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首单‘小额快速’-并购重组完成-First-‘low-value-express’-M&A,-restructuring-deal-finished

First ‘low-value express’ M&A, restructuring deal finished

According to lawyers involved in the first “low-value express” M&A and restructuring deal, the mechanism does not mean loosened regulation of such deals. The proposed deal of Beijing TRS Information Technology to acquire Keyun Big...
曹一然-CAO-YIRAN-国枫律师事务所合伙人-Partner-Grandway-Law-Offices-1

Anti-monopoly requirements for M&A, reorganizations of listcos (II)

By Cao Yiran and Zhang Yu, Grandway Law Offices
A review of recent feedback of the China Securities Regulatory Commission finds that the regulator focuses on two aspects related to anti-monopoly issues: (1) whether the deal complies with the provisions of Article 11...

Anti-monopoly requirements for M&A, reorganizations of listcos (I)

By Cao Yiran, Zhang Yu, Grandway Law Offices
According to the provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies (2016 Revision), a listco implementing major asset restructuring shall fully explain and disclose that...

Real estate financing under financial regulation and real estate control

By Wang Jihong, Tang Hongwei, Zhong Lun Law Firm
Various regulators have implemented the most stringent financial regulatory policies in recent years to prevent systemic financial risks. Controls in the real-estate market are also escalating gradually. The RE industry involves the most numerous...
吴家寅-Wu-Jiayin-邦信阳中建中汇律师事务所合伙人-Partner-Boss-&-Young

Impact and prospects of detailed new asset-management rules

By Wu Jiayin, Li Sixian, Boss & Young
The People’s Bank of China, the China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission and the State Administration of Foreign Exchange jointly issued on 27 April 2018 the Guiding Opinions on...
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Models for foreign listing of domestic enterprises, regulation of outbound funds

By Willow Wei, Dentons
With the increasingly stricter legal regulations on A-share initial public offerings of domestic enterprises in China, the new policies put out for “new economy companies”, “biotech and pharmaceutical enterprises” and “weighted voting rights” by...

New regulations boost vitality of operation of state-owned capital

By Lu Xili, Fan Minzhi, Boss & Young
It is widely known, unless exempted by laws and regulations, that when a domestic incorporated company embarks on an initial public offering of shares for a listing, its state-owned shareholders are required to transfer...

New opportunities for Chinese enterprises to list D-shares in Europe

By Qu Feng, Dentons
It has always been uncommon for wholly Chinese owned enterprises to choose and seek a foreign listing in Germany. Germany is the economic and manufacturing heart of Europe and since the United Kingdom’s declaration...
网络安全 数据保护 律师 外商独资私募证券投资基金管理人

Testing the defences

There are several key cybersecurity requirements that WFOE PFMS would do well to pay close attention to, writes Yang Xun Until May 2018, 11 wholly foreign-owned private fund management companies (WFOE PFMs) had registered with...
chinese-foreign-investment-lawyers-and-law-firms

Speeding up foreign investment in financial sectors

Following the announcement on 11 April 2018 by Yi Gang, the new governor of the People’s Bank of China (PBOC), regarding a more definite timetable to further open up China’s financial sectors, Chinese financial...
PEVC-investment-in-China

Guided growth

Private funds are being subjected to more stringent regulation, but policy revisions are also providing more investment opportunities. Frankie Wang reports Just as new rules around private equity and venture capital (PE/VC) investment appear to...

Compliance risks of private funds under new asset management rules

By Ma Chenguang and Wang Xi, Co-effort Law Firm
On 27 April 2018, the People’s Bank of China, the China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission (CSRC) and the State Administration of Foreign Exchange jointly issued the Guiding Opinions...

Opportunities and challenges of real estate securitization

By Jia Yong and Ma Huijun, Zhong Lun Law Firm
Securitization is the process whereby an originator structures and issues securities with illiquid assets that can generate steady cash flow as underlying assets. It is a type of structured financing backed by credit of...

The boundary of due diligence in mergers & acquisitions

By Zhao Renying and Zhang Xiaoyang, East & Concord Partners
Legal due diligence is an indispensable link for enterprises in the implementation of mergers and acquisitions (M&A). An effective due diligence report should make conclusive opinions based on a full investigation of the facts...
中国资本市场律师

Capital makes port

China is injecting new energy and vitality into its capital market with groundbreaking reforms. Richard Li reports on recent key measures China’s capital markets have witnessed a number of major reform measures since the beginning...

