Jia Yan is a partner of our Corporate Department, the Chief Representative of our Shanghai office and a Co-Chair of our Shanghai and Beijing offices.
Mr. Yan primarily represents clients in M&A and financing, Hong Kong and U.S. IPOs, corporate restructuring, fund formation and private equity investments. Mr. Yan also has significant experience in international dispute resolutions and real estate transactions.
Mr. Yan joined Paul Hastings from iSinoLaw Limited, where he served as the chief operating officer. He concurrently worked as the general counsel of Tai Kong Tung and the associate director and research fellow of Hong Kong WTO Research Institute. Before that, Mr. Yan was an associate at a prominent Wall Street firm’s New York office.
Mr. Yan is admitted to practice law in New York. He also passed the bar in China in 1994, but does not hold a current practicing certificate.
Mr. Yan co-authored The Financial Law of Hong Kong and The Banking Law of the People’s Republic of China. He co-authored the best-selling book titled Debating in Singapore. In addition to his role at Paul Hastings, Mr. Yan currently serves as:
- the Chair of the Committee of the Specially-Invited Members of the Shanghai Bar Association;
- arbitrator of Shanghai International Economic and Trade Arbitration Commission / Shanghai International Arbitration Center;
- arbitrator of Hong Kong International Arbitration Center;
- foreign legal consultant of the Shanghai Pudong New Area Government and China (Shanghai) Pilot Free Trade Zone Administration;
- external part-time master's tutor for Professional Degree (Economics Major) and instructor for master students of the Faculty of Law at Fudan University;
- research fellow at the Institute of International Strategies and Law at Zhejiang University;
- executive director of the China Venture Capital & Private Equity Association;
- advisor of the Law and Compliance Committee of the Insurance Asset Management Association of China; and
- director and member of the Investment Committee of the management company of Suzhou Fund.
- Consecutively recognized as one of the Leading Lawyers in Corporate and M&A (Foreign Firms) by The Legal 500
- Consecutively recognized as one of Top 15 M&A Lawyers by Asian Legal Business
- City University of Hong Kong, Ph.D, 2003
- Yale Law School, LL.M., 1999
- Fudan University Law School, LL.M., 1996
- Fudan University Law School, LL.B., 1993
I. M&A, Investment, Financing and Fund Formation
- A Chinese sovereign wealth fund in its various asset management and hedge fund / PE fund formation and investment transactions, which grossed hundreds of billions of US dollars in investment value.
- Fosun Group in the following transactions, including:
- its participation as a major shareholder in the de-SPAC transaction of the Delaware company Butterfly Network, Inc. on the Nasdaq; the total transaction value exceeded US$3 billion;
- its equity investment for approximately 1.58 million ordinary shares issued by the Nasdaq listed German company BioNTech, distribution of BioNTech’s COVID-19 vaccine BNT162 in Hong Kong, Macau and Taiwan, and its cooperation with BioNTec to develop and commercialize a vaccine that prevents COVID-19 infections using BioNTech’s mRNA vaccine candidate BNT162;
- in the US$1.44 billion de-SPAC transaction of merging United Family Healthcare along with TPG to New Frontier Corporation, a Nasdaq listed SPAC and concurrent to the Fosun Group’s equity acquisition of New Frontier Corporation to become its second largest equity holder. This deal was awarded “Deal of the Year 2019” by China Business Law Journal;
- its participation in the proposed restructuring of Thomas Cook, a tourism service company with the longest operating history in the world;
- its acquisition of a medical official building located in St. Louis, Missouri and the related financing;
- its US$40 million acquisition of a majority stake in the Vienna-listed luxury textiles maker and lingerie brand Wolford;
- its acquisition of a majority stake in Guide Investimentos, a Brazilian brokerage and wealth management company;
- its financing of a US$103 million acquisition of the City of London office building, Lloyds Chambers;
- its acquisition of a majority stake in Resolution Property Investment Management, a London-based private equity real estate fund manager;
- its acquisition of a large parcel of land in Clearwater Bay of Hong Kong, intended for the development of a low density residential project;
- management and lease of an office building formerly known as One Chase Manhattan Plaza, which it acquired from JPMorgan Chase at US$725 million; and
- its participation in the acquisition of Cirque du Soleil, as a member of the buyer consortium backed by TPG.
