Private Equity & Investment Funds

Basic Overview

Zhonglun W&D Law Firm is widely recognized as a leading firm in China’s private fund sector. We provide end-to-end legal services to fund managers, investors, and other market participants — from fundraising and investment to portfolio management and exit strategies.

Our core strength in this practice area stems from our deep regulatory expertise, extensive practical experience, and fully integrated service capabilities. Our team comprises senior attorneys specializing in securities, funds, corporate law, and tax law. Having closely followed and actively participated in the development of China’s private fund industry, we maintain an acute understanding of regulatory trends and market practices.

Drawing on our profound industry expertise, efficient and pragmatic approach, and extensive high‑value resources, Zhonglun W&D Law Firm not only safeguards full legal compliance at every stage of our clients’ operations, but also commits to helping them achieve commercial goals, manage risks, and create sustainable value through sophisticated transaction structuring. We remain the trusted strategic legal partner for fund managers and investors across the market.

Services

Long-term Legal Services for Private Fund Managers

•Drafting and improving the internal rules and regulations of fund managers
•Providing legal advice on issues arising from daily operations and business activities of fund managers, and issuing legal analysis opinions
•Drafting, reviewing, and revising contracts and agreements involved in the daily affairs of fund managers
•Attending shareholders’ meetings and board meetings of fund managers to analyze legal issues related to the agenda
•Assisting fund managers in negotiations, consultations, and contract signings related to business contracts and other operational activities
•Designing incentive plans for management and employee stock ownership plans for fund managers
•Conducting preliminary legal assessments for major projects of fund managers (including mergers and acquisitions, restructuring, finance, and other significant outbound investments)
•Providing legal training for employees of fund managers
•Providing legal services for the daily operations of fund managers
Legal Services for Registration of Private Fund Managers

•Providing oral or written legal consultation for applicants applying for registration as fund managers
•Conducting legal due diligence in accordance with regulatory requirements
•Guiding applicants to conduct self-inspections and rectifications based on the findings of legal due diligence
•Issuing legal opinions and supplementary legal opinions in accordance with the requirements of the Asset Management Association of China (AMAC)
•Guiding applicants in user registration and information submission on the AMAC system
Legal Services for Registration of Major Variation

•Providing oral or written legal consultation for applicants applying for registration of major variation
•Conducting legal due diligence in accordance with regulatory requirements
•Guiding applicants to conduct self-inspections and rectifications based on the findings of legal due diligence
•Issuing legal opinions and supplementary legal opinions in accordance with the requirements of the Asset Management Association of China (AMAC)
•Drafting and reviewing the full set of transaction documents for the registration of major variation of fund managers
Legal Services for Establishment, Fundraising and Filing of Private Fund

•Providing legal consultation on the establishment and transaction structure of private funds, and conducting compliance reviews
•Assisting fund managers in formulating fund establishment, fundraising and investment plans, and conducting feasibility and compliance assessments
•Reviewing and revising legal documents for private funds, including product summaries and private placement memoranda
•Drafting and revising contractual fund contracts, partnership agreements and related appendices
•Reviewing and revising agreements entered into between the fund and custodians, outsourcing service providers and consultants regarding custody, outsourcing services and consultancy
•Assisting in filing the fund with the Asset Management Association of China (AMAC)
Legal Services for Outbound Investment of Private Fund

•Providing legal consultation on the transaction structure and proposal of investment projects, offering legal advice and identifying potential risks, and conducting compliance assessments
•Conducting legal due diligence on investment projects and relevant parties
•Drafting and revising various agreements with financing entities
•Participating in communications and negotiations regarding transaction plans and agreements
•Assisting clients in transaction closings
•Assisting in the management and service of target enterprises, and providing compliance consultation
Legal Services for Fund Managers in Compliance Projects

