王伟国先生创业投资的迅达仓储有限公司，在聘请张民元律师担任法律顾问的时候，还只能算是一个小微企业，经过几十年的打拼，王伟国先生将迅达仓储公司从一家只有十几辆车的小微企业发展成为拥有几百辆车、占地四十多亩的小型物流企业，在宁波的物流行业中处于龙头地位。在多次与张民元律师聊天的过程中，王伟国先生一直觉得宁波的物流企业之所以做不大，主要原因是缺少自身的知识产权和优秀的管理经验，王伟国总经理萌生了想与外国先进的企业合资的意向，但在当时普遍“宁为鸡头，不做凤尾”思潮的控制下，王伟国总经理顾虑重重，一直未能迈开脚步。

2002年，王伟国总经理抱着边谈边看的态度，委托张民元律师与世界五百强企业丹麦MAESK物流公司的代表开始合资谈判，谈判的过程是艰难的，合资双方的股权如何设置，这首先就是一个难题，外方股权比例过大，王伟国总经理担心会失去企业的控制地位，而外方的投资比例过小，对于一家全球收购的世界五百强企业来说，可能根本没有兴趣。外方来收购中方企业，中方的资产如何作价，看得见摸得着的固定资产和车辆等有形资产，都可以委托第三方评估机构来评估作价，但对于一家多年打拼的企业在市场上形成的商业信誉和市场渠道这些无形的资产如何作价，这便成为谈判中非常艰难的课题。特别是对于外国收购方来说，他们是很难理解中国的企业经营者在企业经营中需要依赖人脉关系，外商能够认可的无形资产是专利、商标、著作权等有权利证明的知识产权，而对于中国企业经营者所珍惜的商业信誉、市场渠道、人脉关系都不在谈判的考虑之列。所以整个谈判过程是艰难的，从2002年开始谈判一直断断续续谈到2005年龙星物流公司注册成立，可以说是历经艰辛。

龙星物流公司注册成立之后，在宁波北仑港区征地200亩，投资总额1140万美元，成为浙江物流行业的NO.1，合资成功之后，王伟国总经理握住张民元律师的手说：“我让你成为我企业终身的法律顾问！”。

To provide professional legal consultancy services for Chinese entrepreneurs, and introduce foreign capital to form joint ventures

Xun Da Warehouse Co., Ltd. is invested by Mr. Wang Weiguo for starting a business. When Lawyer Zhang was hired as the legal adviser, it was just a small and micro company. After decades of struggling, Xun Da Warehouse has become a small logistics enterprise with hundreds of cars covering an area of more than forty acres, which has placed in a leading position of logistics industry in Ningbo. In the process of multiple chats with Lawyer Zhang, Mr. Wang always held the view that the reason why logistics enterprises in Ningbo develop slowly was because they lacked their own intellectual property rights and excellent management experience. Thus, Mr. Wang came up an intention to found a joint venture with foreign advanced enterprises. However, at that time, under the control of the general trend of thought that “better be the head of an ass than the tail of a phoenix”, Mr. Wang was full of worries and did not take a step.

In 2002, the general manager Mr. Wang held the attitude of trying over the time, entrusting Lawyer Zhang to negotiate with the representatives of Denmark MAESK which is one of the world top 500 enterprises about joint venture. The process of negotiation was tough, how to set up parties’ equity in the joint venture was the first challenge. If the equity ratio of foreign party was too large, Mr. Wang would fear of losing the control of the enterprise. On the contrary, if the investment proportion of foreign party was too small, for a world-top-500 enterprise that acquires companies around the world, it may have no interests. When a foreign enterprise acquires a Chinese enterprise, how to evaluate Chinese enterprise’s assets became a very difficult topic during the negotiation. Tangible assets like fixed assets, vehicles and so on can be assessed by entrusting an appraisal institution as the third party. Nevertheless, for an enterprise that has struggled for many years, it is difficult to evaluate those intangible assets such as the business reputation formed in the market and market channels. Especially for foreign acquirers, it is also difficult for them to understand the fact that relationship is indispensable during business operation in China. They regard the intellectual property rights that have certificate of rights like patent, trademark, copyright as intangible assets, regardless of business reputation, market channel and relationship while Chinese business operators cherished. Therefore, the whole negotiation process was difficult. Since 2002, the negotiation had been intermittent until 2005 when Blue Dragon Logistics Co., Ltd. was established, which was full of hardship.

Since the incorporation of Blue Dragon Logistics Co., Ltd. land acquisition has been 200 mu in Beilun Port District, Ningbo; the total investment has been $11.4 million, it has become the No.1 of logistics industry in Zhejiang Province. After the success of the joint venture, the general manager Mr. Wang held the hands of Lawyer Zhang, saying that “I will make you become the lifelong legal adviser for my enterprise!”