JunHe

In October 2025, Yuexiu Group, through Yuexiu Insurance (Holdings) Limited, acquired 83.33% of the shares of Hong Kong Life Insurance Limited (Hong Kong Life) from Asia Insurance Company Limited, OCBC Wing Hang Bank Limited, Shanghai Commercial Bank Limited, and CMB Wing Lung Insurance Company Limited. Upon completion of this transaction, and combined with the 16.67% shares held by its subsidiary Chong Hing Insurance Company Limited, Yuexiu Group achieved full ownership of Hong Kong Life, marking the largest life insurance acquisition in the Hong Kong market since 2024. Yuexiu Group injected an additional HKD 1 billion into Hong Kong Life, expanding its diversified presence in insurance products, services and channels. Yuexiu Group was founded in Hong Kong in 1985 and developed into a Guangzhou-based state-owned enterprise. It has a modern industrial system encompassing finance, real estate, transportation infrastructure and food, known as a '4+X' model. By 2024, the group's asset scale exceeded RMB 1.1 trillion, making it the largest local state-owned enterprise in terms of assets in Hong Kong. In the financial sector, Yuexiu Group had previously established a presence in banking, securities, futures, and investment, among other financial licenses. The successful acquisition of Hong Kong Life not only completes a crucial puzzle in Yuexiu Group's insurance sector but also formally constructs a cross-border financial ecosystem centered on banking, insurance, securities, and investment. This has significant strategic importance for Yuexiu Group in further solidifying industry collaboration, advancing innovative business models such as 'pension insurance + wellness communities' and 'insurance funds + patient capital', and deepens the integration of industry, finance and social welfare. JunHe was the domestic legal counsel for Yuexiu Group in this acquisition and capital injection transaction, and provided comprehensive domestic legal services for Yuexiu Group's acquisition of Hong Kong Life through its overseas structure and subsequent capital injection. With Yuexiu Group's special attributes as a state-owned enterprise investing in cross-border financial institutions, JunHe demonstrated the legality and compliance of the overseas acquisition and capital injection, as well as the management authority and procedural requirements for state-owned assets. JunHe offered clear legal assessments and practical guidance on critical and complex issues such as the internal and external regulatory approvals involved in the transaction. The project was led by JunHe partner Mr. ZHANG, Ping (Pete).  

On January 23, 2026, the Shanghai FTZ branch of the Industrial Bank (hereinafter referred to as the Issuer) successfully issued RMB 3 billion Magnolia bonds, due in 2029. The issuance had a coupon rate of 1.95% and was under the USD 5 billion Medium Term Note Program of Industrial Bank Co., Ltd. (this Project). They were then listed on the Hong Kong Stock Exchange. These were the market's first Magnolia bonds issued by a FTZ entity, signifying an expansion in the type of Magnolia bond issuers and opens a new channel for offshore financing by FTZ financial institutions. Magnolia bonds are an innovative offshore bond launched by the Shanghai Clearing House in collaboration with Euroclear Bank and under the guidance of the People's Bank of China. This successful issuance provides a practical example for Shanghai to enhance its global resource allocation capabilities and build an international financial center. It injects new momentum into the exploration of the offshore RMB bond market and the cultivation of an overseas RMB asset pool. The Issuer was established in December 2014 and is one of the first financial institutions to settle in the China (Shanghai) Pilot Free Trade Zone. Leveraging the comprehensive financial strengths of the Industrial Bank Group, the Issuer is positioned at the forefront of Free Trade Zone policies and specializes in cross-border finance, trade financing, fund settlement, and innovative services. It has achieved outstanding outcomes and possesses strong comprehensive service capabilities. JunHe served as the international legal advisor and agent legal advisor for the underwriters in this Project. The firm drafted the entire set of transaction documents, maintained close communication and coordination with all parties, including the Shanghai Clearing House and Euroclear Bank, and advanced the drafting and signing of all the transaction documents. JunHe conducted due diligence, issued foreign legal opinions, and assisted in organizing the underwriting syndicate composed of multiple underwriters to successfully complete the pricing and issuance of the bond. Throughout this project, JunHe's team earned high trust and unanimous recognition from the Issuer, the underwriters, and the other intermediary institutions with its rigorous and efficient work style, solid professional service capabilities, and meticulous and dedicated service attitude. The lead lawyer for this Project was SHI, Libin, and the partner in charge was Lee, Alex Jao Jang.

