君合律师事务所

On March 25, 2025, the State Administration for Market Regulation (SAMR), the enforcement authority of the Anti-Monopoly Law of the PRC (AML), released the Discretionary Criteria for Administrative Penalties for the Illegal Implementation of Concentrations of Undertakings (Trial) (Benchmark)1 dated February 19, 2025. The Benchmark unveils the underlying principles, calculation methods and specific factors that SAMR will consider when imposing administrative sanctions (though the main text is mostly focused on calculating the fine) on the illegal implementation of concentrations of undertakings (illicit concentration). The Benchmark took effect immediately and covers violations after August 1, 2022.

JunHe Advises on the Sale of FibroGen China’s 100% Equity Interest to AstraZeneca On February 20, 2025, the overseas shareholder of FibroGen (China) Medical Technology Development Co., Ltd. ("FibroGen China") and the overseas entity of AstraZeneca signed a series of overseas transaction documents regarding the acquisition of FibroGen China. The transaction is expected to close in mid-2025, subject to customary closing conditions such as a regulatory review by the Chinese government.   The total consideration for this transaction is approximately USD 160 million. As the PRC legal counsel to the overseas shareholder of FibroGen China, JunHe provided whole-process legal services, including advising FibroGen China on the due diligence and revising and finalizing the overseas transaction documents.    FibroGen China is a biopharmaceutical technology company that was incorporated in November 2011 in the Beijing Economic-Technological Development Area. It has a formulation production plant in the Beijing Economic-Technological Development Area and an active pharmaceutical ingredient production plant in Cangzhou, Hebei. FibroGen China is dedicated to the research and development of innovative drugs, including Roxadustat (trade name: Evrenzo®), the world's first innovative drug based on the Nobel Prize-winning mechanism—Hypoxia-Inducible Factor (HIF) and the oxygen-sensing breakthrough theory. Roxadustat was launched in China in 2018 for the treatment of anemia caused by chronic kidney disease (CKD) in patients undergoing dialysis. In 2019, Roxadustat was approved for a new indication of anemia in non-dialysis-dependent chronic kidney disease (NDD-CKD) patients. As a globally first-in-class drug, Roxadustat has been used for the treatment of anemia in both dialysis and non-dialysis chronic kidney disease patients in China, bringing a new therapeutic breakthrough to a vast number of Chinese chronic kidney disease patients. The sales of Roxadustat exceeded RMB 1 billion in 2021 and surpassed RMB 2 billion in 2023.   AstraZeneca is the world’s leading pharmaceutical company with headquarters in the United Kingdom. It operates in over 100 countries and regions worldwide. The company focuses on the research, development, production, and marketing of various drugs, with a focus on therapeutic areas such as oncology, cardiovascular, renal and metabolism, respiratory, and immunology.   Under a tight schedule, the JunHe team closely cooperated with all the concerned parties. They leveraged their extensive experience and professional expertise in similar projects to assist with the contract conclusion for the sales deal and earned high recognition and praise from the client.    Partners BU, Yimu, LIU, Ning and LOU, Lan led the JunHe team, and partners Ning Liu and LIN, Tao were responsible for the specific work. 

JunHe Advises Marketingforce on Two New Share Placements Marketingforce Management Ltd. ("Marketingforce" or the "Company", HKEX: 02556) recently completed two new share placements, with the JunHe team acting as the Company's PRC legal counsel. Marketingforce issued a total of 21,105,800 shares through the two new share placements, raising approximately HKD 1.315 billion. With the rapid development of large domestic AI models this year, market sentiment has been boosted in the AI industry and AI SaaS is a promising prospect. The JunHe team advised Marketingforce on the new share placement throughout the entire process, assisted with the China Securities Regulatory Commission filing and cooperated with the Company and the other intermediaries in successfully implementing the project. Marketingforce was established in 2009 and is a global leader in AI SaaS intelligent marketing cloud platforms. The Company focuses on digitalization and intelligence and provides comprehensive digital services while integrating advanced multimodal large models. It has developed AIGC products such as AI-generated text/images/videos, intelligent customer service, and intelligent marketing decision-making systems. These products offer clients full-chain, all-scenario intelligent services that integrate "efficient customer acquisition across areas, precise demand identification, automated marketing management, and customer conversion through e-commerce." Partners WANG, Yi, SHANG, Shiming (George) and WAN, Shang led the JunHe team, and partner LAO, Chengzhe provided support for the internal control matters.

君合律师事务所 was honored to participate in the 2025 China Schools Forum hosted by the British Chamber of Commerce in China (BritCham China) in Beijing last Friday. Mr. Jeffrey Wilson, counsel at JunHe LLP, actively engaged with leaders from the international and bilingual school communities at the 2025 China Schools Forum. Mr. Wilson addressed key legal challenges and upcoming changes affecting private bilingual and international schools in China, including data protection regulations, off-campus tutoring policies and employment issues for foreign national staff. We'd like to express our appreciation to BritCham China, Julian Fisher, Graeme Wallace, Harry Bell, Charlie Williams 魏家礼, and the organizing team for facilitating this insightful exchange. At 君合律师事务所, we remain committed to empowering educational institutions with forward-thinking legal solutions. Moving forward, we remain steadfast in our commitment to advancing collaboration and innovation within the international education sector across China.

