Beijing Office Hangzhou Office 28/31/33/36/37F, SK Tower, 6A Jianguomenwai Avenue, 22/F, Block A, China Resources Building, 1366 Qianjiang Road, Chaoyang District, Beijing 100022, P. R. China Jianggan District, Hangzhou, Zhejiang 310020, P. R. China Te l : +86 10 5957 2288 Te l : +86 571 5692 1222 Fax: +86 10 6568 1022/1838 Fax: +86 571 5692 1333
Nanjing Office Shanghai Office 14/F, Asia Pacific Business Building, 2 Hanzhong Road, Gulou 6/10/11/16/17F, Two IFC, 8 Century Avenue, District, Nanjing, Jiangsu 210005, P. R. China Pudong New Area, Shanghai 200120, P. R. China Te l : +86 25 6951 1818 Fax: +86 25 6951 1717 Te l : +86 21 6061 3666 Fax: +86 21 6061 3555
Haikou Office 1801-1807, Building B, China Resources Building, the intersection of Jinmao Shenzhen Office East Road and Mingzhu Road, Longhua District, Haikou, Hainan 570125, P. R. China 8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Te l : +86 898 3156 6128 Futian District, Shenzhen, Guangdong 518026, P. R. China Fax: +86 898 3156 6108 Te l : +86 755 3325 6666 Fax: +86 755 3320 6888/6889 Tokyo Office 1/F, Sanno Grand Building, 2-14-2 Nagatacho, Chiyoda-ku, Tokyo 100-0014, Japan Te l : +81 3 6205 8266 LEGAL Guangzhou Office Fax: +81 3 6206 6755 23/F, R&F Center, 10 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong 510623, P. R. China Te l : +86 20 2826 1688 Fax: +86 20 2826 1666 Hong Kong Office 4/F, Jardine House, 1 Connaught Place, Central, Hong Kong, China SOLUTIONS Te l : +852 2877 3088 Fax: +852 2525 1099 Wuhan Office 50/F, Tower I, New World International Trade Tower, 568 Jianshe Avenue, Jianghan District, Wuhan, Hubei 430022, P. R. China London Office Te l : +86 27 8555 7988 10-11 Austin Friars, London EC2N 2HG, U.K. FOR Fax: +86 27 8555 7588 Te l : +44 20 7382 1567 Fax: +44 20 7382 1568
Chengdu Office 6/F, East Building, La Defense, 1480 North Tianfu Avenue, New York Office CHINA High-tech Zone, Chengdu, Sichuan 610042, P. R. China 2 Wall Street, 21/F, New York, NY 10005, USA Te l : +86 28 6208 8001 Te l : +1 212 380 8388 Fax: +86 28 6208 8111 Fax: +1 212 810 1995
Chongqing Office Los Angeles Office BUSINESS 5-1A, Tower D, PICC Life Insurance Tower, 3 Financial Street, 4322 Wilshire Blvd, Suite 200 Los Angeles, CA 90010, USA Jiangbei District, Chongqing 400023, P. R. China Te l : +1 323 930 5690 Te l : +86 23 8879 8388 Fax: +1 323 930 5693 Fax: +86 23 8879 8300
San Francisco Office Qingdao Office 2479 E Bayshore Rd, Suite 215 Palo Alto, CA 94303, USA 27-28/F, Tower A, COSCO Plaza, 61B Hong Kong Middle Road, Te l : +1 415 868 4398 Qingdao, Shandong 266071, P. R. China Fax: +1 415 868 4399 Te l : +86 532 5572 8677/8678 Fax: +86 532 8667 7666 Almaty Office 11/F, Unit 2, Building 58, Samal-2 Microdistrict, Medeu District, Almaty 050059, Kazakhstan Te l : +7 727 339 1880 Map Content Approval Number： Fax: +7 727 339 1880 GS(2019)6067号/GS(2019)6191号 ©Zhong Lun Law Firm 2019
LIMITED LIABILITY PARTNERSHIP WWW.ZHONGLUN.COM
LEGAL SOLUTIONS
FOR CHINA BUSINESS Beijing Los Angeles San Francisco New York Chengdu Nanjing Tokyo London Almaty Qingdao
Shenzhen Haikou
Hong Kong Hangzhou Wuhan Guangzhou Shanghai
Chongqing 18OFFICES Founded in 1993, Zhong Lun Law Firm was one of the first private law partnerships to re- Zhong Lun offers high-quality legal services across a wide range of industries and sectors by ceive approval from the Ministry of Justice. After years of rapid development and steady dint of our specialized expertise and close teamwork. growth, today Zhong Lun is one of the largest full service law firms in China. With over 340 partners and over 2100 professionals working in eighteen offices in Beijing, Shanghai, Shen- zhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou， Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco and Almaty.
01 02 ZHONGLUN GLOBAL NETWORK
190+ PARTNER FIRMS
JURISDICTIONS 100+ By establishing multi-dimensional and multi-channel rapport with overseas law firms, Zhong Lun has built a diversified and far-reaching global platform to more effectively provide clients with comprehensive and one-stop legal services. Zhong Lun is the only law firm in China that has joined the World Law Group.
03 04 Chambers & Partners The Legal 500 Asia Pacific 2020 2020 A record-breaking 30 practice areas and 66 lawyers are recommended, Zhong Lun awarded recognition in all 25 practice areas with several lawyers receiving recommendations in multiple areas 2017 & 2019 PRC Law Firm of the Year (Dispute Resolution)
International Financial Law Review China Business Law Journal 2015 & 2017 2020 National Law Firm of the Year Golden League (Nationwide elite law firms) OUR Best Overall Law Firms (Hangzhou) 2019 Law Firm of the Year (China) HONORS 2013 – 2019 Law firm of the year (China) Asian Legal Business 2019 2019 Law Firm of the Year (Beijing) Beijing Law Firm of the Year 2015 & 2016 One of the Most 10 Powerful Law Firms in China
Zhong Lun’s outstanding work has achieved broad recognition and its Benchmark Litigation practice groups and lawyers are frequently cited and recommended 2019 in their respective markets by distinguished legal media groups such PRC Law Firm of the Year as Chambers & Partners, IFLR, The Legal 500, Benchmark Litiga- tion, Asian Legal Business, China Law & Practice and others.
05 06 OUR PRACTICE AREAS PROPERTY INTELLECTUAL INFRASTRUCTURE CONSTRUCTION & FINANCIAL PRODUCTS SECURITIZATION & FINANCE LEASE INFRASTRUCTURE CONSTRUCTION& FINANCECRIMINAL COMPLIANCE LEASE AVIATION/AUTOMOBILE TAXATION & PRIVATE EQUITY
WEALTH PLANNING &INVESTMENT FUND FOREIGN DIRECT INVESTMENT CORPORATE/ MERGERS
& ACQUISITION S
SHIPPING CULTURE, ENTERTAINMENT LITIGATION&
& MEDIAARBITRATION REAL ESTATE & MARITIME
CUSTOMS ENERGY & RESOURCES ENVIRONMENT, BELT AND ROAD INITIATIVE & OUTBOUND INVESTMENTS TECHNOLOGY, TELECOMS & INTERNET WTO/ INTERNATIONAL LABOR & TRADE EMPLOYMENT HOSPITALITY CUSTOMS CUSTOMS & TRADE RESTRUCTURING BANKRUPTCY &
COMPLIANCE
COMPLIANCEBANKING &TRADE &TRADE
NATIONAL DEFENSE & MILITARY INDUSTRY & FINANCE COMPLIANCE/REGULATORY ANTITRUST/COMPETITION PRACTICEAREAS FINANCE LEASE HEALTHCARE&LIFE SCIENCE 07 08 CAPITAL MARKETS/SECURITIES
A top-tier Capital Markets practice with recognized comprehensive strengths Ranked Band 1 in Capital Markets “ “Timely delivery of legal opinions, as well as for being detail-oriented in performing (Chambers Asia Pacific, 2013 - 2020) due diligence.” “When it came to guaranteeing efficiency, issuing procedural documents and ad- Ranked Tier 1 in Capital Markets “ justing the basic circumstances Zhong Lun displayeds a high ability to co-operate.” (IFLR1000, 2014 - 2020) ——Chambers Asia Pacific 2020
Outstanding Firm in Capital Markets (Asialaw Profiles, 2016 - 2020)
SCOPE OF SERVICES
Equity Capital Markets Debt Capital Markets Pre-IPO restructuring Domestic bond issuance Zhong Lun was one of the first Chinese firms to establish a Capital Markets practice, Overseas bond issuance which has long become a core strength of the firm. Over the past two decades, we have Pre-IPO private placement accumulated considerable expertise in a wide array of securities-related legal services. Domestic IPOs and listings Asset securitization Zhong Lun has advised nearly 1,000 major Chinese companies on their onshore and Overseas IPOs and listings Exchangeable bonds offshore offerings and listings of A-shares, B-shares, H-shares, red chips, bonds, notes, Refinancing of listed companies Convertible bonds etc. on the Shanghai Stock Exchange, Shenzhen Stock Exchange, SEHK, NYSE, NASDAQ, AMEX, as well as exchanges in Toronto, Singapore, Tokyo, London, Taiwan, Major assets restructuring of listed companies Financial bonds Australia, South Korea and Frankfurt. Named “Capital Markets Firm of the Year” by China Acquisition of listed companies and back-door listings Short-term commercial paper Law & Practice, Zhong Lun also garners recommendations from world-renowned industry Governance of listed companies Medium-term notes watchers, such as Chambers Asia Pacific, IFIR1000 and The Legal 500. Day-to-day legal support for listed companies concern- SME private placement bonds According to the China Capital Markets Legal System Development Report released by ing capital markets the China Securities Regulatory Commission over the years, Zhong Lun always ranks Formation and operations of securities investment among the best Chinese law firms with respect to IPOs on the Main Board Market and funds ChiNext Market, refinancing of listed companies, mergers and restructurings of listed com- panies, overseas issuance of securities, etc.
