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Qingnan Sun
Sun Qingnan Senior Partner
Professional field :
Real Estate, Construction and Energy
Corporate and M&A
Compliance and Risk Management
Government, Public Policies & Stated-owned Assets Operation Supervision
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Detailed introduction
"
Nancy qualified as a Chinese lawyer in 2000. Prior to joining Dentons Shanghai, Nancy worked as an in-house counsel of an HKSE listed company and one of Australia's top law firms.
She has extensive experience in advising Chinese and international clients on both inbound and outbound transactions. She specializes in cross border mergers and acquisitions, joint ventures, setting up new businesses, capital raising, project finance, syndicated loan, leveraged acquisition finance, trade finance, carbon trade, labor relation and corporate governance, etc. In addition, Nancy has a deep knowledge of Energy and Nature resource in connection with plenty of project experience, as the Head of Dentons China Energy Practice & Sector.
The representative clients and projects for which Nancy and her team have provided service include BASF, Air Liquide, Shell, Total, Shandong Energy Group Co., Ltd., Sinopec, China Coal, AUX Group, EGA, Dümmen Orange, Zhongfu Group, Boill Group, China Animal Husbandry Group, Yancoal, Shandong Gold, Beidahuang Fengyuan Group Co Ltd, COFCO Group, Guotai Junan Securities etc. for overseas finance and acquisitions, and Western Australia government, Mizuho Bank Ltd, China Development Bank, Asian Development Bank, Export-Import Bank of China, China Financial Futures Exchange, and many other companies.
Nancy's strength is in negotiating and implementing client-driven solutions to complex legal problems. Her approach is to gain a full understanding of the client's legal and business objectives and provide value-added advice to achieve the desired outcome. Her premium services have gained wide compliments by clients.
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Project Experience
- Assisted BASF with its acquisition of Shanshan Energy. The transaction involved complex transaction issues, including numerous shareholders, delisting of listed companies, and sales restrictions. Sun's team played a crucial role in the design of the transaction structure, the discovery of due diligence issues, the negotiation strategy and the preparation of transaction documents, which has key influence on the promotion of the project.
- Assisted Foxconn with its acquisition of Sound Solutions International, including conducting legal due diligence on Sound Solutions International and its several domestic and overseas subsidiaries in relation to the transaction structure, providing transaction documents, participating in negotiations and providing compliance consultation on the disclosure of listed companies.
- Advised Weir on the separation of some of its China operations into a separate entity and the sale of the entire shares in the entity, including administering the VDR, drafting, reviewing, negotiating asset transfer agreements, share purchase agreements, transition agreements and other transaction documents, and provided legal opinion on environmental license, staff transfers, preliminary assessment of the need for mergers.
- Assisted BEKO with its sale of its white goods business in China to KONKA, including conducting due diligence on the buyer, drafting, reviewing and negotiating asset transfer agreements, supply agreements, service agreements, custody agreements and other transaction documents, and provided legal opinion on tax implications, employee transfers and real estate transfers.
- Assisted BorgWarner with its public acquisition of all shares in Delphi Technologies Co Ltd, including conducting due diligence on the target company's Chinese entity and reviewing transaction documents.
- Assisted DexKo with its acquisition of Carlisle Brake & Friction division of Carlisle Companies Incorporated (the NY listed group), including conducting legal due diligence investigation.
- Assisted Assicurazioni Generali S.p.A with its potential acquisition of up to 50-51% stake in Aspire Lifestyles, including conducting legal due diligence investigation.
- Advised Ambridge on its acquisition of Swedish Electromagnet Invest AB, including commenting on the China DD prepared by R&P China Lawyer and preparing response to AMB's comments.
- Assisted KKR with its proposed sale of one of its portfolio companies, including conducting due diligence, producing a legal fact book, etc.
- Assisted THK Group with its verification of equity, including assisting with the verification of (unencumbered) title to equity interest of the China target companies.
- Advised Incline Elevate GP on its global acquisitions, including conducting due diligence investigation of its three subsidiaries in China, reviewing transaction documents, assisting in closing, advising on legal risks, etc.
