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Advantages of mediation in securities investment disputes, 运用调解化解证券投资相关纠纷, Jeffery Quan and Wu Zhenyu, ETR Law Firm

Advantages of mediation in securities investment disputes

By Jeffery Quan and Wu Zhenyu, ETR Law Firm
Losses on investments in wealth management products are a common source of disputes between investors and firms that deal in securities and futures. In recent years, securities investment dispute cases have shown explosive growth,...
Regional-Law-Firm-Awards-2021video

China Business Law Awards (Regional Awards) 2021

Following our report on the China Business Law Awards in the previous issue of China Business Law Journal, we now focus on the outstanding achievements of regional law firms in the past year. Business...
China approves ICBC-Goldman JV, 工商银行和高盛获批成立新合资公司

China approves ICBC-Goldman JV

Goldman Sachs Group has announced that it will set up a domestic asset management joint venture with ICBC, one of China’s “big four” state-owned commercial banks, in the fourth Sino-foreign JV asset management company...
China-Business-Law-Awards-Logo-2021video

China Business Law Awards 2021

China Business Law Journal’s editorial team reveals the law firms that shone in 2020 Let’s turn the clock back to the beginning of last year – the world was shrouded in great uncertainty, and with...
M&A of China-listed companies in evolving policy environment, 证券市场新时期的上市公司并购, Dorothy Xing and Cheng Jing, East & Concord Partners

M&A of China-listed companies in evolving policy environment

By Dorothy Xing and Cheng Jing, East & Concord Partners
The main logic of M&A projects generally includes: (1) financial investment (M&A is due to the appropriate price of the target, or the strong growth of the target); (2) industrial integration (synergy effect between...
Kevin Xie China International Economic and Trade Arbitration Commission DeHeng Law Offices securities law

Impact of securities law revisions on China arbitration

The first Securities Law of the PRC come into effect on 1 July 1999, and has since undergone five amendments. The latest revision came into effect on 1 March 2020. It is more striking...
securities

Applying Securities Law to interbank bonds

By Li Jumei, Grandway Law Offices
The Securities Law is the fundamental law governing China’s capital market, coming into force on 1 July 1999. The Securities Law was amended in late 2019, in its second overhaul since it came into...
law firms

China Business Law Awards 2020

China Business Law Journal’s editorial team reveals the law firms that shone in the past year China’s legal market flourished in 2019, but as always there were many challenges that required complex and innovative legal...
Securities Law

The ‘200 shareholders’ issue under new Securities Law

By Zhao Zeming, Grandway Law Offices
The revised Securities Law was promulgated on 28 December 2019, and will enter into force on 1 March 2020. This revision to the Securities Law, as the underlying law for the domestic capital market,...
multijurisdictional

Managing multijurisdictional investigations involving China

Imagine you are a UK/Europe-based multinational corporation assessing allegations of non-compliant business practices in its China operations. These may include corruption, bribery, fraud or other forms of misconduct. Suppose your company is also publicly...

Asset management arbitration cases in China

By Zhan Ling, China International Economic and Trade Arbitration Commission
The wave of closures of P2P platforms in China in the summer of 2018 garnered national attention. The latest blacklist for P2P lending published by “P2PEYE.COM” (https://www.p2peye.com/platform/wenti) shows that as of the end of...
Zheng-Chao

Underlying logic for changes in securities regulations

By Zheng Chao, Grandway Law Offices
A draft for comment of the revised Administrative Measures for the Material Assets Reorganization of Listed Companies was released on the official website of the China Securities Regulatory Commission (CRSC) on 20 June 2019....
Justice

Commissions of inquiry

THIS COLUMN DISCUSSES a special process that is established by governments in common law jurisdictions to inquire into matters of public importance. This process – known as a Royal Commission in the UK and Australia...
Firm-of-the-Year-China-Business-Law-Journal

China Business Law Awards 2019

The editorial team of China Business Law Journal presents the law firms whose performances stood out in the past year 2018 presented numerous opportunities and challenges for all law firms in China. While the large...
中国证监会发布公募证券投资基金信息披露要求

CSRC disclosure requirements on publicly offered securities investment funds

China Securities Regulatory Commission (CSRC) issued on 3 August 2018 a consultation paper on Administrative Measures for Information Disclosure of Publicly Offered Securities Investment Funds and associated implementing rules for public opinion consultation. The...

