Expertise

Capital Markets & Securities

Basic Overview

Zhonglun W&D Law Firm’s Capital Markets and Securities Practice specializes in offering end to end, high value added legal services across domestic and international capital markets. Our services cover A share, Hong Kong, and U.S. stock markets, including initial public offering, listed company refinancing, M&A and restructuring of listed companies, corporate control transactions, and listed company compliance. To date, Zhonglun W&D Law Firm has supported over 200 companies in completing IPO, refinancing, M&A and restructuring transactions across global capital markets, spanning industries such as new energy, manufacturing, consumer goods, and healthcare. 
Leveraging an integrated management model, the Capital Markets and Securities Practice of Zhonglun W&D Law Firm upholds consistent practice standards, risk control, and personnel allocation across all offices. This enables us to tailor both legal teams and services to the specific needs of each project. In Hong Kong listing projects, our Chinese mainland and Hong Kong offices work in close collaboration, delivering seamless, professional, efficient, and comprehensive legal services to clients. 
Our Legal Team for Capital Markets and Securities comprises multiple partners with over two decades of expertise in the field. They have been deeply involved in and witnessed the growth and transformation of China’s capital markets, participating in numerous groundbreaking and landmark transactions. The team has pioneered multiple precedents in corporate listings, mergers and acquisitions, and refinancing projects. Recognized for their exceptional capabilities, Zhonglun W&D Law Firm has consistently been ranked in Chambers and Partners for many years, remaining at the forefront of capital markets and securities legal practice while continuously leading innovation and development in legal services within the sector.

Service Advantages

1、Extensive Professional Expertise and Experiences

Zhonglun W&D Law Firm stands as one of the early pioneers in China’s capital markets legal services, with full-fledged capabilities covering domestic and overseas securities issuance, listing and financing. 
Following years of dedicated practice, the Legal Team of Capital Markets and Securities has developed deep professional expertise through a wide range of complex projects, allowing it to accurately predict and effectively tackle regulatory and practical challenges. 
Core team members feature both exceptional legal skills, and interdisciplinary academic and professional backgrounds in finance, accounting and related fields. Several lawyers also bring prior experience from regulatory bodies and leading financial institutions, delivering services that combine sharp commercial insight with strict compliance requirements. 
2、Expert Team and Exceptional Industry Influence 
Our team enjoys a strong reputation in the industry. Many of the team’s partners and senior lawyers are not only seasoned practitioners in their fields but also frequently participate in cutting-edge seminars as scholars and opinion leaders. With rich academic achievements and a track record of landmark transactions, the team offers clients professional services grounded in both theoretical depth and practical value. 
3、Systematic Services and Forward-looking Risk Management
Our firm adopts rigorous and scientific management practices, grounded in professionalism and guided by a fundamental commitment to high-level collaboration. We assigns a dedicated team of seasoned lawyers in the relevant field to deliver high-caliber, professional legal services for each project. Drawing on years of practices, the firm has cultivated a diversified service framework centered on client needs. In addition to regular legal services, our firm takes an active role in clients’ critical decision-makings, offering forward-looking policy insights and guidance. Leveraging its distinctive legal services, the firm identifies institutional and management gaps or vulnerabilities within enterprises, enabling preventive measures to mitigate potential risks. 

Services

  • Legal Services for Domestic Issuance and Listing

    We deliver comprehensive legal services for the entire process of Initial Public Offerings (IPOs) on the Main-board market, STAR Market, ChiNext, and Beijing Stock Exchange. This includes positioning analysis for target boards, planning for listing standards, guidance on compliance rectification, as well as leading legal due diligence, joint-stock restructuring, prospectus drafting, and inquiry responses until successful listing.
  • Legal Services for Overseas Issuance and Listing

    We offer integrated legal services for domestic companies seeking listings on the Stock Exchange of Hong Kong and U.S. stock exchanges. This covers restructuring, communication with domestic and overseas regulatory authorities for approvals, due diligence, assistance in drafting prospectuses, responding to regulatory inquiries so as to ensure compliance with local regulations.
  • Legal Services for Mergers, Acquisitions, and Restructuring of Listed Companies

    We provide end-to-end legal services for major asset restructuring, industrial mergers and acquisitions, cross-border acquisitions, and business spin-offs of listed companies. This includes transaction structure design, due diligence, compliance r4eview, agreement negotiations, and support for shareholder’s meeting to facilitate strategic upgrades. 