New asset management rules and ‘three types of shareholders’

By Jason Xia, Wintell & Co
Three types of shareholders” usually refers to shareholders involved in asset management products such as contractual-type private funds, asset management plans, and trust plans. According to the basic requirements of the securities law, company...
石磊-RAYMOND-SHI-天元律师事务所合伙人-Partner-Tian-Yuan-Law-Firm

Focus on CSRC’s new CDR opinion paper

By Raymond Shi, Tian Yuan Law Firm
The Several Opinions on Launching the Pilot Programme of Shares or Depository Receipts by Innovative Enterprises (the opinion paper) by the China Securities Regulatory Commission (CSRC) induces a series of analyses and reviews of its...
Jiang Fengtao Hengdu Law Firm

Ice broken on IPOs involving ‘three-type shareholders’

By Jiang Fengtao and Ruan Lanquan, Hengdu Law Firm
The term “three-type shareholder” means corporate shareholders in the form of contractual type funds, asset management plans and trust plans. In IPO reviews, because some of such shareholders conceal such issues as multi-level nesting,...
asset securitization

Runny money

Need some liquidity? Asset securitization has taken off in a big way in China, but those looking for fluid outcomes should first be thoroughly familiar with this mode of financing, writes Richard Li  The asset...
江锋涛 JIANG FENGTAO 恒都律师事务所创始合伙人 Founding Partner Hengdu Law Firm

Securitization of PE fund shares: demands and obstacles

By Jiang Fengtao and Yuan Shuyang, Hengdu Law Firm
Securitization is a financing approach by which an issuer creates tradable securities supported by specific asset portfolio or cash flow. While traditional securities are backed by issuers, securitization schemes are backed by pools of...
Deals-of-the-Year-2017-–-China

Deals of the Year 2017

ina’s economy faced tough challenges but still saw strong performance. In 2017, China Business Law Journal’s editorial team selected outstanding deals and cases supported by remarkable legal efforts Our winning deals have, as in previous...

CSRC review: visible and invisible red lines

By Zhang Ne, Co-effort Law Firm
China Securities Regulatory Commission (CSRC) has sped up the pace of IPO review remarkably since the beginning of 2017. As of 31 August 2017, 352 IPO applicants have undergone CSRC’s review procedures, of which...
Leslie Zhang Weihua; You Yong; Michelle Hung.

Navigating abroad

Three experienced corporate counsel share their practical insights into topical outbound investment issues with Richard Li What legal challenges may await when engaging in cross-border business? This question is popping up more frequently for the...

Legal practice in listed companies’ overseas M&A

By Wang Guan and Meng Wenxiang, Grandway Law Offices
According to item (3), article 4 of the Provisions on Several Issues concerning Regulation of Material Asset Restructurings of Listed Companies, issued by the China Securities Regulatory Commission (CSRC), ensuring integrity and validity of...

IPO review highlights for NEEQ-listed companies

By Jiang Fengtao, Zhou Rong, Hengdu Law Firm
The number of National Equities Exchange and Quotation (NEEQ) listed companies submitting IPO applications is on the rise due to inadequate access to capital on the NEEQ with poor liquidity. July 2017 saw 22...
Wang Jihong, Liu Ying, Zhong Lun Law Firm, on Asset securitization

Conditions for securitization of PPP project assets

By Wang Jihong and Liu Ying, Zhong Lun Law Firm
Asset securitization, an important financing instrument, has seen rapid growth in the Chinese market in recent years. As the investment in public-private partnership (PPP) projects is large, their terms of operation long, and their...
Jiang Fengtao, Meng Dan, Hengdu Law Firm, on IPO review essentials for NEEQ-listed companies

IPO review essentials for NEEQ-listed companies

By Jiang Fengtao and Meng Dan, Hengdu Law Firm
So far, IPO approval has been granted to five companies listed on the NEEQ after its expansion: Jiangsu Flag Chemical Industry; Guangdong Topstar Technology (Topstar); Zhejiang Three Stars New Materials; Xiamen Guangpu Electronics (Guangpu);...
Wang Guan, Meng Wenxiang, Grandway Law Offices on restructuring of listed companies

