Commerce & Finance Law Offices

通商律師事務所

Commerce & Finance Law Offices

6F NCI Tower, A12 Jianguomenwai Avenue

Chaoyang District, Beijing 100022,P. R. China

Telephone Numbers： (8610)65693399
Facsimile Numbers： (8610)65693838、65693836、65693837

E-mail Add：beijing@tongshang.com Website： www.tongshang.com

Shenzhen office
21E Shenzhen Te Qu Bao Ye Building,
6008 Shennan Road, Shenzhen PRC; Postcode： 525034
Tel： 86755-83517570 Fax： 86755-83515502
E-mail Add： shenzhenfs@tongshang.com
Website： www.tongshang.com

Shanghai office
1506 Kerry Center, 1515 Nanjing West Road,
Shanghai PRC; Postcode： 250040
Tel： 8621- 52986877 Fax： 8621- 52986878
E-mail Add： shanghaifs@tongshang.com
Website： www.tongshang.com

he firm. Commerce & Finance Law Offices is one of the leading private law firms in China. Founded in Beijing in 1992, Commerce & Finance has steadily built up its practice and reputation. Today, the firm's twenty-four partners and one-hundred and fifty associates represent a wide range of foreign and domestic clients. We have established branch offices in Shanghai and Shenzhen and, commensurate with the ever-increasing success of our clients, we continue to develop close working relationships with major law firms in many other jurisdictions.

Our clients turn to us not only because we are a full-service law firm, but also because we have accumulated the professional knowledge and skills necessary for working successfully in Chinese and foreign business environments. Our multi-national list of clients attests to this. Commerce & Finance is able to bridge business cultures because we have a diligent team of attorneys who have acquired training and exposure in diversified areas of legal practice.

UR ATTORNEYS. Our partners and associates are all graduates of top Chinese and/or foreign law schools. In addition, many Commerce & Finance lawyers have worked in the United States, the United Kingdom, Canada, Australia, Korea and Japan. We have utilized our individual legal experiences acquired in China and abroad to build a legal practice that meets international standards and the high expectations of both our Chinese and our foreign clients. Most of our partners and associates have a good command of English or Japanese.

In order to constantly improve the professional qualifications of our personnel, we have invested in legal training programs. For instance, we are developing associate-exchange programs with several leading foreign law firms. In addition, our attorneys are encouraged to further develop their legal research skills through the internet and other information services. Subscriptions to Chinese and foreign legal and business news magazines and newspapers ensure that our attorneys remain on top of local and international economic, political and legal developments.

HE PRACTICE. Commerce & Finance's practice spans a broad range of areas. We maintain a leading position in the fields of securities, banking, finance, foreign investment and the protection of intellectual property rights. We were involved in the first public offering of a Chinese airliner and a state-owned steel enterprise, among others. We have represented either the foreign lenders or Chinese borrowers in a myriad of syndicated banking transactions. We have also been extremely proactive in protecting the intellectual property rights of our clients, both in and out of court.

Furthermore, at the request of certain government authorities and the National People's Congress, we are regularly involved in the drafting of new PRC laws and often present training programs on various aspects of the law and legal system. Through such activities, we remain intimately involved with the evolution of the laws and regulations of China.

HE FUTURE. Commerce & Finance is committed to maintaining its position in the 21st century as one of the premier law firms of the PRC. We remain abreast of the rapidly changing legal environment through close contact with government agencies and through active subscriptions to all major legal and information services. As China's legal system becomes more sophisticated, we are committed to maintaining our competitive advantage through continued participation in lawyer-exchange training programs with top international law firms, the latest computer technology, and our ever-expanding legal experience.

Our Shanghai Office commenced its operations in February 2001. The practice is supervised and coordinated by our Beijing head office, and partners from the Beijing office are stationed in Shanghai from time to time on a rotational basis. This approach ensures that our clients have access to the full range of our combined service and resources.

Having commenced business in July 1998, our Shenzhen office is currently comprised of fourteen staff members, including three partners, and is operated and managed in the same way as our Shanghai office.

