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Key contacts
Partner: Xin Kong
Partner : Gang Wu
Quick facts
Number of lawyers

350+

Languages

Mandarin, Cantonese, English and Japanese

Key practice areas
Banking and finance
Banking
Capital markets
Capital markets : Debt
Capital markets : Equity
Capital markets : Structured finance and securitisation
Financial and corporate
Investment funds
Private equity funds
Corporate and M&A
Private equity
Restructuring and insolvency
M&A
Project development
Investment funds : Offshore
Private equity - Foreign
Investment funds - Foreign
Project development
Firm overview

Commerce & Finance Law Offices (“C&F”) is one of the best commercial law firms in China. Faithfully adhering to the principles of professional integrity and excellence, C&F focuses on solving the clients’ most demanding and important problems, and provides one-stop solutions and strive to provide clients with pragmatic and cost-effective legal solutions that meet their best interests. C&F has steadily built up its well-recognized practice and reputation in the fields of following: 

  • Capital Markets
  • Corporate M&A
  • Private Equity
  • New Economy (TMT/Education/Healthcare)
  • Banking & Finance
  • Dispute Resolution
  • Insolvency & Restructuring
  • Investment Funds
  • Intellectual Property
  • Foreign Investment
Key practice contacts and recent transactional highlights

All key practice contacts:
Bd.list@tongshang.com

Recent transactional highlights:

  • C&F advises Joint-sponsor and underwriter on the listing of China Tower Corporation Limited (stock code: 0788.HK) on the Main Board of the Stock Exchange of Hong Kong. The deal is The world’s largest initial public offering (“IPO”)  in 2018, the Hong Kong’s largest IPO in nearly eight years, the No. 4 biggest IPO in the thirty years of HKSE, and the world’s largest IPO in the telecom industry
  • C&F advises Joint-sponsor and underwriter on the IPO and listing of Innovent Biologics, Inc (stock code: 01801.HK) on the Main Board of the Stock Exchange of Hong Kong. The deal is the biggest global IPO of Pre-revenue biotech company.
  • C&F advises the sponsor on the listing of Ascletis Pharma Inc.(stock code: 1672.HK) on the Main Board of the Stock Exchange of Hong Kong. Ascletis Pharma Inc is the first successful IPO biopharmaceutical company after the implementation of the new rules of the Hong Kong Stock Exchange
  • C&F advises China Renaissance on its listing on the Main Board of the Stock Exchange of Hong Kong. China Renaissance is the first listed private equity institution that adopted VIE structure.
  • C&F advises Maoyan Entertainment(stock code: 1896.HK) on its reorganization and listing on the Stock Exchange of Hong Kong. The listing of Maoyan Entertainment is a milestone event in the area of entertainment in China and the deal size of the IPO is one of the largest projects in the recent years in the area of entertainment in China.
  • C&F advises COSCO Shipping Holdings on acquiring Orient Overseas (International) jointly with Shanghai International Port. The transaction with a total amount of HK$49.2 billion has been one of the most influential M&A transactions in the Asia-Pacific capital market since 2017.
  • C&F advises Bilibili(stock code: BILI) on its listing on the Nasdaq. The total amount raised in this offering is US$483 million.
  • C&F advises the managers on the issuing of $64bn-equivalent dual-currency, multi-tranche bond issued by China National Chemical  Corporation. The Large-than-expected bonds were divided into six tranches in total, five in US dollars, and one in €1.2bn euro, which were traded well on SGX and ISE respectively.
  • C&F advises the underwriters on the issuing of USD1.75 billion & EUR850 million MTNs issued by State Grid Corporation of China. The deal was a Medium Term Note of USD10 billion after upsizing from USD7.7 billion, under which USD1.75 billion & EUR850 million were issued and 16 underwriters were involved.
  • C&F advises Kohlberg Kravis Roberts & Co. L.P on the acquisition of Anhui Hetian Hospital's  Controlling Stockholder. C&F creatively draft a series of compliance mechanisms after one month discussion with US compliance counsel to ensure the operation of the targeted company  conform to US  regulation.
  • C&F advises the strategic investor on the bankruptcy and reorganization of Bohai Steel Group. The reorganization covers 48 enterprises of the Bohai Steel Group, with a total debt of more than 200 billion yuan, which is the largest reorganization cases in China in terms of the amount of related assets and liabilities.
  • C&F advises in an arbitration administrated by LCIA between a Singapore registered company and a Hong Kong registered company. The amount of this dispute is more than USD 900,000,000 and it is so complicated that connected with international trade, tariffs, anti-dumping and countervailing investigations, veil piercing of companies, etc.
Other offices

Beijing Office
6F and 5F NCI Tower, A12 Jianguomenwai Avenue Chaoyang ,
Beijing, 100022
China
T: +86 10-65693399
F: +86 10-65693838
E: Beijing@tongshang.com W: www.tongshang.com 

Shanghai Office
10F, Block 1, Jingan Kerry Center, Nanjing West Road,
Shanghai, 200040
China
T: +86 21-60192600
F: +86 21-60192697
E:  Shanghaifs@tongshang.com W: www.tongshang.com 

Shenzhen Office
2301, Block A, Aerospace Science and Technology Plaza, Haide 3rd Road, Nanshan District,
Shenzhen, 518067
China 
T: +86 755-83517570
F: +86 755-83515502
E: Shenzhenfs@tongshang.com W: www.tongshang.com

Hongkong Office
29/F, 238 Des Voeux Road Central,
Hong Kong
China
T: +852 2151 5150
F: +852 2151 5158
E: hongkong@tongshang.com W: www.tongshang.com