  • Legal Services for Pre-IPO Financing and Refinancing for Listed Companies

    We offer structure design and negotiation services for introducing private equity financing prior to a company’s listing; and providing listed companies with services including plan design, compliance review, and drafting of issuance documents for refinancing projects such as offerings to specific and non-specific persons, and convertible bonds. 
  • Legal Services for Exchangeable Bond Issuance by Shareholders of Listed Companies

    We design and implement exchangeable bond (EB) issuance plans for shareholders holding listed company stocks. This includes legal services for target equity arrangements, issuance term design, trustee management, and share-for-share deal or cheque honoring throughout the issuance.
  • Legal Services for Transfer of Control of Listed Companies

    We deliver systematic services for the acquisition, transfer, and consolidation of the control rights of listed companies. This includes the design, negotiation, and compliance management of tender offers, agreement acquisitions, proxy voting, and concerted action arrangements, along with information disclosure for changes in equity. 
  • Legal Services for NEEQ Listing, Private Placement, and Restructuring

    We offer one-stop legal services for enterprises in the National Equities Exchange and Quotations (NEEQ), including listing application, continuous supervision, private placement, as well as mergers and acquisitions, and restructuring.
  • Legal Services for Equity Incentive and Employee Stock Ownership Plans (ESOP)

    We design and implement tailored equity incentive plans and ESOPs for enterprises, covering plan structuring, document drafting, performance review setup, tax planning, and daily management to effectively motivate core teams and align long-term interests. 
  • Legal Services for Domestic and International Bond Issuance

    We assist enterprises in issuing corporate bonds and enterprise bonds in domestic markets, or international bonds such as USD or Euro bonds in overseas markets, providing services covering issuer confirmation, credit enhancement arrangements, legal documentation, and cross-border regulatory compliance. 

  • Legal Services for Asset-Backed Securitization

    We Offer end-to-end legal services for enterprises conducting asset-backed securitization in domestic and international markets, including underlying asset screening and compliance review, transaction structure design, bankruptcy remoteness analysis, legal documentation drafting and revision, special plan establishment, and issuance services to help clients achieve diversified financing.