One of the founders of our firm, Han Xiaojing was awarded a Bachelor of Laws from the Zhongnan University of Economics and Law in 1982 and a Master of Laws from the China University of Political Science and Law in 1985. He was admitted to the Chinese bar in 1987, and attained the requisite qualification to work in the area of securities law in 1993. He was a lecturer at the China University of Political Science and Law before joining the ChinaLegalAffairsCenter, where he practiced as a lawyer from 1986 to 1992. Between 1989 and 1992 Mr. Han worked as a visiting attorney at law firms in Canada and Hong Kong. Upon his return from Hong Kong, Mr. Han co-founded Commerce & Finance Law Offices. He specializes in banking, project financing, securities, general corporate and foreign investment in China. His working languages are Chinese and English.

One of the founders of our firm, Liu Gang received his Bachelor of Laws from Peking University in 1983. He was admitted to the Chinese bar in 1986 and attained the requisite qualification to work in the area of securities law in 1993. In 1989, Mr. Liu was selected by the Ministry of Justice to travel to London and Hong Kong and work with several English law firms as a visiting attorney under the auspices of a training program sponsored by the British Law Society.

Mr. Liu’s areas of practice include foreign investment, corporate finance, securities and international trade. His working languages are Chinese and English.

One of the founders of our firm, Di Xiaofeng received a Bachelor of Laws from Peking University in 1983 and a Master of Laws from the Institute of Law, China Academy of Social Sciences, in 1986. He was admitted to the Chinese bar in 1989, and attained the requisite qualification to work in the area of securities law in 1993. From 1986 to 1988, he worked at the China Council for the Promotion of International Trade, practicing foreign-related arbitration at the Secretariat of the China International Economic and Trade Arbitration Commission. From 1988 to 1992, Mr. Di practiced law at the ChinaLegalAffairsCenter, a state-owned law firm, after which time he worked for a Hong Kong law firm as a consultant on Chinese law before returning to Beijing to found Commerce & Finance Law Offices.

His principal areas of practice include banking and corporate finance, financial leasing, securities, foreign investment and foreign-related arbitration. His working languages are Chinese and English.

Xu Xiaofei graduated with a Master of Laws from the China University of Political Science and Law in 1986, and in the same year was awarded a Master of Laws from Columbia University Law School. Mr. Xu attained a Doctorate of Philosophy in Legal Sciences from the China University of Political Science and Law in 1990, and a Doctorate of Laws from the University of Ottawa Law School in 1993. He was admitted to the Chinese bar in 1989, and joined our firm in 1994 as a partner. Mr. Xu's principal practice areas include corporate financing, mergers and acquisition, securities, banking and foreign investment. His working languages are Chinese and English.

Lu Xiaoguang obtained a Bachelor of Laws from the Hubei Finance and EconomicsSchool (now the Zhongnan University of Economics and Law) in 1982, a Master of Laws from the Zhongnan School of Law and Political Science in 1985 and another Master of Laws from the University of Brussels, Belgium, in 1990. Mr. Lu taught at the Zhongnan School of Law and Political Science for seven years from 1985 to 1992, after which time he moved to Shenzhen where he founded Tianping Law Offices. He was admitted to the Chinese bar in 1993, and was a research fellow at the China Social Studies research Institute Centre for Taiwan, Macao and Hong Kong. Mr. Lu joined our firm in 1999. His main areas of practice include： foreign investment, corporate finance, securities offering, general corporate, real estate, litigation and arbitration. His working languages are Chinese and English.

Zheng Yi was awarded a Bachelor of Laws with a major in international economics from the School of Economics at the China University of Political Science and Law in 1988. Three years later he completed graduate school at the same University, specializing in foreign investment enterprise laws. After graduating, Mr. Zheng worked as in-house counsel for a Sino-Japanese investment consulting company. He was admitted to the Chinese bar in 1995 and joined Commerce & Finance Law Offices in 1996. Mr. Zheng's areas of practice include：corporate finance, foreign investment, commercial, litigation and arbitration. His working languages are Chinese and English.