On November 10, 2025, CPE Yuanfeng announced a strategic partnership with the Burger King brand, which is wholly owned by Restaurant Brands International (RBI). CPE Yuanfeng and RBI announced the establishment of the joint venture, 'Burger King China'. Upon completion of the transaction, CPE Yuanfeng will hold approximately 83% of the controlling shares in Burger King China, while RBI will retain about 17% of the shares. This partnership marks the next phase of Burger King's growth in the Chinese market. CPE Yuanfeng will inject capital into Burger King China to support the expansion of its restaurant, marketing, menu and operational capabilities, seizing the on-going opportunities in China, the world's fastest-growing consumer market. JunHe acted as CPE Yuanfeng's legal advisor in China and provided comprehensive and in-depth legal services for this transaction. They fully supported the client in successfully completing the deal. As an asset management institution based in China with a global perspective, CPE Yuanfeng focuses on value creation. With deep industry insight and a broad resource network, CPE Yuanfeng promotes the integration of capital and industry, supporting leading companies to achieve sustainable performance growth. CPE Yuanfeng has a strong industry focus, continuously investing in long-term, high-potential sectors. Since its inception, CPE Yuanfeng has been deeply involved in the chain consumer services sector, with cumulative investments of approximately RMB 10 billion in related fields. They have invested in many industry-leading companies such as Mixue Bingcheng, Aier Eye Hospital, Lao Pu Gold, Pop Mart, Beauty Farm, Yonghe Hair Transplant, and Si Yu Hair Care. Restaurant Brands International (RBI) is one of the world's largest quick-service restaurant groups, with annual system-wide sales exceeding US$ 45 billion. It has over 32,000 restaurants in more than 120 countries and regions. RBI owns four globally renowned and iconic quick-service restaurant brands: TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their customers, franchisees, and communities for many decades. Through its 'Restaurant Brands for Good' framework, RBI is improving sustainability outcomes related to food, people, communities and the planet. In this project, JunHe served as CPE Yuanfeng's legal advisor in China, and was primarily responsible for conducting legal due diligence on Burger King China's domestic subsidiaries and stores in China. JunHe reviewed the transaction documents related to Chinese law and assets, conducted antitrust filings, and assisted with the closing. The complexities and challenges of this project include: （1）The acquisition involved numerous stores and a significant transaction amount, requiring assistance in resolving various historical issues related to the target business. （2）The legal issues involved in this project were complex and diverse, requiring comprehensive consideration of the regulatory requirements in domestic and foreign jurisdictions. JunHe leveraged its teamwork and professional advantages to provide timely professional legal support to ensure the smooth progress of the transaction. （3）The antitrust filing process involved multiple considerations across different products and geographic markets. JunHe showcased its excellent professional capabilities and communication skills to demonstrate to the regulatory authorities, using various data and methods, that the project would not raise competition concerns. （4）In spite of a very tight schedule, JunHe fully assisted the client in managing the project's timeline and coordinated communication among all the parties, ultimately successfully completing the project. JunHe is committed to providing professional, practical and efficient legal services to its clients. This renewed collaboration with CPE Yuanfeng is a testament to its continued recognition of JunHe's excellent service quality over the years, further solidifying JunHe's leading position in the field of consumer mergers and acquisitions. The lead partners for this project were XIE, Zheng and LU, Xiaonan. The antitrust lead partner was WEI, Yingling and the main handling partner was DONG, Zhe.

JunHe recently represented SIIC Capital (Hong Kong) Investment Management Company Limited (SIIC (HK)), the Hong Kong fund management and investment platform of Shanghai Industrial Investment (Holdings) Co., Ltd. (SIIC Group), and Azzurra Capital, a renowned European private equity firm, in the successful establishment and initial closing of Asia Environmental Technology Fund (AETF). JunHe also assisted both parties in forming a joint venture general partner to facilitate the coordinated management of AETF. AETF is a Hong Kong limited partnership fund governed by Hong Kong law, and is jointly initiated and funded by SIIC (HK) and Azzurra Capital. As a key strategic initiative of SIIC Group in the green technology sector, AETF has a target size of USD 500 million. It aims to leverage Hong Kong as a base to connect with global markets, integrate high-quality capital from Asia, Europe, and the Middle East, and combine the professional investment expertise of international private equity with SIIC Group's extensive industrial resources. AETF will focus on investing in high-growth potential green technology projects in Asia, and aims to be a benchmark platform for cross-border environmental technology investment. Its investment scope covers the renewable energy industry chain, energy conversion and storage technologies, digital and intelligent technologies enabling green and low-carbon development such as AI, the Internet of Things (IoT), and smart manufacturing. It also covers circular economy and resource regeneration, sustainable agriculture and future food systems, climate technology (including CCUS) and environmental monitoring solutions, as well as globally competitive green consumer goods and other sustainable lifestyle sectors. SIIC Group and Azzurra Capital will leverage their unique strengths to build a partnership characterized by complementary advantages and mutual development. Since its establishment in Hong Kong in 1981, SIIC Group has focused on two core areas: life health and environmental health. It has accumulated profound knowledge and experience in industrial integration, project operation and local resource coordination. Azzurra Capital has assets under management of USD 900 million and possesses extensive cross-border fund management experience and a strong investment track record across Europe, the Middle East and other regions. It specializes in green technology and sustainable development. The joint establishment of AETF is a significant response to the global call for low-carbon transformation and green development. It is also a concrete effort to deepen cross-border investment cooperation, support synergistic development between Shanghai and Hong Kong, and empower the high-quality growth of Asia’s environmental technology industry.  It represents a strategic choice for both parties to achieve complementary advantages and mutual success. As the Hong Kong legal counsel for AETF, JunHe demonstrated exceptional professional capabilities and service standards throughout the establishment and operation of AETF. From preparation and setup through to closing, JunHe provided comprehensive legal support and advisory services. JunHe team designed and optimized the fund structure and the co-general partner arrangement, negotiated and drafted the full set of legal documents, led the registration and filing processes, engaged in multiple rounds of investor negotiations, provided critical legal advice, and facilitated the successful launch and initial closing of AETF. Leveraging their extensive experience accumulated from similar projects, along with their rigorous, efficient and meticulous work style and dedicated service attitude, JunHe team earned high recognition and praise from the client. This project marks another significant achievement for JunHe in the Hong Kong private equity fund market, further showcasing the firm’s comprehensive strengths and sustained dedication in cross-border fund formation and asset management. It also highlights JunHe's exceptional performance in facilitating Shanghai-Hong Kong cross-border collaboration and managing complex multi-jurisdictional projects. Leading this project were JunHe’s Hong Kong partners DE, Lihua (Theresa) and WANG, Weiwei. The executing partner was WANG, Weiwei.  