09 10 PRIVATE EQUITY & INVESTMENT FUNDS
Ranked Band 1 in Private Equity for several consecutive years (Chambers Asia Pacific) Private Equity “Zhong Lun is good in equity investment due diligence work. They have a Highly Recommended in Investment Funds good sense for picking up information and the detail in the deals.” for several consecutive years “ “Zhong Lun is very responsive. If we ask them something, they can resolve it (Chambers Asia Pacific) on the same day most of the time. They're efficient.” ——Chambers Asia Pacific 2020 Ranked Tier 1 in Private Equity & Investment Funds (The Legal 500 Asia Pacific, 2020) Investment Funds
“Zhong Lun has in-depth understanding of the laws and regulations related
Ranked Tier 1 in Private Equity to the use of insurance funds, as well as transaction structures. Therefore (IFLR1000, 2014 - 2020) Zhong Lun is able to structure the most appropriate trading strategy and deal structure within the scope of compliance.” “ “We recognize their service attitude. Because investors are based in various Outstanding Firm for Top China PE Invest- countries and there is a time difference, most of the time we need to work ment Deals overtime. Zhong Lun is very responsive and is always available at all times.” (China Business Law Journal, 2016 - 2019) ——Chambers Asia Pacific 2020
Zhong Lun’s Private Equity and Investment Funds team is widely recognized as a pioneer and market leader in the private equity (“PE”) and investment funds industry, with a full range of services covering fund formation, fundraising, invest- SCOPE OF SERVICES ment, project management and fund exit. Zhong Lun’s extensive experience in Formation and fundraising of various investment funds, such as private equity PE and investment funds related deals extends to formation of not only domestic and venture capital funds, fund of funds, and other fund investment platforms, RMB funds, but also offshore USD funds. One of our strengths lies in our ability to including RMB and USD funds deliver integrated legal solutions for cross-border transactions involving private Investments by government-guiding funds, fund of funds and other investments into PE funds equity, debt and mezzanine financing or other forms of investment. We help our PE funds’ investments into portfolio companies clients address challenges arising from the dynamic and fast-growing capital mar- kets. Our in-depth expertise and knowledge enable us to advise our clients wher- Management of portfolio companies invested in by PE funds ever and whenever required. Fund exits through, among others, trade sale, other M&A deals, and capital market transactions including IPO and recapitalization Chambers Asia Pacific praised Zhong Lun as “an eminent player in the market” Deal financing and that “They provide trustworthy expertise. They are responsive and efficient.” Liquidation of PE funds Our equity investment and investment funds practice has been ranked in Band 1 ever since Chambers Asia Pacific established these two categories for PRC law firms. Other major foreign publications and institutions also recognize Zhong Lun as one of the best law firms in China in these areas.
11 12 REAL ESTATE
One of the preeminent law firms in the Real Estate “Tier 1 in Project Development” by IFLR 1000 in 2016, and rewarded as the “Real Estate Law Firm of the field in China Year” by ALB for ten years in a row; the Shanghai Disney Resort project and the China Vanke and Blackstone JV advised by Zhong Lun has been lauded by China Law & Practice as the “Real Estate and Construction Deal of the Year” , Chambers Asia Pacific also honored Zhong Lun as “a pioneer and leader in the field of real Ranked Band 1 in Real Estate estate legal services in China. Zhong Lun has many partners who are widely acclaimed for their professional
(Chambers Asia Pacific, 2007 - 2020) ability to deal with all details in this field. The Real Estate Team knows the ins and outs of all applicable laws and has a high reputation in the industry. Many clients say ‘Zhong Lun is our first choice’ .”
Ranked Tier 1 in Real Estate & Construction (The Legal 500 Asia Pacific, 2016 - 2020) “Zhong Lun is able to provide both legal and commercially oriented advice.” “
“We trust their responsiveness and quality.” Outstanding Firm in Real Estate “You can feel Zhong Lun is very conscientious.” (Asialaw Profiles, 2020) “ ——Chambers Asia Pacific 2020 Real Estate & REIT Law Firm of the Year (China Business Law Journal, 2016-2017 & 2019-2020) SCOPE OF SERVICES
Real Estate Law Firm of the Year Pre-development Land Investment (ALB, 2010 - 2019) Feasibility study Business models, legal risks and cooperative conditions in land investment Environmental impact assessment Land investment and agreements for land transactions Safety assessment Zhong Lun’s Real Estate practice has been a main pillar of the firm since its foun- Land expropriation and demolition compensation Social stability assessment dation. Zhong Lun has top professional strengths and best specialist teams in Land comprehensive development and PPP Project proposal this field, with distinguished lawyers who are highly regarded and deeply trusted by our clients and have remained in the forefront of this critical practice area. Real Estate Development Real Estate M&A Zhong Lun is one of the few law firms capable of providing full-range legal ser- Legal structuring of project development Legal structuring of real estate M&A transactions vices that cover the entire spectrum of the real estate industry. Our clients are or joint development Legal due diligence diversified and include government agencies, investors, developers, builders, Establishment of real estate companies Drafting and negotiation of M&A transaction documents financial institutions, users, real estate funds, etc. We advise on project feasibility Acquisition, grant and transfer of Government approval and registration study, environmental impact assessment, safety assessment, social stability state-owned land use rights M&A-related tax matters assessment, land bank, land expropriation and house demolition, land grant, land Pre-sale and sale of real property comprehensive development, project company setup, project investment and Property management Property Operation and Management financing, project transfer and M&A, corporate governance, sale of commodity Property delivery Legal and tax issues involved in the operation of real property housing, property operation and management, listing of real estate companies, Merger and split-up of real estate Property leasing securitization of real property, real estate-related energy affairs, and real companies or project companies estate-related dispute resolution. Our services extend to various subdivisions of Real Estate Investment & Financing Listing & Refinancing of Real Estate Companies the real estate industry, including residential housing, office buildings, commer- General financing of real estate companies Onshore and offshore IPOs of real estate companies cial real estate, industrial real estate, airborne real estate, theme parks, eldercare Private equity investment in and financing M&A and restructuring of listed real estate companies housing, tourism real estate, hotel management, design & construction of golf for real estate projects Refinancing of listed real estate companies courses, and development of multi-purpose areas. Trust financing for real estate projects or Establishment and listing of REITs project companies Zhong Lun’s Real Estate and PPP teams have received numerous awards and Financing of real estate companies by Dispute Resolution honors in the rankings by various recognized legal rating agencies. For example, issuing bonds Real estate arbitration Zhong Lun has been ranked “Tier 1 in Real Estate & Construction” by Chambers Securitization of real property Real estate litigation, including administrative litigation Asia Pacific for several consecutive years, “Tier 1 Law Firm in Real Estate and Other types of financing Construction” by The Legal 500 Asia Pacific for each year from 2016 to 2019, Other methods of real estate dispute resolution
13 14 CONSTRUCTION & INFRASTRUCTURE
Ranked Band 1 in Construction for several consecu- Construction tive years “Zhong Lun is able to provide both legal and commercially oriented advice.” (Chambers Asia Pacific) “ “We trust their responsiveness and quality.” “You can feel Zhong Lun is very conscientious.” Highly Recommended in Projects & Infrastructure for ——Chambers Asia Pacific 2020
several consecutive years
(Chambers Asia Pacific, 2016 - 2020)
Projects & Infrastructure Ranked Tier 1 in Project Development “Zhong Lun is well experienced, and when it comes to EPC work they can think “ (IFLR1000, 2019 - 2020) beyond the contract structure and provide advice.” “Zhong Lun is very efficient. The contracts involve industry-specific issues and Ranked Tier 1 Law Firm in Real Estate and Construction Zhong Lun considers all factors and is able to provide good answers.” (The Legal 500 Asia Pacific, 2016 - 2020) ——Chambers Asia Pacific 2020
Construction & Infrastructure Law Firm of the Year (China Business Law Journal, 2016 - 2020) SCOPE OF SERVICES Construction Project proposals Tendering and tender Preparation of contracts and participation in negotiations Performance of construction contracts and supervision of contract performance
Zhong Lun’s Construction practice ranks consistently as the best in China by Cham- Completion inspection and delivery of construction projects bers Asia Pacific, Asian Legal Business and other international authoritative legal ser- Final settlement for construction projects vice rating agencies. We advise on a full range of projects, including residential hous- Quality guarantee and warranty for construction projects ing, commercial complexes, theme parks, public utilities, industrial projects and infra- structure. Our professional legal services cover the whole spectrum of a construction Infrastructure project, including contract planning, tendering, contract review and negotiation, con- Due diligence investigation Project guarantees tract performance supervision, claims, inspection and delivery, and final settlement. With a strong presence, specialist expertise and considerable experience, Zhong Lun Design of the overall deal structure of Establishment of project companies investment projects has been featured at the top of the industry. We have delivered in-depth legal ser- Construction vices for many landmarks with national and global influence, such as the Olympic Procurement by private investors Operation and management of projects venues, China Zun Tower, Beijing Universal Studios, CCTV Headquarters, and Na- Drafting and revision of and negotiation on Project handover tional Museum. With the vigorous development of China’s outbound investment busi- project contracts ness, Zhong Lun has accompanied numerous Chinese investors and contractors in Tax planning Design of financing structures their business dealings around the world. Having an in-depth understanding of the Insurance planning overseas engineering investment environment and legal issues, Zhong Lun has Drafting and revision of and negotiation on advised Chinese enterprises in energy, mining, industrial, infrastructural and civil proj- financing contracts ects throughout the Middle East, Southeast Asia, Australia, South America, North Financial investors’ joining and exiting America and Europe. projects
15 16 Hospitality & Tourism Development and Management
Hospitality Sector Law Firm of the Year in China (Corporate INTL, 2012 - 2013)
Hospitality Law Firm of the Year in China (Global Law Experts, 2013)
As a legal service leader in the domestic hospitality and tourism industry, Zhong Lun maintains a competitive edge in providing comprehensive legal services for owners, developers and managers of hotels and tourism projects, and for other market play- ers, such as banks and other financial institutions in the industry. Our services cover the whole nine yards of hospitality and tourism related legal matters, including invest- ment, development, operations, entrusted management, franchising, transactions (including acquisition and transfer, listing of assets and equities on state-owned assets and equity exchanges, etc.), financing, refinancing, and dispute resolutions of or in relation to hospitality and tourism projects. Our services also extend to segment- ed markets in this industry, such as resorts, strata-title hotels, service apartments, branded residences, hotel property management, time-share, theme parks, and elder- care real estate.
Our practices in the Hospitality and Tourism Development and Management cover all aspects and all phases of hospitality and tourism projects, including transaction struc- turing, development and construction, pre-opening preparations, post-opening opera- tions, and dispute resolution.