Li Hongji graduated from Peking University Law School in 1982 with a Bachelor of Laws, from the China University of Political Science and Law in 1987 with a Master of Laws, from Cornell University School of Law in 1992 with a Master of Laws and from McGill University, Canada in 1994 with a Bachelor of Laws. He was admitted to the Chinese Bar and the State of New York Bar, and is currently studying for his admittance to the Canadian Bar. Mr. Li served as a staff member at the Supreme People’s Procuratorate of the PRC from 1982 to 1984. From 1987 to 1989, he worked for the China Industry and Commerce Development Company, during which time he was mainly engaged in international trading activities. Mr. Li was a partner at Beijing Zhonglun Law Firm from 1995 to 1998. In 1998, Mr. Li co-founded Beijing Zhongji Law Firm where he remained a senior partner until 2006 when he joined Beijing Commerce & Finance Law Offices. Mr. Li is an arbitrator with China International Economic and Trade Arbitration Commission (CIETAC) and Beijing Arbitration Commission, a non-standing member of the First Administrative Appeal Commission of the Beijing People’s Government, an adjunct professor at each of Peking University Law School, Duquesne University School of Law and the International Advanced Legal Professionals Training Center of China University of Political Science and Law. Mr. Li is also an editor of the legal journal “Maritime Law Research”. Mr. Li has a sound academic foundation in law and a wide range of professional knowledge, enabling him to handle cases with exacting confidence and a high level of skill. After many years in the profession, Mr. Li has gained extensive experience in various fields of legal practice such as corporate, commercial, finance, real estate, maritime, arbitration and litigation laws. This, combined with Mr. Li’s work experience in a government agency as well as in the operational and managerial sides of a Chinese enterprise, ensures that Mr. Li is able to offer the very highest level of professional legal services to all clients. Mr. Li is fluent in English and Chinese.

Wang Jialu graduated from the Peking University Business School with an MBA, and from Marburg University (Germany) School of Law with a Master of Laws. He is currently a candidate for a Doctorate in Civil and Commercial Law at Marburg University. Mr. Wang was admitted to the Chinese Bar in 1988, was a partner at Zhonglun Law Firm from September 1996 to March 2006 and joined Commerce & Finance in April 2006. In 2004 he was awarded the title of “Outstanding Lawyer of Beijing Municipality”. Mr. Wang is an arbitrator with China International Economic and Trade Arbitration Commission (CIETAC) and Beijing Arbitration Commission, a non-standing member of the first Administrative Appeal Committee of the Beijing People’s Government, as well as an adjunct professor at Peking University Law School. Mr. Wang has served as legal counsel and project counsel to various trans-national companies, large domestic enterprises, government agencies and chambers of commerce. He is very experienced in the areas of trans-national corporate investment, syndicated loans, property development, construction projects, litigation and arbitration. His main areas of legal practice include real estate and property development, construction projects, infrastructure, general corporate, finance, commercial litigation and arbitration. Mr. Wang’s working languages are Chinese, German and English.

Dong Shuguang received his Bachelor of Laws from the China University of Political Science and Law in 1989 and a Master of Laws in WTO trade and investment law from the University of British Columbia, Canada in 1999. Mr. Dong became a qualified notary 1993 and was admitted to the Chinese bar in 1997. He worked for the Ministry of Justice of the PRC from 1990 to 1997, and thereafter practiced law in several leading Chinese and foreign law firms. He is counsel to the China Chamber of Commerce Committee for the Import and Export of Machinery and Electronic Products, and a member of the National E-Commerce Specialist Examination Commission. Mr. Dong’s principal areas of practice include corporate finance, securities, foreign investment, international trade dispute resolution, intellectual property and international arbitration. His working languages are Chinese and English. Mr. Dong joined our firm in 2005.

Liu Fengliang was awarded a Bachelor of Laws in 1986 and a Master of Laws in 1988 from the China University of Political Science & Law. He was admitted to the Chinese bar in 1988. From 1988 to 1991, Mr. Liu practiced as an attorney at the Economics and Trade Law Offices in the Shenzhen Special Economic Zone. In 1991 he was made a partner at Shu Jin Law Firm where he remained until 1998. From 1998 until 2007, Mr. Liu was a partner at Zhonglun Law Firm, and in 2008 he joined the partners at Commerce & Finance Law Offices.