- Ping An Group in the following transactions, including:
- its US$1.6 billion acquisition of a 47.4% interest in Nasdaq listed AutoHome, a leading automobile trading and information website, from Telstra. (This deal was awarded “Deal of the Year 2016” by China Business Law Journal;) as well as Ping An’s subsequently acquisition of the remaining shares of Autohome from Telstra for approximately US$200 million; and later, its participation in AutoHome's secondary listing in Hong Kong;
- its $60 million investment in ANE, a leading logistics company;
- its US$85 million pre-Hong Kong IPO investment in Guodong Group, the largest private-owned tower company in China, in the forms of convertible bond and exchangeable bond;
- its US$50 million investment in an offshore subsidiary of JD Logistics, a leading Chinese logistics company; and
- its divestment from MOGU, a NYSE listed company.
- China Media Capital in the following transactions, including:
- its joint venture with Merlin Entertainment in relation to the development of the LEGOLAND theme park in China;
- its joint venture with Warner Brothers to establish a new movie studio in Hong Kong, Flagship Entertainment; This deal was awarded “Deal of the Year 2015” by China Business Law Journal;
- its landmark joint venture with DreamWorks Animation to create original Chinese animations for distribution in China and around the world. This transaction was awarded "Joint Venture Deal of the Year 2012" by China Business Law Journal; as well as CMC’s cooperation with DreamWorks and Shanghai Xuhui District Government with respect to the establishment of the Dream Center, a proposed US$314 million landmark culture development project;
- acquisition of approximately 47% stake in Star China TV, the controller of the producer of the popular music TV show Voice of China, from 21st Century Fox;
- its establishment of a joint venture with Hong Kong’s Television Broadcasts Limited in Shanghai. The joint venture, TVB China Limited, focuses on the business of agency of various advertisements and TV programs and film copyrights;
- its establishment of a holding structure with its LPs and a leading Chinese PE fund to acquire 20% shares of iMAX China; and
- its investments in NextVR and iMax VR Fund.
- De Well, an international logistics company,
- on the subscription of its equity interest by an investing vehicle of Cainiao, a global logistics service provider under Alibaba Group;
- in its acquisition of 100% shares of a logistics company operating in the US, Mexico etc. in US$28 million.
- GenScript Biotech, a U.S-based biotechnology company focused on gene synthesis technology and its indirect wholly-owned subsidiary Probio Technology
- in a Series A financing transaction from a private equity firm Hillhouse Capital who subscribed minority equity interest in Probio Technology for US$150 million, with a US$125 million warrant to purchase additional shares;
- in its US$37 million Series B financing from Zhenjiang High-Tech Venture Capital; and
- in its Series C financing with investments from Legend Capital, Highlight Capital, Hillhouse Capital and other institutional investors. Probio Technology raised approximately US$224 million from the Series C investors.
- MultiMetaVerse, an animation and entertainment company devoted to establishing an open community for its global users by providing high-quality entertainment experiences, in its US$ 300 million de-SPAC transaction and subsequent listing on the Nasdaq.
- Apex Group’s founding team in its equity sales transaction as part of the Swiss publicly listed company Kuehe and Nagel International AG’s acquisition of the Apex Group, a leading logistics company, at a market capital of US$1.5 billion.
- NRL Investment Holdings Ptd. Ltd. for its establishment as an investment group engaged in fund of funds investment, private equity investment and direct investment activities in Asia.
- YF Capital, a leading private equity firm in China, in its RMB100 million investment in a semiconductor manufacturer which was 100% owned by a JASDAQ-listed company.
- American International Group to dispose its equity interest in a Chinese-foreign cooperative joint venture established in the mid-1980s, which owns Shanghai Center, a landmark building in downtown Shanghai.
- Zhonghong Zhuoye Group in its US$448 million acquisition of 21% equity interest in the NYSE listed SeaWorld from Blackstone.
- A leading Chinese investment bank in its formation of “funds of funds” exceeding US$1 billion in total value, and its subsequent FoFs investments in various PE funds.
- Hashglobal in its form of a US dollar PE fund focusing on investment in blockchain technologies, one of the pioneers in market.
- Binance, one of the leading cryptocurrency exchange platforms in the world, on its acquisition of CoinMarketCap, one of the most referenced price-tracking websites for crypto assets and based in the U.S.
- An A share listed company in the proposed acquisition of the photonics business from a German technology company for approximately €200 million.