Service Performance

(I) Providing Legal Services to the Following Enterprises for Their Domestic IPO Projects:
  • Dajin Heavy Industry Co., Ltd.
  • Zhejiang Mustang Battery Co., Ltd.
  • Ningbo Deye Technology Co., Ltd.
  • Ningxia Juneng Robot Co., Ltd.
  • Zhejiang Taitan Co., Ltd. 
(II) Providing Legal Services to the Following Listed Companies for Their Major Acquisition Projects: 
  • Providing legal services to Yingkou Port Group Co., Ltd. for its subscription for the private placement shares of Yingkou Port Liability Co., Ltd. (Stock Code: 600317) by contributing assets 
  • Providing legal services to a listed subsidiary of China South Industries Group Corporation Limited (CSGC) for its gratuitous transfer of state-owned shares 
  •  Providing legal services to Beijing Yizhuang Investment Holdings Limited for its acquisition of a listed company 
  • Providing legal services to China Resources and Environment Co., Ltd. for its equity acquisition of Huaian Huake Environmental Protection Technology Co., Ltd. 
  • Providing legal services to Guangdong Huatie Tongda High-Speed Railway Equipment Corporation for its acquisition project 
(III) Providing Legal Services to the Following Listed Companies for Their Major Asset Restructuring Projects: 
  • Storm Group Co., Ltd. (Stock Code: 300431) 
  • Kee Ever Bright Decorative Technology Co.,Ltd. (Stock Code: 002464)
  • Lingyun Industrial Corporation Limited (Stock Code: 600480) 
  • Infund Holding Co., Ltd. (Stock Code: 002141) 
  • Harbin Jiuzhou Group Co., Ltd. (Stock Code: 300040) 
(IV) Providing Legal Services to the Following Listed Companies for Their Refinancing Projects: 
  • Providing legal services to China Communications Construction Group Limited (601800) for its preferred share issuance project 
  • Providing legal services to China Iron & Steel Research Institute Group Co., Ltd. for its share increase project in Beijing Aritime Intelligent Control Co., Ltd. (600560) 
  • Providing legal services to NCS Testing Technology Co., Ltd. (300797) for its strategic investor introduction project 
  • Providing legal services to China Resources and Environment Co., Ltd. for its refinancing project 
  • Providing legal services to Harbin Dongan Auto Engine Co.,Ltd. (600178) for its private placement project 
(V) Providing Long-term Legal Services to the Following Listed Companies:
  • Ning Xia Juneng Robotics Co., Ltd.
  • Storm Group Co., Ltd.
  • Sinoma International Engineering Co., Ltd.
  • Starnet Telecom Corporation
  • Dongxing Securities Co., Ltd. 
(VI) Providing Legal Services to the Following Listed Companies for Their Equity Incentive Plans: 
  • Providing legal services to Shijiazhuang Yiling Pharmaceutical Co., Ltd. (Stock Code: 002603) for its first-phase stock option and restricted stock incentive plan 
  • Providing legal services to Costar Group Co., Ltd. (Stock Code: 002189) for its restricted stock incentive plan 
  • Providing legal services to Wuhan Lincontrol Automotive Electronics Co., Ltd. (Stock Code: 688667) for its stock option and restricted stock incentive plan 
  • Providing legal services to Jiayu Holding Co., Ltd. (Stock Code: 300117) for its employee stock ownership plan 
  • Providing legal services to BTG Hotels (Group) Co., Ltd. for its employee equity incentive plan 
(VII) Providing Legal Services to the Following Enterprises for Their Listing at NEEQ: 
  • Ningxia VlER Precision Tech Co., Ltd. (Stock Code: 874869)
  • Hna Safe Leasing Co., Ltd. (Stock Code: 835284)
  • Shenyang Everbright Environment Technology Co., Ltd. (Stock Code: 870654)
  • Providing legal services to Dalian Cashew Belongs New Materials Corp. (Stock Code: 835441) for its recommended listing project 
  • Providing legal services to Redstone Sunshine (Beijing) Technology Co., Ltd. (Stock Code: 838371) for its recommended listing project 
(VIII) Providing Legal Services to the Following Unlisted Public Companies for Their Major Acquisition Projects: 
  • Shijiazhuang Wulong Brake Co., Ltd.
  • Beijing Hongxianglong Biotechnology Co., Ltd. (Stock Code: 430112) 
  • Beijing Zhongkongzhilian Technology Co., Ltd. (Stock Code: 430122) 
  • Dalian Sharing Weiye Technology Co., Ltd. (Stock Code: 870851) 
  • Beijing Ming De Sages Culture Communication Co., Ltd. (Stock Code: 871200) 
(IX) Providing Legal Services to the Following Enterprises for Their Overseas Listing / Red-Chip Structure Establishment Project: 
  • Provided legal services to a technology company in Shanxi Province for its listing and issuance on the Nasdaq (Nasdaq: DCEV) 
  • Provided legal services to a biotechnology company in Shanghai for its listing and issuance on the Nasdaq 
  • Provided legal services to a new energy company in Shaanxi Province for its OTC listing 
  • Provided legal services to Next Technology Holding Inc. for its uplisting on the NASDAQ (Nasdaq: NXTT) 
  • Provided legal services to Central New Energy Holding Group Limited for its investment project (01735.HK) 
(X) Providing Legal Services to the Following Enterprises for Their Bond Issuance Projects: 
  • Providing legal services for Minmetals Land Investment Management (Beijing) Co., Ltd. for its non-public offering of corporate bonds to professional investors in 2025 (second tranche) 
  • Providing legal services for Beijing Tian Heng Development Group Co., Ltd. for its non-public offering of corporate bonds to professional investors in 2024 (second tranche) 
  • Providing legal services to China Information Communication Technology Group Co., Ltd. for its public offering of scientific and technological innovation corporate bonds to professional investors in 2025 
  • Providing legal services to Shenzhen SF Tyson Holdings (Group) Co., Ltd. for its public offering of corporate bonds to professional investors (first tranche) 
  • Providing legal services to Cornerstone International Financial Leasing Co., Ltd. for its issuance of first tranche of medium-term commercial paper in 2025 
  • Providing legal services to Shenzhen Public Housing Group Co., Ltd. for its issuance of first tranche of super and short-term commercial paper in 2022 
  • Providing legal services to Datang Xinjiang Power Generation Co., Ltd. for its issuance first tranche of super and short-term commercial paper in 2024 
  • Providing legal services to Everbright Financial Leasing Co., Ltd. for its financial bond issuance in 2023 
  • Providing legal services to Hebei Xiong’an New Area Management Committee for its special bond issuance for the construction of Xiong’an New Area in 2022 (the second tranche) 
  • Providing legal services to Jinan Zhangqiu Holding Group Co., Ltd. for its 2023 offshore senior bond issuance (USD bond project) 
Other:
1.Providing legal services to CITIC Securities Co., Ltd. for its first tranche of data center asset-backed security project of GDS Holdings Limited 
2.Providing legal services to Tianjin Jinshang Enterprise Management Co., Ltd. for its issuance of Bohai Huijin▪Jinshang Enterprise Management Tranche 1 Asset-Backed Security 
3.Providing legal services to Shanghai Guotai Junan Securities Asset Management Co., Ltd. for its Haitong Guojun▪China Energy City Investment Development Co., Ltd.’s Hainan Capella Hotel (Hainan Free Trade Zone) Asset-Backed Security 
4.Providing legal services to Shanghai Datang Financial Leasing Co., Ltd. for its first tranche of No.1 Green Targeted Asset-backed Medium-term Notes of Datang Shandong Power Generation Co.,Ltd.’s in 2024 (Carbon-Neutral Bond REITs) 
5.Providing legal services to Huajin Securities Co., Ltd. for its Huajin Securities-Jintan Guofa Asset-Backed Security for Supply Chain Finance (tranche 1-24 )