Regulatory policy governing Chinese companies’ overseas debt issuance

By Ling Tezhi, Du Linhong, Jingtian & Gongcheng
On 14 September 2015, the National Development and Reform Commission (NDRC) issued the Notice on Reforming the Recordal and Registration System for the Overseas Debt Issuance by Enterprises (the Notice). After the issuance of...
刘思远 LIU SIYUAN 竞天公诚律师事务所 合伙人 Partner Jingtian & Gongcheng

Potential administrative penalties under strong financial regulatory enforcement

By Liu Siyuan, Jingtian & Gongcheng
According to the China Bank and Insurance Regulatory Commission (CBIRC), in the first quarter of 2018, CBIRC (established by merging the former China Bank Regulatory Commission and China Insurance Regulatory Commission) carried out enforcements...
刘涛-LIU-TAO-通商律师事务所合伙人-Partner-Commerce-&-Finance-Law-Offices-黄青峰-HUANG-QINGFENG-律师-Associate

IPO paths under the new CDR policies in China

By Liu Tao and Huang Qingfeng, Commerce & Finance Law Offices
On 30 March 2018, the China Securities Regulatory Commission (CSRC) released Several Opinions on Launching the Pilot Programme for Issuance of Shares or Depository Receipts by Innovative Companies in Domestic Market, clarifying the new...
龙海涛 LONG HAITAO 植德律师事务所 合伙人 Partner Merits & Tree Law Officesvideo

An explanation of ‘extensive asset management’ in China

By Long Haitao, Merits & Tree Law Offices
According to the Report on the Development of China’s Asset Management Industry (2017), the scale of China’s asset management industry has reached RMB110 trillion (US$17.5 trillion). The boundary between different financial business such as...
吴杰江 WU JIEJIANG 竞天公诚律师事务所 合伙人 Partner Jingtian & Gongcheng

Precise regulation over liquidity of commercial banks in China

By Wu Jiejiang, Jingtian & Gongcheng
After experiencing a series of high-profile events in 2015 and 2016, including the stock market crash, the battle between Baoneng and Vanke, and Ezubao’s P2P lending fraud, the Chinese financial market entered a year...
Li-Wenmin,-JunZeJun-Law-Offices

Risk management during the existence of ABS in China

By Li Wenmin, JunZeJun Law Offices
On 22 March 2018, the Shanghai Stock Exchange, Shenzhen Stock Exchange and the Inter-agency Quotation and Service System for Privately Offered Products issued the Guidelines for the Management of Credit Risks During the Existence...
王立宏 WANG LIHONG 大成律师事务所高级合伙人 Senior Partner Dentons

Key legal considerations for rental housing REITs in China

By Wang Lihong, Dentons
The report of the 19th National Congress of the CPC has made it clear that “houses are built to be inhabited, not for speculation”. Therefore, accelerating the establishment of a housing system that draws...
China-Business-Law-Awards-2017-18

China Business Law Awards 2017-18

The editorial team of China Business Law Journal presents the law firms that stand out with their performance in the past year China Business Law Awards are based on nominations and comments received mostly from...

China’s Green Lanterns

The exponential growth of green investment opportunities in China provides both a guiding light and a beacon of opportunity, but international investors may still need to be convinced, writes Paul Davies China has experienced unparalleled...

China issues formal CRS legislation

On 19 May 2017, the State Administration of Taxation (SAT), the Ministry of Finance (MOF), the People’s Bank of China (PBOC), the China Banking Regulatory Commission (CBRC), the China Securities Regulatory Commission (CSRC) and the...
china business law awards

China Business Law Awards 2016

The editorial team of China Business Law Journal showcases the winning law firms that made well-recognized achievements in 2016 The National Bureau of Statistics recently announced China’s GDP grew by 6.7% in 2016, the slowest...
Jason Xia

Latest regulatory trends on the use of insurance funds

By Jason Xia, Wintell & Co
Since the second half of 2015, insurance funds have become one of the few “hot spots” in the capital market. Insurance companies frequently buy the shares of listed companies, which not only leads to...

China Business Law Awards 2015

The annual China Business Law Awards has shone a light on the real achievers of 2015, as voted by law firms and clients alike. Leo Long showcases the winners The beginning of the Year of the...

New approach for securities disputes

The recent stock market volatility has drawn listed companies’ attention to securities disputes as a possible solution, with regulators recognizing Shenzhen’s innovative dispute practice. Liu Xiaochun and Zhou Yi share Shenzhen’s experience Soon after Shenzhen...

Offshore finance expert has big plans for China in new role

Following a recent groundbreaking China visit, Guernsey Finance’s outgoing chief executive, Fiona Le Poidevin, told China Business Law Journal about her plans to prepare the ground for further China ties with the island in...

