Chen Hui, a lawyer of Guangdong Zhiheng Law Firm, has long focused on corporate equity, corporate governance and capital market legal services. With a complex background in business management, lawyer practice and listed company governance, he was a director and deputy general manager of Guangdong Fotao Group Co., Ltd., and is now an independent director of Taisheng Wind Energy and Tiandeyu. The main areas of practice include equity structure, corporate control, equity incentives, partnership mechanism, articles of association and shareholder agreements, equity investment and financing, mergers and acquisitions, corporate listing and shareholder dispute resolution. Long-term service to private enterprises, start-ups, growth enterprises and founding shareholders, focusing on solving equity issues from the perspective of business operations and long-term governance. He is the author of "Excellent Partners-Equity Design and Incentives" and "A Book to Understand the Partner Mechanism", and continues to carry out professional research and practice in the fields of corporate equity, corporate governance and capital markets.

2015-12-22 - 2026-07-29 Practiced in Beijing Yingke (Shenzhen) Law Firm, served as the president of Yingke Equity Research Institute and the director of Yingke National Company Legal Professional Committee

Member of Company Law Professional Committee of Shenzhen Lawyers Association;

Guangdong Province, the first assessment of the company law professional lawyers;

Member of the first lawyer expert database of the Rule of Law Daily;

Tutor, Law School, South China Normal University;

Practice Tutor, Law School of Shenzhen University;

Independent Director of Shanghai Taisheng Wind Energy Equipment Co., Ltd;

Independent Director of Shenzhen Tiandeyu Technology Co., Ltd;

Arbitrator of the North Sea Court of International Arbitration;

Arbitrator of Qingdao Arbitration Commission;

Arbitrator of Zibo Arbitration Commission;

Arbitrator of Shaoguan Arbitration Commission

2018 Outstanding Communist Party Member of Guangdong Lawyer Industry

2019 Excellent Lawyers Serving Private Enterprises

In 2024, the main creator of "moving shares, digital intelligent one-stop equity incentive legal products" won the Excellence Award of the 4th Shenzhen Lawyers Business Innovation Competition.

Corporate Equity Structure Design (1 Example)

01 How to upgrade the ownership structure synchronously from multiple business companies to group operation? A testing and certification enterprise is transformed from multiple business entities to group operation, and it is difficult to deal with different business stages and personnel contributions in the same way. The Chen Hui lawyer team of the firm designed the shareholding platform, virtual equity, business partners and business division dividends, and connected performance and exit rules to reserve institutional space for multi-business collaboration and subsequent group governance.

Corporate Control Design (1 Case)

02 Listed companies are in a control deadlock, how to repair governance through equity restructuring? A listed company has caused voting rights disputes, blocked board operation and regulatory risks due to shareholder conflicts. Chen Hui's lawyer team has included share transfer, voting rights entrustment, performance guarantee, re-election of board of directors and supervisors and management acceptance into conditional arrangements, transforming shareholder conflicts into an executable control right adjustment path, so that equity transactions and governance repair can be promoted simultaneously, and listed companies have successfully taken off their caps and entered the right track.

Equity Incentive Design (4 Cases)

03 Resources, channels and job contributions vary, how do stone companies stratify incentives? The contribution methods of resource parties, design promotion, sales and engineering personnel of a stone enterprise are obviously different, and direct average shares are difficult to sustain. Chen Hui's lawyer team allocates shareholding platforms, project companies, excess returns and virtual equity according to business partners, internal employees and external partners, and sets targets, performance and exit rules to form an incentive closed loop from contribution identification to income exit.

200.00g affiliates are run by the same team, how can equity incentives balance new and old employees? A ceramic building materials enterprise needs to deal with the relationship between the old and new platforms, the historical contribution of old employees, the cultivation of new employees, the ability to contribute capital and the control right at the same time. Chen Hui's lawyer team designs a partnership platform for qualified old employees to hold shares indirectly, allocates virtual shares and dividend rights for other personnel, and simultaneously sets performance, lock-in and exit conditions to form a long-term incentive mechanism that can be implemented hierarchically.

05 How can overseas Chinese enterprises motivate core employees without changing registration control? A Southeast Asian communication enterprise hopes to stabilize the core teams at home and abroad and expand new markets, but the direct grant of registered equity may affect the control right. Chen Hui's lawyer team adopts virtual equity and dividend right to establish rules for partner selection, performance appraisal, deferred dividend, market development and exit, and connects employee income with performance and continuous service without changing the registered equity structure.

