Capital Market

JunHe was one of the first domestic law firms to be approved to advise on securities and capital markets and has placed this practice area at the core of the firm’s growth and development. Throughout the years, JunHe has helped companies from diverse industries, countries and business stages to raise capital and achieve their corporate goals. Our clients benefit from our extensive knowledge of the legal framework and the practical realities of raising capital in China and overseas. 

Our Team

Our capital markets team includes hundreds of lawyers, with over 70 partners and legal counsel, and it is the largest practice group at JunHe. From advising on China’s first IPOs, to becoming experts in commerce in the Internet era as well as specialists in overseas listings and the return of red chip stocks, we offer our clients an unparalleled breadth and depth of expertise. Our lawyers further the development of China’s capital markets by assisting with the formulation of the governing laws and regulations. A number of our partners had served as members of the Issuance Examination Committee for the China Securities Regulatory Commission and the Growth Enterprise Market (GEM), and were members of the IPO Committee for the STAR Board of the Shanghai Stock Exchange and the GEM Board of the Shenzhen Stock Exchange.

Our capital markets team has maintained a very high rate of success since its inception. Numerous legal guides and publications, including Chambers Asia Pacific, Asia Pacific Legal 500, Asia Law & Practice and International Financial Law Review, have recognized our excellence in the area of capital markets, consistently naming JunHe a “leading law firm” and a “most recommendable law firm”. 

Core Areas of Practice 

  • Pre-IPO reorganization and restructuring, including legal due diligence, deal structuring, documentation and negotiation, regulatory approval and filing.

  • Share issuance, listing and equity financing on the domestic A-share Main Board, SME Board, STAR Market, GEM Board, and the Beijing Stock Exchange, and the issuance and listing of overseas red chip stocks in Hong Kong, New York, Singapore, London and Taiwan.

  • M&A and restructuring of listed companies, including material asset restructuring e.g., back door listing and share issues for the purchase of assets, private placement, etc.

  • Private equity investments, including legal due diligence, deal structuring, documentation and negotiation, closing and withdrawal.

  • Issuance and listing of bonds and other securities, including overseas issuance of bonds by Chinese-invested enterprises (e.g. USD and EURO Bonds, Dim Sum Bonds), the issuance of bonds in interbank bond markets (e.g. RMB bonds, corporate bonds (including urban construction investment bonds)), financial bonds (e.g. financial debentures, subordinated bonds, hybrid securities), debt financing instruments of non-financial institutions (e.g. short-term financing notes and medium term notes), issuance of bonds on stock exchanges (e.g. ordinary bonds and convertible bonds of listed companies, and private placement notes of small and medium enterprises), and onshore and offshore preference shares, etc.

  • New Third Board (OTCBB) listings, including the restructuring and transformation of limited liability companies, the delisting of overseas listed companies for domestic listing on the third board, and the splitting of domestic assets by overseas listed companies for domestic listing on the third board, etc.

  • General corporate affairs of listed companies, including advice on general corporate legal matters such as information disclosure, related party transactions, contract drafting and corporate governance.  

One-Stop Services

JunHe’s capital markets team is a one-stop provider of a full range of legal services spanning the lifecycle of a company—from establishment (including advising on corporate structure and operations) to raising capital (including issuing and listing securities as well as asset financing) to expanding operations (including domestic and overseas mergers and acquisitions, asset reorganizations and rights issues). JunHe is committed to serving as a long-term partner throughout the evolution of our clients’ business operations, from establishment to expansion and finally to transformation.

Customized Services

Reflecting the diversity of our clients and the uniqueness of their capital markets transactions, JunHe designs bespoke transaction structures and funding solutions. JunHe goes beyond addressing the commonalities in capital markets transactions to meet our clients’ specific commercial requirements in the most economical and practical manner.

Value-Added Services

JunHe participates in capital markets projects that often involve complicated statutory procedures, such as government approvals and regulatory submissions. In order to navigate the ever-changing regulatory landscape, we have established open channels of communication with the relevant governing bodies. We also actively participate in the issuance and amendment of capital markets laws and regulations by contributing our expertise to legal debates, research and drafting. Leveraging our communication channels and in-depth knowledge of legislative history, our capital markets team advises clients on the intent and aims of the relevant laws, regulations and regulators.