Legal market changes in the new economy of China

Regulatory and commercial developments are shedding light on the genesis of a new economic age in China. Richard Li and Vanessa Ip ask the experts for some old wisdom on the new rules China’s economy...

More on restructuring offshore assets of China-listed companies

By Jonathan Sun, Zhong Yin Law Firm
In this column in the previous issue, this author focused on an exposition of the trends in the restructuring of offshore assets and the future plan of the China (Shanghai) Pilot Free Trade Zone...

Venture capital funds face two-track regulatory system

China’s new Securities Investment Fund Law includes private security investment funds within the scope of adjustment, specifying that the registration of private investment fund managers and the recordal of private funds are to be...

How should China-listed companies handle overseas restructurings?

By Jonathan Sun, Zhong Yin Law Firm
On 7 March 2014, the State Council issued the Opinions on Further Optimising the Market Environment for Enterprise Mergers and Restructurings, which propose several innovative measures in respect of approval system reform, financial services,...

Is this the golden age of film and television acquisitions in China?

By Liu Yumei, Lu Qian, t Concord & Partners
Against the background of state policy support, China’s film and television industry has started to expand rapidly, with the leading cinema circuits preparing to list, and film and television production companies, famous actors, etc.,...

China Business Law Awards 2013

For the inaugural China Business Law Awards we went to law firms’ peers and clients to help identify the ones that stood out in 2013. Richard Li reports on the results China’s legal market is...

Perfect timing for Guernsey delegation’s China visit

Adelegation from Guernsey timed its China visit to perfection, just as a free trade zone was launched in Shanghai, followed by the recent plenum of the Communist Party in Beijing. “It was very good timing,”...

China outbound investment – recent trends in law and practice

The main trend in PRC governmental approvals of overseas investments by China enterprises will be a gradual loosening of control, but there is likely to be a tightening of macro administration over enterprises under...

Securities association’s notice regulates co-operation between banks and companies

By Li Min, Zhonglun W&D Law Firm
On 17 July 2013, the Securities Association of China issued the Notice on Matters Relevant to Regulating Co-operation Between Securities Companies and Banks in Engaging in Targeted Assets Management Business (Draft for Comments), triggering quite...

Identifying and gauging risks with post-investment disputes in China

By Jeremy Dai and George Zhang, AnJie Law Firm
Q: What are the typical post-investment disputes in China? A: In our experience, post-investment disputes in China can be classified in the categories provided in the chart on the right. Q: What are the reasons for disputes...

Cayman and BVI: withstanding the winds of regulatory change

Structures for China-related investment have often used a combination of Hong Kong companies and companies incorporated in the Cayman Islands or British Virgin Islands (BVI), with the Hong Kong company holding the shares in...

ChiNext lifts its regulatory game

More than 300 listed companies have been trading on ChiNext since its successful launch on 23 October, 2009. To gradually improve the regulatory regime for companies listed on ChiNext, the securities regulators and the...

Hastings team advises on transaction for China Daye’s reverse takeover

China Daye Non-Ferrous Metals Mining completed on 8 March its acquisition of Daye Nonferrous Metals, a non-wholly owned subsidiary of China Daye’s parent company, Daye Nonferrous Metals Corporation Holdings. China Daye said the acquisition is...
Paul Hastings Hong Kong China Dyes

Hastings team advises on transaction for China Daye’s reverse takeover

China Daye Non-Ferrous Metals Mining completed on 8 March its acquisition of Daye Nonferrous Metals, a non-wholly owned subsidiary of China Daye’s parent company, Daye Nonferrous Metals Corporation Holdings. China Daye said the acquisition is...

Hastings team advises on transaction for China Daye’s reverse takeover

China Daye Non-Ferrous Metals Mining completed on 8 March its acquisition of Daye Nonferrous Metals, a non-wholly owned subsidiary of China Daye’s parent company, Daye Nonferrous Metals Corporation Holdings. China Daye said the acquisition is...
Hong Kong RMB flows back to China

Hong Kong RMB flows back to China

The China Securities Regulatory Commission, People’s Bank of China and State Administration of Foreign Exchange published on 16 December 2011 the RMB Qualified Foreign Institutional Investors Fund Management Companies and Securities Companies’ Investment...
轻舞飞扬 证券市场法律舞者的梦想 Dancing breezily along- dreams of China’s capital markets lawyers

Dancing breezily along: dreams of China’s capital markets lawyers

ChiNext and the Small and Medium-sized Enterprise Board have given many law firms their first experience of the securities market. But could stiff competition and high professional standards put an end to their dreams...
New policy for verification on shareholders of domestic IPOs, 浅议境内首发上市企业股东核查新政, Wang Yan and Zhou Jian, Grandway Law Offices