Legal practice in listed companies’ overseas M&A

By Wang Guan and Meng Wenxiang, Grandway Law Offices
Chinese companies have sped up their pace of overseas takeovers in the past couple of years. In sharp contrast to overseas M&A transactions carried out by ordinary domestic companies, apart from compliance with general...
Thomas Wang, Carol Li, Boss & Young, on Private fund

Upgraded requirements on management of private funds

By Thomas Wang and Carol Li, Boss & Young
On 31 March 2017, the Asset Management Association of China (AMAC) issued the Answers to Questions on the Registration and Recordal of Private Funds (13), upgrading the requirements of professional management and marking the...
A photo of 曹一然 who is talking abut horizontal competition in the PRC

Horizontal competition and its proper solution

By Cao Yiran, Grandway Law Offices
A definition of horizontal competition is not provided for in the existing laws and regulations of the PRC, although restrictions on horizontal competition are scattered here and there in regulatory documents of the China...

Offshore treasure

Old offshore haunts are still popular with Chinese investors, but the ground rules have changed and treasure hunters would do well to focus on mapping out better compliance, writes Joanna Law Even with sharp eyes,...
Jiang Fengtao and Si Rui, Hengdu Law Firm

Highlights of legal services for share placement on the NEEQ

By Jiang Fengtao and Si Rui, Hengdu Law Firm
In connection with share placement on the National Equities Exchange and Quotations (NEEQ), the main responsibility of an attorney is to issue a legal opinion on whether the placement of the NEEQ-listed company (the...
Jeffrey Quan, ETR Law Firm

Real estate enterprises’ key points of ABS practice

For real estate enterprises and construction enterprises, resolving financing difficulties remains a major challenge in their continuing operations. Under tighter monetary policies and regulation, there is a certain demand in the market for financing...
Chen Xiuli, V&T Law Firm, Zhang Zhixiao, V&T Law Firm

Striking accord between PPP and securitization

With the continuing development of public-private partnerships (PPPs) in China, financing has become the key to the realization of PPP projects. The combination of asset securitization, as a financial means for financing projects, and...
Asset-backed securitization model in China help open financing channels

Solutions: ABS

Rico Chan analyses how the fast-growing ABS market may help China’s real estate sector find a blueprint for new fundraising products The Asset-backed securitization (ABS) market in China has been growing rapidly since 2015. The...
canara bank

Money rules

China never lacks opportunities for private equity investors, but fund managers must now keep up with a swiftly maturing regulatory framework, writes Joy Jiao Private equity and venture capital (PE/VC) funds in China have defied global downward trends...

Performance commitments in listed firms’ M&A

By Du Lili and Wang Xiaoxing, Grandway Law Offices
In recent years, numerous listed companies have boosted their share values on the secondary market through company mergers, acquisitions and restructurings. With share values sharply spurred by promises of large profits, the market has...

IPO approvals with ‘three types of shareholders’

By Jiang Fengtao and Zhou Rong, Hengdu Law Firm
The increasing number of prospective issuers with “three types of shareholders” (i.e., asset management plans, contractual funds and trust plans) that obtain initial public offering (IPO) approval from the China Securities Regulatory Commission (CSRC)...
China Business Law Journal

New technologies, new financial game

Our May issue features the first article of a special series on technology. Fintech revolution explores the rapid development of fintech – the fusion of traditional finance and modern technology – in China and...
Cao Yajuan, Partner, Zhang Xinyue, Associate, Grandway Law Offices

Dismantling red-chip structures in the M&A of listed companies

By Cao Yajuan and Zhang Xinyue, Grandway Law Offices
As China’s capital market heats up with fast-growing and profitable companies sought after by investors, many Chinese companies that had been preparing an overseas listing have changed their minds and decided to return to...
Lin Zhong Domestic regulation of overseas M&A

Special scrutiny on listed companies’ overseas M&A activities

By Lin Zhong, EY Chen & Co. Law Firm
In the wake of Chinese companies’ global shopping spree, publicly listed firms on the domestic stock market are apparently a leading force, backed by their robust reputations and abundant financial resources. In order to...

