Industry sectors

With the continuous development and business innovation of the financial industry, various businesses of banks have developed rapidly. However, along with the continuous development of businesses, many problems have gradually emerged and individual risks occur from time to time. Based on a thorough understanding of China's legal and business environment and a good grasp of legal practice, our lawyers have a deep understanding of the needs of our banking clients and are able to provide them with practical and appropriate solutions, as well as forward-looking and pioneering professional advice. 
 

I. Non-litigation Business in Banks and the Financial Sector


1、 Commercial Loans and Structured Debt Financing
(1) Bilateral Loans and Syndicated Loans
•    Providing legal advice for the design and adjustment of standard terms of loan contracts;
•    Providing legal services for the Lead Bank’s syndicated loan disbursement;
•    Providing legal services to member banks that participate in syndicated loans. 
(2) Project Financing (Real Estate Financing, Infrastructure Financing)
•    Assisting a Finance Party in the establishment of the Project Company;
•    Conducting due diligence (including environmental and tax due diligence);
•    Financing transaction structure structure design;
•    Drafting and review of transaction documents (including safety documents, EPC contract, etc.);
•    Assist in negotiating;
•    Assisting in handling such issues as land, taxation and foreign exchange control in the project financing; and
•    Assisting in going through the procedures for project examination, approval and registration with government agencies. 
(3) Asset Financing (Aircraft Financing, Ship Financing, Commodities Financing, etc.)
•    Assisting in designing asset financing plan;
•    Assisting the department in charge in handling asset purchase applications;
•    Assisting financing to apply for bank guarantees, etc.;
•    Assisting a Finance Party in drafting and amending transaction documents such as credit contracts;
•    Assisting in negotiating;
•    Assisting the Finance Parties in their legal due diligence checks on the Finance Parties and the assets. 
(4) Merger and Acquisition and Leverage Financing (Including Cross-border Merger and Acquisition Loans and Privatization and Delisting Financing)
•    Assisting initiators in formulating plans for acquisition and privatization delisting;
•    Assisting the Acquiring Party in conducting legal due diligence investigation on the Acquired Party;
•    Assisting the Acquirer in negotiations with the Acquired Party;
•    Assisting the acquirer/project company in applying to financial institutions for bridge or other transitional financing;
•    Assisting the Acquirer/Project Company in handling legal matters such as change in registration with relevant administration for industry and commerce after the acquisition. 

2、 Debt Capital Markets
(1) Bonds of Financial Enterprises (Financial bonds, Subordinated Debts, Secondary Capital Debts, etc.)
•    Conducting legal due diligence;
•    Drafting relevant approval and authorization documents required for the issuance of the Financial Bonds;
•    Assisting in the preparation of issuance application documents and in completing examination and approval procedures required by competent departments;
•    Reviewing the documents in relation to the issuance of the Financial Bond and issue a legal opinion;
•    Replying to feedback from the regulatory authorities, and communicate with the examination and approval authorities on project information;
•    Other legal work related to the issuance of financial bonds. 
(2) Exchange Market Bonds (Corporate Bonds, Enterprise Bonds, Convertible Bonds, Exchangeable Bonds, Separable Bonds, etc.)
•    Formulating a legal service scheme;
•    Providing legal advice on the issuance of the Bonds and assist the drafting of relevant approval and authorization documents;
•    Carrying out legal due diligence investigations on the issuer and its important subsidiaries;
•    Communicating with other intermediaries and discussing important matters relating to the present offering;
•    Issuing a legal opinion in respect of this offering;
•    Drafting supplementary legal opinions according to the feedback opinions of the regulatory department; 
•    Other legal work in connection with the issuance. 
(3) Interbank Market Bonds (Short-Term Financing Bills, Interim Notes, Super-short-term Financing, etc.)
•    Formulating a legal service scheme;
•    Providing legal advice on the issuance of the Bonds and assist the drafting of relevant approval and authorization documents;
•    Conducting legal due diligence investigation on the issuer and its important subsidiaries;
•    Verifing the registration with the NAFMII; 
•    Analyzing and discuss major legal matters and potential legal risks with other intermediaries; 
•    Issuing a legal opinion;
•    Drafting supplementary legal opinions according to the feedback opinions of regulatory authorities; 
•    Other legal work in connection with the issuance. 
(4) Asset- backed Securities (Securitization of Credit Assets, Securitization of Non-performing Assets, Securitization of Leasing Assets, Securitization of Special Assets, Asset- backed Notes, Real Estate Investment Trust, etc.)
•    Formulating a legal service scheme;
•    Participating in transaction architecture design;
•    Providing legal advice on necessary approvals, authorizations and other relevant matters of issuance;
•    Conducting legal due diligence on the underlying assets and the specific originators;
•    Drafting relevant transaction documents;
•    Issuing a legal opinion;
•    Drafting supplementary legal opinions according to the feedback opinions of the regulatory department; 
•    Examining the compliance of asset securitization products;
•    Other legal work relating to asset securitization projects. 
(5) PRC Law Services for Offshore Bonds
•    Carrying out legal due diligence on bond issuance matters in combination with domestic and foreign regulatory requirements;
•    Issuing legal opinions in combination with domestic and overseas regulatory requirements; 
•    Discussing the main terms of bond issuance and point out the legal risks;
•    Connecting with other domestic and overseas intermediaries;
•    Other PRC law work in relation to the Offshore Bond Issue. 

