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Fangda powers up capital market and IP practices in Shanghai, Shenzhen

A former Fangda Partners lawyer has rejoined the firm to boost the capital markets business, while another appointment aims to  enhance its intellectual property practice. Aaron Chen, who has returned from Jia Yuan Law Offices,...
Trader protection under Futures and Derivatives Law, Guo Zhongqing

Trader protection under Futures and Derivatives Law

By Guo Zhongqing, AllBright Law Offices
China’s Futures and Derivatives Law (FDL), effective since 1 August 2022, is considered vital to the stable development of the futures market, especially to all market participants. It constructs a comprehensive system to protect...
Zhong Lun Law Firm hired Jiang Haoxiong

Zhong Lun secures capital markets expert Jiang Haoxiong

Zhong Lun Law Firm has hired Jiang Haoxiong as a partner in its capital markets practice, who was previously a partner at Chen & Co Law Firm and Hui Cheng & Partners. With 30-plus years...
Jianzhi Education first Chinese VIE to debut on Nasdaq since DiDi crackdown

Jianzhi Education first Chinese VIE to debut on Nasdaq since DiDi crackdown

Jianzhi Education Technology Group is the first Chinese variable interest entity (VIE) to debut on the Nasdaq since DiDi’s 2021 listing on the same market sparked a crackdown by Chinese authorities. The online vocational education...
Shifting tide of audit compliance for US listings, Willow Wei

Shifting tide of audit compliance for US listings

By Willow Wei, Dentons China
A number of Chinese companies listed on the New York Stock Exchange recently issued announcements of delisting. One of the reasons was that the US Securities and Exchange Commission (SEC) could not inspect audit...
Lexicon

Insider trading

INSIDER TRADING is a problem in most financial markets. Many jurisdictions have strict laws and enforcement measures against insider trading. This column discusses recent empirical research published by the author and Dr Zhang Yang of...
A quartet of Chinese companies to list on the SIX Swiss Exchange in July signals the beginning of a wave of A-listed firms looking to trade global depository receipts (GDRs) in Switzerland, Wang Hang, Joe Zhou

The first batch of Chinese companies eye Switzerland to offer GDRs

A quartet of Chinese companies to list on the SIX Swiss Exchange in July signals the beginning of a wave of A-listed firms looking to trade global depository receipts (GDRs) in Switzerland. At least seven...
Bright future

Bright future

China’s new Futures and Derivatives Law is set to push the country’s large but still developing market to align with international practice, with requirements on cross-border trade bringing in fresh compliance pressures. Luna Jin...
markets of choicevideo

Markets of choice

How should Chinese companies determine their listing destinations when capital is tight at home and abroad amid new policies, Sino-US regulatory stand-offs and global geopolitical uncertainty? Sophia Luo reports Practitioner's Perspective Article Series AS THE CORONAVIRUS...
Baker McKenzie steers the first four Chinese companies into Swiss foray

14 law firms steer the first four Chinese companies into Swiss foray

A group of 14 law firms have advised the first four A-listed companies – Keda Industrial Group, Ningbo Shanshan, GEM and Gotion High-tech – on trading global depository receipts (GDRs) on the SIX Swiss...
Intangible assets of issuers owning ‘time-honoured brands’

Intangible assets of issuers owning ‘time-honoured brands’

By Liu Lu, Grandway Law Offices
Most issuers owning a “China time-honoured brand”, a title granted by the Ministry of Commerce to enterprises existing before 1956, are manufacturers and merchants of consumer goods with trademarks and trade names embodying their...
Legal internal control in listing compliance, corporate governance

Legal internal control in listing compliance, corporate governance

By Han Xu and Hao Jingmei, Guantao Law Firm
Listing compliance and corporate governance are often relegated to a form of financial internal control in A-share IPOs and daily operation and management of companies. But their significance and importance in laying firm foundation...
How a compliance non-prosecution system benefits IPO plannersvideo

How a compliance non-prosecution system benefits IPO planners

By Wei Tianhui, Shu Jin Law Firm
Private companies are usually started from scratch and face challenges such as compliance costs and operating pressures. Many have undergone a development phase of “barbaric growth”, where compliance issues – even of a criminal...
Transfer-of-Beijing-listed-companies-to-other-L