The global leading enterprise in CMOS millimeter-wave radar SoC chips, Calterah Semiconductor Technology (Shanghai) Co., Ltd. ("Calterah" or the "Company"), announced the completion of its Series D financing amounting to several hundred million yuan. This round of financing was led by the National Integrated Circuit Industry Investment Fund, with follow-on investments from Guoxin Venture Capital, Fuchuang Venture Capital, SDIC Fund Management, Walden International, and other new and existing shareholders. JunHe provided comprehensive legal services for Calterah's Series D financing. As the legal counsel for the company, JunHe participated in multiple rounds of its financing. The complexity and particularity of this project mainly lie in the following aspects: (1) This project required balancing the interests of the investors with the company's future overall listing arrangements. The project team assisted the company in conducting multiple communications with the investors regarding the listing arrangements. Ultimately, relying on extensive experience in listing projects and financing projects, and fully considering the investors' demands, the team maximized the protection of the company's interests while preserving the flexibility for the company to implement its listing arrangements; (2) The project involved a large number of investors. The project team assisted the company in conducting multiple rounds of communication with both new and existing shareholders, accurately grasping the core interests and demands of all parties, and successfully helped the company finalize the transaction documents and complete the closing. Partners NIU, Yuandong, TAO, Xudong, and ZHANG, Jianwei led the JunHe team.

Shanghai Zhiyuan New Innovation Technology Co., Ltd. (hereinafter referred to as "Zhiyuan Robotics") has completed multiple financing rounds including Series B and Series B+ with a total amount exceeding RMB 800 million (the "Project"). Acting as the legal counsel to Zhiyuan Robotics, JunHe Law Offices issued PRC legal due diligence reports and provided legal consulting services on specific matters to multiple investors. Meanwhile, JunHe also served as the legal counsel to certain Series B investors such as Pudong Venture Capital, certain Series B+ investors including SDIC Pioneer Capital, and certain investors in other types of financing transactions (such dual roles having obtained the recognition of Zhiyuan Robotics and the respective investors), delivering professional and meticulous legal services to both Zhiyuan Robotics and these investors. Additionally, JunHe has long acted as Zhiyuan Robotics' perennial legal counsel and legal counsel for multiple special projects, providing comprehensive legal support to the company. Founded in February 2023, Zhiyuan Robotics is a cutting-edge technology enterprise focusing on the integrated innovation of AI and robotics. With the mission of "building a world-class leading embodied intelligent robot product and application ecosystem", the company has assembled a core team of senior executives from globally renowned enterprises and top scientists in the field of artificial intelligence. Leveraging profound technological accumulation and industrial resources, it has rapidly emerged as a unicorn in the robotics industry. Partner HE, Tingcai led the JunHe team.

On August 6, 2025, Hansong (Nanjing) Technology (Hansong Technology, stock code: 301491) was listed on the ChiNext Board of the Shenzhen Stock Exchange (SZSE). The company publicly issued 32.25 million ordinary shares at RMB 28.91 per share, raising a total of approximately RMB 932.3475 million. Founded in 2003, Hansong Technology is an industry-leading integrated supplier of high-end audio products and full-chain audio technology solutions. The company specializes on the research and development of high-performance audio, innovative audio products, and related technologies. It has core technological capabilities in the audio field, including high-performance audio signal processing and amplification, audio transmission, and intelligent audio systems. Hansong Technology has collaborated with many well-known brands in various segments of the global audio industry, including NAD, Bluesound, SnapOne, Sonance, JBL, McIntosh, Sonus Faber, B&W, Denon and Tonies. JunHe served as the issuer's legal advisor for Hansong Technology's ChiNext IPO. JunHe has acted as Hansong Technology's legal advisor since 2018. We have provided one-stop legal services in areas such as cross-border restructuring, private equity financing, capital markets, and compliance operations. These services include: (1) acting as a financing legal advisor to assist the company in completing pre-IPO private equity financing, participating in transaction structure design, reviewing transaction documents, and negotiating; (2) acting as the IPO issuer's legal advisor to assist the company in setting up a red-chip structure, dismantling the red-chip structure, restructuring to establish a joint-stock company, formulating an employee equity incentive plan, conducting legal due diligence on Hansong Technology, issuing legal opinions, and preparing a full set of A-share IPO legal application documents. We assisted the company to complete the listing counseling acceptance and the listing application, assisted it to pass the listing committee review meeting, successfully respond to SZSE feedback, and ultimately list on the ChiNext Board; (3) acting as the Hong Kong legal advisor to issue legal opinions on matters such as the establishment and maintenance of Hansong Technology's Hong Kong subsidiary in the ChiNext IPO. The lead partner for Hansong Technology is Mr. ZHANG, Ping (Pete). The partners responsible for the ChiNext IPO and the private equity financing were Mr. ZHANG, Ping (Pete) and Mr. LI, Chenliang, with counsel Mr. YANG, Haifeng as the main lawyer. The partners providing Hong Kong legal services were Ms. YE, Yurong and Mr. Alan Chen and the internal core partner was Mr. LI, Ruochen.