New policy for verification on shareholders of domestic IPOs

By Wang Yan and Zhou Jian, Grandway Law Offices
On 5 February 2021, the China Securities Regulatory Commission (CSRC) issued the Guidelines for the Application of Regulatory Rules – Information Disclosure of Shareholders of Companies Applying for Initial Listing, while the Shanghai and...
Proposed legislative reform for family trusts, 家族信托立法改革提议

Proposed legislative reform for family trusts

China’s high net worth individual (HNWI) population has significantly increased in the past decade, making family trusts an increasingly important tool for wealth management and succession planning. Despite the increasing need for family trusts,...
Exploring IPOs on ChiNext board under registration system, 注册制下创业板IPO现状与展望 , Liu Yinhong, Wang Cheng and Zhang Ming, Jincheng Tongda & Nealvideo

Exploring IPOs on ChiNext board under registration system

By Liu Yinhong, Wang Cheng and Zhang Ming, Jincheng Tongda & Neal
After Shenzhen Stock Exchange (SZSE) issued a series of rules and notices on 12 June 2020 – such as the Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange,...
Impact of Shanghai and Hong Kong policies on where to list, 沪港两地政策对企业选择上市地的影响, Liu Yinhong, Lu Jiangxia and Yu Zheng, Jincheng Tongda & Neal

Impact of Shanghai and Hong Kong policies on where to list

By Liu Yinhong, Lu Jiangxia and Yu Zheng, Jincheng Tongda & Neal
China Securities Regulatory Commission chairman Yi Huiman told the recent Lujiazui Forum that the regulator had “always been open to enterprises’ choosing listing locations”. Companies may choose where to list independently, and based on...
Chinese-capital-markets-IPO-Star-Market-bullish-003

Star struck

The Shanghai Stock Exchange Science and Technology Innovation Board has been a stellar success, even in the past year, paving the way for broader changes to Mainland capital markets. With these reforms, A-shares now...
Star upgrades innovation attribute assessment system, 科创板科创属性评价体系再升级

Star upgrades innovation attribute assessment system

By Daniel Liu, Commerce & Finance Law Offices
To attract more innovative businesses to the Star Market, regulators raised the threshold for issuers and introduced a negative list that restricts fintech ventures and prohibits real estate companies Since the launch of the Science...
The verification of ‘three types of shareholders’ in IPOs, 谈IPO中“三类股东”核查, Fang Xiaozhong, Grandway Law Offices

The verification of ‘three types of shareholders’ in IPOs

By Fang Xiaozhong, Grandway Law Offices
The term, “three types of shareholders” refers to financial products such as contractual-type private equity funds, asset management plans, and trust plans, usually excluding partnership funds or corporate private equity funds. In June 2020,...
How to implement preferred shares in LLCs, 如何在有限责任公司内实施“优先股”, 侯榆, 合伙人, 广信君达律师事务所

How to implement preferred shares in LLCs

By Hou Yu, ETR Law Firm
Based on article 132 of the 2005 Company Law, which stipulates that: “The State Council may make separate regulations on the issuance of other types of shares than those provided for in this law...
Deals-of-the-Year-2020-Smallvideo

Deals of the year 2020

China Business Law Journal’s editorial team has selected the top China-related deals for 2020, recognising their outstanding achievements The pandemic of the past year has reinforced the hard lines of national boundaries like no other...
Tomás Dagá and Joe Chen, Osborne Clarke, Grifols’ Shanghai RAAS acquisition: A share swap deal first, 基立福与上海莱士的并购 交易:同类首例换股交易

Grifols’ Shanghai RAAS acquisition: A share swap deal first

By Tomás Dagá and Oscar Calsamiglia, Osborne Clarke; Joe Chen, JunHe
Spanish pharmaceuticals company Grifols picked up a significant stake in Shenzhen-listed Shanghai RAAS Blood Products in an unprecedented type of cross-border share swap deal involving a privately owned overseas company and a non-state-owned listed...
Focus on what constitutes a guaranteed redemption, 信托公司承诺以固定价格受让信托受益权是否构成刚兑?, Li Xinqian and Ren Guobing, Jingtian & Gongcheng

Focus on what constitutes a guaranteed redemption

By Li Xinqian and Ren Guobing, Jingtian & Gongcheng
With regard to disputes over asset management, the Minutes of the National Working Conference on the Trial of Civil and Commercial Cases by Courts, issued by the Supreme People’s Court (SPC) in November 2019,...
Latest trends in investor obligations of PE managers, 私募基金管理人投资者适当性义务最新动向, Yang Guang and Meiling, Lantai Partners