Transfer of Beijing-listed companies to other stock exchanges

By Li Shijia, Han Kun Law Offices
Eligible companies listed on the Beijing Stock Exchange (BSE) may apply to transfer to the Star Market of Shanghai Stock Exchange (SSE) or ChiNext of the Shenzhen Stock Exchange (SZSE) under ‘Guiding Opinions on...
Avoiding-risks-to-listing-success-from-R&D-co-operation-L

Avoiding risks to listing success from R&D co-operation

By Liu Tao and Huang Qingfeng, Commerce & Finance Law Offices
Innovative tech companies wanting to increase their R&D capacity or overcome technical thresholds will often form tie-ups with universities, research institutes and other technological entities. This approach has been used by many Star Market-listed...
first-choice-for-large,-medium-sized-enterprises-Lvideo

Main boards: first choice for large, medium-sized enterprises

By Zhang Liguo, Grandway Law Offices
With the introduction of the Beijing Stock Exchange (BSE) and the board transfer system for New Third Board-listed companies, China’s registration system reform has essentially developed a multi-layered capital market to provide financing channels...
Arbitrability for intra-company disputes

Arbitrability for intra-company disputes

Intra-company disputes are usually resolved by courts in China, but the absence of special procedural rules in the Civil Procedure Law leads to time-consuming and laborious settlements, with parties either unable to obtain a...
Notes for debtors filing for bankruptcy protection, Wang Zhenxiang

Notes for debtors filing for bankruptcy protection

By Wang Zhenxiang, Jingtian & Gongcheng
Debtors satisfying bankruptcy conditions under the Enterprise Bankruptcy Law may file with a competent court to gain protection in the form of ceasing interest accrual, release of preservation, suspension of execution, release from unfulfilled...
Watching the watchers

Watching the watchers

The gatekeepers to China's capital markets are under the microscope via a comprehensive registration system that takes no prisoners. Yu Xiao reports In China, the pace of comprehensive implementation of the stock offering registration system...
Ethics for AIvideo

Ethics for AI

In 2015, Alphago, a go-playing computer program developed by Google subsidiary DeepMind, became the first of its kind to defeat a professional human player on a full-sized board without handicap, triggering an ongoing discussion...
Laura Cha re-elected as HKEX chair. Laura Cha Shih May-lung

Laura Cha re-elected as HKEX chair

Laura Cha Shih May-lung will continue her role as HKEX chair for two more years after being re-elected to the post she has held since 2018. Hong Kong SAR Chief Executive Carrie Lam approved the...
Zhong Lun ushers in first backdoor listing on SSE

Zhong Lun ushers in first backdoor listing on SSE

The first backdoor listing on the Growth Enterprises Market of Shenzhen Stock Exchange since changes in the rules on reverse takeovers saw Zhong Lun Law firm advising. Zhong Lun represented listed food packaging company Precise...
Towards the light

Towards the light

Recent positive signals from Chinese regulators could mean the delisting crisis facing concept stocks in the US due to years of restricted audit working paper access is approaching detente, but their future in America’s...
Next-gen IP protection

Next-gen IP protection

Law firms share insights on IP and data protection in a competitive new tech-centric landscape Value of FTO in biopharma investment, financing Protecting corporate business data under IP legal norms Data competition compliance...

Little to fear in Chinese regulator’s handling of US move

A consultation document released by China’s securities watchdog potentially removes a key hurdle for US regulators to gain full access to the auditing reports of Chinese companies listed in New York – but it...
Data competition compliance in online platform economy

Data competition compliance in online platform economy

By Li Yu, Jincheng Tongda & Neal
Data is a core productive factor of the online platform economy and data resources underpin the core competitiveness and competitive advantages of many enterprises. Platform data resource competition usually involves protection of user personal...
Deal highlights - March 2022

