Capital Markets＆Corporate Compliance

The Capital Markets and Corporate Compliance Group is one of the professional service Groups of Wang Jing & GH Law Firm formed based on division of expertise and collaboration. The Group, led by senior partner Mr. Sha Qilin, comprises senior partners and other experts in capital market operation and corporate compliance practices. The Group provides efficient, reliable and personalized legal services as well as related value-added services in capital markets and corporate compliance practices, including securities issuance and listing, merger and reverse merger, asset-backed securitization, private equity, investment and financing, funds and trusts, state-owned assets management, enterprise restructuring and mixed ownership reform, corporate general compliance, corporate special compliance, BOT, tenders and bidding.

Scope of Service

Corporate Compliance: 1.Provided regular legal counsel services to achieve overall compliance and daily operation compliance of enterprises

2.Having expertise and rich experience in the following compliance areas;
(1)Overseas anti-corruption compliance services to foreign-related enterprises in Chinese, English, French, Italian, and Arabic languages;
(2)Anti-forced-labor compliance service for foreign-related business;
(3)Compliance related to transfer, evaluation and transaction of state-owned property rights of enterprises, and merger, acquisition, reorganization and change in property rights;
(4)Appraisal, audit, AIC, tax, land management and other compliance matters during the restructuring process of state-owned enterprises;
(5)Compliance concerning the incentive and restraint mechanisms for the management of state-owned enterprises;
(6)Establishment and improvement of employee equity incentives, equity structure and shareholders’ rights;
(7)Prevention and coordination of disputes over shareholders’ rights and interests.

3.Business compliance training as requested by clients

Capital Markets: 1.Stock and Bond Issuance, ABS, Stock Pledge Repo
(1)Assisted in the conversion of a limited liability company into a company limited by shares for the purpose of listing;
(2)Advised on state-owned enterprise restructuring, drafted state-owned enterprise equity plan and provided compliance advice;
(3)Pre-IPO compliance and issuance coach, and reviewed, modified and prepared legal documents on company incorporation and issuance, listing and underwriting of securities, etc.;
(4)Advised on seasoned equity offering and rights issue by listed companies;
(5)Advised on issuance of corporate bonds and enterprise bonds in stock exchange markets and inter-bank markets.

2.Equity Investment Funds, Securities Investment Funds, Buyout Funds
(1)Participation in acquisitions of listed companies and material asset restructurings;
(2)Compliance services such as filing and registration of fund managers, fund establishment and fund raising plans;
(3)Compliance services for funds, trusts, collective capital plans and other assets management products;
(4)Compliance operation, risk identification and risk control of securities investment funds and equity investment funds;
(5)Legal due diligence, liquidations of assets and review of reports for funds liquidation

3.Trust, Commercial Factoring
(1)Legal due diligence on underlying assets and underlying contracts;
(2)Legal services relating to investment or financing structures, credit enhancement, etc.

Capital Markets＆Corporate Compliance

Scope of Service

High-profiled Cases

Corporate compliance

Intellectual property compliance: compliance solution for an online game adapted from a movie works

Government procurement: assisted in dealing with disputes over procurement compliance in a large-scale international project

Administrative approval by CSRC

Administrative approval by CBRC: advised on investor’s eligibility and compliance for investing a nonlocal city commercial bank

Management and compliance of state-owned assets: restructuring of a state-owned company in Guangzhou

Non-typical capital business: notarization of stock-pledged repurchase; arbitration of commercial factoring disputes

Company acquisition: legal due diligence and legal opinions on the acquisition of a futures company

Advised several private investment fund managers and fund investments

Private convertible bond: major onshore and offshore financing (preferred shares, Euro convertible bonds)

A number of private equities, such as a mobile internet start-up enterprise (angel round); A round (Tencent) and B round (Alibaba + Tencent)

Acquisition fund: compliance advice on the implementation of an acquisition project involving RMB 26.1 billion via a trust collective fund plan

Advised on a major debt restructuring of a domestic company listed in Singapore

Supervision of listed companies: advised on lifting the administrative supervision measures over an A-share listed company to remove the restriction on the voting rights of the company’s actual controller (a foreign party) and drafted the implementation plan

Acquisition of listed companies (overseas): acquisition of a shell (NASDAQ OTCBB)

Acquisition of listed companies (domestic): assisted a private enterprise in its acquisition of a state-owned listed company

Advised on several public share transfers on NEEQ, including a science and technology manufacturing holding company in Guangdong and an art enterprise

IPO(A-shares): provided restructuring and IPO services for a state-owned enterprise

Academic Researches

Honorary Awards

Main recommended lawyer

Sha Qilin

Senior Partner

Capital Markets＆Corporate Compliance

Jeff Yang

Director丨Senior Partner

Internet and Digital Economy

Liang Han

Senior Partner

Criminal Law Service

Mengyan Huang

Senior Partner

Labor Law