Mr. Liu's principal practice areas are securities, corporate finance, foreign investment, mergers & acquisition and real estate. His working languages are Chinese and English.

Song Dihuang was awarded a Bachelor of Science from Dalian Maritime University in July 1983 and a Master of Laws degree from the University of Southampton of UK in 1995. He began his career at the China Council for the Promotion of International Trade, where from 1983 until September 1985 he worked for the “Department for Average Adjustment” in the Department of Legal Affairsand from September 1985 until February 1997 he worked with China Maritime Arbitration Commission. He stayed with Ince & Co., a law firm in the city of London, as a visiting scholar from January through to July of 1993. He also stayed with Galland Kharach Morse & Garfinkle of WashingtonDC and LeGros Buchanan & Paul of Seattle as a visiting scholar from July until September of 1993. Moreover, he spent two months as a visiting scholar at Sinclair Roche & Temperley of London in July and September 1994. Prior to his admittance to the Chinese Bar in 1998, in February 1997 he joined Henry & Co. in the city of Shenzhen, and in August 2001 Mr. Song was invited to join Commerce & Finance Law Offices as a partner. His areas of practice include shipping, admiralty, international trade, litigation and commercial arbitration. His working languages are Chinese and English.

Hu Xuerong received a Bachelor of Engineering from the China Textile University in Shanghai in 1988 and a Bachelor of Laws from the Renmin University of China in Beiing in 1991. In 1991 Ms Hu began working for the Computers and Microwave Research Centre at the Ministry of Electronics. She was admitted to the Chinese bar in 1995, at which time she joined our firm. Ms. Hu’s main areas of practice include banking, real estate, intellectual property, foreign investment and securities. Her working languages are Chinese and English.

Zhang Libing obtained a Bachelor of Laws from Peking University in 1983 and a Master of Laws in comparative law from the University of Michigan in 1987. From 1986 to 1988, Mr. Zhang exploited the resources of the University of Michigan and undertook extensive studies into international investment laws, company laws and European Economic Community laws. At the same time, he was responsible for the implementation and teaching of a course at the University dedicated to the topic of Investment and Trade with China.

From 1983 to 1992, he worked as in-house counsel for the China International Trust and Investment Corporation and the China National Offshore Oil Corporation before joining Commerce & Finance in 1992. Mr. Zhang was admitted to the Chinese bar in 1986. He specializes in corporate finance, securities, foreign investment in China, and privatization of state-owned enterprises. His working languages are Chinese and English.

Zhang Xiaotong obtained his Bachelor of Laws from the Southwest Institute of Political Science and Law in 1990 and his Master of Laws from Peking University in 1999. He worked as an in-house counsel for the Beijing Chemical and Light Industry Corporation before joining Commerce & Finance Law Offices in 1994. Mr. Zhang also worked for a prominent Hong Kong law firm as its consultant on Chinese law in 1998. Mr. Zhang’s areas of practice include： corporations law, corporate finance, securities offering, privatization of state-owned enterprises, foreign investment in China, litigation and arbitration. His working languages are Chinese and English.

Li Jian graduated from Peking University Law School with a Bachelor of Laws specializing in international law in 1984 and a Master of Laws specializing in economics law in 1998. He was a visiting scholar at New York University Law School from 1988 to 1989. He obtained a second Master of Laws (specializing in international trade) from the University of Arizona School of Law in 2003, and from 2003 to 2005 read corporate and securities law as a doctoral (SJD) candidate at the University of Toronto’s Faculty of Law. Mr. Li worked in the Economic Division and Civil Division of the Supreme Court of the PRC from 1984 to 2001, where he served as judicial clerk, associate judge, judge, and president of the second civil chamber. Mr. Li became a partner of our firm in 2006. He was admitted to the Chinese Bar in 1992.

