Power
JunHe’s attorneys have been leaders in the power and energy sectors in China for over two decades. With a combined-service model of 'onshore/offshore', 'dispute/non-dispute' and 'investment/financing/construction/operation/dispute resolution', JunHe is a one-stop shop when providing legal services to the power industry. We have experience in power generating fields including nuclear, thermal, hydro, wind, photovoltaic, biomass and waste-to-energy projects, making us trail blazers and leaders in the provision of specialized legal services.
JunHe’s Full Chain legal services in power and energy include:
Due diligence investigation for offshore projects and the preparation of lists for legal and environmental due diligence for offshore project contracting. This includes collaborating with foreign lawyers, integrating resources from the Ministry of Commerce of the PRC, the World Bank, the State Council of the USA and Chinese-funded companies; consideration of the legal requirements and resources of the target country; liaising with different parties; and the provision of other value-added services.
PPP project development. This includes drafting and reviewing legal documents for PPP projects and negotiation for all stages of the project; the arrangement and organization of legal experts of the target country and the applicable laws; and dedicated training for the client's decision-making personnel.
Project financing. This includes the determination of the financing structure and key financing terms while taking business modes into consideration; reviews and legal due diligence investigations for financing projects; drafting, reviewing, revising, and negotiating the financing documents (including the loan agreements and guarantee documentation); facilitating the satisfaction and confirmation of the conditions for financing lose and draw-down, and issuing legal opinion in this regard; and facilitating the satisfaction of the subsequent conditions.
EPC and O&M. This includes legal due diligence relating to engineering, procurement, and construction (EPC) and operations & maintenance (O&M); risk analysis on agency and consortium agreements; risk assessment and countermeasures for risks in international project contracts (EPC contracts, subcontract agreements, procurement contracts, design contracts and supervision contracts) and O&M contracts; the drafting and negotiation of international project contracts and O&M contracts; claim management at all stages during the implementation of a project; risk control of international project contracts and O&M contracts; insurance settlement for projects; risk control and payment suspension under guarantees of projects; and the operation and maintenance of projects.
Credit insurance. This includes the provision of coverage and the settlement of claims and recourse under export credit insurance; financing supported by insurance issued by China Export & Credit Insurance Corporation; the resolution of disputes arising out of loss determination; and claim settlement of material losses under overseas investment insurance.
Compliance management. This includes assisting Chinese-funded companies in handling compliance and remediation matters with multilateral financial institutions; the integration of international compliance law experts; the establishment of compliance systems for state-/central government-owned enterprises; and consulting on ESG compliance.
Acquisition of projects. This includes the execution of term sheets, confidentiality agreements and retainers for consultant agencies; legal due diligence investigations; the negotiation and execution of purchase agreements, capital increase agreements, shareholder agreements and other transaction documents; approval/record filing by the Chinese government for offshore investments; review and antitrust clearance by foreign governments; and the satisfaction of other condition precedents and closing.
Dispute resolution. This includes various dispute resolution processes, such as negotiation for settlement, international arbitration, cross-border litigation, and ADRs such as resolution by DAB, mediation and the resolution of disputes involved in investment.
Sharing best practices. This includes producing project risk management brochures, themed training and seminars.
Recent Representative Cases
China Power Acquires 2.16 GW of New Energy Assets from China Power New Energy
JunHe advised China Power International Development Limited (HK 2380) on its acquisition of the majority interest in 23 domestic clean energy project companies from China Power (New Energy) Holdings Limited and China Power International New Energy Holding Limited (each an indirect non-wholly owned subsidiary of State Power Investment Corporation). The acquisition was settled partly by the issue of consideration shares and partly by cash. The total transaction value was approximately RMB 7.453 billion, making it the largest clean energy asset injection transaction on the Hong Kong stock market in nearly a decade (as of 2022).
Qinshan heavy-water reactor nuclear power plant, Phase III
JunHe provided legal services to the China Nuclear Industry Corporation (former Qinshan Nuclear Power Plant and Qinshan Nuclear Power Plant No.3 Co.,) in respect to its construction of the CANDU (heavy-water reactor) nuclear power plant in Qinshan, China, in conjunction with Atomic Energy of Canada. The plants have an installed capacity of 2×700MW. We provided legal services including the drafting, reviewing, revising, negotiating, executing, performance and dispute resolution of the general contracting contract (the major commercial contract), the fuel procurement contract, and the technical service contract.
Limited recourse project financing for the Orient Group by the China Development Bank for a Pakistani Wind Power Project
JunHe represented the Sichuan branch of the China Development Bank in its provision of limited recourse project financing for the Orient Group’s investment, construction and operation of the Pakistani 99MW Wind Power, a large private enterprise group in China. JunHe conducted due diligence, drafted, reviewed and negotiated the financing documents, issued legal opinions and assisted with the financing settlement. This was one of the first batch of projects under the One Belt One Road strategy and the China – Pakistan Economic Corridor initiative implemented by China. In April 2015, Chinese President Xi Jinping and then Pakistani Prime Minister Nawaz Sharif witnessed the execution of the loan agreement for this project.
A series of BOT power plants in Meulaboh, Indonesia
Since March 2018, JunHe has provided legal consultation services to China Datang Overseas Investment Co., Ltd, the owner of 2×225MW coal-fired power plant projects constructed and invested by way of BOT. Our services included the drafting and negotiation of the EPC contracts and the other legal documents.
Jaguar Energy’s Power generation from solid fuels project in Guatemala
Since December 2013, JunHe has provided legal services to AEI’s Jaguar Energy in Guatemala, the owner of a 2×150MW power generation from solid fuels project. JunHe assisted the client in the settlement and cross-border dispute resolution under DPSA and EPC contracts, provided legal services in the international arbitration by the ICC and the recognition and enforcement of ICC arbitral awards in China.
A series of coal-fired power plants in the Philippines
Since 2017, JunHe has provided legal services to a member of the China Energy Construction Group for a series of coal-fired power plants constructed by way of EPC general contracting in the Philippines. This included an analysis of the strategies in the claims and dispute resolution, negotiations for a dispute resolution with the foreign supplier of the main equipment, negotiations for a dispute resolution with the local main subcontractor, and the negotiations for settlement with the owner.
Investment in the first Sino-foreign offshore wind farm in mainland China by a Fortune Global 500 foreign energy company
JunHe advised a global 500 foreign energy company on its participation in an offshore farmland project in mainland China. The legal services rendered by JunHe included the establishment of the project structure, due diligence, drafting the transaction documents, assistance in closing and merger control clearance. The transaction documents were executed under the witness of the heads of both countries.