Deal highlights

LISTINGS Aquila Acquisition Corporation became the first special purpose acquisition company (SPAC) to list in Hong Kong. Promoted by CMB International Asset Management and AAC Mgmt Holdings, Aquilla raised HKD1 billion (USD127.7 million) from its...
蔚来以不募资形式快速挂牌香港

NIO plugs into HKEX without fundraising

Electric vehicle manufacturer NIO successfully listed on the main board of the HKEX by way of introduction with shares beginning trading on March 10. This is the first time a Chinese company decided to...
国内设计院上市常见法律问题

Common legal issues in listing domestic design institutes

By Yuan Yueyun, Grandway Law Offices
Recent years have witnessed a nationwide surge in design institute IPOs. So far, more than 30 design institutes have listed, while other strong and well-known candidates are preparing their own IPOs. In an increasingly...
Han Kun advises on REIT bonanza

Han Kun advises on REIT bonanza

China’s first REIT public offering this year and the biggest transaction volume so far raised RMB9.4 billion (USD1.42 billion) with partners from Han Kun Law offices advising. Huaxia China Communications Construction Company (Huaxia CCCC) REIT...
Analysis of equity-debt structures of quasi-REITs

Analysis of equity-debt structures of quasi-REITs

By Mathew Ching and Chen Jiahui, Jingtian & Gongcheng
When setting up a new special purpose vehicle (SPV), shareholder loans from private equity funds and reverse mergers between the SPV and project company are considered the most ingenious deal arrangements in the conventional...

Audit committee overhaul under new listco rules

By Wang Yuanyuan, Grandway Law Offices
Under registration-based listing, regulators are paying more attention to the completeness of internal controls of prospective listed companies, particularly the establishment and operation of audit committees under the board of directors. The draft for comments...
邱莉,志霖律师事务所,简析内幕信息敏感期的认定

Determining ‘sensitive period’ of insider information

By Qiu Li, Zhilin Law Firm
Insider trading in securities has been a focus of investigation and crackdown by securities regulatory authorities around the world, but difficulties in the identification criteria remain. This article discusses determination criteria for the ‘sensitive...
Affirming the right of action for bondholders Xu Yu

Affirming the right of action for bondholders

By Xu Yu, Hylands Law Firm
This article’s case concerns Shaoxing Zhongfu Holdings’ issuance of the Zhongfu Holding private placement note (PPN), a financial instrument product with security provided by Jinggong Group, underwritten and managed by Taihehui Investment Management (Kunshan)...
Criminal compliance risks in disclosures of listed companies Liu Huaying

Criminal compliance risks in disclosures of listed companies

By Liu Huaying, Grandway Law Offices
Listed companies have faced growing scrutiny in recent years of their information disclosure, as well as increasingly prominent criminal risks for violations, especially with the issue of Several Opinions of the Supreme People’s Court...
Determining validity of cross-border future trading contracts

Exploring validity of cross-border futures trading contracts

By Xu Zhihe and Wang Yuan, SHIAC
The claimant, a Chinese citizen, and the respondent, a Singaporean citizen, entered into an Account Mandate Management Contract dated 20 September 2017. The contract provides that the claimant entrusts the respondent with the opening...
Common excuses SOE personnel use to dodge liability Wang Yong Zhao Shuyan

Common excuses SOE personnel use to dodge liability

By Wang Yong and Zhao Shuyan, DOCVIT Law Firm
When seeking to avoid liability for damages arising from work practices, state-owned enterprises (SOEs) often fall back on three basic excuses: Collective decision-making; following a superior’s orders; and having a non-professional background. The underlying...
Compliance of listed companies with new regulations on external security Yao Xiaomin Wang Yumo

Compliance of listed companies with new regulations on external security

By Yao Xiaomin and Wang Yumo, Lantai Partners
An alarming number of companies – many listed – became mired in debt and were even pushed to the edge of bankruptcy in recent years due to the illegal provision of external security. To...
DOTY-CBLJ-2021-L2

Deals of the year 2021

Deals of the year 2022 Deals of the year 2020  Deals of the year 2019 We look back at the most significant transactions and disputes of last year as we ring in the year of...
Is-guaranteed-minimum-income-in-private-placements-effective-L

Is guaranteed minimum income in private placements effective?