JunHe Boosts Capital Markets Capability with Hire of Olivia Lin JunHe is pleased to announce that Ms. Qi (Olivia) Lin has joined its Hong Kong office in January 2025. Ms. Lin has extensive experience in U.S. securities laws particularly in connection with initial public offerings in the U.S. and Hong Kong, high-yield notes offerings and annual compliance for U.S. listed companies. Olivia obtained her Bachelor of Laws from Sun Yat-sen University, School of Law, and her Master of Laws from the University of California, Berkeley, School of Law. Between 2021 to 2024, she also attended three week-long programs at Harvard Law School Executive Education as part of the Milbank@Harvard associate training and development program. Before joining JunHe’s Hong Kong office, Olivia worked at the Hong Kong and New York offices of Milbank LLP, as well as the Hong Kong office of Allen & Overy LLP (now A&O Shearman) and Simpson Thacher & Bartlett LLP, where she gained diverse professional and practical experience in U.S. securities laws. Over the course of her decade-plus career, Olivia has represented issuers as well as international and China-based investment banks on a full spectrum of equity and debt capital market transactions, including SEC-registered offerings, Hong Kong IPOs, Rule 144A and/or Regulation S debt offerings, liability management transactions, debt restructurings, U.S. securitizations and U.S. going private transactions. She has also advised U.S. listed, China-based companies on their annual compliance and corporate governance matters. Her experience spans sectors including renewable energy, real estate, education, mining and metals, TMT, e-commerce, digital infrastructure, manufacturing and consumer goods. With her outstanding professional expertise, Olivia has earned high praise and trust from clients, building an excellent reputation. Olivia will continue her work on a wide range of U.S. and Hong Kong capital markets transactions, including but not limited to initial public offerings in the United States and Hong Kong, U.S. dollar denominated-bond issuances and U.S. annual compliance matters for quality enterprises and investment banks. “At JunHe, we are committed to providing exceptional one-stop legal services to both issuer and investment bank clients in the Greater China Region,” said Olivia. The addition of Ms. Lin strengthens JunHe's U.S. and Hong Kong capital markets capabilities in its Hong Kong office. This also enables JunHe to leverage its integrated platform with PRC and international capital markets teams working seamlessly as one firm, providing one-stop legal solutions to its Greater China-based issuers as well as global and Chinese investment bank clients in a most efficient manner. 

Due to downturns in the market, an increasing number of businesses are being forced into distress and bankruptcy. Many investors are looking for opportunities in reorganization procedures for distressed companies, and successful investment in these companies may bring substantial returns. We have written a series of articles summarizing the legal pathways for investors to participate in the bankruptcy reorganization of publicly listed companies in China. We will discuss the legal issues that need attention and share our experience. In this article, we focus on the business value of the effective reorganization of distressed listed companies. #China #SpecialSituations #NPL #Bankruptcy #Insolvency #Reorganization #ListedCompanies

On November 8, 2024, the Standing Committee of 14th National People’s Congress enacted the Energy Law of the People’s Republic of China at its 12th session. This marks the promulgation of China’s first overarching national statute governing the energy sector, which will take effect on January 1, 2025. The Energy Law serves as a high-level legislative framework, addressing core issues and laying the groundwork for future regulatory developments in the energy industry in China.

On November 1, 2024, the Ministry of Commerce, the China Securities Regulatory Commission, the State-owned Assets Supervision and Administration Commission of the State Council, the State Taxation Administration, the State Administration for Market Regulation, and the State Administration of Foreign Exchange jointly issued the Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors (Decree No. 3 of 2024, hereinafter referred to as the “New Measures for Strategic Investment”), which will come into effect on December 2, 2024.

JunHe Ranked Tier 1 in GCP PRC Law Firm Rankings 2024: Insolvency & Restructuring On November 7, 2024, GCProfiles announced the GCP PRC Law Firm Rankings 2024: Insolvency and Restructuring. JunHe ranked tier 1 in both the “Insolvency and Restructuring: Administrator” and "Insolvency and Restructuring: Debtor/Creditor or Investor" lists with its professionalism and innovation capabilities. https://lnkd.in/gdhKprfn

JunHe Wins Five Awards at the 2024 Legal Industry Conference On November 20, 2024, the 2024 Legal Industry Conference, hosted by the Legal Guru Club and the Legal Hall of Fame, was held in Shanghai. The Excellent Law Firms Recommended by General Counsels of Well-Known Chinese Enterprises was released at the conference and JunHe won five awards for its exceptional performance. JunHe’s founding partner, Mr. Xiao Wei, delivered a lively speech at the award ceremony. He recounted stories between him and the Legal Guru Club’ founder in the form of a stand-up comedy set and ingeniously interpreted the origin and connotation of the awards. His witty and insightful remarks brought laughter from the audience and inspiration to many. JunHe won the following awards: Clients Preferred Firm of the Year - Foreign Investment Clients Preferred Firm of the Year - Corporate Compliance Clients Preferred Firm of the Year - Investment and M&A Deal of the Year (Non-contentious) - Banking and Finance - The Take-Private of Chindata Group by Bain Capital Clients Preferred Lawyer of the Year - M&A - Liu Ning https://lnkd.in/gQq74J95