SCOPE OF SERVICES Transaction structuring Investment and development Operations, entrusted management, and franchising M&As and transfers Leasing Financing and refinancing Day-to-day management Property management Intellectual property protection Compliance review Arbitration/litigation/expert ruling Hotel & tourism derivatives, such as service apartments, branded residences and time share
17 18
ENVIRONMENT, ENERGY & RESOURCES Ranked Band 1 in Environment, Energy & Natural Resources “Zhong Lun has a broad horizon and strong commercial sense which allows them to “ think of ways that help clients reach their objectives.” (Chambers Asia Pacific, 2013 - 2020) “What's worth praising is that Zhong Lun is very co-operative and accommodating. “ Zhong Lun understands the client's needs and requirements.” Ranked Tier 1 in Projects & Energy ——Chambers Asia Pacific 2020 (The Legal 500 Asia Pacific, 2017 - 2020)
Energy & Natural Resources Law Firm of the Year (China Business Law Journal, 2016 & 2019 - 2020)
Outstanding Firm in Energy (Asialaw Profiles, 2016 & 2018 - 2020) SCOPE OF SERVICES
Highly Recommended in Energy & Infrastructure Environment Mining (IFLR1000, 2016 - 2020) Full-range services regarding environment-related PPP projects Due diligence investigations on mining rights and mining HSE review and compliance counseling companies Environment, Energy and Natural Resources represent a unique practice area Assessment, management and prevention of legal risks in environ- Applications for exploration mental protection boasted by Zhong Lun. Our practice in this area has been categorized as Band 1, and mining rights, and Legal due diligence investigation regarding environmental protection transfer, mortgage and lease the highest ranking, by Chambers Asia Pacific for seven consecutive years since thereof 2013, and many of our lawyers active in this sector have received Chamber’s rec- Energy saving and emission reduction Negotiation for mining ommendation. Cap and trade and green finance exploration agreements Management of and investment in carbon assets M&A of mining companies Our client pool includes Fortune 500 clients, as well as governmental authorities Investment in, financing for and M&A of environmental infrastructure and natural resources and NGOs, such as the State Oceanic Administration, the Ministry of Land and companies Resources, the Ministry of Environmental Protection, Beijing Municipal Environ- Licensing and transfer of energy saving and environmental protec- tion technologies Acting as a long-term legal mental Protection Bureau, China Environmental Protection Foundation, and China counsel for mining compa- Solutions for environmental emergencies Environmental Protection Federation. Our lawyers have advised on a great variety nies, natural resources companies and their compe- of environmental projects regarding treatment of waters, wastewater and river val- Disputes over and compensation for environmental pollution and ecological damage tent authorities leys, treatment and desilting of waterways, land reclamation, water diversion, Longtime legal counsel for environmental institutions Issuance of onshore or development of urban environment by integrating municipal lakes and waterways, offshore bonds for mining etc. Our highly-praised non-litigation counseling entails services in relation to Resolution of environmental disputes companies and natural resources companies administrative permits, HSE compliance review, due diligence investigation, Energy investment in, financing for, construction, M&A, and listing of and refinancing for Investment in mining and Establishment of Sino-foreign equity or contractual joint ventures natural resource projects environmental projects, establishment and operation of environmental charity funds, securitization and other matters. We have also accumulated substantial Full-range services for domestic and overseas energy PPP projects Establishment of joint Tendering and follow-up services for offshore energy projects ventures to develop mining experience in handling environmental public interest litigation, administrative exploration projects reconsideration, administrative litigation, civil litigation and arbitration and other M&A of and green field investment in onshore and offshore energy projects Full-range services for PPP proceedings concerning environmental disputes. projects with regard to mining Financing for energy projects or natural resources As to energy and resources, we provide domestic and foreign clients with PE financing and public financing for energy companies Establishment of risk full-range legal support covering due diligence investigation on target countries prevention and containment Management of legal risks of energy companies and projects, acquisition of exploration rights, mining rights and concessions, systems for mining compa- nies development and construction of energy projects, and M&A and listing of and Dispute resolution in the energy sector financing for energy projects in areas such as hydroelectricity, thermal power, Longtime legal counsel for energy companies and related govern- Dispute resolution in relation ment authorities to mining nuclear power, wind power, solar power, biomass energy, forest, petrol, natural gas (LNG), coal seam gas, coal, gold mines and other minerals extraction.
19 20 CORPORATE/FOREIGN DIRECT INVESTMENT
M&A (Outbound) Law Firm of the Year SCOPE OF SERVICES (China Business Law Journal, 2020) FDI Foreign investment accessibility assessment Deal of the Year: Tianqi Lithium acquires part of Establishment of wholly owned subsidiaries and Sociedad Química y Minera representative offices (China Business Law Journal, 2019） Negotiations on and establishment of Sino-foreign equity joint ventures and Sino-foreign contractual joint ventures Deal of the Year: Sinomine acquires Cabot Corporation Notification of concentration of undertakings Establishment of regional headquarters for multina- (China Business Law Journal, 2019） tional corporations Establishment of foreign-funded investment/holding Deal of the Year: China Tianying acquires Urbaser companies (China Business Law Journal, 2019） Localization and compliance advice Consultancy on foreign exchange control Domestic and cross-border financing and capital restructuring of foreign invested enterprises Reinvestment by foreign invested enterprises Since its founding, Zhong Lun has been actively assisting foreign clients in Labor and social security counseling their direct investment in China. The firm has provided legal services to a mul- Consultancy on customs and border control titude of foreign-backed businesses concerning the setup and subsequent Regulation of environmental protection operations of their Chinese ventures. Our clients in this area include dozens Tax planning of Global Fortune 500 companies, many well-known multinationals, leading players in various subsectors, and investment funds. We have also represent- Protection of intellectual property ed domestic companies and Chinese local governments in the establishment Split-up, M&A, restructuring and liquidation of foreign of numerous joint ventures. invested enterprises
As the business model of foreign direct investment has been shifting away Cross-border M&A and PE Financing from traditional green field investment towards M&A and PE financing, we Foreign investment accessibility assessment have advised on a great number of foreign-invested M&A and PE financing Target selection and risk/feasibility assessment transactions. Our large pool of corporate attorneys’ requisite experience, com- Design and improvement of deal structures mercial insights and close rapport with regulators at all levels of China can ensure that our clients receive practical and value-creating advice in both Due diligence and business negotiations legal and commercial aspects. Valuation adjustment mechanism, protection of investors’ rights and interests, and design of exit We have accumulated rich experience in advising on investment, M&A and PE mechanisms financing deals in various industries and sectors, including, among others, Consultancy on matters concerning approvals and permits from, registration and record-filing with, and hotel and hospitality, urban complex (shopping malls), electronic display, auto- exemptions by industry regulators mobile manufacturing, film, e-commerce, fast-moving consumer goods Consultancy on foreign exchange control (FMCG), healthcare and comprehensive health. Assistance in closing of transactions Post-M&A or -financing integration related legal services Notification of concentration of undertakings National security review
21 22 MERGERS & ACQUISITIONS
Ranked Band 1 in Corporate and M&A for several consecutive years (Chambers Asia Pacific)
“We only have positive words for Zhong Lun’ s team members. Their assistance throughout was exceptional and they went
Ranked Tier 1 in M&A the extra mile in providing important insights into specific leg- (IFLR1000, 2014 - 2020) islation.” “ “ “It's a very experienced and knowledgeable team that is abso- Tier 1 Law Firm in Corporate and M&A lutely organized and prepared at each step of the way.” (The Legal 500 Asia Pacific, 2014 - 2020) ——Chambers Asia Pacific 2020
M&A (Outbound) Law Firm of the Year (China Business Law Journal, 2020)
Outstanding Firm in Corporate and M&A (Asialaw Profiles, 2016 - 2020)
Tier 1 in China Domestic M&A Rankings (ALB, 2014 - 2019)
M&A is one of Zhong Lun’ s core practice areas and has earned Zhong Lun SCOPE OF SERVICES wide recognition as a market leader in this area for years. One example is that in each single year since 2007 when Chambers Asia Pacific released its Advising on industry access policy first ranking for Chinese law firms, numerous Zhong Lun lawyers have been Counseling on transaction structures, tax planning, and other transac- ranked as leading lawyers, including “Band 1” lawyers in this area. In recent tion-related matters years, Zhong Lun has represented scores of renowned multinational clients and listed companies around the world in a large number of high profile and Conducting legal due diligence complex transactions, including restructuring, M&A, cross-border transaction, Drafting and negotiation of transaction documents and outbound investment. In these successful transactions, Zhong Lun law- yers have demonstrated their superior strength of providing integrated ser- Advising on regulatory approval issues involved in transactions vices and advice by drawing upon the resources of different expertise and Issuing legal opinions as required by clients or regulators experience within the firm, and have impressed the clients with their insightful understanding of Chinese laws and regulatory environment, comprehensive Advising on the integration of pre-closing, transitional and post-closing knowledge of tax, finance and business, deep understanding of client’s stages of transactions needs, and abilities to craft solutions in all circumstances. Advising on antitrust filings
23 24 BANKRUPTCY & RESTRUCTURING
Ranked Band 1 in Restructuring and Insolvency for it into the second batch of the “Ten Typical Bankruptcy Cases” of the Supreme several consecutive years People’ s Court; and the restructurings of China Huishan Dairy, Fuguiniao (H-share listed company), Guizhou Guoyuan Mining (coal mining enterprise), (Chambers Asia Pacific, 2012 - 2020) Nanjing Wanjia Real Estate (real estate enterprise), and Jilin Huaye (real estate company), which Zhong Lun is counseling on, also have tremendous influence in Outstanding Firm in Restructuring & Insolvency the legal service sector. (Asialaw Profiles, 2016 - 2020) Zhong Lun’s Bankruptcy and Restructuring Team consists of over 20 partners and nearly 100 professionals experienced in this field coming from our offices in Ranked Tier 1 Law Firm in Restructuring & Insolvency Beijing, Shenzhen, Shanghai, Guangzhou, Qingdao, Chengdu, Wuhan, Hong (The Legal 500 Asia Pacific, 2020） Kong etc., and provides clients with premium and efficient legal services. Our pro- fessional team has published, among other monographs, Analysis on Arbitration Rules of Cases of Enterprise Bankruptcy of People’s Court (Law Press, 2016) Restructuring & Insolvency Firm of the Year and the Road to Exit and Revitalization of Distressed Enterprises - A Study Into (China Business Law Journal, 2015 - 2019) the Bankruptcy Liquidation and Reorganization Practice (The People’s Court
Press, 2012), and reported a series of influential papers which were highly
praised in the academia and the industry alike. Zhong Lun was among the first PRC firms to advise on China’s bankruptcy and restructuring laws and reg- ulations and has accumulated a wealth of experience in handling cases in this practice area. Our profes- sional team has been on the rosters of approved bankruptcy administrators for various Chinese courts, “ “Zhong Lun is proactive.” including the Beijing High People's Court, the Shenzhen Intermediate People's Court, the Shanghai High People's Court, the Guangzhou Intermediate People’s Court, the Qingdao Intermediate People's Court, the “Zhong Lun has the clients' best interest in heart.” Chengdu Intermediate People's Court, and the Wuhan Intermediate People's Court and ranked as tier-one “Zhong Lun is detailed and very conscientious in its work.” administrator by the Shenzhen Intermediate People’s Court and the Shanghai High People's Court. In “ ——Chambers Asia Pacific 2019 March 2019, our Shenzhen Office was selected as a tier-one administrator by the Guangdong High People’s Court into its roster of approved bankruptcy administrators in Guangdong Province (with 20 in total on the list) after the office took the top spot among all Guangdong-based law firms in the law firm SCOPE OF SERVICES annual review of the province. Zhong Lun has been appointed by Chinese courts to act as bankruptcy Serving as bankruptcy administrator in bankruptcy cases and member of administrator in many national high-profile cases for a diverse group of domestic and international compa- liquidation groups in compulsory liquidation cases as appointed by various nies, including Hantang Securities, Minfa Securities, Zhonghe Taibai, Chuangzhi Technology, Fujian Nuoqi Chinese courts (H-share listed), Fuguiniao (H-share listed), Shenzhen Weiguan, Anxi Tieguanyin Corporation, China Huis- Advising debtors, strategic investors, shareholders, creditors and other han Dairy, and Guizhou Guoyuan Mining. We also advised Shengrun, Kejian, Zhonghua, Shenzhen Wanji interested parties on the restructuring of listed or non-listed companies Pharmaceutical, Hainan Zhongdu Tourism and other listed and non-listed companies on their restructurings. Filing bankruptcy applications in Chinese courts on behalf of creditors, debtors and other relevant parties against debtors Zhong Lun has been highly recommended by Chambers Asia Pacific as Band 1 Restructuring and Insol- Conducting pre-restructuring investigations on distressed companies and vency Law Firm for successive years from 2012-2019, and been named “Bankruptcy and Reorganization proposing solutions on the restructurings Law Firm of 2015-2019” by China Business Law Journal, “Outstanding Firm in Restructuring & Insolvency” by Asialaw Profiles (2016-2019), and “The Best Chinese Bankruptcy, Reorganization and Liquidation Law Representing shareholders and creditors of companies in filing compulsory liquidation applications with Chinese courts against the companies Firm of 2014 & 2018” by Asian-Mena Counsel Magazine. The restructuring of Zhonghe Taibai and that of Fujian Nuoqi (the first successful restructuring of a H-Share listed company in China), in which Zhong Lun Participating in bankruptcy or compulsory liquidation proceedings as legal advisor for creditors, holders of reclamation claims, and other right holders was a bankruptcy administrator, received widespread media coverage, including coverage by the leading national broadcaster China Central Television; the restructurings of *ST Taibai, *ST Zhonghua, and *ST Serving as legal counsel for liquidation groups as engaged by companies Hailong, and the consolidated restructuring of Zhejiang Glass and its affiliates, in each case of which Zhong or their shareholders Lun acted as administrator, counsel for debtor or chairman of the creditor's meeting, were selected into the Participating in risk treatment of financial institutions as delegated by first "Ten Typical Bankruptcy Cases" by the Supreme People's Court; the recent restructuring of Anxi regulators or relevant parties Tieguanyin Corporation and its affiliated companies, in which Zhong Lun acted as administrator, also made Providing other services related to bankruptcy and restructuring