During his years as judicial clerk and judge of the Supreme Court, Mr. Li acquired extensive experience in handling the most complicated economic, financial and civil cases. This experience contributes to his remarkable success in representing clients in major cases of various natures. Mr. Li’s main practice areas are litigation and arbitration in connection with trade, general corporate, investment, finance, securities and commercial laws. His working languages are Chinese and English. Mr. Li joined our firm in 2006.

Cheng Li graduated with a Bachelor of Laws and a Master of Laws (Criminal Law) from Japan’s Senshu University in 1989 and 1998, respectively. She was admitted to the Chinese bar in 1998. Ms. Cheng’s main areas of practice include securities, reorganisations of state owned enterprises, company law, foreign investment, arbitration and litigation. Her working languages are Chinese and Japanese. Ms Cheng joined our firm in 1995.

Xu Min graduated with a Bachelor of Laws from the Beijing Institute of Economics, School of Economics, in 1994. After joining Commerce & Finance in February 1997, from 2001 to 2002 she worked in a Canadian law firm. Ms Xu was admitted to the Chinese bar in 1995. Her main areas of practice include foreign investment, company law and securities. Her working languages are Mandarin Chinese and English.

Zhang Wei graduated from the China University of Political Science and Law in 1992 with a Bachelor of Laws and from Peking University Law School in 2004 with a Master of Laws. She was admitted to the Chinese Bar in 1993. Before joining our firm in 2006, Ms. Zhang practiced law in the following famous PRC law firms for a total of twelve years： Beijing Changping Law Firm and Beijing Shidai Law Firm from 1992 to 1995, Beijing Zhonglun Law Firm from 1995 to 1998 and Beijing Zhongji Law Firm from 1998 to 2005.

Ms. Zhang’s main areas of practice include contracts, general corporate, investment, maritime law and maritime trade law, litigation and arbitration. She has acquired extensive experience in handling litigation and arbitration cases through her long years of practice. Her working languages are Chinese and English.

Jin Saibo graduated from the University of International Business and Economics (UIBE) with a Master of Laws in 1999 and a Doctor of Laws in 2006. He was a visiting scholar at University of Arizona School of Law in 2000. Admitted to the Chinese Bar in 1993, since 1997 Mr. Jin has been partner at Beijing Guangsheng Law Firm, Beijing Yiwen Law Firm, Beijing Zhonglun Law Firm and Commerce & Finance Law Offices.

Mr. Jin is Deputy Director of the Banking & Securities Committee of the All China Lawyers Association (ACLA) as well as Deputy Director of the Commercial Banking Committee of the Beijing Lawyers Association (BLA). He is engaged as an arbitrator at the China International Economic and Trade Arbitration Center (CIETAC) and as Deputy Director of the Financial Dispute Arbitration Commission of CIETAC. Mr. Jin also serves as Director of the Research Center of Banking Law & Practices (BL&P) at the Shanghai Law Society (SLS), as a member of the East Asia Consultancy Commission of the American Institute of International Banking Law & Practices (IIBLP) and as Deputy Director of the Legal Consultancy Commission of IIBLP. In addition, Mr. Jin is a co-supervisor at both Tsinghua University Law School and Peking University Law School. Mr. Jin has published independently or co-authored more than ten books both on banking law and international trade law areas, including The Letters of Credit Law： US, UK, Germany & China; The PRC Letters of Credit Law and Commentary on Leading Cases; PRC Law on Letters of Credit & Trade Financing： Cases and Materials; Forfeiting： Practice and Risk Management; Selected Cases Report on PRC Security Law; and Selected Cases on Crimes against Commercial Banks. Mr. Jin has handled a large amount of LC and stand-by LC disputes and represented clients in various litigation and arbitration cases in relation to disputes on guarantees, independent guarantee, performance guarantees, collection and international trade. He reviewed, drafted or issued opinions on the standard contracts for various transactions for domestic and foreign financial institutions. Mr. Jin’s working languages are Chinese and English.