- Advised KPS Capital Partnerson its acquisition of Howden from Colfax Corporation, including conducting due diligence and issuing due diligence report.
- Assisted Schaeffler in its potential acquisition of a Chinese company to form a Sino-joint venture entity in Zhejiang province, including reviewing and negotiating the relevant transaction documents.
- Assisted KKR on its acquisition of Magneti Marelli with its proposed sale of one of its portfolio companies, including conducting due diligence, producing a legal fact book, etc.
- Assisted FMC Corporation in selling its Health and Nutrition business to DuPont and acquiring DuPont’s Crop Protection business in China, including reviewing and localizing the transaction documents, complete the registration formalities and close the local acquisitions.
- Assisted Blackstone in its partnering with Celanese to form the JV, including reviewing transaction documents and conducting due diligence of three China joint ventures as well as issuing report on the due diligence.
- Advised Informa Plc on its acquisition of a part of IHS Markit, including advising on the employee transfer process in relation to the asset sale of the TMT Business in China and handling with the change of business scope for the China WFOE of the client.
- Advised QANTAS on the sale of its shares in a joint venture, and provided legal service on the commercial arrangements with its service providers and investors
- Assisted Superior Essex, one of the largest wire and cable manufacturers worldwide, in its selling of IVA business to the potential bidder in China, including conducting due diligence, reviewing transaction documents, etc.
- Advised Suzhou Talesun Solar Technologies Co Ltdon its three 315 MW PV power station projects located in Argentina, including reviewing EPC contract, Sub-EPC contract, SKU supply agreement, cable supply agreement, etc. and advising on the legal risk.
- Advised Powerchina Guizhou Electric Power Construction Co Ltd on three Ukraine solar photovoltaic facility agreements, including reviewing Channeling Payment Agreement, negotiating Payment Authorization Agreement and other agreements.
- Advised DTEK, the maximum private energy company in Ukraine, on the purchase of 240 MW AC (323 MW DC) inverter substation and DC combiner box project for the Pokrovska Solar Power Plant of its Chinese supplier KSTAR on the project of SOLAR FARM-3 LIMITED LIABILITY COMPANY, including reviewing transaction documents and issuing legal opinion.
- Advised Zhongli New Energy (Hong Kong) Investment Limited on the construction of photovoltaic power plants in Ukraine, including conducting due diligence investigation of two target companies in Ukraine and a target company located in France.
- Provided legal service to Powerchina Jiangxi Electric Power Construction Co Ltd. in relation to its King Abdulaziz Airport Urban Commercial Complex Project in Saudi Arabia, including reviewing the framework agreement with the proprietors.
- Provided legal retainer services to Shell (China) Co., Ltd., including performing research on carbon emissions and CCER trading rules, and developing the transaction structure and cross-border trading rules of VERs.
- Represented Suzhou Thvow Technology Co., Ltd (Stock Code: 002564) in its investment in the construction of the 50MW photovoltaic power generate project implemented by Yumen Xinneng Solar-thermal Co., Ltd. The deal value was RMB1.8 billion. Her services include advising on equity structure, reviewing EPC contracts and drafting rules and regulations.
- Represented Shandong Energy Group Co Ltd on its investment into a mining project in Canada including setting up a joint venture company with a local Canadian company, conducting legal due diligence, preparing the documentation and advising the Chinese government regulatory requirements etc.
- Represented Asian Development Bank on its purchase of CERs from a Shanghai clean energy company, including conducting legal due diligence investigation and advising on compliance issues, government approvals and others.
- Advised STX Group on its potential business of carbon trading in China, including advising on compliance and regulatory issues, advising on opening the NRA account, etc.
- Assisted Ingredion’s acquiring 100% shares of TIC GUMS, INC. and SPECIALTY BLENDS, INC., including due diligence investigation, reviewing transaction documents and worldwide transaction deal structure design.
- Assisted HNA Group in its cross-border guarantee, including reviewing the transaction documents, preparing the documents to be filed to SAFE, and issuing legal opinion.