Leveraging their outstanding professional capabilities, The JunHe patent team successfully represented DJI in a first-instance administrative lawsuit concerning patent invalidity, successfully overturning the invalidity decision made by the China National Intellectual Property Administration (CNIPA) against DJI’s patent, thereby establishing a solid legal barrier for the protection of the client’s rights. DJI is the patent holder of the invention titled “Non-Orthogonal Axis Carrier”, a technology widely used in the drone industry to stably support cameras and other equipment, thereby improving the filming quality of drones. DJI not only uses this patented technology in its own drone products, but also licenses it to other companies. Due to the pioneering contribution and significant commercial value of this patent, DJI has received high recognition from the Guangdong Provincial Government, and was awarded the Gold Award at the Sixth Guangdong Patent Awards in 2020. In March 2023, an industry-related company requested the CNIPA to declare the entire patent invalid. Facing with a large amount of evidence and reasons for invalidity submitted by the requester, the CNIPA issued an invalidity decision after two rounds of oral hearings in December 2023, declaring the entire patent invalid. Given the significant commercial importance of this patent to DJI, the company was determined to protect its rights through administrative litigation. After extensively screening top firms in the industry, DJI ultimately chose the JunHe patent team to represent the case. The patent in question and the comparative documents involve complex technologies related to aircraft gyroscopes and rotational inertia, covering intersecting fields of physics, mechanics, and communications. The JunHe Patent Team conducted an in-depth study of the case, analyzing the critical errors in the invalidity decision from both legal and technical perspectives, and designed a comprehensive and precise litigation strategy, which was highly recognized by the client. In the courtroom, the JunHe patent team innovatively used 3D simulation animations to vividly present the operational mechanisms of the patented technology and existing technology solutions, demonstrating their essential differences in an intuitive and illustrative manner to the judge and technical investigators, achieving an ideal courtroom effect and laying a solid foundation for victory. After careful deliberation, the Beijing Intellectual Property Court fully recognized DJI's arguments, ruling to revoke the original invalidity decision made by the CNIPA and ordering a re-examination and decision. According to statistics, the Beijing Intellectual Property Court's rate of revoking CNIPA invalidity decisions is only about 6-7%, and the JunHe team once again successfully obtained a victory in revoking the invalidity decision. DJI highly praised the JunHe Patent Team's profound technical expertise and superb patent legal capabilities. The success of this case also lays a solid foundation for further deepening cooperation between the JunHe Patent Team and DJI in the future. Partners WANG, Zhaolin and WEI, Yuming led the JunHe team.

On January 27, 2025, Gamehaus Holdings Inc. ("Gamehaus") announced its De-SPAC listing on the NASDAQ Stock Exchange with the ticker symbol GMHS, through a business combination with Golden Star Acquisition Corporation, a special purpose acquisition company (SPAC). Gamehaus is the holding company of Chongqing Haohan Network Technology Co., Ltd., who applied for filing with the China Securities Regulatory Commission (CSRC). Gamehaus is the first game publisher to be listed after the new CSRC regulations for filing-based administration of overseas listings came into effect. It is also the first company in Chongqing to be successfully filed for overseas listing with the CSRC and to go public.  Gamehaus is a game publisher and distributes games created by its developer partners across gaming markets including the United States, the United Kingdom, Australia, Germany, France, Canada, Brazil, Japan and India. It has a diversified games portfolio including social casino, match-three, simulation, role-playing, puzzle elimination, and bingo games. With its extensive experience in the mobile gaming industry, technological advantages, and data-driven insights into game content creation and distribution, Gamehaus provides services covering all aspects of the game lifecycle, including game development, screening and pre-release testing, user acquisition, and monetization. Its mature and scalable growth model enables it to remain a light-asset company. While fostering partnerships with game developers by selecting games that can be distributed successfully through the most suitable channels, Gamehaus has maximized the return on investment in game promotion and marketing. As the PRC legal counsel to Gamehaus, JunHe conducted the legal due diligence within China, reviewed and amended the application and offering documents for the listing, and assisted in preparing responses to the questions raised by the U.S. Securities and Exchange Commission (SEC) with respect to PRC laws. The SEC approved the client’s IPO application. JunHe conducted research on whether this project was required to be filed with the CSRC, assisted the company in communicating with the CSRC in the early stages of the project, helped the company submit responses to multiple rounds of feedback from the CSRC within a short timeframe, and assisted the company in completing the CSRC filing for its overseas listing. With its high-quality, rigorous, and efficient legal services provided during the IPO application and feedback responses, the JunHe team helped Gamehaus obtain approval and consent from both the SEC and the CSRC for the securities issuance and listing application. Their detail-oriented services and solid expertise have earned high recognition and trust from the client, its shareholders, and other intermediaries. The JunHe team was led by partner JIANG, Wenjun (Kelvin). Partner DENG, Lin was responsible for the specific work of the project and partner ZHOU, Fang provided great support for the internal control matters.

In June 2025, the Chongqing Municipal State-owned Assets Supervision and Administration Commission (SASAC) issued the Notice on the Gratuitous Transfer of Equity in Qingling Motor (Group) Co., Ltd., mandating the no-cost transfer of its 80% stake in Qingling Motor (Group) Co., Ltd. (Qingling Group). It reported consolidated total assets of approximately RMB 15 billion and net assets of around RMB 10 billion in 2024 to Chongqing Yufu Holdings Group Co., Ltd. (Chongqing Yufu Holdings) (hereinafter referred to as the Transaction). The State Administration for Market Regulation (SAMR) issued the Decision Not to Conduct Further Review on Anti-Monopoly Review of Concentration of Undertakings.  The transaction also received approval from the Hong Kong Securities and Futures Commission (SFC) for the exemption of Chongqing Yufu Holdings from the obligation of a takeover offer. These change of registration procedures were recently completed. Chongqing Yufu Holdings is a state-invested enterprise directly held by  Chongqing SASAC and it is a key municipal state-owned enterprise. It focuses on developing major industries such as intelligent connected new energy vehicles, electronic information manufacturing, advanced material and artificial intelligence (AI) and emerging sectors. It aims to build three major platforms i.e.,  strategic investment, capital operation and financial services, and to establish a leading state-owned industrial capital investment and operations company with advanced manufacturing as its mainstay. Qingling Group was originally a wholly state-owned enterprise funded by Chongqing SASAC. Its subsidiary, Qingling Motors Co., Ltd. is a Hong Kong-listed company (HK.01122), that produces a full range of Isuzu commercial trucks with advanced technology, as well as Qingling's own brand of traditional fuel and new energy commercial trucks. This project had a tight schedule and involved issues across multiple business areas and jurisdictions. It required complex legal considerations such as provincial state-owned asset transfers and supervision, China's anti-monopoly filings and Hong Kong's tender offer exemptions for listed companies. As the legal counsel for Chongqing Yufu Holdings, JunHe's Chongqing team led the work and dispatched professional legal service teams from its Beijing, Shanghai, Hong Kong and Chengdu offices. The teams completed the anti-monopoly filing review in China, the exemption application for the Hong Kong-listed company's takeover offer and issued a special legal opinion on the state-owned asset transfer. JunHe's efficient project management, proactive internal and external communication, and close cooperation among multiple business groups and offices assisted the client to complete this transaction ahead of schedule. The project was led by Mr. HE, Tingcai (Lawrence HO), Mr. WANG, Yi and Mr. CHEN, Dengne. The anti-monopoly team partner was WEI, Yingling and the Hong Kong team partner was Mr. Alan Chen.