Zhu Haiyan graduated from the Dalian Maritime University in 1993 with a Bachelor of Laws specialising in international law of the sea. She was admitted to the Chinese bar in 1994. Ms Zhu worked for the Shanghai Jinjiang Shipping Group from 1993 until 2000, where she was in charge of insurance settlements and general legal affairs of the company. Ms Zhu’s main areas of practice include securities, company law, real estate and foreign investment. Her working languages are Mandarin Chinese and English. She joined our firm in 2001.

Liu Chundong graduated from Peking University Law School with a Bachelor of Laws in 2000. He was admitted to the Chinese bar in 2001. Mr. Liu practiced law with Beijing Zhonglun Law Firm from 2001 until 2006. He became a partner of Commerce & Finance law offices in 2006. Mr. Liu’s main areas of practice include real estate, construction projects, infrastructure, mergers and acquisition, litigation and arbitration. His working languages are Chinese and English.

Lian Chuncheng graduated from Jilin University with a Master of Laws in 1982, and from the University of Virginia Law School with a Master of Laws in 1987 and a Doctor of Laws in 1997. He was admitted to the Virginia State Bar in 1991 and the District of Columbia Bar in 1992. Mr. Lian worked as a lecturer at Jilin University Law School before he went to study in the United States in 1984. From 1988 to 1992 he taught at the University of Virginia School of Law as a lecturer and at the University of Richmond School of Law as an adjunct associate professor. Prior to joining Commerce & Finance Law Offices in 2004, Mr. Lian practiced law in Washington, D.C. for twelve years with the law firms Braude & Margulies and Winston & Strawn. Mr. Lian has published various articles in Chinese and American law journals. His main areas of practice are international commerce and general corporate law, including international direct investment, mergers and acquisition, restructuring, financial securities, corporate finance and project finance, large scale construction contracts and international arbitration. He has represented various clients in negotiations and international arbitrations conducted in the United States and Europe, and has drafted legal documents for many large-scale projects. His working languages are Chinese and English.

Andrew Ning graduated with a Bachelor of Laws and a Master of Laws from the China University of Political Science and Law in 1985 and 1987 respectively, an in 1993 he was awarded a Master of Laws from the University of Windsor, Canada. From 1997 to 2004 he worked for various British and American law firms in Hong Kong, and from 2004 until 2007 he worked at Winterthur Swiss Insurance where was in charge of legal services for the China region. His main areas of practice include finance law, mergers and acquisitions, direct foreign investment and general corporate law. Mr. Ning’s working languages are Chinese and English. He joined our firm in 2007.

Zhao Hang graduated from Peking University in 1982 with a Bachelor of Laws in German Language and Literature, from University of Mannheim, Germany, with a Master of Laws in 1988 and a Doctor of Laws in 1992. From 1982 until 1984, Mr. Zhao worked in the Department of Treaty Law of the Chinese Ministry of Foreign Commerce, where he was responsible for negotiations with foreign countries on investment protection agreements. From 1991 until 2007 he worked for the German Civil Engineering Company Ed. Zublin AG as an in-house counsel and as chief representative in the company’s Beijing office. In 2007, he joined Commerce & Finance Law Offices as a partner. Mr. Zhao is a consultant for the Construction Branch of the China International Contractors’ Association, an arbitrator with China International Economic and Trade Arbitration Commission (CIETAC) and Beijing Arbitration Commission and a special consultant for German affairs at the Qingdao Sub-Council of the China Council for the Promotion of International Trade. Mr. Zhao is very experienced in infrastructure project operations, construction project tenders, implementation of construction project contracts, negotiations for and implementation of technology transfer and technical service contracts as well as in litigation and arbitration in the field of construction projects. His working languages are Chinese, German and English.

Since early 1993, Commerce & Finance Law Offices has been extensively involved in corporate financing transactions in China, representing issuers or underwriters in hundreds of deals. The following is a list of key corporate financing transactions in which Commerce & Finance Law Offices was involved.

II.Offering on Overseas Main Board (List Co. incorporated overseas, including Red chips, P-chips and Listed Companies which have equity interests in PRC)

IV.Offering on the HK GEM (List Co. incorporated overseas, including P-chips and Listed Companies which have equity interest in PRC )