- Assisted China Railway in its PPP project in Zambia, including advising on the transaction structure, reviewing the concession agreement, and issuing the legal opinion.
- Advised Total on its cross-border guarantee from PRC law perspective, including drafting transaction documents and analyzing the relevant policies.
- Represented China Financial Futures Exchange on the establishment of China Europe International Exchange with Shanghai Stock Exchange and Deutsche Borse AG in Frankfurt. The work scope includes drafting and reviewing the documents for the joint venture, providing legal advice to issues relating to the establishment of the exchange. The establishment of China Europe International Exchange has great significance for supporting the ""two-way opening-up of the capital market and RMB internationalization"", as well as the “One Belt, One Road” initiative.
- Represented China Venture Capital Fund Corporation Limited and a subsidiary ofMorgan Stanley Shanghai in their joint investment into Sinopharm Holding (China) Finance Leasing Co., Ltd. The work included full legal due diligence, reviewing and negotiating transaction documents, advising on the deal structure, setting up investment vehicle, and assisting with closing.
- Represented Yancoal Australia on its acquisition of Premier Coal in Western Australia (approximately AUD 300 million), including conducting legal due diligence investigation, drafting transaction documents, as well as providing advice on FIRB approvals and other compliance issues.
- Represented Yancoal Australia Limited, an Australian incorporated and ASX listed company, on its privatization and acquisition by its controlling shareholder, including providing advice on compliance issues, enforceability under PRC law, and methods of due diligence.
- Represented China Animal Husbandry Industry Co Ltd and Shanghai Yanhua Bio-tech Co on their acquisition of Balco, an Australian enterprise engaged in the planting and exporting of oat grass, including conducting legal due diligence investigation and providing advice on compliance issues, government approvals and others.
- Represented Thai Beverage Public Company Limited, on their transaction of equity acquisition with Fraser and Neave, Limited. The work includes conducting legal due diligence investigation for one of the domestic subsidiaries of Fraser and Neave, Limited.
- Advised TV Mao on its transaction of equity acquisition with Peel Technologies Inc., including reviewing the equity transfer agreement and other main transaction documents, as well as advising on and assisting in corporate restructuring and tax matters.
- Advised Bunge, a Fortune 500 company, on its acquisition of the equity interest in a Chinese company. The work included conducting due diligence investigations, designing deal structure, drafting and revising transaction documents, and assisting with relevant procedures.
- Advised Corporacion Medichem, S.L. on the proposed acquisition by Fortune of equity interest in Anhui Meizhicheng Pharmaceutical Co Ltd, including drafting a Memorandum of Understanding with Shanghai Fortune Chemical Co Ltd.
- Retained by China Export Import Bank for its finance arrangement for Hunan Valin Steel’s acquisition of Fortescue in Australia, which involved drafting and reviewing transaction documents, as well as advising on share pledges, FIRB approvals and compliance issues.
- Retained by Mizuho Bank Ltd Seoul Branch on its offshore loan transaction with POSCO (Suzhou) Automotive Processing Center Co Ltd, including reviewing transaction agreements, drafting PRC legal opinion, CP confirmation letter, to see if the agreements are suitable for PRC to enforce its rights.
- Represented Mizuho Bank Ltd on its offshore loan transaction by its Seoul Branch with Kunshan Samsung Electro Mechanics Co Ltd, which involved advising on compliance issues and issuing confirmation letter for the transaction.
- Advised Mizuho Bank Ltd on a cross-border financing project from a PRC law perspective, including advising on the deal structure of the project, reviewing the Term Sheet from a PRC legal/regulatory perspective and advising on foreign debt registration.
- Represented China Development Bank on its interest rates swaps transaction with a leading mining company, which involved reviewing and commenting on the ISDA agreement.
- Retained by China Development Bank for its finance arrangement for a project in West Pilbara (approximately AUD 2.2 billion). Her work involved conducting legal due diligence investigation, drafting transaction documents and advising on compliance issues.