3、 Financial Derivatives and Financial Innovation
•    Designing, drafting and legal demonstration of standard contracts;
•    Drafting, modification and review of non-standard contracts;
•    Drafting of trading place rules, internal governance and compliance;
•    Drafting of rules, internal governance and compliance of clearing institutions;
•    Transactions, delivery and settlement of financial derivatives;
•    Internal governance and compliance of the futures company;
•    Stocking option and OTC derivatives business of securities companies; 
•    Banking financial derivatives business;
•    Business of financial derivatives of state-owned enterprises;
•    Regulation and compliance of the cross-border financial derivative product transactions;
•    Smart contracts and digital assets;
•    Settlement of disputes over financial derivatives;
•    Consultation and suggestions from regulatory authorities, legislative bodies and judicial bodies. 

4、 Finance Leases
(1) Transaction Structure and Security Structure Design for Financial Leasing
(2) Drafting, Review and Negotiation of Financial Leasing Legal Documents
(3) Due Diligence of the Leased Property and the Persons Related to the Lease
(4) Financing and Assets Transactions Related to Leases (Purchase of Special Types of Leased Items)

•    Assisting in handling letters of credit;
•    Applying to the bank for financing loans by assisting the purchase of leased assets;
•    Assisting in legal due diligence investigation. 
(5) Establishment and Merger & Acquisition of Leasing Companies
•    Assisting in applying to the competent department of finance for the operation permit of financial institutions;
•    Assisting in preparing the industrial and commercial registration application documents;
•    Assisting the establishment of a foreign-capital financial leasing company in filing an application with the corresponding commerce department;
•    In respect of the acquiring party to the M&A leasing company, assisting in designing M&A plans, conducting commercial negotiations, completing transaction closing and effecting changes in registered industrial and commercial items, etc. 

5、 Account Receivable Financing and Factoring
•    Assisting in the determination of rights to accounts receivables, and issuing opinions on the authenticity, legality and validity thereof;
•    Assisting with the verification of the legality of the assignment of accounts receivable;
•    Assisting in drafting transaction documents such as receivables confirmation, transfer notification letter/pledge agreement;
•    Assisting the Finance Parties/Fund Parties in drafting rules on receivables management;
•    Assisting with the verification of encumbrances of Accounts Receivable and completing Accounts Receivable assignment/pledge registration. 

6、 Supply Chain Finance Business
•    Assisting to demonstrate the compliance of supply chain financial model and issue the memorandum;
•    Assisting the fund providers in conducting legal due diligence on the core entities;
•    Assisting in business negotiation;
•    Assisting in drafting transaction documents;
•    Assisting with the transfer of accounts receivable and registration of pledge;

7、 Compliance In Banking and Financial Business
(1) Demonstration of Business Compliance