Address:
12-14th Floor, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing 100004
Tel:+86 10 6569 3399 Fax:+86 10 6569 3838 Email:Contact Us Web Address:http://www.tongshang.com
Rankings published in 2027
Banking and finance
Tier 4
33 firms ranked
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Capital markets : Debt
Tier 1
27 firms ranked
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Capital markets : Equity
Tier 1
31 firms ranked
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Capital markets : Structured finance and securitisation
Tier 2
20 firms ranked
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Investment funds
Tier 3
27 firms ranked
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M&A
Tier 2
44 firms ranked
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Private equity
Tier 2
30 firms ranked
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Project development
Notable
22 firms ranked
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Restructuring and insolvency
Notable
32 firms ranked
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Linked Reviews
Financial and corporate

Founded in 1992, Commerce & Finance Law Offices is active in key areas of transactional law, especially in the overseas capital markets. Headquartered in Beijing, the firm also has branch offices in Shanghai and Shenzhen.  

Highlights  

Commerce & Finance’s core practice areas cover securities, investment, banking and finance, and M&A. It has a traditionally strong IPO practice and is recognised as a market leader in this area. The firm has participated in many landmark listings and reorganisations of state-owned and private enterprises.  

The firm provided legal services on various significant bond issuances, including advising the People's Government of Guizhou Province on a special bond issuance by the Agricultural Bank of China Guizhou Branch, assisting Taiwan Cement Corporation in issuing its first international green equity-linked securities, and advising China Xiongan Group on a public offering of green corporate bonds.  

Throughout the research cycle, the firm garnered positive peer feedback for their expertise in the overseas IPO market and proficiency in domestic capital markets, highlighted by their completion of notable deals such as the groundbreaking HKD 120 billion (US$15.36 billion) listing of J&T Express in Hong Kong, marking the first IPO project in the logistics sector in Hong Kong with a Weighted Voting Rights structure in 2023.  

Key clients 

NIO, China Energy Engineering, Ningbo Zhoushan Port, Guizhou Branch of Agricultural Bank of China, Yunnan Branch of Agricultural Bank of China, Export-Import Bank of China, ICBC, Chengdu Branch of Agricultural Bank of China, Bocom Financial Asset Investment, and International Alliance Financial Leasing.  

11 results11 results
Deal Highlights
156 results156 results
Deal Name Deal Date Firm Name Jurisdiction Deal Type Lawyer Names Client Names Client Role
Sinic Holdings (Group) Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Guotai Junan Capital, Haitong Securities Co Ltd, Barclays, BNP Paribas, UBS, Credit Suisse
Underwriter
MicroPort Scientific Corp - Bond Issue
2021-06-01
Commerce & Finance Law Offices
China (National)
Bond issue
Central China International Capital Ltd, JP Morgan Chase
Underwriter
eHi Car Services Ltd - Bond Issue
2021-09-01
Commerce & Finance Law Offices
China (National)
Bond issue
HSBC, Deutsche Bank, JP Morgan Chase, UBS
Underwriter
eHi Car Services Ltd - Bond Issue
2021-06-01
Commerce & Finance Law Offices
China (National)
Bond issue
Deutsche Bank, JP Morgan Chase
Underwriter
Seazen Holdings Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
China Merchants Bank, CITIC Group Corp, Haitong Securities Co Ltd, Seazen Holdings Co Ltd
Underwriter
Guangzhou Fineland Real Estate Development Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Guangzhou Fineland Real Estate Development Co Ltd
Issuer
CIFI Group Co - Bond Issue
2021-07-01
Commerce & Finance Law Offices
China (National)
Bond issue
CIFI Group Co
Issuer
Shenzhen Logan Holdings Co - Bond Issue
2021-06-01
Commerce & Finance Law Offices
China (National)
Bond issue
Shenzhen Logan Holdings Co
Issuer
Zhongliang Holdings Group Co Ltd - Bond Issue
2021-09-01
Commerce & Finance Law Offices
China (National)
Bond issue
Zhongliang Holdings Group Co Ltd
Issuer
Zhongliang Holdings Group Co Ltd - Bond Issue
2021-02-01
Commerce & Finance Law Offices
China (National)
Bond issue
Zhongliang Holdings Group Co Ltd
Issuer
Longfor Group Holdings Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Longfor Group Holdings Ltd
Issuer
Yuzhou Group Holdings Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Yuzhou Group Holdings Co Ltd
Issuer
Helenbergh China Holdings Ltd - Bond Issue
2021-03-01
Commerce & Finance Law Offices
China (National)
Bond issue
Helenbergh China Holdings Ltd
Issuer
Dexin China Holdings Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Dexin China Holdings Co Ltd
Issuer
Shenzhen Logan Holdings Co - Bond Issue
2021-04-01
Commerce & Finance Law Offices
China (National)
Bond issue
Shenzhen Logan Holdings Co
Issuer
Shimao Group Holdings Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Central China International Capital Ltd, HSBC, BNP Paribas, Morgan Stanley, CITIC Group Corp
Underwriter
Sunkwan Properties Group Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Sunkwan Properties Group Ltd
Issuer
Zhongliang Holdings Group Co Ltd - Bond Issue
2021-01-01
Commerce & Finance Law Offices
China (National)
Bond issue
Zhongliang Holdings Group Co Ltd
Issuer
China Modern Dairy Holdings Ltd - Bond Issue
2021-07-01
Commerce & Finance Law Offices
China (National)
Bond issue
China Modern Dairy Holdings Ltd
Issuer
Yuzhou Group Holdings Co Ltd - Bond Issue
2021-09-01
Commerce & Finance Law Offices
China (National)
Bond issue
Yuzhou Group Holdings Co Ltd
Issuer
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