25 26 BANKING & FINANCE
Highly Recommended in Banking and Finance (Chambers Asia Pacific, 2011 - 2020) “
“Zhong Lun is well co-ordinated, meaning that it can meet the Ranked Band 1 in Banking and Finance complex needs of a client.” (IFLR1000, 2019 - 2020) “ ——Chambers Asia Pacific 2020 Ranked Tier 1 Law Firm in Banking and Finance (The Legal 500 Asia Pacific, 2014 - 2020)
Highly Recommended in Banking & Finance (Asialaw Profiles, 2016 - 2020)
SCOPE OF SERVICES
Leverage & acquisition financing Business financing Project financing Real estate financing Trade and commodity financing As one of the first Chinese law firms to build a practice in Banking and Finance, Zhong Lun has provided comprehensive legal services to a great variety of domestic and foreign clients and accu- Asset-backed financing mulated ample practical experience in this sector. Our superior services have won us multiple rec- Aircraft and vessel financing ommendations and awards from Chambers Asia Pacific, Asian Legal Business, China Law & Prac- Consumer finance tice, Corporate International, China Business Law Journal, Legal 500, IFLR1000, International Journal of Project Financing, and other renowned legal media and rating agencies. Supply chain financing Internet finance Our clients include Chinese and international banks, financial institutions, multinational corpora- tions, and domestic enterprises. We provide financing legal services primarily to influential banks Fintech and financial institutions, multinational corporations and local companies in China and internation- Regulation of banking and financial markets ally. Establishment and M&A of financial institutions Among our services are conducting daily compliance review, rendering compliance advice, carrying Debt restructuring out due diligence, structuring for financing transactions and security arrangements, drafting, Financial dispute resolution reviewing and negotiating legal documents in Chinese and English, and advising on other banking Domestic and offshore bond issuance and financial issues. Our professional team has rich experience and a high level of expertise in counselling on cross-border financing transactions and complex structured finance. Financial compliance
27 28
SECURITIZATION & FINANCIAL PRODUCTS Ranked Band 1 in Securitization for several consecutive years “Overall Zhong Lun is outstanding, regardless of whether it is work “ efficiency, the quality of the results, or the communication, Zhong Lun (Chambers Asia Pacific) all demonstrated extremely strong professionalism.” “ “Consistently professional and dedicated.” Structured Finance and Securitization Law Firm of the Year ——Chambers Asia Pacific 2020 (China Business Law Journal, 2014 - 2015 & 2020)
Market Leader of the Year SCOPE OF SERVICES (China Asset Securitization Institution, 2017 - 2019) Asset securitization products Credit-based asset securitization products, asset-backed notes, project revenue notes, Deal of the Year: China Construction Banks’ Jianyuan 2018-11 etc. issued on the China Inter-bank Bond Market Various types of corporate asset securitization products (special asset management residential mortgage-backed securitization programme program) issued on the Shanghai Stock Exchange and the Shenzhen Stock Exchange (China Business Law Journal, 2018) Various types of insurance asset securitization products issued on insurance asset exchanges Various asset securitization products listed and transferred on/at trading institutions recognized by other jurisdictions
Structured finance products traded on the China Credit Assets Registry & Exchange Asset securitization is an important technical solution to deepen financial reform and strength- en the economy. Building upon years of efforts, Zhong Lun’s asset securitization team has Various types of financial bonds, tier-2 capital bonds, supplementary capital bonds, formed a strategic network where a considerable number of partners and their teams support etc. issued on the China Inter-bank Bond Market one another with their own expertise, improving the firm’s overall capacity of legal services across various areas of securitization and making Zhong Lun a leading legal service provider Various types of debt financing instruments of non-financial enterprises on the in the Chinese asset securitization market. To promote the healthy development of the domes- China Inter-bank Bond Market tic asset securitization market, Zhong Lun founded the China Securitization Forum (www.chi- Super short-term commercial Private placement note (PPN) nasecuritization.org) in 2006, a communicating platform for Chinese securitization and struc- paper (SCP) Debt financing instrument (DFI) tured finance industry with a global vision. Several Zhong Lun lawyers serve as secretariats of Small and medium-sized enter- Green note (GN) prises collection note (SMECN) this forum. Commercial mortgage backed Commercial paper (CP) note (CMBN) Zhong Lun’s services extend to all financial products handled by financial institutions and regu- Medium-term note (MTN) lated by the “one bank, two commissions” financial regulators (consisting of the People's Bank of China, the China Banking and Insurance Regulatory Commission, and the China Securities Financial products relating to financial institutions Regulatory Commission) and financial products handled by quasi-financial entities not directly Asset management and wealth management products of banks or their wealth manage- supervised by those authorities. Zhong Lun has advised commercial banks, insurance (asset ment subsidiaries management) companies, trustee companies, securities firms, mutual fund companies, and Stand-alone or collective fund trust programs (including family trusts, charitable trusts, many other financial institutions on matters including asset management, inter-institution etc.) of trustee companies financing, quasi-investment banking, structured financing, and standard and non-standard Asset management products of securities companies, futures companies and their asset management subsidiaries products, with our services ranging from due diligence investigation and design of deal struc- Public offering products of mutual fund companies tures to the drafting and reviewing of transaction documents, negotiations, assistance in filing Insurance asset management products of insurance companies and their asset and approval processes, and risk management in relation to the transactions. In recent years, management companies internet financing has been developing vigorously, and as one of the pioneers in this sector, Inter-bank business, financial derivatives, non-standardized debts, etc. of financial Zhong Lun has accumulated a wealth of hands-on experience in internet financing by working institutions on a multitude of cases (including P2P lending and third-party payment), earning a remarkable Various types of enterprise bonds, corporate bonds, perpetual bonds and panda reputation in this field. bonds issued on stock exchanges
29 30 FINANCE LEASE
Highly Recommended in Banking and Finance (Chambers Asia Pacific, 2011 - 2020) “
Ranked Band 1 in Banking and Finance “Zhong Lun is well co-ordinated, meaning that it can meet the complex needs of a client.” (IFLR1000, 2019 - 2020) “ ——Chambers Asia Pacific 2020 Ranked Tier 1 Law Firm in Banking and Finance (The Legal 500 Asia Pacific, 2014 - 2020)
Highly Recommended in Banking & Finance (Asialaw Profiles, 2016 - 2020)
SCOPE OF SERVICES Advising on the establishment of lease companies and their onshore and/or offshore specialized subsidiaries and special purpose vehicles engaged in lease As one of the first Chinese law firms to develop a practice in bank financing and debt trading, business Zhong Lun has provided in-depth and full-range legal services to Chinese and international banks and financial institutions and accumulated abundant practical experience in this area. Assisting in purchasing special types of leased assets, such as aircraft and vessels Zhong Lun has been consistently recommended highly by influential industry watchers, such as Conducting due diligence on leased assets, lessors and lessees Chambers Asia-Pacific and IFLR1000, for our excellence in asset financing, commercial loan, Designing deal structures for finance lease and security structured financing, etc. Drafting and reviewing instruments of finance lease and assisting in relevant nego- Finance lease related legal services have always been our forte. We have advised dozens of tiations banks, financial lease companies and lessees on domestic, foreign and cross-border finance Advising on various types of finance lease financing, including bank loans, factor- lease deals with a variety of deal structures, including direct-financing lease, sale lease back, ing, trust financing and asset-backed securitization venture lease, entrusted lease, joint lease, leveraged lease, tax-oriented lease, sublease, Arranging the delivery of leased assets and the closing of relevant financing transfer of leased assets, and lease securitization. Zhong Lun is also expert in the operating lease of aircraft. The lease transactions we have counseled on involve, among other things, Advising on the disposal of leased assets aircraft, ships, auto vehicles, large industrial equipment, medical equipment, municipal and Providing general consultations on finance lease compliance transport facilities, energy facilities, and intellectual property. Over the years of practice, we have developed close and effective cooperation with leasing and finance associations, compe- tent tax authorities governing lease deals, appraisers of leased assets, lease insurance compa- nies, secondary markets for leased assets, and many other entities active in the industry， which has helped ensure that the services we render to our clients are comprehensive and instrumental in achieving their commercial goals.
31 6432 ANTITRUST/COMPETITION
Ranked Band 1 in Competition/Antitrust
(Chambers Asia Pacific, 2012 & 2013 & 2016 - 2020)
Tier 1 Law Firm in Antitrust and Competition (The Legal 500 Asia Pacific, 2016 - 2020) “ “The lawyers of Zhong Lun are very good at providing legal opinions, and their work is extremely solid.” Competition & Antitrust Law Firm of the Year “Team members can both respond within the required timescale and (China Business Law Journal, 2013 - 2015 & 2020) “ provide quite detailed explanations when doing so.” ——Chambers Asia Pacific 2020 Highly Recommended in Antitrust and Competition (Asialaw Profiles，2017 - 2020)
Highly Recommended Law Firm in Competition Law (IFLR1000, 2014 - 2019)
SCOPE OF SERVICES
Zhong Lun was one of the first PRC firms to establish an Antitrust/Competition Reviewing, revising clients’ commercial agreements and providing related practice. Over the years, we have rendered services to local and international legal advice market leaders and accumulated a wealth of experience in this critical area. Our Providing legal advice on issues of alleged abuse of market dominance by Antitrust/Competition practice team is flush with both distinguished local expertise enterprises and extensive international experience gained by our lawyers early in their Assessing whether transactions require antitrust filing and assisting clients careers when they practiced competition law at prestigious international law firms. in formulating merger strategies and notifying concentration of undertak- Equipped with in-depth and fine-tuned understanding of antitrust issues, our law- ings yers have participated in the discussion and drafting of China’s antitrust law and Advising enterprises on their responses to antitrust investigations its supplementary regulations as legislation experts. By applying exceptional expertise, sophisticated understanding of various sectors and global vision to Chi- Developing antitrust compliance programs for enterprises and providing na’s legal environment, our antitrust lawyers can offer practical and effective solu- their employees with training in antitrust law tions to clients. Our antitrust and competition law practice has been highly recom- Representing clients in civil litigation, administrative litigation and adminis- mended by Chambers Asia Pacific and maintains a Band 1 ranking for many con- trative reviews secutive years.The practice’s impressive honors and awards also include top rec- ommendation from The Legal 500, “Competition and Anti-trust Law Firm of the Year” from China Business Law Journal, and a variety of other awards given by well-established industry watchers, such as IFLR and ASIAN-MENA Counsel.
