Expansion & Capital Markets

We provide full-service M&A support from target identification through post-closing integration: financial, legal, IP, and regulatory due diligence; transaction structuring (asset deal vs. equity deal); negotiation and drafting of the SPA and SHA; and the regulatory approvals — foreign-investment filing, security review where the target is sensitive, and antitrust merger control if turnover thresholds are triggered.

In China, diligence must look past the documents: title to real estate, contingent tax liabilities, undisclosed related-party transactions, and the validity of IP assignments are the places deals quietly unravel. We are as interested in what is missing as in what is disclosed.

We issue PRC legal opinions for Hong Kong IPOs (red-chip and H-share structures), US listings, and A-share markets including the STAR Market and ChiNext. The PRC-law workstreams are the ones that most often delay or derail a listing: VIE opinion letters, Circular 37 / Circular 7 SAFE compliance for founders and employee share plans, and restructuring of related-party transactions to satisfy listing rules.

We work alongside your underwriters and offshore counsel, handling the China-side diligence, opinions, and regulator-facing pieces so the timeline holds.

We structure and document onshore and offshore financings: PRC-law-governed loan agreements and security packages (mortgages, pledges, guarantees), foreign-debt registration with SAFE, and cross-border security and guarantee registration. Getting a pledge over equity or receivables right in China requires attention to registration mechanics that differ from common-law jurisdictions — an unperfected security interest is worth little in an enforcement scenario.

We also handle intercompany loan compliance and the interface between your group's financing structure and Chinese capital controls.

Groups with multiple China entities often reach a point where the structure needs to be rationalized: mergers and divisions under the Company Law, capital reduction, business-line transfers, and the unwinding of legacy JV arrangements to prepare for a new strategic direction or an exit.

Restructuring in China is procedure-heavy — creditor notice, employee consultation, tax clearance, and deregistration each have their own sequence — and doing it in the wrong order can create tax events or leave orphan entities behind. We plan the sequence to be tax-efficient and regulator-clean.

China's merger-control regime has grown teeth. SAMR now scrutinizes transactions with no obvious China nexus under expanded turnover thresholds and has signaled scrutiny of so-called "killer acquisitions" in technology. Gun-jumping — closing before clearance — carries real penalties, including orders to unwind.

We run pre-transaction analysis of filing obligations, prepare and submit the filing, and engage with SAMR through the review period — including identifying when a transaction can rely on a simplified procedure or a filing exemption.

Under the Technology Import and Export Administration Regulations, technology is classified as freely transferable, restricted (license required), or prohibited — and the classification, not your contract, determines what you may do. Technology import/export agreements must be registered or licensed with MOFCOM, and the treatment of improvements and derivative IP is a recurring source of dispute.

We classify your technology, structure licensing and assignment arrangements, and handle registration — ensuring the improvements your China team generates are owned by the right party under PRC law.