Latest trends in investor obligations of PE managers

By Yang Guang and Wang Meiling, Lantai Partners
China’s private equity (PE) industry has made great progress in the past two decades. With the rapid development of the PE industry, the number of disputes between investors and PE managers has also shown...
Managing the financing risks associated with private funds, Hu Xiaobo

Managing the financing risks associated with private funds

By Hu Xiaobo, DOCVIT Law Firm
In recent years, China’s private fund industry has grown at a rapid pace. At the end of July 2020, there were 24,500 private fund managers registered with the Asset Management Association of China (AMAC),...
Protection of technology in enterprise listings, Wang Yuepeng

Protection of technology in enterprise listings

By Wang Yuepeng, Grandway Law Offices
With the rollout of the Science and Technology Innovation Board (STAR Board) and second board registration systems, core technologies that mainly take the form of patents are becoming ever more prominent during company listings....
Nongfu-Spring-IPO-Hong-Kong

Nongfu Spring completes landmark HK listing

Chinese bottled water and beverage company Nongfu Spring completed its US$1.08 billion IPO in Hong Kong on 8 September, becoming the most oversubscribed offering to date on the city's bourse, after its retail tranche...
Matthew Ching Zhang Dong, Jingtian & Gongcheng asset securitization

IP asset securitization basic models and key points of law

By Matthew Ching and Zhang Dong, Jingtian & Gongcheng
Since the successful offering of the Qiyi Century Intellectual Property Supply Chain Financial Asset-Backed Security, China’s first intellectual property (IP) asset securitization product, at the end of 2018, a succession of IP securitization products...
Kenneth Kong Llinks Law Offices outbound acquisitions

Focus on outbound acquisitions by A-share listed companies (Part 1)

By Kenneth Kong, Llinks Law Offices
in recent years, an increasing number of Chinese A-share listed companies have – with an eye to securing strategic resources, enhancing their technological reserves and opening new foreign markets – started to train their...
Zhang Miao Pei Zhoujian Hylands Law Firm PPP REITs

Structure, procedure and dilemmas of the PPP+REITs model

By Zhang Miao and Pei Zhoujian, Hylands Law Firm
the release of the Notice on Work Related to Promoting the Pilot Programme of Real Estate Investment Trusts (REITs) in the Infrastructure Field, and the Guidelines for Publicly Offered Infrastructure Securities Investment Funds (for...
中芯国际于上海证券交易所上市现场-The-listing-ceremony-of-SMIC-at-Shanghai-Stock-Exchange

SMIC returns to A-share market

Chinese chipmaker Semiconductor Manufacturing International Corporation (SMIC) raised RMB53.2 billion (US$7.7 billion) in its recent listing on the Star market, making it the largest A-share IPO since 2010. Incorporated in the Cayman Islands, SMIC listed...
asset management

Beyond the ‘mega’ era

What has changed, and what does the future hold for the RMB100 trillion asset management industry in China now that new rules are firmly embedded? Frankie Wang reports Does that old saying, “cash is king”,...
Shu Jin Law Firm Capital market securities

What the Star Market has changed

By The Securities team of Shu Jin Law Firm
The piloting of a registration-based IPO system for the Star Market is of epoch-making significance to the capital market in China. This Nasdaq-style board of the Shanghai Stock Exchange has brought additional room and...
Hong Kong

Paths of domestic enterprises listing in Hong Kong

By Wang Bo and Chen Rui, Commerce & Finance Law Offices
Since the Stock Exchange of Hong Kong Limited (HKEX), the preferred place for overseas listing of PRC domestic enterprises, revised the listing rules for the Main Board in 2018 and added three chapters such...
green bonds

Legal risk management of green bonds

By Yin Yanhong, DOCVIT Law Firm
Agreen bond is a direct financing instrument of bond issuance to raise funds for investment in green projects or assets that meet certain conditions. According to the Guidelines on the Issuance of Green Bonds...
deals

Deal highlights

Xiaomi issuance Xiaomi Corporation’s (guarantor) wholly-owned subsidiary, Xiaomi Best Time International (issuer) issued US$600 million in 3.375% senior notes due 2030. The issuance closed on 29 April 2020. The notes are listed on the Hong...
Morgan Stanley

Morgan Stanley takes majority stake in JV

China Fortune Securities recently transferred a 2% share of its joint venture company, Morgan Stanley Huaxin Securities, to Morgan Stanley, giving the JV partner a controlling stake by raising its share from 49% to...