•Providing long-term compliance services for fund managers
•Offering compliance consultation on daily operations of fund managers, and providing legal analysis opinions
•Providing legal services for negotiations with third parties, meetings, and on-site support for fund managers, and assisting with internal business meetings of fund managers
•Providing compliance-related training for fund managers
•Periodically providing targeted and dynamic information on policies, regulations, and investment environments
•Issuing relevant analysis reports and policy interpretations upon the release of new laws, regulations, or policies affecting fund managers
•Assisting fund managers in establishing and improving compliance operation systems, and offering targeted management recommendations and opinions
•Conducting internal control reviews for fund managers, including assisting in reviewing management charter and internal rules
•Assisting fund managers in reviewing documents related to the operation of funds under management
•Providing legal consultation on significant matters in the compliant operation of fund products for fund managers
•Offering professional opinions, recommendations, and solutions for major or complex compliance issues involving fund managers
•Providing other relevant compliance consultation services based on regulatory requirements and the specific needs of fund managers
Legal Services for Fund Exit, Liquidation and Deregistration

•Assisting fund managers in establishing exit models for private funds and conducting relevant legal assessments
•Drafting and revising documents required for fund liquidation and deregistration
•Assisting in formulating rules of procedure for the liquidation committee
•Assisting in sorting out fund-related assets, issuing liquidation notices and announcements, and formulating liquidation plans
•Assisting in the disposal of fund investment projects and assets, providing legal opinions, and participating in legal negotiations
•Assisting in clearing claims and debts, and drafting and revising documents related to claim and debt clearance
•Drafting and revising liquidation reports
•Assisting with deregistration procedures
Legal Services for Dispute Resolution in Investor-Fund Manager Litigation

•Providing legal consultation on dispute resolution
•Analyzing cases and offering professional legal analysis and dispute resolution strategies
•Assisting investors in mediation and arbitration
•Assisting investors in collecting and reviewing evidence
•Assisting investors in preparing legal documents related to dispute resolution
•Representing investors in initiating litigation or arbitration, participating in the entire litigation or arbitration process, and protecting the legitimate rights and interests of investors
•Representing investors in applying for enforcement and raising enforcement objections
Legal Services for Dispute Resolution for Private Fund Outbound Investments

•Providing legal consultation on dispute resolution
•Conducting legal due diligence on distressed projects, verifying the legal status, asset position, and operational condition of counterparties, issuing legal due diligence reports for risk disposal, and providing reference for fund managers’ decision-making
•Analyzing cases and offering professional legal analysis and dispute resolution strategies
•Assisting fund managers in formulating dispute resolution strategies
•Assisting fund managers in reviewing disposal contracts and risk mitigation contracts of outbound investment
•Assisting fund managers in mediation and arbitration
•Assisting fund managers in collecting and reviewing evidence
•Representing fund managers in initiating litigation or arbitration, participating in the entire litigation or arbitration process, and protecting the legitimate rights and interests of private funds
•Representing fund managers in applying for enforcement and raising enforcement objections