33 34 BELT AND ROAD INITIATIVE & OUTBOUND INVESTMENTS
M&A (Outbound) Law Firm of the Year (China Business Law Journal, 2020)
SCOPE OF SERVICES Deal of the Year: Tianqi Lithium acquires part of Sociedad Conducting research on the legal environment of target investment Química y Minera destinations (China Business Law Journal, 2019) Conducting due diligence in outbound M&As and investment projects. Analyzing, assessing and formulating response plans against security, Deal of the Year: Sinomine acquires Cabot Corporation investment and legal risks (China Business Law Journal, 2019) Providing comprehensive services from design to establishment of overseas investment and financing platforms Deal of the Year: China Tianying acquires Urbaser Advising on transactional structures for outbound M&As (China Business Law Journal, 2019) Assisting investors in passing their corporate groups’ internal reviews of their proposed outbound investment The first among the “Top Ten Legal Cases of Belt and Road Assisting in obtaining relevant PRC governmental approvals Investment”: Nanjing Cenbest’s Acquisition of House of Fraser Drafting transaction documents for outbound investment (Legal Daily, 2018) Assisting in bidding for outbound investment projects Participating and assisting in business negotiations Facilitating the closing of outbound investment deals
Zhong Lun’s services for outbound investments, including investments under the Belt and Road Advising on financing for outbound investment projects Initiative, have seldom been rivalled. Our team is composed of lawyers with qualifications in the Providing legal advice for outbound investment PPP projects U.S., the U.K., France, Canada, Hong Kong, Australia, Japan or other jurisdictions and fluent in Advising on commercial insurance for outbound investment English, French, German, Russian, Japanese or Korean apart from their mother tongue, and has established cooperation with law firms from more than 100 jurisdictions across the globe. As Providing full-range counseling for insurance against political risks the Belt and Road Initiative continues to gather momentum, we have expanded our worldwide Advising on matters concerning governmental approvals reach and help carry out a multitude of high profile projects with international impact in most Advising on national security review in outbound investment American, European, South American, Southeast Asian, South Asian, Central Asian, West Asian and African countries. With established strengths in the industry, we have provided state-owned Advising on trade sanctions in relation to outbound investment enterprises, private businesses, foreign-invested enterprises and various other types of clients Advising on antitrust and unfair competition review in outbound investment with all-round, high-quality and meticulous services regarding international engineering, infra- Providing anti-money laundering advice for outbound investment structure, energy, environmental protection, investment, merger and acquisition, trade, labor, Providing anti-bribery advice for outbound investment intellectual property, customs, taxation, antitrust, national security review, economic sanction, dispute resolution and other matters in their go-global ambitions. Providing compliance advice for outbound investment Assisting clients in selecting, coordinating and managing local intermedi- Zhong Lun’s outbound investment clients include, among others, central enterprises, large ary agencies based outside China state-owned enterprises, private businesses, investment funds, listed companies, investment banks and insurance companies. The investment projects we have counseled on are located all Rendering dispute resolution services in various jurisdictions over the world and cover sectors such as natural resources, energy, large infrastructure, real Issuing legal opinions on specialized issues estate, environmental protection and PPP, as well as some technology intensive industries, Providing legal advice on bilateral investment treaties, tax treaties, and including telecommunications, healthcare, high-end manufacturing, retail, high technology and applications in other investment-related international arrangements finance. Our services are extensive not only in a geographic sense, but also in terms of the wide Offering training sessions on the laws of investment destinations variety of investment forms in overseas projects we deal with, such projects including cross-bor- der M&A, greenfield investment, PPP (concession), etc.
35 36 WTO/INTERNATIONAL TRADE
Ranked Band 1 in International Trade/WTO (Respondent) for several consecu- tive years (Chambers Asia Pacific)
Highly Recommended in WTO/International Trade (The Legal 500 Asia Pacific, 2014 - 2020)
PRC Trade Law Firm of the Year (China Law & Practice, 2014)
International Trade Law Firm of the Year – Editor’s Choice (Corporate INTL, 2014)
The WTO/International Trade Team of Zhong Lun has represented MOFCOM many a time in responding to anti-subsidy investigations and safeguard investigations initiated by several WTO members, including the EU, Canada, US, South Africa and India, and prepared submissions on legal arguments. We have also represented various chambers of com- merce and industry associations to present non-injury arguments in numerous trade remedy investigations. Additionally, we have represented domestic enterprises (as respondent) in responding to anti-dumping, anti-subsidy and safeguard investi- gations initiated by foreign investigating authorities, and represented domestic enterprises (as petitioner) in applying for anti-dumping investigations against foreign exporters. In addition to trade remedy cases, the team has represented Chi- nese companies in appeals before the EU courts, as well as representing MOFCOM in several WTO dispute settlement cases. Our legal services also cover import and export compliance, technical barriers to trade, customs law, international trade practice, etc. Not only has the team been praised by the clients, it has also been recognized by several international
and domestic rating institutions as an outstanding and prestigious team in this practice area. Most notably, the Chambers
Asia Pacific has named Zhong Lun as “The Best Law Firm of International Trade Law of the Year” several times, and rated it as the top tier in China on “International Trade/WTO” practice for several consecutive years. “I can trust Zhong Lun with the work. The advisory team is very good.” “ “The lawyers not only have prior experience in industries, but also are responsive and look- ing to work on new cases.” “ ——Chambers Asia Pacific 2020 SCOPE OF SERVICES
Anti-dumping investigations Court litigation Anti-subsidy investigations Trade barrier investigation, international trade policy stance and lobbying Safeguard investigations Customs, commodity inspection and quarantine procedures WTO dispute settlement Other international trade law services
37 38 LABOR & EMPLOYMENT
Ranked Band 1 in Employment for several consecutive years SCOPE OF SERVICES (Chambers Asia Pacific) Advising clients on a wide range of labor issues ranging from employee recruitment to termination of Ranked Tier 1 in Employment employment (The Legal 500 Asia Pacific, 2017 - 2020) Drafting, reviewing and revising employment contracts, employee handbooks, confidentiality and Recommended in Labor & Employment non-competition agreements, compensation and (Asialaw Profiles, 2016 - 2020) benefit policies, and other HR-related documents Advising on employee transfer and placement, as Labour & Employment Law Firm of the Year in China well as retainment of key employees during (Corporate INTL Global Awards, 2020) business restructurings, mergers and acquisitions Assisting clients in formulating layoff plans and filing Highly Recommended in Labor & Employment appropriate records with government authorities, (Benchmark Litigation Asia Pacific, 2019) and participating in on-site negotiations with affected employees Drafting, reviewing and revising employee incentive plans for senior executives and employees
Zhong Lun’s Labor and Employment Team has repeatedly received top-tier (Band 1) recom- Providing full-range legal services related to cross-border labor and employment issues, includ- mendations and high praise from Chambers & Partners, The Legal 500, China Law & Prac- ing staff mobility, application of law, application for tice and many other well-known legal rating agencies. The team handles both contentious work and resident permits in China, etc. for and non-contentious matters for clients. In the non-contentious field, we provide both domes- dispatched overseas senior executives and other tic labor law counseling and counseling and services relating to labor laws and immigration employees laws of other jurisdictions. Our clients include Fortune 500 multinationals and large Advising clients on dealing with white collar crimes, state-owned and central enterprises, as well as small and medium-sized companies and sexual harassment, violation of conflict of interest even startups. Zhong Lun is the only China-based member of L&E Global, a world-leading rules, infringement of trade secrets, and other international labor law alliance. Working with other members of L&E Global, Zhong Lun’s compliance issues, and assisting clients in investi- labor and employment team provides labor and immigration law services to Chinese compa- gating and collecting evidence and terminating nies seeking to go global. employment
Offering trade union law related services, such as drafting, reviewing and revising collective contracts,
participating in collective bargaining, guiding clients on the establishment of trade unions, and handling “There is a complex litigation which we think is impossible, but the lawyers “ disputes with trade unions give us unique advice and creative strategies.” Advising clients on reporting of, payment for, “The employment team is very meticulous. Zhong Lun is very well pre- transfer of, and compliance issues related to, social “ pared, with great depth.” insurance ——Chambers Asia Pacific 2020 Providing clients with proposals and plans for resolution of labor disputes, and representing clients in labor-related mediation, arbitration and litigation Providing training to clients on labor and employ- ment law, compliance/anti-corruption, protection of trade secrets, etc.
39 40 TAXATION & WEALTH PLANNING
Zhong Lun is one of very few law firms that can provide comprehen- Taxation sive tax laws and private wealth planning services, especially in regard “I recommend Zhong Lun wholeheartedly. It's hard to find a firm in to international tax laws and cross-border wealth planning. China that understands foreign clients and Western expectations, “but Zhong Lun understands us and what the topics are.” ——Chambers Asia Pacific 2020
Highly Recommended (Band 1) in Tax for several consecutive years
(Chambers Asia Pacific) Wealth planning The Leading and Only Recommended Firm of China in Wealth Plan- “Zhong Lun is a top-tier firm.” “ ning for two consecutive years “Dominant in the wealth management market.” (Chambers Asia Pacific) “Senior and seasoned in the area.” Highly Recommended in Tax ——Chambers Asia Pacific 2020 (The Legal 500 Asia Pacific, 2016 - 2020)
Outstanding Firm in Tax (Asialaw Profiles, 2016 - 2020) SCOPE OF SERVICES Taxation Taxation Firm of the Year Tax strategies for investment entry and exit (China Business Law Journal, 2013 - 2016 & 2020) Investment structuring, and tax planning for investment and financing Tax counselling on and planning for restructurings and M&As Tax compliance and planning for high-net-worth individuals and company execu- tives Advice on automatic exchange of information and the Common Reporting Standard (CRS) As a premier law firm in tax law and individual and family wealth planning, Zhong Lun boasts one of the most Tax counselling for companies’ daily operations highly-regarded tax practice teams in China. Renowned for its solid international expertise, Zhong Lun’s tax Import and export tax advice team is particularly adept at dealing with complex cross-border tax issues, including providing high-quality tax Counselling on tax efficient supply chain management planning and transfer advice, tax planning and dispute resolution for transnational investment and transactions. All our tax lawyers pricing graduated from top law schools at home and abroad and possess a keen knowledge of both Chinese and Tax dispute resolution international tax laws. In addition, they also have an extensive understanding of other legal areas, such as company law, financial law, foreign investment law, securities law, real estate and funds related laws. Wealth Planning Premarital property and wealth Assisting in structuring and Our clients come from diversified industries, including manufacturing, technology, finance, medicine, invest- planning drafting family charters ment fund, real estate, telecommunications, energy, logistics, infrastructure, trade, construction, and modern Marital property and wealth planning Personal family-related matters advisory services services, and are mostly global multinational companies, funds and the most influential enterprises in China. Property and wealth planning before immigration Integrated family wealth planning As one of the largest and most experienced private client counsels in Greater China, Zhong Lun’s lawyers Property and wealth planning for major Matrimonial litigation specialize in providing comprehensive wealth planning services for high-net-worth individuals and families. shareholders at pre- or post-IPO stages Inheritance litigation For litigation services, Zhong Lun is an expert in matrimonial and inheritance disputes, and complicated prop- Will planning and allograph testament Difficult and complex matrimo- erty lawsuits arising therefrom. With respect to non-litigation services, Zhong Lun’s services cover property Property holding planning nial/inheritance litigation distribution planning, family trust and insurance planning throughout the full span of marriage, as well as allo- Domestic/overseas insurance planning Marriage and inheritance related commercial ligation (involving graph testament in inheritance. Entrusted shareholding agreement projects and family comprehensive wealth Planning for and establishment of equity interests, real estate, etc.) planning services are also among Zhong Lun’s specialties. domestic/overseas family trusts and other related litigation
41 42 CUSTOMS & TRADE COMPLIANCE
The key members of Zhong Lun’s Customs & Trade Compliance Team have work experience at China’s Ministry of Commerce or the legal or customs affairs departments of local customs offices and have long been practicing on international trade investigations and enterprise compliance which gives them proficiency in international trade and customs supervision laws and multilateral treaty systems. Based on our wide international perspective and extensive local experience, the team is capable of providing full-range legal services that can match up to the clients’ various requirements, including those relating to export control, economic sanctions and other emerging areas.