On March 31, 2025, Xiaomi Corporation announced on the Hong Kong Stock Exchange that it had completed the placing of existing shares and the top-up subscription of new shares under a general mandate (the "Placement"). A total of 800 million new shares were issued in the Placement, raising approximately HKD 42.5 billion after deducting expenses. Xiaomi Corporation was founded in April 2010 and was listed on the main board of the Hong Kong Stock Exchange on July 9, 2018, with the stock code 1810. It is a consumer electronics and smart manufacturing company specializing in smartphones, smart hardware and IoT platforms. JunHe acted as the domestic legal counsel to Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Asia Pacific) Limited, and China International Capital Corporation Hong Kong Securities Limited. Partners LI, Zhi and LEI, Tianxiao led the JunHe team and partner DENG, Lin provided support for the internal control matters.

On January 24, 2025, Ascentage Pharma Group International ("Ascentage Pharma", the "Company" or the "Issuer") (NASDAQ: AAPG, HKEX: 06855) issued 7,325,000 American depositary shares and was listed on the NASDAQ, raising funds exceeding USD 126 million. Ascentage Pharma is a global biopharmaceutical enterprise in the commercialization stage. It develops innovative drugs in areas such as oncology, chronic hepatitis B, and aging-related diseases. With its technical expertise in structure-based drug design and innovative pharmaceutical research and development, the Company has established a robust product pipeline including nine small-molecule drug candidates in various clinical stages. These include novel and effective BCR-ABL1 TKI, Bcl-2 and dual-target Bcl-2/Bcl-xL inhibitors, inhibitors targeting the IAP and MDM2-p53 pathways, and next-generation multi-kinase inhibitors such as FAK/ALK/ROS1 for cancer treatment. It is the only global enterprise with clinical development candidates targeting all three known key regulators of cell apoptosis. The Company is conducting over 40 Phase I/II clinical trials in China, the United States, Australia and Europe. Its core product 耐立克® (Olverembatinib) has been approved for marketing in China and has entered the commercialization stage. JunHe acted as the PRC legal counsel to Ascentage Pharma and provided comprehensive legal services for its U.S. IPO and data compliance matters. JunHe conducted PRC legal due diligence in accordance with U.S. IPO requirements and issued PRC legal opinions, reviewed and revised the prospectus and other application and offering documents related to the IPO, and assisted in responding to inquiries from the U.S. Securities and Exchange Commission (SEC) concerning PRC laws. JunHe also conducted PRC legal due diligence in accordance with the CSRC's filing requirements for overseas listings and issued legal opinions, assisted Ascentage Pharma in preparing the full set of filing documents to be submitted to the CSRC, and helped respond to the CSRC's inquiries. JunHe advised the Company on data compliance-related issues, issued a data compliance memorandum, and assisted in responding to inquiries from both the SEC and the CSRC. The JunHe team maintained communication and collaborated closely with the other intermediaries. They assisted Ascentage Pharma in completing filing with the CSRC for its overseas listing and obtaining the SEC's approval for its IPO application. In an extremely challenging and uncertain capital market, Ascentage Pharma completed its securities issuance on schedule and achieved an outstanding outcome. Its significance lies in the following: (1) Ascentage Pharma became the first biopharmaceutical company approved by the CSRC to go public in the United States since the beginning of 2024. It was also the first company to submit an IPO application and CSRC filing application in 2024 and to complete the CSRC filing process in the same year for a U.S. IPO project; (2) Ascentage Pharma is the first Hong Kong-listed 18A company to list in the United States to date; (3) Ascentage Pharma is the fourth Chinese pharmaceutical company listed in both the United States and Hong Kong, following the dual listings of BeiGene, Zai Lab and Hutchison China MediTech. The JunHe team responsible for the U.S. IPO matters in this project was led by partners DONG, Ming, TAO, Xudong and XU, Shengao (Shaun). Partner XU, Shengao (Shaun) was responsible for the specific work, with support for the internal control matters from partner SHANG, Shiming (George). Partners DONG, Ming, TAO, Xudong and Gu Yu led the team responsible for the data compliance matters and partner Gu Yu was responsible for the specific work.

