Overview

Capital markets are one of ZHH's core sectors. With rich experience in practices, ZHH customizes corporate governance systems for clients and formulates all-round solutions for domestic and overseas IPOs, refinancing, M&A by drawing on the successful service experience of lawyers. Also based on its many years' practices, professional advantages and competence and supplemented by good cooperation and exchanges with domestic and foreign investors, intermediaries and underwriters, ZHH has had extensive experience in practices and many successful cases in sub-sectors including incorporation, shareholding reform, private placements and IPOs and listing, M&A and restructuring, and refinancing, providing strong support for various companies in capital markets. ZHH is well trusted and received by clients based on its efficient, meticulous and professional legal services.

Lawyer Team

ZHH's capital markets are under the management of a cross-office integrated team based on ZHH's Securities Center. The team now consists of over 10 partners and 40 lawyers. The team members have rich experience in capital markets and many of them are even certified with overseas lawyer qualifications. After many years' practical exploration, ZHH has developed a set of effective service methods and working procedures and has established very close cooperation on capital markets with prominent overseas law firms in the UK, Europe, the US, Japan, South Korea and Singapore. Meanwhile, as the legal consultant of many listed companies, investment companies and securities companies, ZHH can provide clients with a full range of legal services in capital markets.

Major Services

Equity financing

• IPO of shares and listing in China and abroad
• refinancing bylisted companies (including public offering, private placement, rights issue, etc.)

Debt financing

• issuance of corporate bonds, and convertible bonds by listed companies
• issuance of short-term financing bills, medium-term notes, collection bills, and corporate bonds, etc. by listed companies
• issuance of private placement notes by SMEs

M&A and restructuring

• issuance of shares by listed companies to purchase assets and major assets restructuring
• backdoor listing
• acquisition of listed companies

Other capital markets-related legal affairs

• equity incentives or option plans of listed companies
• repurchase of shares by listed companies
• information disclosure of listed companies
• improvement of the governance structure and the internal control system of listed companies

Latest Typical Projects/Cases

• Legal services to a large high-end manufacturerfor its IPO on the main board of the Shanghai Stock Exchange

The project company, a large domestic high-end manufacturer, raised more than RMB 1 billion with an IPO of 45 million shares. ZHH's lawyers designed a new company as the listing entity depending on its actual conditions. At the stage of internal restructuring, ZHH's lawyers designed a restructuring plan, assisted in preparing and drafting restructuring-related legal documents, drafting and auditing the company's internal governance rules, and issuing special legal opinions; at the stage of pre-listing tutoring, legal services included, without limitation, reviewing the legitimacy of its shareholders' meeting, board of directors and board of supervisors, giving necessary tutoring to the new company's directors, supervisors and senior executives, proposed rectification opinions to the new company, conducted special governance and provided legal consulting on the new company; at the stage of application, our legal services including but not limited to IPO and listing-based legal opinions, supplementary legal opinions, lawyers' work reports, and certificates of title authentication opinions and drafting or reviewing other legal documents required for listing.

• Legal services to a national high-tech enterprise for its IPO on the main board of the Shanghai Stock Exchange

The project company, a national high-tech enterprise, raised approximately RMB 250 million with an IPO of some 25 million shares. ZHH's lawyers coordinated various cooperative intermediaries to seek and provide it with systematic and comprehensive listing-related legal services and solutions based on the company's industry characteristics and business models, including but not limited to full legal services at the stage of its internal restructuring, pre-listing tutoring, and application materials, etc.

• Legal services to a large company for its Reverse Merger on the main board of the Shanghai Stock Exchange

ZHH's lawyers helped a large domestic company with its reverse merger on the main board of the Shanghai Stock Exchange. The project was carried out in the form of asset swaps as well as the issuance of shares to purchase assets. The listed company overall swapped all of its assets and liabilities with the purchaser’s 100% wholly-owned subsidiary, with the difference to be purchased by the listed company by issuing shares. ZHH's lawyers provided full legal services for this project, including but not limited to formulating a restructuring plan, signing and submitting for approval an agreement, and implementing restructuring. ZHH's team was well received by the client and cooperative intermediaries for its extensive project experience and in-depth understanding and pre-judgment of regulatory policies.

• Legal services to a GEM-listed company for its major asset restructuring project

The listed company under this project purchased assets and raised supporting funds by issuing shares and paying cash, in a way to constitute major assets restructuring. The total amount of the acquisition target exceeded RMB 2 billion, and RMB 1 billion supporting funds were to be raised. After restructuring, the listed company achieved cross-industry M&A. ZHH's lawyers provided full legal services for this project, including but not limited to designing a transaction plan, conducting due diligence on the target company, negotiating, drafting and assisting in signing transaction documents, issuing related legal opinions and supplementary legal opinions, assisting the listed company in carrying out applicable submissions for approval announcements, and assisting in post-restructuring legal services at the stage of integration 

• Legal services to a manufacturing MNC for its proposed IPO on the Hong Kong Stock Exchange

The project company operates in mainland China, Hong Kong and Macau, China, and many other places. Its group structure includes a multi-level and cross-border distribution in the Cayman Islands and the British Virgin Islands. ZHH worked closely with the sponsor and overseas cooperative law firms to provide this project with legal services including but not limited to designing pre-listing group restructuring steps, requesting for restructuring-related tax filing as per the SAT's official document, conducting legal due diligence on the listed company's mainland China subsidiary, issuing the company and the property's legal opinions and supplementary opinions, replying inquiry letters from the Stock Exchange, preparing the part of mainland China laws in the prospectus, and compliance with mainland China laws by the company to be listed on the Hong Kong Stock Exchange.