From incorporation to IPO, daily compliance to dispute resolution — we provide foreign enterprises with comprehensive, stage-by-stage legal counsel grounded in 17 years of cross-border practice.
"The most valuable legal service is not simply telling clients that Chinese law is different — it is providing a practical path that satisfies Chinese regulatory requirements without dismantling their global business model."
Choosing the right entity structure is the single most consequential decision for a foreign company entering China. The wrong choice can mean years of restructuring, tax inefficiency, or even forced divestment. We help you get it right from day one.
Strategic advice on WFOE vs. Joint Venture vs. Representative Office vs. Branch — factoring in your industry, business scope, capital requirements, and liability preferences. We model the tax, foreign exchange, and operational implications of each structure.
Assessment of your industry against China's Special Administrative Measures (Negative List) for Foreign Investment — identifying whether your sector is Encouraged, Permitted, Restricted, or Prohibited, and designing the optimal market-access strategy.
For restricted industries (TMT, education, healthcare services), we design and implement Variable Interest Entity structures — including the全套协议 (WFOE agreements, equity pledge, exclusive option, proxy, and spousal consent) — with an eye toward enforceability and future exit.
Comparative analysis of free trade zones, high-tech zones, comprehensive bonded zones, and local development zones — negotiating tax rebates, rent subsidies, and talent incentives with local governments on your behalf.
Negotiation and drafting of JV contracts and articles of association with Chinese partners — including equity ratios, board composition, reserved matters, deadlock resolution mechanisms, tag-along/drag-along rights, and exit valuation formulas. The quality of your JV agreement determines whether you can exit if things go wrong.
Pre-market trademark registration in Chinese classes, invention and utility model patent filings, design patent applications, and domain name acquisition — all before public disclosure of your China plans. We also handle trademark squatting disputes when prevention comes too late.
Once operational in China, foreign enterprises face a dense web of regulatory obligations spanning corporate governance, labor, tax, foreign exchange, data privacy, customs, and advertising. A single misstep can trigger cascading consequences across multiple agencies.
Advising on board and shareholder meeting procedures, legal representative authority and liability (significantly expanded under the 2024 Company Law), and the critical but often misunderstood topic of company chops (公章/法人章/财务章) — including custody protocols and dispute response when a legal representative refuses to surrender the chops.
Drafting employment contracts, employee handbooks, and confidentiality/IP assignment agreements compliant with PRC Labor Contract Law. Advisory on: expatriate work permits and residence visas, social insurance obligations, overtime and working hours, non-compete enforcement (employer must pay monthly compensation), and the high-stakes terrain of unilateral termination — where employers face a ~70% loss rate in arbitration.
Corporate income tax, VAT, withholding tax on cross-border payments, and the application of Double Taxation Agreements (DTAs). Transfer pricing documentation and advance pricing arrangements (APAs). Managing the interface between your global tax structure and Chinese rules on related-party transactions.
Navigating SAFE regulations on: profit repatriation (requires audited financials and tax clearance certificate — budget 3–6 months), capital injections and capital account settlements, foreign debt registration and quota management, and cross-border cash pooling structures for multinational groups.
China's Personal Information Protection Law (PIPL) imposes obligations that parallel and in some respects exceed GDPR. We handle: data mapping and classification, privacy notices and consent mechanisms for customers and employees, data processor agreements, cross-border data transfer (security assessment vs. standard contract vs. certification), and response to data security incidents.
AEO (Authorized Economic Operator) certification for customs facilitation, tariff classification and customs valuation disputes, rules of origin (especially important amid shifting supply chains), import licensing for regulated products, and export control compliance under China's Export Control Law — including dual-use item classification.
Review of marketing materials for compliance with PRC Advertising Law (prohibited superlatives, comparative advertising restrictions), sector-specific promotion rules, and the regulatory gray zone of KOL/KOC marketing and livestream e-commerce. Cross-border data collection via marketing platforms adds a PIPL dimension.
Environmental impact assessment (EIA) and discharge permitting, workplace safety compliance (especially for manufacturing facilities), carbon emission trading obligations, and ESG reporting requirements increasingly flowing down from global headquarters to Chinese subsidiaries — including supply chain due diligence on forced labor and environmental practices.
As your China business scales — through M&A, new rounds of financing, or a public listing — the legal complexity compounds. Each transaction touches multiple regulatory agencies, and each structure has implications for tax, foreign exchange, and your eventual exit.
Full-service M&A support: target identification and due diligence (financial, legal, IP, regulatory), transaction structuring (asset deal vs. equity deal), negotiation and drafting of SPA/SHA, regulatory approvals (foreign investment filing or security review, antitrust merger control if thresholds are triggered), and post-closing integration.