Service Performance

Legal Services for Private Fund Manager
•Providing long-term legal services to Shenzhen Overseas Chinese Town Capital Investment Management Co., Ltd.
•Providing long-term legal services to Beijing Beitou Fund Management Co., Ltd.
•Providing long-term legal services to Shenzhen OCT Industrial Private Equity Fund Management Co., Ltd.
•Providing long-term legal services to Shenzhen OCT Huaxin Equity Investment Management Co., Ltd.
•Providing long-term legal services to CITIC POLY (Beijing) Private Equity Funds Management Co., Ltd.
•Providing long-term legal services to Tianjin Binhai Industrial Fund Management Co., Ltd.
•Providing long-term legal services to Hunan High-tech Venture Capital Management Co., Ltd.
•Providing long-term legal services to Beijing Dongfang Yunding Investment Management Co., Ltd.
•Providing long-term legal services to Guangzhou Mintou Industrial Investment Management Co., Ltd.
•Providing long-term legal services to Huati Private Fund Management (Beijing) Co., Ltd.
Legal Services for Private Fund Manager Registration
•Providing legal services to Shenzhen Qianhai Zhixin Fund Management Co., Ltd.
•Providing legal services to Beijing Evertrust Capital Management Co., Ltd.
•Providing legal services to Tiger (Beijing) Investment Fund Management Co., Ltd.
•Providing legal services to Tianjin Lingang Equity Investment Fund Management Co., Ltd.
•Providing legal services to Guomao Chuangling (Shanghai) Investment Co., Ltd.
•Providing legal services to Taiyuan Jinyang Private Equity Investment Fund Management Co., Ltd.
•Providing legal services to Beijing Zhonghai Fulin Investment Management Co., Ltd.
•Providing legal services to Beijing Blackmetal-Spacetime Capital Management Co., Ltd.
•Providing legal services to Join World (Beijing) Asset Management Co., Ltd.
•Providing legal services to Beijing Hejia Ruixing Investment Co., Ltd.
•Providing legal services to Zhuhai Hengqin Hetai Private Fund Management Co., Ltd.
•Providing legal services to Asia Investment Capital (Shanghai) Management Co., Ltd.
Legal Services for Registration of Major Variation for Private Fund Manager
•Providing legal services to CITIC POLY (Guangzhou) Private Equity Funds Management Co., Ltd.
•Providing legal services to Guosen Investment Fund Management (Beijing) Co., Ltd.
•Providing legal services to Beijing Xinruida Investment Fund Management Co., Ltd.
•Providing legal services to Shenzhen Qianhai Zhixin Fund Management Co., Ltd.
•Providing legal services to Ningbo Zhonghai Huarong Asset Management Co., Ltd.
•Providing legal services to Shenzhen Qianhai Guotai Fund Management Co., Ltd.
•Providing legal services to Zhongke Zhaoshang (Xiamen) Equity Investment Fund Management Co., Ltd.
•Providing legal services to Xizang Xuanlong Venture Capital Management Co., Ltd.
•Providing legal services to Oriental (Beijing) Investment Fund Management Co., Ltd.
Legal Services for Self-Discipline Inspection of Private Fund Manager and Inspection Under Exceptional Circumstances
•Providing legal services to CreditEase Wealth Management (Beijing) Co., Ltd. for its special legal review of its five fund managers (Zhehao Asset Management (Shanghai) Co., Ltd., Beijing Yuying Asset Management Co., Ltd., Shenzhen Puze Zhongfu Asset Management Co., Ltd., Xinmei Youjia Asset Management Co., Ltd., Hanfu Asset Management Co., Ltd.) and issuance of legal opinion
•Providing legal services to Capital Development Investment Fund Management (Beijing) Co., Ltd. for its special legal review of its subsidiary Shoujian Sunshine Asset Management (Beijing) Co., Ltd. and issuance of legal opinion
•Providing legal services to Beijing Dinghan Investment Co., Ltd. for its proposed investment project in Rong Zhi Tong Technology (Beijing) Co., Ltd. (a “Little Giant” enterprise specialized in niche sectors)
•Providing legal services to Ausvogar Equity Investment Fund Management (Shanghai) Co., Ltd. for its special legal review and issuance of legal opinion
•Providing legal services to Fenghan Private Fund Management (Hangzhou) Co., Ltd. for its special legal review regarding abnormal operations of a private fund manager
•Providing legal services to Jiupin Private Fund Management (Shanghai) Co., Ltd. for its special legal review regarding abnormal operations of a private fund manager