On July 9, 2025, Beijing Geekplus Technology Co., Ltd. (‘Geek+’), stock code: 2590.HK) issued overseas listed ordinary shares and was listed on the main board of the Hong Kong Stock Exchange. Geek+ is the first H-share listed company to implement an ‘AB share’ structure (i.e., a differentiated voting rights arrangement). This marks another milestone for JunHe following its services for Xiaomi Corporation (stock code: 1810.HK), the first red-chip structured Hong Kong-listed company with an AB share structure (JunHe acted as the domestic legal counsel for the issuer) and for UCloud Technology Co., Ltd. (stock code: 688158), the first A-share listed company with an AB share structure (JunHe acted as the issuer's legal counsel). JunHe has now advised on the first red-chip structured Hong Kong listing with a dual-class share structure, the first H-share listing with a dual-class share structure, and the first A-share listing with a dual-class share structure. Geek+ provides global Autonomous Mobile Robot (AMR) solutions for warehouse fulfillment and industrial material transport, aiming to enhance supply chain efficiency while reducing reliance on manual labor. According to CIC, in terms of 2024 revenue, Geek+ has become the world's largest provider of warehouse fulfillment AMR solutions with the largest global customer base. Geek+ first established a red-chip structure in 2018 and its shareholders include prominent USD and RMB funds. The JunHe team has provided legal services to the company since August 2020. We assisted Geek+ in dismantling their complex red-chip structure within three months and helped it set up an AB share structure for the first time. This H-share listing with a dual-class share structure had no precedent. The revised Company Law which came into effect in July 2024 provided a clear legal basis for domestic enterprises with an AB share structure to apply for H-share listings. Leveraging our professional experience, JunHe assisted Geek+ to complete the domestic legal procedures required during the listing application and successfully procure the first H-share listing with a dual-class share structure. With its consistent delivery of efficient and rigorous legal services and detail-oriented and professional expertise, JunHe’s team was recognized by the company investors and the other intermediaries. JunHe acted as the domestic legal counsel to the issuer and the special legal counsel for the data compliance matters. The JunHe team was led by SHI, Tiejun and WANG, Zhaohui (Zoe). JunHe partners LI, Ruochen, SHANG, Shiming (George) and SUN, Xiao were responsible for the specific work of the project. JunHe partner LIU, Yang was responsible for the data compliance matters, and partner ZHOU, Fang provided support for the internal control matters.

JunHe acted as the PRC legal counsel to the placement agent in the recent share placement by Black Sesame International Holding Limited (“Black Sesame”, HKEX: 2533). Black Sesame issued a total of 53,650,000 ordinary shares, raising approximately HK$1.24 billion (US$160 million). Black Sesame is a supplier of automotive-grade computing SoCs and SoC-based intelligent vehicle solutions. This was the first refinancing initiated by an intelligent automotive computing chip company on Hong Kong’s stock market and the first refinancing by a commercialized company under the new Chapter 18C regulations in Hong Kong. The JunHe team participated throughout the entire process of the new share placement. They assisted the placement agent with the legal due diligence and the conclusion of the placement agreement and advised on the filing of Black Sesame’s new share placement with the China Securities Regulatory Commission. ZHANG, Ke and LI, Chenliang led the JunHe team. Partner YI, Yisong provided support for the internal control matters and LI, Chenliang and WANG, Juewei (Jewel) were responsible for the specific work. In August 2024, Black Sesame completed its initial public offering and was listed on the Hong Kong Stock Exchange, becoming the first intelligent driving chip stock on the Hong Kong Stock Exchange. JunHe also acted as the PRC legal counsel to the joint sponsors and underwriters in the IPO and listing of Black Sesame.

On March 10, 2025, Chifeng Jilong Gold Mining Co., Ltd. ("Chifeng Gold") was listed on the main board of the Hong Kong Stock Exchange, with the stock code 6693. The listing of Chifeng Gold raised approximately HK$ 2.8 billion. Chifeng Gold is dedicated to the exploration, mining and processing of gold and other non-ferrous metals. With its abundant resources, advanced technologies and stable management, it has become one of the leading enterprises in China's gold industry. The listing of Chifeng Gold on the main board of the Hong Kong Stock Exchange not only provides it with a financing platform in the international capital market but also signifies its entry into a new stage of international development. Chifeng Gold is the third "A+H" gold stock to be listed on the Hong Kong Stock Exchange. As the PRC legal counsel to the sponsor and underwriter, JunHe assisted in the legal due diligence, the internal decision-making procedures and the PRC regulatory approval procedures. The team assisted in the preparation of the transaction documents, the review of the prospectus, and the publication of the PRC and overseas announcements, leading to Chifeng Gold’s successful listing on the main board of the Hong Kong Stock Exchange. With its consistent delivery of efficient and rigorous legal services and detail-oriented and professional expertise, JunHe’s team was recognized and trusted by the company and the other intermediaries. Partners YU, Yongqiang (YY) and SHI, Yun led the JunHe team, and partner YI, Yisong provided support for the internal control matters.

On March 31, 2025, Zhaojin Mining Industry Co., Ltd. (Zhaojin Mining, stock code: 1818.HK) announced the successful placement of 140 million H shares. The new H-shares were placed at an issue price of HKD 14.16 per share, raising approximately HKD 1.98 billion. This was the largest priced placement by a non-ferrous metals manufacturer on the Hong Kong stock market in 2025 to date. Zhaojin Mining is a leading integrated gold producer and refiner in China. It was incorporated as a joint-stock company in China with the approval of the Shandong Provincial Government on April 16, 2004, and was listed on the Main Board of the Hong Kong Stock Exchange on December 8, 2006. JunHe acted as the overseas legal counsel to the underwriters and assisted with the drafting of the transaction documents, the negotiation and closing. We assisted Zhaojin Mining in completing its H-share placement and earned high recognition from the client. The JunHe team was led by partners TAO, Xudong and ZHANG, Ke. JunHe partners ZHANG, Ke, Yuki Chan and YANG, Yinglei were responsible for the specific work.