PRC legal opinions for Hong Kong IPOs (red-chip and H-share structures), US listings, and A-share markets (including the STAR Board and ChiNext). Key workstreams: VIE opinion letters, 37号文 / 7号文 SAFE circular compliance for founders and ESOP, and restructuring of related-party transactions to satisfy listing rules.
Structuring and documenting onshore and offshore financings: PRC-law-governed loan agreements and security packages (mortgages, pledges, guarantees), foreign debt registration with SAFE, cross-border security and guarantee registration, and intercompany loan compliance.
Group structure optimization across multiple China entities: mergers and divisions under PRC Company Law, capital reduction, business line transfers, and the unwinding or restructuring of legacy JV arrangements to prepare for a new strategic direction or exit.
Pre-transaction analysis of merger control filing obligations (including for transactions with no China nexus — the new turnover thresholds and SAMR's expanded jurisdiction over killer acquisitions), preparation and submission of the filing, and engagement with SAMR during the review period.
Classification of technology under China's Technology Import and Export Administration Regulations: whether your technology is "freely transferable," "restricted" (requiring a license), or "prohibited." Registration or licensing of technology import/export agreements with MOFCOM, and handling of improvements and derivative IP.
Whether exiting a successful investment or managing a crisis, this stage demands precision and speed. We bring 17 years of litigation and arbitration experience across CIETAC, UNCITRAL, and PRC courts — plus the strategic judgment to know when to fight, when to settle, and how to preserve value under pressure.
Structuring and executing the sale of your China business: buyer identification and negotiation, regulatory approvals for equity transfer, tax clearance and withholding on capital gains, and the mechanics of closing — including SAFE registration for repatriation of sale proceeds. We also handle distressed exits where the JV partner is uncooperative.
Representation in CIETAC, HKIAC, SIAC, and ICC arbitrations, and in PRC court litigation at all levels. Our experience spans: international sale of goods disputes, JV and shareholder disputes, distribution and agency termination claims, fraud and misrepresentation, and enforcement of foreign judgments and arbitral awards in China (and Chinese awards abroad).
Trademark infringement and counterfeiting actions (civil, administrative, and criminal), patent infringement litigation and invalidation defense, trade secret misappropriation claims (strengthened significantly by the 2020 Anti-Unfair Competition Law amendment), copyright enforcement, and cross-border e-commerce platform takedowns.
Defense of wrongful dismissal claims, enforcement of non-compete and confidentiality obligations against departing employees (especially sales and R&D personnel), managing mass layoffs (经济性裁员) with proper procedures and severance, and handling discrimination or harassment complaints.
Representation in regulatory investigations and enforcement actions by: State Administration for Market Regulation (SAMR — antitrust, unfair competition), tax authorities, customs, State Administration of Foreign Exchange (SAFE), cyberspace administration (data/privacy), and environmental protection bureaus. We manage the interface between the investigation and your global compliance obligations.
Internal investigations into commercial bribery (PRC Criminal Law Art. 164), embezzlement (Art. 271), and trade secret theft (Art. 219). We conduct privileged investigations, assess criminal exposure, negotiate with prosecutors, and coordinate with global counsel on parallel FCPA/UK Bribery Act exposure. Crisis management includes dawn raid response protocols.
We start by understanding your global strategy, business model, and risk tolerance — not just your immediate legal question.
We map your situation against the relevant Chinese regulatory framework and identify gaps, risks, and opportunities.
We design a practical solution that satisfies Chinese law while preserving your global operating model. No academic memos — actionable roadmaps.
We implement — whether that means drafting documents, filing with regulators, or appearing in court. We stay with you through completion.
Luo Wei is a Partner at Jiangsu Tianni Law Firm with 17 years of practice in international dispute resolution, cross-border investment, corporate governance, and equity structuring. His clients span the United States, the United Kingdom, Germany, France, Italy, Switzerland, Singapore, the UAE, Saudi Arabia, Japan, South Korea, and Australia.
Luo Wei serves on the Jiangsu Provincial Bar Association International Commercial Arbitration Committee, the Nanjing Bar Association Corporate Governance Committee, and is a member of the Young International Arbitration Group (YIAG) of the LCIA. He is an arbitrator of the Shigatse Arbitration Commission and was recognized as an Outstanding Foreign-Related Lawyer (2019–2022).
With a team of 100+ attorneys at Tianni Law Firm, Luo Wei handles matters ranging from routine corporate advisory to high-stakes international arbitration — always with the same philosophy: reduce risk, create value.
Whether you are evaluating China market entry, managing an operational compliance challenge, negotiating an M&A transaction, or facing a dispute — we bring 17 years of cross-border experience to your matter.
We work in English and Chinese, on your timeline. Initial consultations are confidential and without obligation.
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