As legal counsel for the Ministry of Finance, the Ministry of Justice, the Ministry of Commerce and other ministries or industry regu- lators, Zhong Lun’s Customs & Trade Compliance Team has always kept a good relationship and smooth communication with Chi- nese, American and EU governmental agencies in charge of tariff measures, trade control and economic sanctions. In addition, the team has established an excellent working relationship with China’s General Administration of Customs and its agencies and local counterparts, industry associations and similar organizations, forming a bridge for effective communication between enterprises and the Customs.
The team has dealt with high-profile cases on trade control and economic sanctions, such as the United States’ investigation of ZTE, and provided trade policy advice to Huawei. With years of practice in this field, the team has accumulated extensive experi- ence in responding to investigations initiated by China or the U.S. on export control and economic sanctions, as well as in manage- ment of import and export licenses for the aerospace high-tech sector, establishment of trade compliance system, cross-border compliance supervision and investigation, etc. Our clients come from a wide range of industries, including automobile, telecommuni- cation, electronics, aerospace, shipping logistics, petrochemical, energy and financing.
SCOPE OF SERVICES International Trade Compliance Import and export control, risk screening of sanctioned countries Compliance risk assessment on companies’ overseas operations and establishment of comprehensive compliance systems Export control license exemption and license management Import & export clearance and customs guarantee Commodity inspection and quarantine procedures Country of origin compliance, tariff measures and global supply chain management support
Response to International Trade Investigations Response to investigation on international export control and economic sanctions End-user and end-use verification Removal of names from sanction lists, including UVL, Entity List and SDN List
Customs Cases and Legal Remedies Import and Export Taxes Responding to customs inspections Customs’ verification of duty-paid values Responding to customs auditing Classification and pre-classification of goods Responding to customs anti-smuggling investigations Tax relief for imported and exported goods Responding to customs investigations on intellectual property Representing clients in administrative reconsideration Representing clients in administrative litigation
43 44 LITIGATION & ARBITRATION
Highly Recommended in Dispute Resolution for several International Arbitration Centre (SIAC), Beijing Arbitration consecutive years Commission, Shanghai Arbitration Commission, and Shenzhen Arbitration Commission. In addition, a dozen (Chambers Asia Pacific) of our partners serve as arbitrators at the HKIAC, CIETAC, Beijing Arbitration Commission, and other local arbitration commissions. PRC Law Firm of the Year - Dispute Resolution (Chambers, 2017 & 2019) Our broad client base includes both influential domestic clientele and numerous international heavyweights, who are deeply impressed with and highly praise us for our Ranked Tier 1 for several consecutive years excellent language abilities, communication skills, exper- (The Legal 500 Asia Pacific) tise, commitment, and seamless teamwork.
Outstanding Firm in Dispute Resolution (Asialaw Profiles, 2016 - 2020)
Dispute resolution (Domestic) Law Firm of the Year (China Business Law Journal, 2020)
Dispute Resolution Firm of the Year – China (China Law & Practice, 2016 & 2019) “Zhong Lun is experienced in working with both multinationals and Chinese corporations on com- plex compliance, litigation and antitrust matters.”
Zhong Lun’s Litigation and Arbitration team boasts a wealth of experience in handling litigation, “ Zhong Lun's strength lies in the team's combina-
arbitration, enforcement and various emergencies and is without a doubt a cut above other con- “ tion of smooth communication and co-operation tenders in this practice area. with rich litigation experience.” Our team has an established practical workflow: first, we help our clients in any way we can to ——Chambers Asia Pacific 2020 “ prevent a dispute from arising; second, if our clients get involved in a dispute, we come up with tailor-made and well-developed solutions to ensure that our clients have the upper hand during dispute resolution. Meanwhile, we leverage the wisdom that we have gained from Asian culture to help our clients reach a settlement with the opposing party to minimize the dispute resolution costs that our clients may incur.
We hold on to the belief that the best advice should be direct, practical, clear-cut and in the best interests of our clients. To that end, we always take a pragmatic approach that encompasses our local expertise and international capacities to help our clients present their reasoning and evi- dence in the most possible effective way, thus ensuring the ultimate interest of our clients.
Zhong Lun is recognized as one of the law firms appearing most before the Supreme People’s Court of China in civil and commercial litigation cases. We also have extensive experience in rep- resenting our clients in arbitration cases before the China International Economic and Trade Arbi- tration Commission (CIETAC), Hong Kong International Arbitration Centre (HKIAC), Singapore
45 46 COMPLIANCE/REGULATORY
Highly Recommended in Corporate Investigations/ Anti-Corruption
(Chambers Asia Pacific, 2018 - 2020) “Zhong Lun really understands our needs, even in a fast-changing environment. They are valuable in that “ Highly Recommended in Regulatory/Compliance they not only help us with current issues, but also help (The Legal 500 Asia Pacific, 2018 - 2020) us to identify what the legislative and regulatory trends “ are and what problems and opportunities we are likely to encounter in the future.” Highly Recommended in Financial Services Regulatory “Zhong Lun has expertise in the subject matter and are experienced in working with multinationals and Chi- (Asialaw Profiles, 2016 - 2020) nese corporations on complex compliance and litiga- tion matters.” Anti-Bribery and Compliance Law Firm of the Year ——Chambers Asia Pacific 2020 (China Business Law Journal, 2016 - 2020)
In the field of Compliance, Zhong Lun has a strong team consisting of 39 domestic and SCOPE OF SERVICES foreign partners and more than 100 professionals. All our compliance lawyers graduat- ed from preeminent domestic or foreign law schools with an international outlook and Establishment of comprehensive compliance systems of advantages in providing bilingual services, and many of them have work experience in enterprises the legislature, courts, procuratorates, public security authorities, regulatory institu- tions, and large enterprises. All these enable them to have a deep and thorough under- Internal investigation, regulatory defense, and crisis manage- standing of clients’ needs and regulators’ requirements. ment
We offer our clients full-range and one-stop compliance legal services, covering but not FCPA and other foreign anti-corruption/anti-bribery compliance limited to comprehensive compliance systems, trade control and economic sanctions services compliance, cyber security and data protection compliance, antitrust compliance, Compliance services in domestic and overseas M&As and investment and M&A compliance, “Belt and Road Initiative” compliance, regulatory investment defense, internal investigation, compliance review, compliance consulting, and compli- ance training. We can provide clients with quality services especially tailored to protect Prevention and control of compliance risks in business transac- their core interests and create value for them at the same time. tions
Our services are highly recognized by high-end clients. We have forged close coopera- Daily compliance advice and training tion with large central enterprises and Fortune 500 companies and accumulated rich Criminal compliance services experience in various industries, including energy, finance, medicine, automobile, the Internet, construction, and real estate. We also serve as a legal consultant for regulato- Cyber security and data protection compliance services ry authorities, such as the Ministry of Finance, the People's Bank of China, the China Compliance services on anti-monopoly Banking Regulatory Commission, the Ministry of Commerce, and the Ministry of Natu- ral Resources. With such sound rapport, we can help our clients to communicate Compliance services on tax, environmental protection, and other smoothly with regulatory authorities. sectors
47 48 CRIMINAL COMPLIANCE
Zhong Lun boasts a team of top-notch lawyers SCOPE OF SERVICES dedicated to Criminal Compliance practice. Led Prevention and Management of Criminal Risks, Establishment of Compliance/Anti-corruption by internationally known and seasoned part- Systems, and Day-to-day Legal Counseling ners, the team has defended many high-profile individuals, including persons in charge of large Advising clients on criminal risk management/compliance/anti-corruption in line of their business models and state-owned companies, famous entrepreneurs, in compliance with laws of China and other jurisdictions, such as the U.S. and the EU, and assisting in the and senior officers of listed companies, securi- localized application of foreign laws ties companies and multinational corporations, Providing training, day-to-day counseling and law updates in relation to prevention and management of and assisted large multinational corporations, criminal risks/compliance/anti-corruption, and helping clients establish and improve their internal compliance central enterprises, and financial institutions in rules and risk management systems establishing compliance/anti-corruption sys- tems. Formulating tailored criminal compliance guidelines for clients, establishing and improving specific preven- tion, assessment, investigation and handling mechanisms of criminal risks, and assisting clients in carrying The team maintains a roster of legal talents out criminal compliance management who have both international outlook and in-depth local experience. Most of them have Advising on case-specific prevention and management of criminal risks/compliance/anti-corruption, and work experience in court trials, public prosecu- assisting in responding to investigations, surprise checks and inquiries conducted by government authorities, tion, and investigation into white-collar crimes with our services including contingency planning, on-site assistance, and crisis management and other economic offenses with courts, procu- Providing legal hotline service for our clients’ senior officers exposed to criminal/compliance/anti-corruption ratorates and public security bureaus across risks, ensuring that effective legal counseling is instantly available to the clients China. The team has built effective communica- tion channels with all levels of judiciary bodies Providing criminal risk management/compliance/anti-corruption advice to Chinese companies on laws of throughout the country. their outbound investment destinations, and helping them participate in the Belt and Road Initiative and other outbound investment projects Our criminal compliance lawyers work in multi- Conducting, upon clients’ request, investigations into or examination of their counterparties (such as their ple languages, which enables them to provide a suppliers), including the counterparties themselves and their shareholders, actual controllers and senior comprehensive range of legal services regard- officers, in terms of criminal risk management/compliance/anti-corruption ing crimes committed overseas by or against domestic companies and crimes committed by Dealing with Criminal Investigation/Criminal Defense/Representation in Cases Involving Both Criminal or against foreign investors in China. We have and Civil Claims handled a multitude of criminal cases initiated in Assisting clients in dealing with emergencies where criminal/compliance/anti-corruption investigations are Italy, Canada and other countries over bank- initiated without warning by relevant authorities, swiftly proposing preliminary responsive measures, and ruptcy fraud and contract fraud, just to name a helping contain public reaction few, and have helped foreign businesses from the U.S., Japan, Thailand and other countries to Providing clients with comprehensive criminal defense services, and developing the best possible defense deal with contract fraud, tax crimes, illegal fund- strategies with a view to securing the most favorable results for them raising, smuggling, etc. in China. Representing clients in criminal cases involving civil proceedings or in connection with civil or administrative With due diligence and impeccable expertise, actions, and assisting clients in collecting evidence and responding to claims our Criminal Compliance team has offered and Helping clients establish sufficient and effective communication with case handling authorities regarding will continue to offer our clients with premium criminal coercive measures, compensation, settlement, and enforcement in order to obtain the best possible services tailored to their needs. results for the clients