By Liu Shanqiao, ETR Law Firm
Disputes over investment and financing of listed companies, due to the large amounts and the complex legal issues involved, are subject to heated debate once litigated, and the final judgment can have wide ramifications...
Priced-to-please-L3video

Priced to please

By Luna Jin
While several practice areas have been particularly active this year, Chinese law firms are actively optimising their billing arrangements to meet the rising demand for high-quality services in a legal market where fee structures...
Must-creditors-review-external-guarantee-disclosures-L

Must creditors review external guarantee disclosures?

By Yao Xiaomin and Xue Yuan, Lantai Partners
Since the implementation of the Civil Code, a series of judicial interpretations have been issued to clarify the law’s implementation. One such document, the Interpretations of the Supreme People’s Court on Application of the...
Lexicon

‘Twin Peaks’ financial regulation

By Andrew Godwin
SINCE 1998, almost 80% of OECD countries have changed their regulatory architecture. The growing complexity of financial products, the increasing challenge of regulating large financial conglomerates, and the global financial crisis (GFC) have made effective...
China-Business-Law-Journal--ABS-market-seeks-alternative-financing-avenues

Finding the finance

China’s ABS market has pulled off a remarkable recovery since the pandemic, but the real estate credit crunch and other economic risks have forced businesses to seek new avenues for financing, writes Sophia Luo Amid...
Fang Rong Partner Han Kun Law Offices

C-REIT pilot projects and development prospects

By Fang Rong, Han Kun Law Offices
The first nine pilot projects for publicly offered infrastructure funds were listed on the Shanghai and Shenzhen stock exchanges on 21 June 2021, marking the official birth of China Real Estate Investment Trusts (C-REITs). To...
China-Carbon-neutral-ABN-asset-backed-notes

Seizing new opportunities in national strategies: Carbon neutral ABN

By Luan Jianhai, Commerce & Finance Law Offices
At the 75th session of the UN General Assembly in September 2020, President Xi Jinping pledged that China would “adopt more vigorous policies and measures” to ensure the nation’s carbon dioxide emissions peaked no...
芝麻开门OPENSESAME

Open sesame

China has opened the gates to foreign fund managers, giving them unprecedented access to the world’s second-largest asset management market. But it will not all be a magic carpet ride for the aspirants as...
CBLJ-2021-July-August-M&A

M&A

Fangda Partners assisted JP Morgan in becoming the first foreign bank in China to have a sole controlling shareholding in its securities company via acquiring equity from five domestic shareholders, upon recent approval from...
Securing large damages in IP infringement litigation, 如何在知识产权侵权诉讼中获取高额赔偿?, Liu Ji and Jin Xiao, CCPIT Patent and Trademark Law Officevideo

Securing large damages in IP infringement litigation

By Liu Ji and Jin Xiao, CCPIT Patent and Trademark Law Office
As China steps up intellectual property protection, infringers’ annual financial reports and petitioning for the taking of evidence could convince courts to award rights holders big damages payouts In recent years, with the intensified efforts...
ZHEJIANG IN A NUTSHELL, 浙江攻略

Zhejiang in a nutshell

Zhejiang province is home to China's silicon valley, Hangzhou, and is at the heart of the country's innovation drive. With the blistering growth of the region's private enterprises, Zhejiang's legal market is among the...
New listings june, 上市

New listing

Didi Chuxing, China’s largest ride-hailing company, raised USD4.4 billion in its IPO on the New York Stock Exchange, achieving a valuation of about USD80 billion. It is the biggest Chinese share offering in the...
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

Deals of the year 2022 Deals of the year 2021  Deals of the year 2019 China Business Law Journal’s editorial team has selected the top China-related deals for 2020, recognising their outstanding achievements The pandemic of...
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

Deals of the year 2022 Deals of the year 2021  Deals of the year 2020 China Business Law Journal’s editorial team selected outstanding China-related deals and cases in 2019, applauding remarkable legal efforts  Our winning deals...
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...
郁岩-YU-YAN-天元律师事务所合伙人-Partner,-Tian-Yuan-Law-Firm

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...

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