New rules for refinancing by listed companies

By Jiang Fengtao and Liu Bing, Hengdu Law Firm
On 15 February 2017, the China Securities Regulatory Commission (CSRC) issued the Decision on Amending the Implementing Rules for the Private Offering of Shares by Listed Companies, without first seeking comments, followed by the...
Cui Bai Grandway Law Offices

The use of leverage in M&A reorganizations

By Cui Bai, Grandway Law Offices
In answering questions raised by journalists in January, a spokesman for the Shanghai Stock Exchange (SSE) reckoned that the SSE would take strict precautions against five risks in mergers and acquisitions (M&A), including leverage...
Li Wei and Tang Shi

Establishing a financial security review system

By Li Wei and Tang Shi, Grandway Law Offices
China has now established its national security review system on foreign capital merger and acquisitions (M&A) and the regulatory rules concerning the investment in banking by foreign strategic investors. However, there is not any...
Jiang FengTao and Liu Bing

Listing of New Third Board companies on ChiNext

By Jiang Fengtao and Liu Bing, Hengdu Law Firm
The Development Plan for National Strategic Emerging Industries during the 13th Five-Year Plan Period (2016-2020), issued by China’s State Council in December 2016, said that a pilot programme for switching companies listed on the...

Key focus areas in listed company acquisitions

By Zhang Liguo and Zhang Ying, Grandway Law Offices
Due to issues such as the standardization of some target companies, inability to be included into a listed company’s system, or issues with the listed company’s fund arrangements, it has become an approach widely...
Deals of the year 2016 World

Deals of the Year 2016

China Business Law Journal’s editorial team reports on outstanding deals and cases in 2016 that saw the most sophisticated efforts by legal counsel Protectionism seems to be rising on both sides of the North Atlantic,...

New restructuring rules for backdoor listings

By Jiang Fengtao and Liu Bing, Hengdu Law Firm
In September 2016, the China Securities Regulatory Commission (CSRC) issued its Decision on Amending the Administrative Measures for Material Asset Restructurings of Listed Companies and additionally made revisions to three complementary documents: the Interim...

M&A: Hot & Cold

M&A is an effective way to achieve fast growth for domestic enterprises and foreign investors in China, but the surge in activity is a one-sided affair. Felix Gao finds out why Mergers and acquisitions (M&A) activity is red-hot...
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Analysis of key trends in domestic acquisitions

The promotion and implementation of the reform of the mixed ownership economy of state-owned enterprises (SOEs), supply-side structural adjustment and private enterprise market integration cannot be dissociated from acquisitions and restructurings. The main legal issues...

Legal effect of minimum guarantee undertaking

By Jiang Fengtao and Liu Bing, Hengdu Law Firm
When a listed company makes a private placement, the majority shareholder or actual controller will often give an undertaking of minimum guaranteed returns to the placement targets in order to ensure the success of...

Employee shareholding in unlisted companies

By Zheng Xilin and Wu Di, AnJie Law Firm
With the heating up of the New Third Board, more unlisted companies have been strengthening cohesiveness and competitiveness through the equity incentive of employee shareholding – mainly in the form of direct shareholding by...

Steady hand on the tiller

With global and domestic markets clouded by uncertainty, calm navigation has never been more important. Richard Li reports on the latest regulatory moves in China Streamlining administrative procedures and decentralizing authority has been the market regulation approach...

What do new NEEQ rules mean for PE managers?

By Jiang Fengtao, Hengdu Law Firm
The China Securities Regulatory Commission (CSRC) orally suspended private equity (PE) firms from listing on the New Third Board in late December 2015. On 27 May 2016, the National Equities Exchange and Quotations (NEEQ) released...

Changing tack

The winds of change are constant in china’s legal market, and law firms must constantly adjust sail to keep their practices competitive, writes Felix Gao For law firms, the past 12 months in China have not...
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Balancing act

The momentum of private equity investment in china remains strong, but how will new rules affect the sector’s future performance? Leo Long reports It was jokingly referred to as the “most raucous” fund industry qualification examination ever...

Listed acquisitions of entertainment companies

By Cloud Li and Ben Chai, DaHui Lawyers
According to recent market speculation, the China Securities Regulatory Commission (CSRC) is planning to call off listed companies’ acquisitions of target companies in over-focused industries, including internet finance, games, film/television and virtual reality through...
徐军 Xu Jun is a senior partner and 张霞 Zhang Xia is an associate at AllBright Law Offices

Compliance issues in listed companies’ outbound M&A

By Xu Jun and Zhang Xia, AllBright Law Offices
As the “One Belt One Road” policy became a national regime, 2015 witnessed a trend of increasing outbound mergers and acquisitions (M&As). There were more than 300 outbound M&As among listed companies in China...