Representing clients in cases where criminal and civil issues are intertwined, and assisting in initiating judicial investigation of criminal offences with a view to winning favorable results for the civil part of the cases through evidence collection, investigation and judgment of the criminal part of the same
49 50 SHIPPING & MARITIME
Recommended as Recognized Practitioner in Shipping Special Maritime Procedures (Chambers Asia Pacific, 2020） Preservation for maritime claims, preservation of maritime evidence, and maritime injunction Recognition and enforcement of foreign arbitral awards Highly Recommended in Shipping Limitation fund for maritime claims (including limitation fund for oil pollution damage) (The Legal 500 Asia Pacific, 2016 - 2020） Non-litigation Matters Ship financing and container financing Highly Recommended in Shipping, Maritime & Aviation Acting as long-term legal counsel for shipping companies, shipbuilders, logistics (Asialaw Profiles, 2016 - 2020) companies, trade companies, shipyards, etc. and advising on restructuring, M&A, bankruptcy and other non-litigation matters
PRC Law Firm of the Year-Shiping & Maritime Maritime Commercial Matters (Corporate INTL Global Awards, 2020) Contracts of carriage of goods by sea (including cargo damage, cargo shortage, release of cargo without original bill of lading, transfer of bill of lading, and pledge) Zhong Lun’s Shipping and Maritime Team offers full legal services concerning Disputes regarding charter contracts (time charter, bareboat charter, etc.) shipping and maritime matters, including domestic maritime litigation (before Sale, purchase, finance lease and management of ships maritime courts across China, their superior courts and the Supreme Court of Building, repair and engineering of ships China), domestic and international maritime arbitration, and shipping/maritime non-litigation matters. Ownership, priority, mortgage and lien of ships Contracts of towage and pilotage All our maritime lawyers have law degrees from prestigious law schools at home and abroad, and several partners were veteran maritime judges before Ship and cargo agency, logistics and storage joining Zhong Lun. With impressive expertise, extensive experience and con- Contracts for supply of materials, fuel and spare parts relating to operation of ships siderable proficiency in English, our maritime lawyers excel at handling com- Maritime labor and employment disputes plicated maritime disputes and are recognized as one of the go-to legal teams in the shipping and maritime sector in China. Leasing, operation and management of ports/piers The management, mortgage, pledge, financing and leasing of the cargo, facilities and SCOPE OF SERVICES containers at port Maritime-Related Matters Guarantees related to maritime transport, sale and purchase of ships, marine Ship collision, allision, grounding and stranding engineering, operation and management of ports, independent guarantees and letters of credit Salvage, sea farming facilities, farmed seafood, and marine and seabed facilities Marine insurance and P&I insurance contracts
Marine engineering and product quality liability Trade Illegal detention of ships, cargo, or materials/fuel/spare parts of ships International trade contracts Marine pollution and cleanup International trade settlement and letters of credit Marine salvage, towage and rescue of sunken ships General average Maritime personal injury Shipping fraud Other maritime torts
51 52 INTELLECTUAL PROPERTY
Highly Recommended in Intellectual Property for Our Intellectual Property Team brings together a host of lawyers, trademark several consecutive years agents and patent agents who graduated from prestigious universities at home and abroad and are competent in providing full-range intellectual property ser- (Chambers Asia Pacific) vices to our clients.
Ranked Tier 1 in Intellectual Property (The Legal 500 Asia Pacific, 2017 - 2020)
Highly Recommended in Intellectual Property
(Asialaw Profiles, 2018 - 2020) “Zhong Lun provides excellent legal advice and clear guid- ance. Zhong Lun has the ability to devise a range of strategies WTR1000-The World's Leading Trademark Professionals to overcome issues.” “ (World Trademark Review，2017 - 2020) “ “Very practical - Zhong Lun dose not only focus on weighing in on the legal merit but also on the business operational impact and feasibility.” IP Rankings: Tier 1 Law Firm (ALB, 2016 - 2019) ——Chambers Asia Pacific 2020
Zhong Lun’s Intellectual Property Team has been widely praised for its highly efficient, professional and “one-stop” services in helping Chinese enterprises set foot in the international markets and multinational companies enter the Chinese SCOPE OF SERVICES market. It has been repeatedly recommended in rankings of many authoritative legal rating agencies. For example, Zhong Lun’s Intellectual Property practice Intellectual property infringement litigation (including litigation and non-litigation) and its five partners were highly recom- Unfair competition and trade secret litigation mended in Chambers Asia Pacific 2019; in the 2019 ranking of law firms in Asia-Pacific region announced by The Legal 500, Zhong Lun was selected as Antitrust cases relating to intellectual property “Top-Tier Firm” in the practice area of Intellectual Property; in the “Ranking of Application for and registration of patents, trademarks, copyrights, and IC layout Intellectual Property in China of 2018” announced by Asian Legal Business, Due diligence on, and licensing and transactions of intellectual property Zhong Lun was recognized as one of the “Highly Recommended IP Law Firms in Procedures for administrative protection of intellectual property China of 2018”; in 2019, Zhong Lun was also awarded “2018 China Outstanding Intellectual Property Service Team” by China Intellectual Property Magazine. Re- Anti-counterfeit products and customs protection of intellectual property garding our litigation practice, we acted as legal counsel for four cases of the IP strategy consulting for enterprises “Top 10 IP Hotspots Cases of 2016” selected by IPHOUSE and five cases of the Advising enterprises on IP portfolio management and IP operation “10 Cases Drawing Widespread Concerns in the Community” listed by the Chief Justice of the Beijing Intellectual Property Court, which represent the biggest Assisting clients in responding to IP risks outside of China share among our domestic peers. Three of our partners were selected into the Data protection and cybersecurity “Top 50 Excellent Chinese Intellectual Property Lawyers” by Zhichanli and IPR- Legal affairs in the Internet and the technology, media and telecom (TMT) sectors daily in 2019, making Zhong Lun home to the highest number of winning lawyers in China.
53 54 TECHNOLOGY, TELECOMS & INTERNET
Ranked Band 1 in TMT (Chambers Asia Pacific, 2013 - 2020) Ranked Tier 1 in TMT “ (The Legal 500 Asia Pacific, 2017 - 2020) “Zhong Lun's scope covers every single aspect of TMT.” —— Chambers Asia Pacific 2019 IT, Telco & Media Outstanding Firm (Asialaw Profiles, 2018 - 2020) “
Deal of the Year: CRSC’s A-share listing on Star board (China Business Law Journal, 2019)
Deal of the Year: Tencent Music’s US listing (China Business Law Journal, 2019）
SCOPE OF SERVICES
Providing technology, telecommunications and internet enterprises with full-range legal services, including due diligence investigation, compliance advice, designing of investment structure, restructuring, negotiation, document drafting and transaction closing for their financing, restructuring, mergers and acquisitions, foreign direct investment, and capital market-related transactions Advising on construction and development of basic telecommunications facilities
Over the past two decades, Zhong Lun has been actively involved at the forefront Providing legal services related to big data, protection of personal information and privacy, company data compliance, cross-border transmission, etc. of legal matters related to technology, telecommunications and the Internet and has provided legal advice with considerable experience to numerous tech compa- Assisting clients in making investment in various value-added telecommunications nies, telecom operators, providers of value-added services, and internet compa- services in line with market access policies nies. The Technology, Telecommunications and Internet practice of Zhong Lun Assisting domestic start-up companies in establishing business models that meet the has been consistently ranked Band 1 and highly recommended by Chambers, a requirements of financing and IPO well-respected international legal rating agency, and has received high recom- Providing legal services related to the setup and operations of e-commerce platforms mendations and awards for many times from The Legal 500, China Business Law Journal, Asialaw, and other preeminent industry watchers. Providing cyber security advice concerning the construction of compliance system, cyber security review, protection of key information infrastructure, etc. Our Technology, Telecommunications and Internet practice covers a wide range Assisting clients in their technology deals and licensing and due diligence investiga- of business areas, such as basic telecommunications, internet/e-commerce and tion other value-added telecom business, new technology research and development, Assisting in the settlement of disputes over domain names high-end manufacturing, big data, IoT, artificial intelligence, cloud computing, technology transfer and licensing, compliance of new high-tech products, protec- Offering legal services regarding internet finance, including third-party payment, P2P tion of personal information and data, cross-border transmission of data, cyber lending, crowdfunding, innovative internet financing platforms, internet banking, big data in internet finance, etc. security compliance, and internet finance.
