implementation requirements.
Employment and Human Resource Advisory
- Advised companies operating in the technology, education and services sectors on the preparation, review and implementation of employment contracts, employment policies and disciplinary procedures.
- Advised small and medium-sized enterprises on the preparation of employment handbooks and internal employment-management frameworks.
Practice Areas
- Corporate and Debt Restructuring and Insolvency
- Corporate and Commercial Dispute Resolution
- Corporate & Commercial Transactions and Structuring
Proficient Languages
- English (Fluent)
- Bahasa Malaysia (Fluent)
- Chinese (Spoken)
Contact
Email: shim@sqinlegal.com