- Shanghai Electric Group in the sale of all its shares in Goss International Corporation to American Industrial Partners.
- Rudong Ritai in its US$230 million acquisition of certain equity interest in Rudong Yangkou Port Investment & Development Co., Ltd. from a subsidiary of PYI Corporation Limited, a Hong Kong Stock Exchange listed company.
- Bus Online in its US$30 million Series B financing from China Renaissance Capital and in its US$30 million convertible note financing from Most Dragon Management Ltd.
- Blackstone in its sale of shares and shareholders loan in a company that indirectly owns real property in Ningbo, China.
- Merrill Lynch in its US$70 million investment, and the subsequent sale of such investment, in a West Samoan company, which indirectly owns a project company that later developed a mixed-use office and retail building located at 1788 Nanjing West Road in Jing'an, Shanghai.
- Wing Lung Bank, in a combined onshore / offshore real estate refinancing facility of approximately US$100 million.
- CalVal in its sale of the shares of a Barbados company which indirectly owns Yu Fashion Garden in Shanghai to Guang Yao Dong Fang for more than US$100 million.
- Aetos Capital in its joint venture investment with Longfor etc. in a US$600 million mixed-use real estate development in Chengdu, China.
II. Hong Kong and U.S. IPOs
- Huatai Financial Holdings (Hong Kong) Limited for Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.’s HK$1.56 billion global offering and IPO on the Main Board of the Hong Kong Stock Exchange. Huatai Financial Holdings (Hong Kong) Limited acted as the sole sponsor for this offering. Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. is a leading Chinese technology and hydrogen fuel cell company focused on the research, development, production and sales of hydrogen fuel cell stacks and hydrogen fuel cell systems.
- Mega Genomics Limited, the largest consumer genetic testing platform in China in terms of the cumulative number of tests administered, on its US$27.56 million global offering and IPO on the Main Board of the Hong Kong Stock Exchange. China Securities International acted as the sole sponsor for this transaction.
- SinoMab BioScience Limited, a biopharmaceutical company dedicated to R&D of therapeutics for the treatment of immunological diseases, in its US$176.5 million global offering and IPO on the Main Board of the Hong Kong Stock Exchange as a Chapter 18A biotech company.
- Fosun Tourism Group in its US$428 million global offering and IPO on the Main Board of the Hong Kong Stock Exchange. This deal was awarded “Deal of the Year 2019” by China Business Law Journal.
- SIIC Environment Holdings Limited, a Singapore listed company engaging in water treatment, solid waste treatment and other environment-related businesses, in its milestone dual primary listing of ordinary shares on the Main Board of the Hong Kong Stock Exchange by way of introduction.
- Citigroup, UBS and CIMB in the US$214 million IPO of Fu Shou Yuan on the Main Board of the Hong Kong Stock Exchange.
- Hunan Yongxiong Asset Management, one of the largest Chinese debt recovery company in its three rounds of PE financing and the proposed IPO in the U.S. capital market.
- Jiayuan.com in its US$80 million IPO on the Nasdaq Stock Market and its subsequent privatization.
III. Bond / Note Issuance
- Wuxi Nengda Thermoelectricity Co., Ltd., a state-owned enterprise in Wuxi City, China, as the guarantor, on the issuance of RMB750 million 4.2% credit enhanced guaranteed bonds due 2025 by Hongkong Yunlin International Co., Limited in Shanghai Free Trade Zone and listed on the Chongwa (Macao) Financial Asset Exchange.
- Wuxi Xixi Industrial Development Group Co., Ltd., a Chinese stated-owned infrastructure construction enterprise in Wuxi City, on its US$100 million 2% credit enhanced bonds due 2025 backed by an irrevocable standby letter of credit issued by Bank of Ningbo.
- Wuxi Xixi Industrial Development Group Co., Ltd., a Chinese stated-owned infrastructure construction enterprise in Wuxi City, on its US$100 million 2% credit enhanced bonds due 2025 backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
- Jiangsu Dieshiqiao Home Textile Industry Group Co., Ltd., a Chinese state-owned property leasing, infrastructure and resettlement housing construction enterprise in Nantong City,
- in its issuance of US$100 million 2.2% credit enhanced bonds due 2024；
- on its US$35 million 3% credit enhanced bonds due 2025 backed by an irrevocable standby letter of credit issued by China Bohai Bank.