The authorised resolution mechanism for share buybacks

By Chen Yu, Grandway Law Offices
due to the outbreak of COVID-19, more than 80 companies listed in A-share market have bought back their shares from 1 January 2020 to date, and 80% of these repurchases are for equity incentives. Article...
transition period

Gains and losses during transition periods in M&A

By Gong Ruozhou, Grandway Law Offices
Arrangements for gains and losses during the transition period in mergers and acquisitions, as a part of transaction pricing, should be made by market players freely through consultation. The Revised Compilation of FAQs Concerning...
pandemic

Flight of the black swan

Despite some inspiring legislative reform, companies in China are going through a crucial test this year. Those that survive will have proven the strength and resilience of their business models. Frankie Wang asks senior...
full tradability

Exploring rollout of H-share ‘full tradability’ system

By Fan Xingcheng, Dentons
By posting the China Securities Regulatory Commission’s (CSRC) Guidelines for the Application by H-Share Companies for “Full Tradability” of Their Domestic Unlisted Shares, and also the CSRC responses to questions by the press on...
listing

Key points of revised restructuring and listing rules

By Tang Cenzhi and Lin Lefeng, East & Concord Partners
On 18 October 2019, the China Securities Regulatory Commission (CSRC) issued the Measures for the Administration of Major Assets Restructurings of Listed Companies (revised in 2019), which amended the basic rules for restructuring and...
cybersecurity

Data protection and cybersecurity trends in 2020

By Samuel Yang, Anjie Law Firm
The Cybersecurity Law, which came into force on 1 June 2017, marks that China has initially established a legal framework for cybersecurity and personal information protection. Since then, China has issued a series of...
China

Forging ahead

As China Business Law Journal celebrates the 10th anniversary of its founding, we asked senior in-house counsel and lawyers about what they regard as the standout legal trends and developments of the past decade....
china

10 years

Richard Li reviews China Business Law Journal’s first decade of covering China’s legal market With the publication of this issue of China Business Law Journal, we have reached two important milestones – the publication of...
China Deals of the Year 2020

Deals of the year 2019

China Business Law Journal’s editorial team selected outstanding China-related deals and cases in 2019, applauding remarkable legal efforts  Our winning deals have, as in previous years, been chosen based on various factors. We attach most...
London

Access to capital for Chinese businesses through London listings

By Michael Wang and Nikolas Colbridge, Dentons
Launched in June 2019, the Shanghai-London Stock Connect scheme is a reciprocal arrangement between the Shanghai Stock Exchange (SSE) and London Stock Exchange (LSE) that allows Chinese entities with A Shares listed on the...

The winners are…

China Business Law Journal presents the results of our inaugural awards for prominent in-house counsel in China. Richard Li reports See the full list of winners For the past 10 years China Business Law Journal has...
taxes

Income taxes on partners of limited partnership and VC funds

By Yang Kaiguang and Che Qianli, Zhong Lun Law Firm
A limited partnership private fund is not a subject of taxation, while its partners shall respectively pay income taxes. This effectively helps avoid double taxation. However, in accordance with the circular No.159 (2008), even...
contract

Contract validity: Beware of ministerial-level regulations

By Pan Bo, Grandway Law Offices
For the longest time, judicial and theoretical circles have held a common belief that, pursuant to the Contract Law and its judicial interpretations, a contract is invalid only if it violates laws formulated by...
GDR

GDR under the Shanghai-London Stock Connect mechanism

By Frank Qu, Dentons
At 8am London time on 17 June 2019, the China Securities Regulatory Commission (CSRC) and the Financial Conduct Authority (FCA) made a joint announcement, approving the creation of Shanghai-London Stock Connect between the Shanghai...
drug

HKEX and Star Market: How do new drug developers choose?

By Jason Cheng, Mao Shengdi and Yuan Xin, Dentons
In the past two years, new drug development enterprises have drawn wide attention in the capital market. These enterprises need “special treatment”, as they often have difficulty meeting financial requirements on main board listing...

