JunHe

Special Situations & Restructuring / Corporate and M&A / Real Estate and Construction

Partner

Catherine Miao is the Head Partner   of JunHe LLP’s Special Situations Investment Practice and brings over 30   years of experience in high-value, cross-border legal matters. Prior to   joining JunHe in 2011, she had practiced for 15 years at a leading law firm   in South China, where she served as founding partner, managing partner, and   chief partner.

Catherine is widely recognized as   a pioneer in China’s special situations and distressed asset market. She has   advised financial asset management companies since the inception of China’s   four major AMCs in 1999. She provides long-term and project-based counsel on   NPL acquisitions and disposals, debt restructurings, debt-for-asset swaps,   judicial auctions, reorganizations, and distressed real estate   revitalization. She frequently advises on investment, financing, and   common-benefit loans in listed company bankruptcy reorganizations. She also   acts for international special situations and alternative investment   funds—including Bain Capital, Oaktree, Blackstone, CDH, Cerberus, and   Itochu—on distressed M&A and asset transactions in China. Her landmark   deals include China’s first foreign-funded NPL disposal, the first outright   NPL acquisition by a foreign fund, formation of foreign-invested AMCs, and   the launch of RMB and QFLP special situations funds. The total face value of   her distressed deals exceeds several hundred billion RMB.

Catherine’s corporate and M&A   practice is another cornerstone of her work. She regularly advises Fortune   500 multinationals, financial institutions, private equity funds, and Chinese   state-owned and private enterprises on inbound and outbound investments,   greenfield projects, joint ventures, mergers, equity and asset acquisitions,   corporate restructurings, capital increases and reductions, and company   liquidation. She also supported Chinese companies in establishing overseas   trade zone and foreign subsidiaries, and acquiring offshore targets. Her   sector experience spans financial and quasi-financial services (including   trusts, securities, leasing, and asset management), energy (oil,   petrochemicals, and power), fast-moving consumer goods, direct selling,   automotive and electronic components, exhibitions, and real estate.

In the real estate sector,   Catherine has led more than 100 property acquisition transactions involving   residential, commercial, hospitality, cultural-tourism, and property   management assets. She advised on the acquisition of a controlling interest     in an A-share listed real estate company. She is experienced in urban   renewal, land compensation, land swaps, factory relocations, TOD, and   property management matters. She also regularly advises on real estate   financing (including bank loans and mezzanine structures) as well as real   estate acquisitions through NPL deals, judicial auctions, and restructurings   of distressed developments. She currently serves as counsel to Swire   Properties on the Taikoo Li Guangzhou Julongwan project.

Catherine has received numerous   honors, including ALB China’s Top 15 Female Lawyers and Top 15 M&A   Lawyers. She is ranked in Chambers Greater China Region for   Corporate/Commercial: Eastern Coast (Guangdong), and recommended by The Legal   500 Asia Pacific for Restructuring and Insolvency, Real Estate and   Construction, and Banking and Finance. She is also listed in China Business   Law Journal’s A-List of Elite Lawyers, and serves as an expert advisor to the   Guangzhou Municipal Board for International Investment.

Chinese （Mandarin and Cantonese）and English

Catherine is qualified to practice law in mainland China and Hong Kong SAR.

Catherine received her Bachelor of Laws at Fudan University and her Master of Laws at Sun Yat-sen University. She also received her Common Professional Examination/ Postgraduate Diploma in Law at The University of Law (UK) and her Postgraduate Certificate in Laws at the University of Hong Kong.