06 Medical groups have more incentive targets, how to avoid "giving shares but increasing the burden of governance"? A private medical group has a wide range of original incentive objects and insufficient basis for selection and quota. Continuing to increase industrial and commercial shareholders may increase governance costs. Chen Hui's lawyer team has carried out system design from core post identification, candidate scoring, shareholding platform, performance, locking and unlocking, and repurchase and withdrawal, transforming share distribution into a core talent mechanism that can be screened, assessed and withdrawn. The group has already applied for listing in Hong Kong stocks.

Partner mechanism design (4 cases)

07 The project cycle is long and the cost is difficult to control. How can employees and investment be linked to the project profit? It is difficult for a construction engineering enterprise to make project personnel pay attention to profits, costs and progress only by salary and bonus, and the direct branch equity is not suitable for project-based operation. Chen Hui's lawyer team designs the mechanism of business partner follow-up, cost control, capital pool and incentive bonus, and links the project profit, performance and exit rules to form a responsibility and income system adapted to the characteristics of the project.

08 From employee motivation to internal entrepreneurship, how does the education group establish a three-tier partnership mechanism? A Hong Kong-listed education group hopes to promote employees to participate in product innovation and project entrepreneurship, but the maturity and risks of different projects are quite different. Chen Hui's lawyer team designs a hierarchical mechanism according to venture managers, venture partners and venture founders to gradually upgrade the project from micro-innovation and the virtual rights and interests of the division to corporate incubation, with supporting review, investment, distribution and exit rules to establish a pilot and upgradeable internal venture path.

09 Why can't manufacturing enterprises directly share the introduction of technical and business talents? An equipment manufacturing enterprise needs stable technical, management and business talents, but direct share sharing involves control rights, personnel selection and resignation and withdrawal. Chen Hui's lawyer team designs independent accounting, cooperative operation project company, shareholding platform and virtual dividend of the division respectively, and connects salary, performance, career channel and withdrawal arrangement to establish an adjustable cooperation framework for talent introduction and business incubation.

10 New business requires core staff to share risks. How to design the project and investment mechanism? When an intelligent equipment enterprise expands its new business, it needs to specify the participants, capital contribution, profit caliber, dividend and resignation and withdrawal. Chen Hui's lawyer team distinguishs the overall virtual rights and interests of the branch and the project follow-up investment of the division, and forms rules around the investment ratio, post contribution, project profit, performance, locking and withdrawal, so that core personnel can participate in the new business income without directly changing the ownership structure of the company.

Mergers and acquisitions (1 case)

11 Equity consideration is zero, why could it still be a complex new energy acquisition? A state-owned clean energy enterprise plans to acquire a project company under construction. Behind the zero-yuan equity consideration, there are still construction indicators, land, grid connection, engineering, financing and historical debt risks. Chen Hui's lawyer team has incorporated project compliance, equity acquisition, EPC and financial leasing into a unified framework, and has set up preconditions, responsibility cutting and takeover lists to complete equity transfer and operation control simultaneously.

Enterprise growth and listing cultivation (2 cases)

12 The equity plan is not over after delivery: why do growing companies need continuous governance to accompany them? A testing and certification enterprise has developed from a number of business companies to a group operation. The business stage, personnel and interest relationship continue to change, and the one-time incentive scheme is difficult to apply for a long time. Since 2018, the Chen Hui lawyer team of the firm has continuously allocated the shareholding platform, virtual rights and interests, project investment and dividend mechanism, and dynamically maintained the entry and exit rules to reserve the governance interface for enterprise expansion and group collaboration.

13 medical device enterprises to expand the post-natal regeneration, how to take the first step to market norms? After the new base of a medical device enterprise is put into production, it is ready to study the capitalization path, but the historical equity, assets, finance, intellectual property rights, industry compliance and related transactions still need systematic verification. Chen Hui's lawyer team makes a feasibility diagnosis of listing, and then establishes a problem ledger, phased rectification and annual resumption mechanism to help the enterprise judge the path, rectification cost and sequence, and establish a basis for subsequent intermediary verification.

Shareholder Dispute Resolution (1 case)

700.00g shareholders long-term conflict, the company stopped production, small shareholders can request judicial dissolution? Although a tea enterprise has more assets, due to the long-term conflict between the two shareholders, the shareholders' meeting failed, the actual control was chaotic and the production was suspended. The Chen Hui lawyer team of the firm failed to fix the evidence around the deadlock, continuous conflict and other solutions of the company and filed a dissolution lawsuit. The court ruled to dissolve in the first instance and upheld the original judgment in the second instance. The company entered the liquidation procedure and the minority shareholders safeguarded their rights and interests according to law.