- Jiangsu Ruihai Investment Holding Group Co., Ltd., a Chinese state-owned real estate, property management, investment management and tourism development enterprise in Nantong City, on its US$100 million 1.9% credit enhanced bonds due 2023 backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
- Rudong County Mintai Urban and Rural Construction Engineering Co., Ltd., a Chinese state-owned infrastructure construction enterprise in Rudong County, Nantong City, on its US$100 million 2.9% credit enhanced bonds due 2025 backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
- Jiangru Tenghai Investment Holding Group Co., Ltd., a Chinese state-owned real estate and agricultural development enterprise in Nantong City, on its US$100 million 3.4% credit enhanced bonds due 2023 backed by an irrevocable standby letter of credit issued by Bank of Jiangsu.
- Yan’an New Area Investment Development (Group) Co., Ltd., a leading Chinese financial services provider for municipal public work construction, land development, infrastructure and affordable housing construction, in its issuance of US$100 million 5% bonds due 2022.
- AMC Wanhai Securities, China Galaxy International, Vision Capital International, Soochow Securities and Central Wealth Securities Investment as the joint lead managers in the issuance of US$50 million 5.5% bonds due 2022 by Rudong County Tongtai Investment Group, a Chinese state-owned investment, financing and operating platform for urban infrastructure construction.
- AMC Wanhai Securities, Haitong International, Shanghai Pudong Development Bank, China Galaxy International Securities, CMBC Securities, Industrial Bank and Guoyuan Capital as the joint lead managers in the issuance of US$150 million 2.8% credit enhanced bonds due 2024 by Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd., a Chinese state-owned infrastructure investment company.
- UBS, Barclays, ICBC International, and other underwriters in the US$300 million guaranteed bonds issued by Shanghai Electric Group Global Investment Limited. The bonds were guaranteed by Shanghai Electric (Group) Corporation.
- Goldman Sachs, Deutsche Bank, J.P. Morgan, and other underwriters in the US$500 million guaranteed bonds issued by Shanghai Electric Group Global Investment Limited. The bonds were guaranteed by Shanghai Electric (Group) Corporation.
- Mei Nian Investment and Meinian Onehealth as the issuer and parent guarantor respectively on Mei Nian Investment’s issuance of US$200 million guaranteed senior notes due 2021. Meinian Onehealth is one of the largest private health checkup services providers in China.
- Morgan Stanley, J.P. Morgan, Deutsche Bank, Société Générale and other underwriters in the issuance by Shanghai Electric Newage Company Limited of its €600 million guaranteed bonds guaranteed by Shanghai Electric Group Company Limited and listed on the Irish Stock Exchange.
IV. Dispute Resolution and Compliance
- A leading Chinese e-commerce company in its dispute resolution with its US shareholders in connection with issues related to the shareholders’ redemption of shares.
- A leading Chinese public manufacturing company in its dispute resolution with an Indian company in connection with a multi-hundred million US dollars damage payment related to their joint venture.
- A Hong Kong listed pharmaceutical company in arbitration against an asset management company for its disputes arising from certain asset management agreements before the Hong Kong International Arbitration Center.
- A leading Chinese entertainment industry investor in its dispute with the founder of a California studio company and its shareholders in connection with issues related to the investor’s redemption of shares and the studio management’s breach of fiduciary duty.
- A leading Chinese pharmaceutical company in its dispute resolution with a US dollar PE fund in connection with a joint venture established in Cayman Islands.
- A Hong Kong Chinese Internet company in its internal compliance investigation as well as coordination with the relevant regulatory authorities and the subsequent arbitration against an asset manager before the Hong Kong International Arbitration Center.
- A Chinese private equity fund against a NYSE listed Fortune 500 company in the arbitration arising from the dispute over the purchase price of equity of a Chinese financial software service company before the Hong Kong International Arbitration Center. After more than two years of the proceeding of arbitration, this case was successfully settled.
- A leading Chinese media production company against a Netherland company in the arbitration arising from the dispute over the format of a popular music TV show before the Hong Kong International Arbitration Centre.
- Fortune Star Media Limited in the defense and settlement of an action in California state court arising from the film series Teenage Mutant Ninja Turtles.
- A leading Chinese Internet company and a leading mobile phone design and manufacturing company in their US and European national security review, export control, anti-money laundering, data privacy and other compliance work.