On May 27, 2025, PegBio Co., Ltd. ("PegBio", the "Company" or the "Issuer", stock code: 2565.HK) issued 19,283,500 ordinary shares and was listed on the main board of the Hong Kong Stock Exchange. PegBio is the first company to dismantle its red-chip structure and list under the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (“New Overseas Listing Regulations") since its enactment and it is also the first biopharmaceutical company to be listed in Hong Kong under Chapter 18A. Founded in 2008, PegBio is a biotechnology company specializing in the discovery and development of innovative therapies for chronic diseases, with a particular emphasis on metabolic disorders. PegBio has independently developed a core product and five other candidate products to treat common chronic and metabolic diseases such as type 2 diabetes (T2DM), obesity, non-alcoholic steatohepatitis (NASH), opioid-induced constipation, and congenital hyperinsulinism. PegBio's core product, PB-119, is a long-acting glucagon-like peptide-1 (GLP-1) receptor agonist developed independently. It is used primarily for the first-line treatment of T2DM and obesity, and is nearing commercialization. JunHe acted as PegBio's domestic legal counsel. For more than five years, we provided comprehensive legal services in the red-chip restructuring, the private equity financing, and the issuance and listing. This included: (1) As PegBio's legal counsel, JunHe fully participated in and led the design of the red-chip dismantling plan, drafted documents, communicated with the shareholders and third parties, and delivered comprehensive legal services throughout the entire process; (2) JunHe assisted PegBio in completing multiple rounds of private equity and strategic financing, helped the company with the transaction structuring, drafted and negotiated the transaction documents, and assisted with the signing of such documents and the closing; (3) JunHe assisted PegBio in completing the shareholding system reform, formulated the employee equity incentive plan, issued Chinese legal opinions, and reviewed and amended the prospectus as well as the application and issuance documents. PegBio is the first biopharmaceutical company to dismantle its red-chip structure and list under the New Overseas Listing Regulations that were implemented in 2023. To address the key concerns of the domestic and foreign regulatory authorities regarding the red-chip structuring, financing, and dismantling, as well as the equity structure arrangements, foreign investment, foreign exchange and taxation, JunHe communicated with the authorities and prepared a full set of legal documents. Our rigorous work and pursuit of excellence demonstrated our outstanding legal service standards during the project’s implementation, earning high recognition and trust from all the parties involved. JunHe partners NIU, Yuandong and SHAO, Chunyang led the team in this project, and partner NIU, Yuandong was responsible for the specific work. JunHe partner LI, Zhi provided support for the internal control matters. JunHe Partners ZHENG, Ziwei, ZHANG, Jie, CHANG, Yuhao, HUANG, Zunling (Jennifer) and  also Li, Jing provided important support at different stages of the project.

On December 30, 2024, CM Bermuda Limited ("CM Bermuda") entered into an agreement with NYSE-listed SiriusPoint Ltd. (NYSE: SPNT), under which SiriusPoint would repurchase all ordinary shares and warrants held by CM Bermuda in SPNT for a total consideration of approximately USD 726 million. SiriusPoint would pay the amounts in two installments. The first installment of approximately USD 243 million and the related transaction costs of approximately USD 6.7 million born by SPNT were paid on the signing date. The transaction was expected to close by February 28, 2025, when SPNT would pay the second installment of USD 483 million to CM Bermuda. This followed the preferred stock settlement and partial equity repurchase agreement reached between CM Bermuda and SPNT in August 2024. The total amount of the two transactions was USD 987 million. Upon completion of the transaction, CM Bermuda would fully disinvest from SPNT. CM Bermuda is a wholly-owned subsidiary of CMIG International Holding Pte. Ltd. ("CMIG International"), an overseas investment platform jointly established by China Minsheng Investment Group ("CMIG"), Hana Bank, TBEA and Sun Hung Kai Financial. CM Bermuda is an overseas insurance and financial business and is the largest single shareholder of SPNT. SPNT is a global insurance and reinsurance underwriter headquartered in Bermuda, with offices in New York, London, Stockholm and other locations. It is licensed to write property and casualty insurance and reinsurance worldwide. According to SPNT's 2023 annual report, CM Bermuda held approximately 36.5% of SPNT's ordinary shares, approximately 210,000 ordinary warrants and approximately 110,000 preferred shares. CMIG suffered a liquidity crisis in 2019, which affected its subsidiaries while SPNT's stock price had eased since its merger in 2021, hitting a low of USD 4 per share. As a result of these liquidity issues, in December 2023 CMIG’s shares in CMIG International were taken over by a Singaporean receiver appointed by a syndicate of state-owned banks. This transaction became a crucial part of CMIG International's overseas asset restructuring and it faced complex cross-border and multi-party interest coordination challenges. The specific challenges include: (1) This transaction involved a special arrangement whereby a domestic syndicate appointed an overseas receiver. Since the transaction involved overseas assets, the domestic syndicate appointed an overseas receiver. The debt restructuring required balancing the interests of the stakeholders and maintaining the stability of the management team. (2) It involved complex prior financing and mortgage and pledge arrangements for overseas investment projects. In addition to the usual share sale, the transaction documents had to address special cross-border loan repayments and overseas pledge release arrangements. The parties to the transaction conducted thorough analysis, negotiations and risk assessments regarding the pledge of the target shares and the release thereof, the price payment and loan repayment arrangements, and the escrow of payment and release instructions, to ensure that the rights of CM Bermuda and the syndicate were fully protected during the transition period under the transaction documents. The legal counsel also had to consider the client's business needs and the receiver's professional opinions and ensure that the seller's rights and needs were reflected in the corresponding provisions. The legal counsel issued legal opinions, anticipated risks, and prevented malicious challenges from third parties. (3) The transaction had to comply with domestic and foreign regulatory and listing requirements as it involved regulatory and disclosure requirements for listed companies under U.S. and Bermuda laws. The project team cooperated in the disclosure and announcement of the transaction by the parties in strict accordance with the listing regulations within a short timeframe and met the regulatory requirements for the disposal of pledged assets and the receiver's process in both the domestic and foreign jurisdictions. (4) It involved multiple jurisdictions and different teams in the U.S., Bermuda, Singapore and China and the negotiations and document drafting were conducted in English. The opinions of different intermediaries in each jurisdiction, including top law firms such as Perkins Coie, Harneys and Drew & Napier, had to be reflected in the transaction documents and negotiations. The project team had strong English negotiation and writing skills, as well as excellent cross-cultural communication, understanding, coordination, and integration abilities. (5) There were many different time zones and a tight timeline. The project team  coordinated with different teams in China, Singapore, Bermuda, and the U.S. during the negotiations and working across the different time zones posed significant challenges to the team's endurance and stamina. As the transaction documents were finalized and signed during the Christmas holiday period, the project team faced great difficulties in advancing negotiations with foreign parties (including the buyer and its team) when there were significant disagreements between the parties. JunHe was the exclusive Chinese legal counsel to CM Bermuda and the legal counsel to the party leading the project. They closely collaborated with the receiver and the management team to facilitate the smooth progress of the project. JunHe participated in the transaction structuring, negotiated and revised the transaction documents, coordinated with the overseas lawyers and the various intermediaries, and assisted the syndicate and its advisors in advancing the transaction. JunHe also assisted with the contract signing and integrated legal opinions from overseas lawyers. With its efficient and rigorous legal services and detail-oriented and professional expertise, JunHe’s team was highly recognized and trusted by the client and the other intermediaries. Partner SUN, Jiangang (Roy) led the JunHe team and partner HU, Xiaohong provided great support for resolving potential disputes related to the restructuring.