•Providing legal services to Guangzhou Zijiang Kaiyuan Equity Investment Limited Partnership for its special legal review regarding abnormal operations of a private fund manager
Legal Services for Establishment, Fundraising, and Registration of Private Funds
•Providing legal services to China Life Investment Management Co., Ltd. and China Life Insurance (Group) Company for the establishment of the National SME Development Fund Co., Ltd. (a fund of funds)
•Providing legal services to China Life Investment Management Co., Ltd. and Shougang Group for the establishment of a RMB 10 billion green infrastructure investment fund
•Providing legal services to China General Nuclear Power Group for the establishment of CGN Industrial Investment Fund (Phase I)
•Providing legal services to China International Trust and Investment Corporation Group for its real estate investment trust (REITs) pilot project
•Providing legal services for the private financing project of the construction of Hong Kong-Zhuhai-Macao Bridge
•Providing legal services to the Ministry of Industry and Information Technology for the establishment of the SME Development Fund project
•Providing legal services to SoftBank Asia Investment Fund for its investment in Capital Edge Holding Limited
•Providing legal services for the establishment and investment project of the Strait Fixed Assets Fund
•Providing legal services to Capital Edge Holding Limited for its Series A Preferred Stock investment by SoftBank Asia Investment Fund
•Providing legal services to a UK-based fund company for the establishment of a parallel fund
•Providing legal services to a Taiwan-backed fund for its establishment of a RMB fund in the form of a Sino-foreign cooperative enterprise with Suzhou Industrial Park Venture Capital Guidance Fund Co., Ltd. in 2008
•Providing legal services to a US-based private equity fund for its acquisition of state-owned equity in an expressway in Southwest China for USD 240 million in 2010
•Providing legal services to a US-based private equity fund for its acquisition of partial shares of a company of Cayman Islands (which owned multiple wastewater treatment plants in China) for USD 15 million in 2009
Legal Services for Outbound Investments of Private Funds
•Providing legal services to Beitou Fund for its joint investment with Beijing Enterprises Clean Energy Group Limited in a heating company in Tongzhou District, Beijing
•Providing legal services to China Re-insurance Asset Management Co.,Ltd. for its investment in LP shares of a domestic mezzanine fund
•Providing legal services to CK Asset Holdings Limited for its acquisition of China Financial Network Co., Ltd.
•Providing legal services to China National Aviation Fuel Group Corporation Limited for its acquisition of a company engaged in water transportation of oil and chemicals
•Providing legal services to a large state-owned group for its acquisition of equity in a European group for RMB 12 billion
•Providing legal services to China National Bluestar (Group) Co., Ltd. for its overseas acquisition of the silicone business of Rhodia S.A. (France)
•Providing legal services to Sinochem Agro Co., Ltd. for its acquisition of a 60% stake in Makhteshim Agan Industries (Israel), a world-leading agrochemical company
•Providing legal services to Sun Life Everbright Life Insurance Co., Ltd. for its acquisition of the landmark building at Chongqing International Finance Center
•Providing legal services to Sino-Ic Capital Ltd. for its outbound acquisition of a target company through an M&A fund
•Providing legal services to AOL Inc. for its acquisition and restructuring of the internet access and content business of Legend Holdings Limited
•Providing legal services to Warburg Pincus LLC for its investment in Sino-wind Energy Group Ltd.
•Providing legal services to Lehman Brothers Holdings Inc. for its investment in Jixin Machinery Manufacturing Co., Ltd.
•Providing legal services to Alltech Medical Systems Co., Ltd. for its multiple rounds of financing from funds including SIG Investment, Qiming Public Welfare Foundation and Mingly China Growth Fund
•Providing legal services to Ceyuan Ventures Consulting (Beijing) Co., Ltd. for its investment in V+ (VANCL)
