Capital Markets and Corporate Finance

JT&N was one of the first law firms in China to be qualified by the government to provide legal services in the securities and capital markets field, and the firm has had a dynamic and successful practice specialization in this area since the re-establishment of China’s securities markets in the early 1990s.

The firm’s securities and corporate finance practice has expanded as our clients’ businesses have grown and as China’s capital markets have developed and diversified, particularly in the past decade. JT&N lawyers have contributed directly and indirectly to many significant advances in China’s securities laws and industry practice, and our expertise is grounded in years of hands-on participation in a wide range of securities transactions, from fundamental matters to sophisticated new financing structures and instruments. Our expertise in the complex and rapidly-changing regulatory regime that governs securities transactions in the PRC enables us to provide our clients with the accurate, creative and highly-informed legal advice for which JT&N is known.

JT&N’s securities and capital markets practice has been global from the beginning, and a number of the firm’s securities lawyers hold degrees from US law schools, are members of the bar in the US or have practiced in the US. Our client roster includes entities across the full spectrum of participants in the PRC and global capital markets, including issuers and investors as well as securities companies, futures companies, investment funds, investment companies, venture capital and strategic investment firms and asset management companies.

The firm has an extensive network of excellent working relationships at all levels of the securities industry in China, from the China Securities Regulatory Commission (CSRC) at the national level, to the Shanghai and Shenzhen stock exchanges, to local SAFE branches throughout the country.

JT&N attorneys routinely advise clients on the following matters:
  • public listings on PRC domestic and overseas exchanges
  • QFII program
  • privatizations
  • refinancing
  • new rights issues, share allotments
  • equity transfers, reorganizations (including back-door listings)
  • equity takeovers
  • anti-takeover strategies
  • equity-split reform
  • preferred stock and warrant offerings
  • equity or option incentives
  • bond offerings including convertible debt, separately traded convertible bonds, enterprise bonds, corporate bonds, financial bonds and short-term financing bonds
  • share system reform

JT&N’s experience in securities transactions includes direct participation in an impressive list of firsts:
  • the first PRC-listed company to conduct an equity reorganization and privatization of a State-owned company through a repurchase of State-owned shares
  • the first listed majority-State-owned company to adopt an equity incentive system
  • the first listed company to conduct a debt and equity reorganization through bankruptcy of its State-owned shareholders
  • the first all-lawyers liquidation team to liquidate a securities company (Asian Securities Co.), to date the biggest liquidation of a securities firm by CSRC
  • the first company to depart from then-existing rules and conduct an equity-split reform by means of a private placement
  • the first trust company to be publicly listed by means of a takeover and merger approach
  • the first tranche of companies to be listed on the small and medium-sized enterprise board
  • the first group of finance companies to issue financial bonds


JT&N attorneys also routinely act as general outside counsel to listed companies on the full range of legal matters affecting them, including activities outside the securities markets such as compliance, labor and employment, litigation, arbitration, liquidation and bankruptcy matters.