Regulation of private placements by issuers

By Jiang Fengtao and Liu Bin, Hengdu Law Offices
The media recently reported that the China Securities Regulatory Commission (CSRC) had halted listed companies’ cross-industry private placements among the online finance, gaming, film and television, and virtual reality sectors. Reports said the CSRC...

Midas magic

Securitization may give you access to gold nuggets when your business is still producing pebbles, but inadequate regulation and other risks can ruin your Midas touch. Richard Li explores the key issues Suppose your company is running short of...

Are internet targeted entrusted investment products compliant?

By Wu Weiming, AllBright Law Offices
On 18 March, the China Securities Regulatory Commission (CSRC) announced it would intensify the investigation and handling of unlawful engagement in the business of breaking up privately offered products into smaller units and transferring...

Asset securitization and the PPP model

The rapid development of the public-private partnership (PPP) model is closely related to the central government’s efforts to address the issues of local government debt. Local governments have long invested in infrastructure and public...
Jeffrey Quan and Rose Mo at ETR Law Firm

Corporate asset securitization: policy evolutions and legal obstacles

Asset-backed securities (ABS) refers to financing through a structured conversion of illiquid assets capable of generating future cash flows into securities in equal shares that are marketable and tradable on financial markets. Currently, asset securitization...
Charles Qin and Michael Mei with Llinks Law Offices

Appraising the evolution of credit asset securitization

Current asset securitization models in China include credit asset securitization overseen by the People’s Bank of China (PBOC) and the China Banking Regulatory Commission (CBRC), corporate asset securitization overseen by the China Securities Regulatory...

Key compliance points for contract-based PI funds

By Zhao Yanchun and Chen Youyou, AllBright Law Offices
A private investment (PI) fund is an investment fund established with funds raised from investors in a non-public manner. In a contract-based PI fund, the fund contract serves as the legal medium specifying the...
Cash

Tax treatment clarified for HK-mainland MRF scheme

The Ministry of Finance, the State Administration of Taxation (SAT) and the China Securities Regulatory Commission (CSRC) jointly issued the Notice on Relevant Tax Policies on the Mutual Recognition of Funds between the mainland...

Impact of Commercial Bank Law’s article 43 on PPP projects

By Wang Jihong, Han Jiangyu and Gao Lei, Zhong Lun Law Firm
With the widespread use of the public-private partnership (PPP) model in China, financing channels for projects have increasingly diversified. Bank, trust, fund and insurance channels of capital have all rushed onto the stage of...
蔡航 Hans Cai is partner at AnJie Law Firm’s Shanghai office

Common arrangements for enterprises removing VIE structures

By Hans Cai, AnJie Law Firm
There are many variable interest entity (VIE) enterprises in China. Many of them succeed in Series A financing but fail to close a Series B or Series C financing due to a number of...

Careful handling needed with insider information on equity acquisitions

By Wang Hansheng and Peng Fu, East & Concord Partners
It is often difficult to give any warnings regarding the criminal liability of mergers and acquisitions in the usual process of due diligence. This article aims to briefly discuss the criminal liability in mergers...
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Deals of the year 2015

As China’s growth model changes, transactions and disputes pose tougher challenges for legal counsel. Richard Li and Leo Long report on the most outstanding of all The world is watching China’s economic slowdown with mixed...

Key policy changes under new notice on investment in private equity funds

By Zhang Xianzhong, AnJie Law Firm
China Insurance Regulatory Commission (CIRC) issued the Notice on Matters Related to the Establishment of Insurance Private Equity Funds on 10 September. The private equity industry is poised to benefit from the policy changes...

Strategic investment in A-share companies by foreign investors

By Zhang Yichi, East & Concord Partners
On 31 December 2005, the Ministry of Commerce, the China Securities Regulatory Commission, the State Administration of Taxation, the State Administration for Industry and Commerce and the State Administration of Foreign Exchange jointly issued...