•Providing legal services to Jiayuan.com for its Series A Preferred Stock investment by Qiming Public Welfare Foundation
•Providing legal services to Sequoia Capital for its investments in Beijing Wangqin Tianxia Technology Co., Ltd. (NetQin) and Beijing Beihai Network Technology Co., Ltd.
•Providing legal services to Guide Capital (Hong Kong) Limited for its financial investment in Baima Media
•Providing legal services to BOCI Direct Investment Management Co., Ltd. for its investment in 8848.net Inc.
•Providing legal services to American Express for its investment in Beijing Hongfan Communication Co., Ltd.
•Providing legal services to 58.com (NYSE: WUBA) for its Series C investment in Shenzhen Tubaotu Technology Co., Ltd.
•Providing legal services to Sinovation Ventures for its investment in Wealthbetter.com
•Providing legal services to Matrix Partners and Shunwei Capital for their investment in Edianzu
•Providing legal services to Shunwei Capital for its investment in Kongjian Zhihui
•Providing legal services to Medlinker for its acceptance of investment from HX (Huaxing Capital)
•Providing legal services to IDG for its investment in Dreamore.com
Legal Services for Liquidation and Exit of Private Funds
•Providing legal services to Cinda Equity Investment (Tianjin) Co., Ltd. (a subsidiary of Cinda Capital Management Co., Ltd.) for its exit and liquidation project
•Providing legal services to Hunan High-tech New Energy Venture Capital Management Limited Partnership for its liquidation project
•Providing legal services to Guangzhou Mintou Hanguang Pharmaceutical Investment Limited Partnership for its liquidation project
•Providing legal services to Guangzhou Mintou No. 11 Equity Investment Fund Partnership Limited Partnership for its liquidation project
Legal Services for Dispute Resolution in Investor Lawsuits Against Fund Managers
•Representing investors in a case regarding contract disputes against Suzhou Blue Ocean Ark Equity Investment Management Co., Ltd. and other parties
•Representing a fund investor, Liu [Redacted], in an arbitration case regarding disputes over entrusted wealth management contract with Xinjiang Fengshi Shengmao Equity Investment Management Co., Ltd. and Fenghan Private Fund Management (Hangzhou) Co., Ltd.
•Representing a fund investor, Xin [Redacted], in an arbitration case regarding disputes over entrusted wealth management contract with Liantou Futune (Shanghai) Asset Management Co., Ltd. (the fund manager) and Fenghan Private Fund Management (Hangzhou) Co., Ltd. (the custodian)
•Representing a fund investor, Zhang [Redacted], in an arbitration case regarding disputes over entrusted wealth management contract with Liantou Futune (Shanghai) Asset Management Co., Ltd. (the fund manager) and Fenghan Private Fund Management (Hangzhou) Co., Ltd. (the custodian)
Legal Services for Dispute Resolution in Private Fund Outbound Investment
•Representing Xingtai Iron & Steel Corp., Ltd. in a dispute against a private fund manager
•Representing Hunan Xiangxi High-tech Venture Capital Limited Partnership in a contract dispute against Wang [Redacted]
•Representing Hunan Lugu High-tech Angel Venture Capital Limited Partnership in a case regarding disputes over equity transfer against Luo [Redacted]
•Representing Tianjin Jinnan Haihe Wise Choice Equity Investment Limited Partnership in disputes against Beijing Xiongdi Heyou Technology Co., Ltd., Changzhou Cheju Automotive Technology Co., Ltd., and others
•Representing Gongqingcheng Kaishi Investment Management Limited Partnership in a case regarding disputes over equity repurchase contract against Wang [Redacted]
•Representing Suzhou Score Huaze Investment Limited Liability Partnership in a case regarding disputes over equity transfer against Sanming Xinjiang Economy & Trade Co., Ltd., Yang [Redacted], and Dai [Redacted]
•Representing Suzhou Deyue Investment Co., Ltd. in a case regarding disputes over equity transfer against Sanming Xinjiang Economy & Trade Co., Ltd. and Yang [Redacted]
•Representing Xiamen Youdao Shanlu Investment Limited Partnership in a case regarding disputes over equity transfer against Yu [Redacted] and Cheng [Redacted]
•Representing Suzhou Yiyun Venture Capital Center (L.P.) in a case regarding disputes over equity transfer contract against Zhao Mingyu