55 56 CULTURE, ENTERTAINMENT & MEDIA
Ranked Band 1 in TMT (Chambers Asia Pacific, 2013 - 2020) “Zhong Lun has provided professional legal services for our “ Ranked Tier 1 in TMT cases with profound legal knowledge and rich experience in (The Legal 500 Asia Pacific, 2017 - 2020) this field.” ““My impression of Zhong Lun is that they are very strong.” IT, Telco & Media Outstanding Firm ——Chambers Asia Pacific 2020 (Asialaw Profiles, 2018 - 2020)
Deal of the Year: Tencent Music’s US listing (China Business Law Journal, 2019)
Deal of the Year: Sogou and Baidu’s patent infringement disputes SCOPE OF SERVICES (China Business Law Journal, 2019) Advising TV stations, radio stations, journals, newspapers, online media, network media, urban transport media and other media organizations on their investment and financing Advising on investments, financing, operations, compliance, protection of rights, and other matters in the fields of movies, TV series, game, animation, music, artwork and other cultural forms of art Assisting in online publication, registration of domain names, and the comprehensive protection of copyrights, trademarks and other intellectual property pertaining to new media Zhong Lun is among the first law firms taking on business related to the cul- ture, entertainment and media industry. After years of practice in this area Providing counseling on the market access of and acquisition and maintenance of since the late 1990s, our lawyers have gained extensive experience and licenses by internet service providers regarding value-added telecom services and on excellent reputation and been highly recommended by Chambers for multiple the prevention of legal risks involved in the establishment and operations of compa- nies and institutions in the culture, entertainment and media sector times. Advising celebrities, screenwriters, directors, composers, lyricists, novelists and other Zhong Lun’s strengths in the Culture, Entertainment and Media practice artists on their creations, performance, endorsement and performing arts manage- mainly lie in the counseling for movies, TV programs, video games, anima- ment tions, new media, advertisement, print media, music records, sports events, Advising on the planning, production, operation and business development for large theme parks, publication, and performing arts management, among others. In stage performances, exhibitions and commercial sponsorships, and on the establish- this practice area, Zhong Lun lawyers not only provide clients with full legal ment, development and operations of performing arts management companies and support for their key matters, such as financing, M&A, listing, compliance and performing arts organizations intellectual property, but also help clients to develop innovative business Advising on the hosting, marketing, broadcasting, live broadcasting and online models in compliance with PRC laws and regulatory requirements. streaming of, sponsorship for，and other types of commercial activities relating to large events and sports events Providing legal services to celebrities and other high-net-worth individuals and families regarding family/cultural charitable trust, charitable donations, individual/fami- ly wealth management, family/cultural charitable foundations, and other types of cultural charitable projects
57 58 HEALTHCARE & LIFE SCIENCE
Ranked Band 3 in Healthcare “Sometimes we contact them during the night-time and over the weekends. Zhong Lun is very responsive and wouldn't say, 'It's the weekend and we
(Chambers Asia Pacific, 2018 - 2020) can't do it.' They're dedicated.” “Zhong Lun is knowledgeable about the legal requirements in the healthcare “ industry and also tax, which is an important aspect, and they have made “ Highly Recommended in Healthcare and Life Sciences (The Legal 500 Asia Pacific, 2018 - 2020) valuable input.” “If we have needs in another area of law, Zhong Lun can mobilise teams to assist us.” Highly Recommended in Healthcare and Life Sciences ——Chambers Asia Pacific 2020 (Asialaw Profiles, 2020) SCOPE OF SERVICES Healthcare Enforcement & Litigation Law Firm of the Year in China Reviewing and designing of compliance systems for companies. We devise and (Corporate INT, 2020) review internal regulations for pharmaceutical companies/medical device companies regarding product marketing, medicine R&D, and management of third parties; issue compliance review opinions on compliance of internal rules; provide compliance training for Deal of the Year: Jinxin Fertility’s HK listing their officers and employees; conduct compliance reviews and demonstrations on business (China Business Law Journal, 2019) models for medical healthcare institutions; and advise on laws and regulations on medical administration and management. Deal of the Year: Ascentage Pharma’s HK listing Regulation. Our services in this regard primarily concern the regulation of medicines and medical devices, and matters we advise on mainly comprise clinical trials, product registra- (China Business Law Journal, 2019) tion, GMP compliance, product marketing, product recall, tendering, antitrust, and price control, among others. We also counsel medical and healthcare institutions on inclusive Zhong Lun’s expertise in Medicine, Healthcare and Life Sciences has always held a top spot in the legal regulation regarding market access, medical insurance, pricing, medical items, quality legal service industry. Fully committed to renovate and deepen our services to keep up with these control, and sanitary control. constantly evolving fields, we have forged our unique and much-praised models of services designed Investment, financing, M&A, and restructuring. We advise on the investment in, financ- for sectors including healthcare, public health, life science, personal health management, rehabilita- ing for and M&A of equities, property rights, and other rights and interests in medical and tion services, senior care, and internet medical care, as well as particular products including medi- healthcare corporate and non-corporate entities; the establishment, fundraising, liquidation, cine, medical equipment, biologicals, dietary supplements and cosmetics, thus keeping abreast with dissolution, daily management, investment, M&A and exit of PE/VC funds investing in the the latest trends in the industry and maintaining our undeniable edge in the fierce competition. health and life sciences sectors; the reform and restructuring of property rights/interests/op- eration rights in state-owned enterprises and institutions and non-profit organizations and Zhong Lun is dedicated to providing the industry with top-notch, one-stop services using our unified their transformation into companies. platform to cater for a great variety of needs from diverse clients in different stages of growth. Our Anti-corruption and response to internal and external commercial bribery investiga- firm has dozens of partners and associates with extensive experience and considerable influence in tions. We act on behalf of our clients to handle legal proceedings lodged against them by health and life sciences. Their sterling track records reflect a deep understanding of the operating industrial and commercial regulators and government authorities, and respond to the rules and development trends, solid background knowledge and hands-on experience in these sec- clients’ internal investigations; we respond to, including in tandem with foreign lawyers, tors. They stay at the forefront of the industry by actively participating in the research on and formula- anti-bribery and anti-corruption investigations conducted by overseas regulatory bodies; we tion of public policies, and by designing new types and models of deals. also assist multinationals and large pharmaceutical/medical device companies in dealing with criminal or administrative investigations regarding commercial bribery. Zhong Lun’s services cover practically every aspect of health and life sciences, including the estab- Dispute resolution. We represent our clients in disputes in relation to medicines and medi- lishment of legal entities engaged in medical care and integrated care, R&D, sales, marketing and cal devices, including disputes over service contracts, distribution agreements, clinical trials regulation of medicines and medical products, M&A, financing and listing of medical care companies, for medicines, compensation for medical damage, and monopoly and unfair competition. protection of intellectual property, compliance, anti-bribery, and dispute resolution. Intellectual Property. We have intellectual property practitioners based across the globe at We provide all-encompassing services to clients in medical treatment, medical insurance and phar- our offices in Beijing, Shanghai, Guangzhou, Hong Kong, London, New York and other metropolises. Consequently, we are well-positioned to render multi-regional, comprehen- maceutical areas, covering the entire life cycle of human beings, and leaving no small branches of sive, professional and innovative legal solutions, concerning matters including cross-border the health care industry unattended for. Our clients include large multinational developers and manu- M&A, sales of medicines, R&D of medicines, patent strategies, transfer of technologies and facturers of medicine/medical devices, various medical healthcare organizations, elderly care institu- relevant cooperation, development, licensing and dispute resolution involving intellectual tions, service providers, domestic industry leaders, and emerging innovative medical care providers. property. 59 60 AVIATION/AUTOMOBILE
Recommended as Recognized Practitioner SCOPE OF SERVICES in Aviation (Finance) Assisting airlines, automobile manufacturers, and (Chambers Asia Pacific, 2017) airport operators in their restructurings, IPOs, mergers and acquisitions, and refinancing
Providing aircraft and automobile manufacturers and Highly Recommended in Shipping, dealers with legal services concerning franchise Maritime & Aviation management (Asialaw Profiles, 2016 - 2020） Advising on the establishment, localized operations and compliance management of wholly foreign owned enterprises and Sino-foreign joint ventures
Providing full-range legal services for the develop- ment, construction, operations, and property manage- ment of civil airports
With the development and application of new energies, China’s Avi- Advising on the protection of intellectual property and ation/Automobile industry is becoming one of the most competitive trade secrets in the aviation/automobile sector and active segments in the national economy. Zhong Lun’s profes- Advising on the bulk trading of aircraft, automobiles sional lawyers provide comprehensive top-quality legal services for and their engines and parts and on related import and both Chinese and foreign clients in this industry. Our clients export, taxation and customs issues include, among others, large airlines, airport group companies, vehicle manufacturers, auto parts manufacturers, ancillary service Advising on the leasing of and financing for airplanes, providers and operators, dealers, and finance lease companies. automobiles and other similar large assets Our Aviation/Automobile team keeps abreast of policymaking Advising on antitrust and unfair competition matters in trends, business situation, regulatory environment and transaction the aviation/automobile business risks in this sector. We devote plenty of time to studying various types of aviation/automobile businesses as well as related laws, Providing legal services related to international air administrative regulations, other regulatory documentation and cargo transport and passenger transport administrative procedures and put what we have learned into our Assisting clients in resolving various disputes in the practice. Indeed, our extensive knowledge of both law and industry aviation/automobile sector have gained us deep trust from our clients. Assisting automobile manufacturers in resolving their In the aviation sector, we provide daily legal services for aircraft disputes over product quality and after-sale service deals of large airlines, such as Air China, China Eastern Airlines, and special legal advice on aircraft financing documents of financ- Advising domestic automobile manufacturers on their ing institutions. We have also rendered full service to our clients in overseas establishment of R&D and production business entities their transfer of leasehold aircraft asset portfolios in the secondary market.
In the automobile area, we have a long-standing experience in delivering a comprehensive array of services for clients in the tradi- tional automobile field. Meanwhile, we have counseled Tesla and other players in the emerging automobile market on their construc- tion of factories for new energy vehicles, building and leasing of charging facilities, operations of regular chains, etc.
61 62 NATIONAL DEFENSE & MILITARY INDUSTRY
With the continued advance of China’s comprehensive national power and robust technological development in National Defense and the Military Industry, enterprises in this sector shoulder a dual strategic task of both helping develop the nation’s economy and safeguarding national security. As China’s national defense and military industry grows, the talents, technology and resources in the arms industry continue shifting to serving civilian purposes, and non-military enterprises become increasingly engaged in the military industry. Such trends lead to the convergence and sharing of military and civilian resources, forming between the military and civilians a comprehensive, highly efficient and deeply integrated cooperation that covers a multitude of sectors.
Zhong Lun’s professional teams take the lead in providing legal services for the National Defense and Military Industry. Among the first entities included in the List of Legal Consulting Providers for the Confidential Military Industry Business released by the State Administration of Science, Technol- ogy and Industry for National Defense, our Chengdu office has obtained a Certificate of Registration as an Entity Meeting the Requirements of Security and Confidentiality of the Confidential Military Industry Business, and is equipped with practitioners who are privy to confidential matters in relation to the military industry and well-versed in providing counseling services related to electronic infor- mation, new materials, high-end tech equipment, technology transfer and other fields to defense technology institutions, military enterprises, and military supporting enterprises of a civilian nature.
SCOPE OF SERVICES Capital Markets Pre-IPO restructuring and reorganization
Private equity financing
Domestic initial public offering of shares
Refinancing of listed companies (including stocks, convertible bonds and other financing instru- ments)
Acquisitions and major asset restructuring of listed companies
Equity investment and mergers
Design of management incentive plans and employee stock ownership plans
Legislative Activities Zhong Lun is the sole law firm invited by the State Administration of Science, Technology and Industry for National Defense to participate in the drafting of the Regulations on Nuclear Security
63 64 1993 Zhong Lun Law Firm PROFESSIONAL was founded
2010 Zhong Lun Charity Fund was established
ENTERPRISING 2014 OUR SOCIAL Zhong Lun Charity Foundation RESPONSIBILITY was officially registered
OUR VALUES 2017 Zhong Lun Charity Fund officially certified
INCLUSIVE
As a socially responsible full-service law firm, Zhong Lun treasures the support it receives from the society and makes great efforts to repay the kindness. To this end, Zhong Lun Charity Fund (the “Fund”) was established with unanimous consent at the firm’s first partners’ meeting in 2010. On May 7, 2014, Zhong Lun Charity Foundation (the “Foundation”) sponsored by Zhong Lun Law Firm was established as a PE fund upon approval by Beijing Civil Affairs Bureau, with a registered capital of RMB 2.05 million.
The Foundation focuses on a variety of matters, including healthcare, environmental protection, education, disaster relief, support of underprivileged people, pro bono legal service, legal aid, and volunteering.
Fully dedicated to charitable work, the firm offers the Foundation a well-connected and well-resourced platform for its development. Zhong Luners have been cooperating with clients to establish multiple SHARING special funds, the most notable of which are Teachers’ Outlook Fund, Love Without Boundaries Fund, Top Spring Education Aid Fund, Zhong Lun - Nankai Scholarship Fund for Overseas Education and the Fund for Research Projects of PKU Law & Development Academy.
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