Four top regulators call on listed companies to breathe new life into capital markets

Four central authorities recently joined hands to stabilize capital markets via a joint notice stating their intent to encourage several revitalizing measures. The Notice on Encouraging M&A, Restructurings, Cash Dividend Distribution and Share Buybacks by...

New guidance on security companies’ online and externally accessed data systems

By Cao Chunfen, Zhonglun W&D Law Firm
Our firm was recently retained by a securities company in respect to proposed online securities-related business under consideration in cooperation with an internet services company. We discussed at that time whether the cooperation would...
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Striking gold?

Regulation over domestic M&A has generally relaxed, but investors need to heed challenges such as national security and antitrust reviews and post-merger integration, writes Leo Long The past year has seen a wave of M&A...

In-house counsel’s role in a tough and changeable global market

Corporate counsel are transitioning from simply a technical expert on a subject matter to be a trusted adviser, which implies that in-house counsel should be aware of the business operation of their companies holistically,...

Changing horizons

Experts give insight into the regulatory developments influencing the market and what the coming year promises as China adapts to the new normal, writes Alainna Wrigley For this year’s directory report, we consulted experts from leading...
Sun Jian, Zhong Yin Law Firm

A look at listed company restructurings that failed in the first half of 2015

By Sun Jian, Zhong Yin Law Firm
According to data announced at the 2015 working meeting of the China Securities Regulatory Commission (CSRC) Listed Company Acquisition and Restructuring Review Committee, 12 of the 53 restructuring plans reviewed were not approved between...
Sun Jian, Zhong Yin Law Firm

A retrospective of the restructuring of Shanghai Lian Hua Fibre

By Sun Jian, Zhong Yin Law Firm
One evening in May, the author was contemplating Chang’an Ave from his Beijing office, whereupon his thoughts drifted to the unforgettable case of Shanghai Lian Hua Fibre Corporation’s (LH Fibre) restructuring and acquisition in...

Investors beware

The bustling Chinese private equity markets can bring great returns, yet, Leo Long writes, investors should be wary to avoid getting entangled in the legal and regulatory web when seeking out these alluring opportunities. Private equity (PE)...

New mainland-HK scheme boosts dynamics in fund markets

Securities regulators from the mainland and Hong Kong recently signed a memorandum on the mutual recognition of funds between the two jurisdictions, which may lay the foundation for similar arrangements with other markets in...
Sun Jian, Zhong Yin Law Firm

Strengths and risks in the latest buyout fund rule amendments

By Sun Jian and Wang Junlu, Zhong Yin Law Firm
The China Securities Regulatory Commission amended the Measures for the Administration of Material Asset Restructuring of Listed Companies (Restructuring Measures) and the Measures for the Administration of the Acquisition of Listed Companies (Acquisition Measures)...

Preferred shares give priority profit distribution, fewer rights

By Cao Chunfen, Zhonglun W&D Law Firm
Since last year, the author has provided a full suite of legal services to a certain listed state-owned enterprise under the central government (A+H) for its private offering of preferred shares (PS). This is...

Capital connections

Regulators are introducing new concepts to spark market interaction, forming new connections linking investors and the market. Leo Long takes you on an exploration of the opportunities and risks these new regulatory networks may...

Focus on asset-backed securitisation, acquisitions in bankruptcy protection

By Wu Jian and Guo Shujing, Zhonglun W&D Law Firm
Bankruptcy protection extends a lifeline to an enterprise from the time it experiences operational difficulties until it is finally wound up, but in general it is difficult for such an enterprise to turn things...
Sun Jian, Zhong Yin Law Firm

An examination of joint venture models in offshore listing

By Jonathan Sun, Zhong Yin Law Firm
The offshore listing of Chinese enterprises falls into two categories – direct listing, and indirect listing (in which an outbound company is used as a listing vehicle to control a domestic company, also known...

Jersey’s gateway role boosted by strength of laws, regulations

Financial reform in China has prompted Asian investors and their advisers to seek out long established, well regulated financial gateways into Western markets, and increasingly Jersey meets that important role for a range of...

Deals of the year 2014

Headwinds may have buffeted China’s economy in 2014, but the best deals took flight nonetheless, pushed aloft by the ingenuity of the law firms supporting them. Leo Long reports on those that separated themselves...
李铮 Li Zheng 中伦文德律师事务所 高级合伙人、金融法专业委员会副主任 Senior Partner, Deputy Director of Finance Practice Zhonglun W&D Law Firm

Focus on regulation of privately offered investment funds

By Li Zheng, Zhonglun W&D Law Firm
The Interim Measures for the Regulation of Privately Offered Investment Funds were implemented on 21 August 2014. The measures resolve the issues of private fund manager and private fund management rights, and also provide...

