Investment Funds

As a leader in the field of RMB funds, JunHe has been deeply involved in the legal service of funds for more than 20 years and has participated in many innovative and classic projects. JunHe has rich experience in designing investment and operation structures for various types of funds, drafting programs and operational legal documents, and negotiating with institutional investors. We are committed to providing a full range of legal services to different types of fund clients, including well-known investment institutions, market-based fund of funds, government-guided funds, financial enterprises, listed companies, industrial capital and family offices.


Our Team


Our fund team is comprised of more than 30 partners and associates. Our fund team is able to respond to clients' needs quickly and efficiently and provides professional legal advice and solutions concerning the establishment and registration of managers, the establishment and fundraising of a fund and the day-to-day operations of a fund. Our team members have experience in providing legal services through the complete life cycle of several funds, which makes us one of the few legal service teams in the market with first-hand experience in designing management team incentives, resolving fund-related disputes, handling defaulting investors, or liquidating or restructuring funds.


Practice Area


JunHe provides comprehensive, one-stop legal services for the establishment, fundraising and operation of various types of RMB and USD funds, including PE funds, VC funds, M&A funds, Fund of Funds, Secondary funds, and industrial funds.


Our service covers the following areas:

  • Advising on the establishment of private equity funds, including structuring, the registration of fund managers, the drafting and negotiation of fund documents, filing of funds, tax planning, anti-monopoly filing and policy-related consultation; 

  • Advising on investments in private equity funds (including Primary and Secondary transactions);

  • Advising on the design of co-investment and incentive mechanisms for team members of private equity funds;

  • Providing advisory services related to compliance and policy on the day-to-day operations of private equity funds;

  • Advising on the liquidation and exit of private equity funds; and

  • Advising on the resolution of disputes and conflicts in relation to private equity funds.

Recent Representative Cases

Assisted Source Code Capital in Raising RMB Fund Phase V


After initially assisting Source Code Capital in the establishment of RMB Fund Phase IV, JunHe also assisted the company in the establishment of RMB Fund Phase V. The total size of this fund was over RMB 7 billion, which was raised from investors including government-guided funds such as the National SME Development Fund, nearly 10 well-known insurance institutions, several market-based fund of funds, and industrial funders. As the legal advisor of Source Code Capital, we participated in the preparation, establishment and fundraising of RMB Fund Phase V, including assisting the client in designing and optimizing the fund structure, drafting a full set of legal documents for the establishment of the fund, assisting the client in negotiating with investors, conducting investor suitability verification, and assisting in the closing and filing of the fund.


Assisted the National SME Development Fund in the Establishment of Several Sub-Funds


JunHe assisted the National SME Development Fund in the selection of managers for several batches of sub-funds, which invested in CowinCapital, Costone Asset Management, Lenovo Capital, Fosun RZ Capital, Puhua Capital, Vision Plus Capital, Matrix Partners, IDG Capital and other market leaders. The National SME Development Fund is a national investment fund established in accordance with the requirements of the SME Promotion Law, which is designed to give full play to the leverage and multiplier effect of central financial funds to attract non-government investments and jointly expand the size of equity investment in SMEs, to support the real economy and promote innovation and entrepreneurship. As the legal advisor of the National SME Development Fund, we assisted the client in conducting legal due diligence, drafting and revising a full set of legal documents for the establishment of the fund, negotiating with sub-fund managers, assisting in the closing of the fund, and issuing legal opinions.


Assisted in the Registration of CNPC Endowment Asset Management as a Private Asset Allocation Manager and its Establishment of a First Fund


CNPC Endowment Asset Management Co., Ltd. (“CNPC Endowment Asset Management”) was registered as a private asset allocation manager with Asset Management Association of China (“AMAC”) on July 13, 2020. AMAC imposes high entry threshold requirements for private asset allocation managers, and only nine institutions have been registered as private asset allocation managers since the availability of application on September 10, 2018. JunHe provided services including overall structure design, legal due diligence, the drafting of legal opinion, and the drafting and negotiation of the fund contract for PetroChina Endowment Asset Management. JunHe’s team assisted the client in its registration as a private asset allocation manager and the successful establishment and filing of its first fund product.