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The International Business Department is one of the leading practice groups in JZJ.  All lawyers in this Department possess at least a Master's degree in law granted by some of the most prestigious law schools in China, and have received foreign legal education from overseas.  Some of them, having been engaged by foreign law firms overseas, also possess foreign legal work experience.  Equipped with excellent academic background and foreign experience, every member in this Department understands well the needs of foreign clients and is dedicated to providing practical legal solutions in relevant business contexts.

JZJ's international practice can be classified into four main areas: international financing, overseas corporate finance, international direct investment, and international dispute resolutions.

International Financing

With China's entry into the WTO together with increased economic integration, Chinese capital markets have vastly opened up with a huge volume increase in international financing businesses. 

Currently, China still exercises strict control over foreign exchange under capital account.  Chinese currency is not yet freely convertible, and foreign investment is still being restricted in China's capital market.  However, China's financial markets have already directly or indirectly interacted with international markets through various financial innovations and special institutional arrangements.  Foreign financial institutions (especially banking organizations) are now increasing their businesses in China, setting up branches or joint ventures or wholly foreign funded institutions to engage in RMB business and introducing advanced wealth management services.  Qualified Foreign Institutional Investor (QFII) system has been introduced into China's stock market.  Foreign investors are invited to participate in the disposal of non-performing loans. Domestic financial institutions are actively involved in innovative intermediary business and offshore business.  The cross-border foreign exchange transactions and financial derivatives business are being conducted at increasingly enormous scale. The healthy development of financial markets depends heavily on the establishment and comprehensiveness of the legal system.  Currently, China's capital markets offer tremendous opportunities.  With China's accession to the WTO and the rapid development of China's financial market, international finance has become one of the most important practice areas for Chinese lawyers.  JZJ is committed to serving international and local financial communities in many ways, including but not limited to conducting and pioneering in-depth research, engaging in legislative and international exchange activities, maintaining clear and open communication channels with regulatory authorities, providing both domestic and foreign financial institutions with financial market legal research services, advising on financial transactions such as syndication loan, project financing and financial innovations, restructuring of financial institutions and financial debts. 

As the first Chinese law office to become an associate member of the International Swaps and Derivatives Association (ISDA), JZJ has been advising a number of domestic and foreign financial institutions in respect of their derivatives transactions, and also actively participated in the formulation of and research on various derivatives related legal and regulatory rules.

Over the years, JZJ has rendered legal services to financial institutions, especially foreign financial institutions, in the following areas:

  • International loans and finance.  JZJ has advised on a variety of international financing arrangements, such as international commercial loans (including syndicated loans), foreign government loans, foreign government mixed loans, export credit and project finance, by way of reviewing, negotiating on and amending the relevant documents, drafting loan agreements and security agreements, and issuing legal opinions.
  • Financial innovation.  JZJ has advised a large number of internationally renowned financial institutions in respect of their banking business, foreign exchange, security, structured finance, precious metals, securities, and in particular, JZJ is proud to possess much unique and rich expertise in derivatives transactions.
  • M&A, establishment and restructuring of financial institutions.  Representative projects: acting for two Swiss banks as their PRC counsel in their universal merger; advising several foreign financial institutions in the equity participation in PRC financial institutions including securities company, trust and investment company, fund management company, commercial bank and auto-finance company; assisting foreign financial institutions in the establishment of their branches and subsidiaries (including QFII) in China; providing various legal services to foreign financial institutions as well as their establishments in China in respect of business operational rules, compliance policy and standard business documents; assisting foreign financial institutions in debt restructuring and insolvency proceedings of PRC financial institutions.
  • Disposal of domestic non-performing loans.  Services include for example, advising foreign financial institutions on the legal environment in relation to the non-performing loans, assisting foreign financial institutions in their bid for and disposal of non-performing loans.
  • Research on legal market. For instance, JZJ conducted a legal survey and prepared a comprehensive research report for the World Bank on the legal system regarding institutional investors in the Chinese capital market, produced reports for foreign financial institutions on security arrangement in financial transactions and derivatives transactions and etc. in Chinese market.
  • Legal services concerning general international financial business. JZJ has advised foreign financial institutions and multinational corporations on investment, letter of credit, project finance, foreign exchange, security, M&A, dispute resolution, and etc.

Overseas Corporate Finance

In recent years, Chinese enterprises have become increasingly active in obtaining financing via overseas capital markets (IPO, M&A and right issues).  Working closely with offshore intermediary institutions, JZJ has achieved an outstanding record.

Our services include the following:

Providing general advices;

Designing restructuring schemes for the purpose of overseas IPO;

Drafting various shareholders agreements, articles of associations, bylaws, operational rules, corporate actions and reporting documents, etc.

  • Arranging transactions among affiliated entities;
  • Providing legal due diligence;
  • Issuing legal opinions;
  • Introducing overseas strategic investment partners;
  • Participating in all kinds of negotiations;
  • Other related services.

 

International Direct Investment (FDI)

International direct investment is another core area in our international business practice.  For many years, foreign enterprises have been adopting one of three vehicles when investing in China: wholly foreign-owned enterprises, Sino-foreign equity joint ventures, and Sino-foreign contractual joint ventures.  However, as market oriented reforms continue to progress, an increasing number of foreign enterprises have been turning to merger and acquisition involving domestic enterprises in realizing their investment goals.

Due to the complexity and inconsistency in the regulatory systems concerning FDI and M&A, professional legal services are of crucial significance to foreign enterprises which are conducting various investment activities in China.  Over the years, JZJ has been advising and assisting corporate clients from all over the world including Europe, America, Japan, Korea, Hong Kong, Macao, Taiwan and Southeast Asia, in connection with their investments in the PRC over a wide range of business areas, such as manufacturing, telecommunications, energy, infrastructure facilities, environment protection, hospitality, media, real estate, and entertainment. 

Legal services that JZJ provides include:

  • Advising on investment related issues and issuing legal opine;
  • Designing and arranging the best transaction structure;
  • Representing clients in negotiations;
  • Providing legal due diligence reports;
  • Drafting, reviewing and amending contracts, agreements and other legal instruments;
  • Advising on the establishment of foreign invested enterprises in China;
  • Advising on equity transfer in foreign invested enterprise;
  • Advising on merger and acquisition of foreign investment;
  • Advising on the restructuring, amalgamation, spin-off and liquidation of foreign invested enterprises.

As domestic private enterprises increase their overseas investments, JZJ also provides extensive legal services in connection with their overseas investments and M&A, and works with foreign law firms when necessary.

In addition, JZJ has also been retained as legal consultant for numerous foreign investment enterprises in China.

 

International Dispute Resolution

Our lawyers possess excellent foreign language skills and have rich experience in representing domestic and foreign clients in resolving disputes concerning international finance, international investment and international trade. 

Our services include the following:

  • Assisting clients in negotiation and conciliation to resolve disputes;
  • Representing clients in litigation;
  • Representing clients in arbitration;
  • Assisting foreign clients in the enforcement or execution in China of arbitral awards or court judgments rendered by Chinese arbitration organizations or courts;
  • Assisting clients in the recognition and enforcement in China of arbitral awards or court judgments rendered by foreign arbitration organizations or courts;
  • Assisting domestic clients in the recognition and enforcement in foreign jurisdictions of arbitral awards or court judgments rendered by Chinese arbitration organizations or courts.

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