Linklaters team sets pace with benchmark BOC issuance

ALinklaters team of Hong Kong-based lawyers has helped push through a benchmark issuance of offshore preference shares for Bank of China (BOC) that created a number of firsts and set records, including the biggest...

Compliance issues with domestic acquisitions by foreign investors

By David Tang, Li Jun, AllBright Law Offices
With the opening of the Chinese market, acquisitions of domestic businesses by foreign investors have become a primary means of foreign direct investment. The following is an overview of key compliance issues encountered in...

Time to transform?

With experts predicting greater numbers of corporate restructurings in China, being equipped for the possibilities has never made more sense. Brian Beglin and Fred Chang offer some case advice A number of Chinese corporate capital...

Chinese FDI: new developments in regulation and approval

In line with the State Council’s requirements for further simplifying policies and delegating authority, the National Development and Reform Commission (NDRC), the Ministry of Commerce (MOFCOM) and the State Administration of Foreign Exchange (SAFE)...

How to secure low-cost financing on the domestic bond market

By Jiang Shengyang, AnJie Law Firm.
In the current financial regulatory environment in China, securing finance at the lowest cost is crucial to the existence and development of Chinese companies. In addition to traditional means, such as bank loans, Chinese...

New ChiNext rules provide answers for old grievances

By Yao Zhengwang, Zhonglun W&D Law Firm
The China Securities Regulatory Commission (CSRC) officially published on 16 May 2014 the Measures Governing Initial Public Offerings and Listings on ChiNext and the Interim Measures Governing the Issuance of Securities by Companies Listed...
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Capital confusion

Identifying what rules to follow, understanding what they mean, knowing which agency is in charge of enforcement and how much information is necessary for compliance are all conundrums facing investors in China’s private equity...
China Business Law Journal

Room to improve

This issue of China Business Law Journal explores a variety of topical developments, some of which earn a better reception from legal experts than others. In our cover article, we see reforms to China’s...
Jeremy Dai and Lu Qunwei are partners at AnJie Law Firm

Core legal issues and some new trends in asset securitisation

By Jeremy Dai, Lu Qunwei, Anjie Law Firm
Q : What types of asset securitisation are there? A: There are three main types of operable asset securitisation in China: credit asset-backed securitisation (credit ABS), under the purview of the central bank and the...

Requirements and procedures for listings on the new third board

By Xiao Zhigang, Zhen Qinggui, Zhonglun W&D Law Firm
The National Equities Exchange and Quotations (NEEQ), commonly known as the “new third board”, is the first corporate securities exchange approved by the State Council. It is operated by National Equities Exchange and Quotations...

The dual SPV: tips on how to proceed during policy transition

By Lawrence Lu, SG&CO PRC
At a press conference held on 8 March 2014, the China Securities Regulatory Commission (CSRC) stated it would comprehensively spur the extensive development of the asset securitisation business this year and plan for the...

New measures encourage the cross-border inflow of renminbi

By David Yu and Kevin Huang, Llinks Law Offices
On 20 February 2014, the Shanghai head office of the People’s Bank of China (PBOC) issued the Notice on Supporting Expansion of Cross-Border Use of the Renminbi in the China (Shanghai) Pilot Free Trade...
Sun Jian, Zhong Yin Law Firm

Update on restructuring, M&A involving listed companies

By Sun Jian, Zhong Yin Law Firm
The China Securities Regulatory Commission (CSRC) said on 28 February 2014 that it will continue with reforms in mergers and acquisitions (M&A) and restructuring, and establish a parallel approval mechanism across departments. It plans...

The rise of internet finance and regulation of capital markets

By Wu Jian, Zhonglun W&D Law Firm
Finance is the core of a modern economy and a major force in promoting economic development. Innovative and diverse financial models can effectively take up idle funds in society for allocation in a rational...

Financial pan-asset management in a changing legal environment

By Lawrence Lu and Huang Ying, SG&CO PRC Lawyers
China’s Trust Law was implemented on 1 October 2001. In the subsequent 10 years, the China Banking Regulatory Commission (CBRC) issued a series of rules and regulations that have provided a sound legal basis...