Corporate voices

What kinds of opportunities and challenges do enterprises face in China’s current regulatory and market environments? China Business Law Journal interviewed corporate counsel and senior executives from different industries to get some observations Media beyond...
尉柳明,-Dentons

Overseas ‘Sci-tech Innovation Board’

By Willow WEI, Dentons
Since its launch in June this year, the Shanghai Stock Exchange (SSE) Sci-tech Innovation Board (Star) has received much attention from the public. Overseas stock exchange sectors that Star could use as benchmarks include...
王霁虹,吴安静-Zhonglun

Green bond issuance: A new project financing channel

By Wang Jihong and Wu Anjing, Zhong Lun Law Firm
As China pays more attention to environmental protection, renewable energy and other green industries, it has made a line of policies since 2015 to encourage fundraising for eco-benefiting green projects by issuing green bonds....
沪伦通正式启动-Shanghai-London-Stock-Connect-launches

Shanghai-London Stock Connect launches

On 17 June 2019, the China Securities Regulatory Commission (CSRC) and the Financial Conduct Authority of the United Kingdom (FCA) released a joint announcement of their approval in principle of the establishment of the...
capital markets

Disclosure of VIE structures in listco restructurings

By Tang Shi and Meng Wenxiang, Grandway Law Offices
In recent years, the vibrancy of the domestic capital and acquisition markets has attracted an increasing number of companies with VIE structures that are proposing to return to China’s domestic capital markets by way...
Share-based payment

Share-based payment issues and equity incentives under STIB

By He Yu and Chen Shuo, AnJie Law Firm
Q: What is share-based payment? A: According to the Accounting Standards for Business Enterprises No. 11, a share-based payment refers to a transaction in which an enterprise grants equity instruments, or assumes liabilities determined...
star market

Curtain rises on the Star Market

The Science and Technology Innovation Board (referred to as the Star Market) has officially been launched, and a lawyer who was involved in the first application for listing says enterprises that wish to list...
important clients shareholders

Case study of ‘important clients + shareholders’ in IPOs

By Dong Yiping, Grandway Law Offices
To prevent interest transfer and forgery in business performance, the regulatory authorities and intermediaries are generally cautious about share purchasing of proposed public companies by clients and suppliers that are parties of interest to...
Science and Technology Innovation Board

Technified

China’s eagerly awaited Science and Technology Innovation Board opens a key financing channel for innovative tech and will have a profound impact on China’s capital market, writes Luo WeiTeng Shouldering the dream of a Chinese...
STIB GEB System comparison

Comparison of STIB System and GEB System

By Liu Tao and Huang Qingfeng, Commerce & Finance Law Offices
Since January 2019, China Securities Regulatory Commission and the Shanghai Stock Exchange have successively published the Implementation Opinions on Establishment of the Science and Technology Innovation Board (STIB) on the Shanghai Stock Exchange and...
prospectus assumption liability

The prospectus and participants’ assumption of liability

By Xue Lian, V&T Law Firm
With the anticipated launch of the Science and Technology Innovation Board (STIB), the Shanghai Stock Exchange has stated that prospectuses are among the most important documents for information disclosure, but the quality of existing...

Mergers and restructuring trends in 2019

Beginning the afternoon roundtable sessions of CBLJ Forum 2019, Tian Yuan Law Firm selected the topic “Hot issues in mergers and restructuring in 2019” and held a discussion revolving around the differences in the...

Seizing opportunities in investment, financing

During the roundtable session of the CBLJ Forum 2019, lawyers from AllBright Law Offices moderated with guests and arbitration experts, discussing the topic “Financial Markets, opportunities in investment and financing, and legal risk prevention”. Attending...
Correspondents-CBLJ-1904-杜连军-Du-Lianjun-褚智林-Chu-Zhilin

Criteria for determination of ‘insiders’ in criminal law

By Du Lianjun and Chu Zhilin, East & Concord Partners
Insider trading seems to be closely related with securities markets and its manifestation is particularly serious in listed company acquisitions and restructurings, so they present a high criminal risk. Due to such features as length...
首届CBLJ高峰论坛线上线下人数创新高

Big turnout, huge live web interest in first CBLJ Forum

About 500 corporate executives, legal counsel and business elites attended the first CBLJ Forum, hosted by Vantage Asia, the publisher of China Business Law Journal, at the JW Marriott Hotel in Beijing on 3...

Chinese enterprise D-share offering and listing practice (2)

By Frank Qu, Dentons
A Chinese company that wishes to offer D-shares needs to secure the prior approval of the China Securities Regulatory Commission (CSRC) and comply with China’s Company Law, Securities Law and related laws and regulations....
殷怡 -YIN YI-国枫律师事务所-律师-Associate-Grandway Law Offices

Step-transaction plans for M&A and listco restructurings (3)

By Yin Yi, Grandway Law Offices
In the past two articles, the author summarized cases where listed companies obtained approval from the China Securities Regulatory Commission (CSRC) after adopting step-transaction plans, and examined the advantages and other issues with step-transaction...
曲峰-FRANK-QU-大成律师事务所-Dentons-Senior-Partner

Chinese enterprise D-share offering and listing practice (1)