•    Argumentation of the compliance of financial derivative products and structural financing;
•    Providing legal consultancy services on the compliance issues relating to the domestic operations of overseas financial institutions;
•    Paying attention to the regulatory developments and impact of the new regulations on the banking industry, and make proposals in response thereto;
•    Assisting the financial enterprises in prudently fulfilling the investor suitability obligations;
•    Compliance and risk control of the financing and daily business of other financial institutions. 
(2) Standard Text Preparation
According to the existing laws and regulatory provisions, prepare standard format contracts, letters of authorization, risk subscription forms and other texts for bank loan business, loan business, wealth management business, private banking business and other business. 
(3) Business Systems and Business Process Management
•    Drafting and improving business operation specifications and guidelines in accordance with existing laws and regulatory provisions;
•    Checking the business processes in an overall manner and proposing legal rectification plans for risks related to all business links;
•    Providing legal consulting, training and other services on business compliance system and process. 
(4) Regulatory Investigation Response and Crisis Management
•    Carrying out the examination of legal risks and giving a legal risk warning for any administrative punishment or administrative supervisory measure or investigation as made by a regulatory institution;
•    Providing legal advice on public relations risk management plans in response to negative media coverage. 
(5) Banking Overseas Institution Compliance
•    Sorting out prohibitive provisions and remind the bank of the red line and bottom line of overseas operation in accordance with the laws and regulations of the host country and relevant international rules;
•    Assisting in establishing a sound overseas compliance management system and a compliance risk identification and early warning mechanism;
•    Assisting the outbound agency in developing anti-money laundering, anti-corruption, anti-terrorism and other internal management systems;
•    Assisting in the regular investigation and straightening out of the legal compliance status of the overseas business of a bank through multi-lateral development banks;
•    Providing compliance training for relevant business personnel according to the requirements of clients. 

8、 Establishment, Change and Merger and Acquisition of Financial Institutions
(1) Strategies for Entry of Financial Institutions

•    Communicating with regulatory authorities on business access issues of domestic financial institutions;
•    Assisting in handling the access permission of financial institutions. 
(2) Establishment and Modification of Financial Institutions (Legal Person Institutions, Branches)
•    Assisting in the establishment of financial enterprises or branches, including the preparation of incorporation documents, the design of internal systems, the application for administrative licensing, etc.;
•    Assisting the financial enterprise in modifying its business scope, including preparing application documents, formulating internal management rules, drafting business standard texts, etc. according to the regulatory requirements;
•    Assisting financial enterprises in withdrawing from the relevant market. 
(3) Merger and Acquisition of Banks, Insurance Companies,Trust Companies and Other Licensed Institutions
•    Assisting the Acquiring Party in designing the merger plan, including equity acquisition, license acquisition, etc.;
•    Assisting the Acquiring Party in conducting legal due diligence investigation on the Acquired Party;
•    Assisting in applying for approval of shareholder qualification, and handling the change of financial license and industrial and commercial information. 

9、 Asset Management (Including Trust and Insurance Asset Management)
(1) Establishment and Merger and Acquisition of Public or Private Fund Management Companies

•    Providing legal schemes for establishing or acquiring a fund management company;
•    Assisting in the design and establishment of the equity structure and governance structure of the fund manager;
•    Assisting with the establishment of the Manager’s team and verify the number of senior officers, employees, etc. and the professional competence requirements;
•    Inspecting the compliance of the Fund Manager and provide the rectification plan;
•    Issuing legal opinions on the registration or change of the private fund manager;
•    Drafting, reviewing and modifying the whole set of documents on the establishment, change and registration of fund managers;
•    Assisting with industrial and commercial registration, industrial and commercial amendment and system filing;
•    Assisting in communicating with regulatory departments and trade associations, and replying to relevant feedbacks or inquiries. 
(2) Design and Issuance of Publicly Offered and Privately Offered Fund Products, Trust Plans and Various Asset Management Plans
•    Assisting in the design and demonstration of the overall plan for the establishment of the fund/trust product/asset management plan;
•    Drafting, reviewing and revising the entire set of trading documents established by the asset management plan such as the fund agreement and other fund products/trust contract and other trust product/asset service agreements;
•    Drafting, reviewing and modifying the complete set of application documents for record-filing of funds/trust products;
•    Issuing legal opinion for the filing of fund products/trust plan/asset management plan;
•    Combining clients’ needs with solutions and recommendations to the legal issues that may arise from time to time in the establishment of different types of fund raising/trust plans/asset management plans;
•    Assisting with the communication with regulatory authorities and industry associations, and respond to relevant feedbacks or inquiries;
•    Reminding the legal issues arising from the establishment, offering and filing of the fund/trust product/asset management plan, and provide pertinent suggestions. 
(3) Compliant Operation of Publicly Offered and Privately Offered Fund Products, Trust Plans and Various Asset Management Plans
•    Assisting the fund manager and the private equity fund in establishing an internal control system and implementing risk control measures;
•    Assisting the fund manager and the private equity fund in improving the investment process, and assist in completing the establishment and implementation of the post-investment supervision mechanism;
•    Assisting the trustee of the trust plan and the manager of the asset management plan in demonstrating the compliance of the use of proceeds;
•    Providing compliance services for the daily operation of the Private Fund;
•    Prompting and assist private fund managers and private funds to complete the annual reporting, fund self-examination and other compliance procedures in a timely manner according to laws and regulations and regulatory policies; 
•    Assisting in the design of project exit plans, drafting of complete legal documents and negotiations. 
(4) Design, Issuance and Compliant Operation of Insurance Asset Management Products (Including Insurance Debt Investment Scheme, Equity Investment Scheme, Real Estate Investment Scheme, Project Asset -Backed Scheme, etc)
•    Designing the structure and issuance plan for insurance asset management products;
•    Demonstrating the compliance of the insurance asset management product and issue a legal opinion; 
•    Assisting the manager to establish risk isolation measures and improve risk control measures;
•    Demonstrating the compliance of the use of funds raised via insurance asset management products and issue compliance opinions. 
(5) Cross-border fund business such as QFII, RQFII, QDII, QDIE and QDLP
•    Cross-border fund compliance review;
•    Issuing legal opinions for the establishment of cross-border fund;
•    Examination of the compliance of the investment direction of the funds;
•    Assisting filing of fund products. 
(6) Wealth Management and Family Trusts
•    Providing legal advisory or advisory services in connection with family consultations and negotiations regarding significant and complicated marriage, property inheritance of domestic or overseas clients of high net worth;
•    Consultation and negotiation on other wealth management issues of high net worth customers and families at home and abroad;
•    Protection of domestic and foreign personal or family wealth and succession planning;
•    Daily counsel in relation to personal and family wealth management laws;
•    Cooperating with overseas intermediaries to connect with individuals and families in global wealth management business;
•    Attending overseas courts as expert witnesses in family matters for investigation. 