On October 24, 2024, the reorganization plan of Shanghai Dongying Real Estate Co., Ltd. ("Dongying") was approved by the People's Court of Pudong New Area of Shanghai Municipality. JunHe’s Shanghai office ("JunHe") acted as the reorganization administrator and assisted Dongying in achieving an important milestone in the work of ensuring timely deliveries of presold homes. The JunHe team was led by partner LIU, Zhengdong. Dongying is a real estate development company primarily engaged in the development of the real estate project "Yipin Yayuan" ("Dongying Huayuan" or "Binjiang Yipinyuan" for promotional purposes) located at No. 188 Puyi Road, Pudong New Area, Shanghai. During the construction of the project, Dongying obtained the pre-sale permit for Yipin Yayuan and sold 285 residential units. Then due to insufficient funds, the construction slowed down and even stopped twice, resulting in a failure to deliver the presold homes on time. As this project concerned the basic housing needs of numerous homebuyers, the People's Government of Pudong New Area of Shanghai Municipality included this project in its list of projects for which "timely deliveries of presold homes should be ensured” and set up a special task force to promote the work. On February 28, 2024, the People's Court of Pudong New Area of Shanghai Municipality ruled to hear the case of Dongying’s bankruptcy reorganization and appointed JunHe as the reorganization administrator. JunHe adopted a two-pronged approach to promote the continued construction of the project and Dongying’s reorganization simultaneously. Within 40 days from entering the reorganization proceedings, the debtor received a loan of RMB 130 million in the form of a debt for the common benefit. The proceeds of the loan were used for the continued construction and as a result, the project resumed construction as soon as possible. Meanwhile, the administrator publicly selected reorganization investors, promoted the negotiation and conclusion of the reorganization investment agreement, and drafted the reorganization plan. The draft reorganization plan was approved by an overwhelming majority in each voting group of investors and creditors. On October 24, 2024, the People's Court of Pudong New Area of Shanghai Municipality ruled to approve the reorganization plan of Dongying and terminate the reorganization proceedings. According to the audit and valuation conducted as entrusted by the administrator, Dongying had total assets of approximately RMB 4 billion and total liabilities of approximately RMB 10 billion. Its main assets were construction-in-progress, and its debts included financial liabilities, construction project debts, operating liabilities, and claims asserted by homebuyers due to its inability to deliver homes on time. The various claims required the administrator to distinguish and handle them differentially. With the strong support of the special task force, JunHe, as the administrator, adhered to the market- and law-oriented principles in the reorganization proceedings and addressed the reorganization challenges through multiple channels and means. This included fully utilizing the government-court coordination mechanism and actively communicating with governmental departments to ensure the safety and stability of the continued construction and comfort the homebuyers; introducing common-benefit debt investors to provide funds for the continued construction, thereby maximizing the value of the bankruptcy estate; fully negotiating with mortgagees to release part of the continued construction value of the collaterals, thus offering higher repayment possibilities for relevant creditors; holding regular communication meetings with homebuyers to update them on the progress of the continued construction, thus alleviating their concerns and misunderstandings and gaining their understanding and recognition of the administrator's work. JunHe was highly recognized by the court, the creditors and other stakeholders in this case. We will actively promote the effective implementation of the reorganization plan and keep the schedule of continued construction, the project quality and safety under control, so as to deliver the presold homes to their buyers for use by March 31, 2025. Partner LIU, Zhengdong led the JunHe team, and partner LI, Chenghao and counsel LIU, Xin were responsible for the specific work of the project. Partner DONG, Ming, counsel WU, Ling and partner CHENG, Hong (Julie) also provided great support for the project.

On October 22, 2025, Shenzhen Fibocom Wireless Inc. (Fibocom, stock code: 0638.HK) issued 135,080,200 H shares (before exercising the over-allotment option) and was listed on the Main Board of the Hong Kong Stock Exchange. The issue price was HKD 21.50 per share, and the fundraising scale was approximately HKD 2.904 billion (before exercising the over-allotment option). Fibocom was already listed on the ChiNext Board of the Shenzhen Stock Exchange (stock code: 300638) and it has now achieved dual primary listings in both the A-share and H-share markets. Founded in November 1999, Fibocom is the world's second-largest provider of wireless communication modules (based on 2024 revenue) and its products include data transmission modules, smart modules, and AI modules. Fibocom provides customized solutions that encompass cellular communication, AI, automotive and GNSS modules. The lead partners for this project were Mr. HE, Tingcai (Lawrence HO) , Mr. WANG, Yi, and Mr. SHANG, Shiming (George). Mr. HE, Tingcai (Lawrence HO) was the handling partner and Mr. Joe Wan was the internal review partner.