By Frank Qu, Dentons
On 24 October 2018, Qingdao Haier offered 265 million shares on the D-share market of China Europe International Exchange (CEINEX), passing through the admission of the Frankfurt Stock Exchange and achieving a listing that...
姜涛-JIANG-TAO-植德律师事务所-Merits-&-Tree-Law-Offices

New provisions on insurance AMCs creating dedicated products

By Jiang Tao, Merits & Tree Law Offices
The A-share market has suffered from constant setbacks since 2018. Listed companies that pledge their shares as collateral for loans are exposed to liquidity risks, which seriously affects the healthy development of China’s real...
殷怡-YinYi-国枫律师事务所-Grandway-Law-Offices

Step-transaction plans for M&A and listco restructurings (2)

By Yin Yi, Grandway Law Offices
In the previous article, the author reviewed several listco restructuring cases. The listed companies obtained approval from the China Securities Regulatory Commission (CRSC) through step-transaction plans. Strong points of the step-transaction plans for listco...
2019-China-era-compliance-asia-business-law-feb

New year, more compliance

China will introduce a raft of evolutionary legislation this year, even as regulatory reach from overseas closes in on business within the nation, writes Luo Weiteng With the Belt and Road Initiative in full swing,...

Impact on PE funds of new criteria for qualified investors

By Wang Bin, Shi Yutian, Boss & Young
The Guiding Opinions on Regulating the Asset Management Business of Financial Institutions (the New Rules) were officially issued on 27 April 2018. In addition, on 22 October 2018, the China Securities Regulatory Commission issued...

Main preferential policies for venture capital funds

By Catherine Chen, Sha Yuedi, Zhong Lun Law Firm
In recent years, venture capital funds have witnessed rapid growth in China and become one of the key financing channels for numerous innovative micro and small enterprises. Compared with other private investment funds, venture...

Quasi-security measures adopted by listed companies without resolution

By Yao Xiaomin, Yuan Yuhui, Lantai Partners
In recent years, more and more listed companies use quasi-security measures for credit enhancement. These measures generally take the form of top-ups by the listed company, commitment to debt repayment in the place of...

Step-transaction plans for M&As and listco restructurings (1)

By Yin Yi, Grandway Law Offices
Amid the ongoing market-oriented reform of mergers and acquisitions, as well as restructurings of listed companies, the latter process is being designed with increasing flexibility. During the past year, there was evidence of the...

Ways available for domestic enterprises to list in HK

By Yu Yan, Tian Yuan Law Firm
The year 2018 witnessed a new record in the number of domestic enterprises that listed in Hong Kong in recent years. This column describes the main ways available for domestic enterprises to list in...
Willow-Wei-尉柳明-Wang-Hanqi-Dentons-王汉齐-大成律师事务所

Snapshot of Shanghai-London Stock Connect

By Willow Wei and Hanqi Wang, Dentons
Since launching in October 2015, the Chinese and British governments have had dialogue for the Shanghai Stock Exchange and the London Stock Exchange to set up the Shanghai-London Stock Connect (SLSC), which has attracted...
Asset-management-expert-Frank-Lu-joins-Llinks

Asset management expert joins Llinks

A former government lawyer at the China Securities Regulatory Commission (CSRC), Frank Lu recently joined Llinks Law Offices as a counsel, which will further strengthen Llinks’ capabilities in asset management practice. He is experienced in...
刘问-LIU-WEN-通商律师事务所合伙人-Partner-Commerce-&-Finance-Law-Offices-4

A review of the full convertibility of H-shares

By Liu Wen, Commerce & Finance Law Offices
On 8 November 2018, Fang Xinghai, the vice chairman at the China Securities Regulatory Commission (CSRC) said in a forum that the regulators were assessing a plan to extend the H-shares full convertibility pilot...
Deals-of-the-Year-2020

Deals of the Year 2018

China Business Law Journal’s editorial team selected outstanding china-related deals and cases in 2018, applauding remarkable legal efforts  Our winning deals have, as in previous years, been chosen based on various factors. We attach most...

Determination of confidential info in material asset restructurings of listcos

By Tang Shi, Grandway Law Offices
To regulate information disclosures on acquisitions and restructurings of listed companies, the Standards for the Substance and Format of Information Disclosures by Companies that Issue Securities to the Public, No 26: Material Asset Restructurings...

Effect of related-party M&A provision on red-chip listing

By Jason Cheng, Wang Yuhui, Dentons
Red-chip listing is one of the important routes for Chinese enterprises to access offshore funds. Since the Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors (Circular 10) from the Ministry of...
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...