10、 Debt Restructuring, Bankruptcy Reorganization and Special Opportunity Investment
(1) Debt Restructuring

•    Analysis of the debtor's debt structure, help choose a way of debt restructuring;
•    Assisting debtors and creditors in negotiating debt restructuring proposals;
•    Assistance in the preparation/modification of the agreement documents in the debt restructuring. 
(2) Financing and M&A of Enterprises in Financial Difficulties
•    Assisting in formulation and amendment of financing/merger proposal and conduct of business negotiations;
•    Carrying out legal due diligence on the invested enterprise; 
•    Assisting in introducing strategic investors;
•    Drafting and revising investment/merger and acquisition agreements, loan contracts and other transaction documents;
•    Assisting the fulfillment of the closing and complete the AIC change registration. 
(3) Settlement of Bonds Default
•    Assisting in the formulation of an overall response plan, the improvement of information disclosure, and the provision of legal services with respect to refinancing for bond issuers;
•    For bond holders, assisting in the due diligence of subjects in default, attending general meetings of bond holders, and assisting in the disposal of defaulted bonds;
•    For bond trustees, assist in reviewing their performance risks and provide legal advice on the collective rights protection of investors and other services. 
(4) Disposal of Bad Assets
•    Making in-depth legal due diligence on the disposal of non-performing assets;
•    Assisting the investor to find the transferee, formulate the quick realization plan, prompt the related legal risk;
•    Solving legal problems and potential risks in respect of the asset financing plan, asset transfer, splitting, divestiture and other links, and issuing legal analysis opinions and risk warning reports; 
•    Drafting trading documents on the transfer or divestiture of non-performing assets. 
(5) Participation on Behalf of Creditors, Debtors or Other Relevant Parties in Bankruptcy, Reorganization or Liquidation
•    Assisting in determining conditions of reorganization;
•    Carrying out legal due diligence on the debtor;
•    Assisting in establishing the reorganization plan;
•    Participating in the creditors' meeting on behalf of the creditors;
•    Acting as an agent to apply for bankruptcy reorganization and liquidation;
•    Assisting with the declaration of creditor’s rights;
•    Assisting in monitoring the implementation of the reorganization programme;
•    Review the appraisal and distribution plan of the bankruptcy property. 
 

II. Dispute Resolution Business in Banking and Financial Sectors

•    Carrying on the overall analysis and the appraisal to the case;
•    Drafting legal instruments such as pleadings/applications for arbitration;
•    Taking preservation measures;
•    Participating in a court hearing;
•    Assisting in bringing an appeal;
•    Assisting in the retrial proceedings;
•    Assisting in the enforcement of a valid judgment;
•    Assisting in settlement negotiations with the other party, and drafting and amending settlement agreements; 
•    Providing day-to-day legal adv
•    ice and professional advice relevant to dispute resolution. 
Team members