Guernsey provides home for the Chinese family office

There is a growing awareness in China of the products and services that offshore centres – such as Guernsey – can provide to Chinese high net worth individuals (HNWIs), particularly in the provision of...
Main-Offshore

Safe outposts

As international regulation brings tighter controls to offshore investing, the leading jurisdictions are setting the pace for safe sanctuary with Chinese interests well in mind, writes Paul Campbell The wave of international regulation of finance...

On stronger tides

A wave of fast flowing reforms may raise the levels of capital market fluidity in China, but players must navigate the undercurrents, writes Richard Li The tide raises all ships, as an old saying goes,...
Sun Jian, Zhong Yin Law Firm

Two methods for carrying out restructuring and back door listing

By Jonathan Sun, Zhong Yin Law Firm
On 30 November 2013, the China Securities Regulatory Commission (CSRC) issued the Notice on Strictly Implementing the Listing Criteria for Initial Public Offerings (IPOs) of Shares When Conducting Reviews of Back Door Listings, which...
Wang Wei and Zheng Qinggui, Zhonglun W&D Law Firm (2)

Recordal work for private funds begins under CSRC oversight

By Wang Wei, Zheng Qinggui, Zhonglun W&D Law Firm
In June 2013, the State Commission Office for Public Sector Reform made it clear that private investment funds are subject to the oversight of the China Securities Regulatory Commission (CSRC). As the CSRC failed...

New Third Board forms stable base for multi-level capital market

By Yao Zhengwang, Zhonglun W&D Law Firm
On 14 December 2013, the State Council issued the Decision on Issues Relevant to the National Equities Exchange and Quotations , officially expanding the NEEQ’s so-called New Third Board to the entire country and...

Recent models for financial leasing companies to securitise assets

By Lawrence Lu, SG&Co PRC
Lease financing, a modern transaction method combining financing and asset financing, trade and technical services together, has become a new sector and important component of the modern service industry. It is of great significance...

Development and legal structure of the asset securitisation market

By Lawrence Lu, SG&CO PRC Lawyers
The term “asset securitisation” means a structured method of financing where the sponsor sells assets, or a portfolio of assets, that lack liquidity but can generate a predictable cash income to an investor, thus...

Deals of the year 2013

As China’s markets and investors mature, the sophistication, complexity and sheer ingenuity of transactions are reflected in the work of the legal community that supports them. Richard Li reports on some stars that outshone the...

IPO market revamp set for deluge of listings

Following a reform of the issuing system for new shares, China’s initial public offering (IPO) market resumes in January 2014. IPO applicants and intermediary agencies have to comply with higher standards regarding integrity and due...

Problems in the legal system for the administration of corporate bonds

By Li Yunhai, Zhonglun W&D Law Firm
In the capital market field, there has been a steady stream of cases involving corporate bonds, reflecting the fact that problems exist in the legal system governing the administration of corporate bonds in China....
jeremy-dai-and-wilson-lu

Perspective on foreign investment in the Shanghai free trade zone

The China (Shanghai) Pilot Free Trade Zone has introduced a raft of new policies to facilitate foreign investment. The table below attempts to summarise significant reforms that the zone has to offer, and we...

Leap of faith

China’s allure remains almost a magnetic force for foreign investors, but the careless can fall mightily. Richard Li explores the opportunities, and perils, of jumping into this market China is still the land of plenty...

Snowman acquisition case shines light on PE divestment model

By Li Yonggang, Concord & Partners
Private equity (PE) investment has been developing for many years in China. From the outset, where it was known by few, to the national PE craze arising after the introduction of second boards, those...

New Third Board expansion a viable option for capital markets

By Cao Chunfen, Zhonglun W&D Law Firm
The third board market, initially known as the share transfer system, officially opened on 16 July 2001. At the time, the “New Third Board” market referred to the pilot project where unlisted joint stock...

Focus on recent developments in securitisation of commercial property

By Zhang Xianzhong, AnJie Law Firm
Q: What are the most recent developments in the PRC legal system for the securitisation of commercial property? A: On 15 March 2013, the China Securities Regulatory Commission (CSRC) issued the Administrative Provisions for the...

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