- Represented China Development Bank on its debt restructuring of New Zealand Yellow Pages Group (approximately AUD 2.2 billion). Her work involved conducting legal due diligence investigation, drafting transaction documents and providing advice on compliance issues.
- Retained by China Development Bank with regards to its debt financing provided for the Sydney Metro Network Stage 1 (Rozelle-Central), which involved reviewing transaction documents and providing advice on compliance issues.
Educational Background
- 2016 MBA, University of California Los Angeles, National University of Singapore
- 2006 LLM, East China University of Politics and Law
- 1999 LLB, Northeastern Forestry University
Relevant qualifications
- P. R. China Lawyer (2000)
- Singapore Registered Foreign Lawyer（2013）
Publication
- Get Ready for GDPR in the Carbon Field – Accelerated Legislation of EU Carbon Border Adjustment Mechanism，Wolters Kluwer, Mar 14, 2022
- Data Compliance in the Fields of Energy and Chemical Industry - Article 2, Lexis Nexis, Feb 18, 2022
- Data Compliance in the Energy and Chemical Industries (Ⅰ), Wolters Kluwer,Feb 14, 2022
- Data Security Considerations in the M&A Transaction – Going Ahead of ""Compliance"" Article 4 Data Protection Compliance Requirements in the Process of Closing and Post-closing Integration in M&A Transactions, Wolters Kluwer, Jan 14, 2022
- Negative List for Foreign Investment Slimmed Down as Opening Up Continues——Analysis on Highlights of the New Negative List for Foreign Investment Access, Lexis Nexis, Jan 4, 2022
- Going Left or Going Right? Anti-Foreign Sanctions Law Brought Challenges to Multinational Corporation, Wolters Kluwer, Jun17, 2021
- Carbon Emission Joins Environmental Impact Assessment: MEE Raises the Threshold for ""Two High"" Projects, Wolters Kluwer, Jun 17, 2021
- Carbon Emission Joins Environmental Impact Assessment: MEE Raises the Threshold for ""Two High"" Projects, Lexis Nexis, Jun 16, 2021
- MEE Promulgated Rules for the National Carbon Market, Lexis Nexis, May 31, 2021
- Annual Review of China’s ETS 2020, Wolters Kluwer, May 22, 2021
- Introduction of Two New Rules on National Carbon Emission Trading (Draft for Comment), Wolters Kluwer, May 17, 2021
- Negative List for Foreign Investment Access, Wolters Kluwer, Jul 21, 2020
- Negative List for Foreign Investment Access, Lexis Nexis, Jul 22, 2020
- SAFE issues rules to facilitate cross-border trade & investment, Wolters Kluwer, Mar 24, 2020
- SAFE issues rules to facilitate cross-border trade & investment, Lexis Nexis, Mar 20, 2020
- First Mutual Judicial Preservation Arrangement with HK, Wolters Kluwer, Jul 19, 2019
- Who Shall Be Held Liable for the Restoration of the Polluted Soil?--Commentary on the PRC Soil Pollution Prevention and Control Law, Lexis Nexis, Jun 11, 2019
- Update on the legislation of China ETS, Lexis Nexis, Apr 26, 2019
- China adopts the unified Foreign Investment Law, Wolters Kluwer, Mar 22, 2019
- China adopts the unified Foreign Investment Law, Lexis Nexis, Mar 21, 2019
- Draft Regulation on the Administration of the Consumer Goods Recall released for public comments, Lexis Nexis, Feb 19, 2019
- China issues guidelines for compliance management of Chinese domestic enterprises going global, Lexis Nexis, Feb 1, 2019
- 2018 Annual Review of Carbon Emission Trading in China, Lexis Nexis, Jan 22, 2019
- Comments on Current Status of Implementation and Development of Electric Power Spot Market, Lexis Nexis, Jan 4, 2019
- First Anniversary Review of the Environmental Protection Tax Law, Lexis Nexis, Jan4, 2019
- Overseas Traders Participating in China Crude Oil Futures Trading, Dentons Client Alert, Feb 13, 2018
- Opportunities and Challenges of the Establishment of a National Carbon Emission Trading Market on the Development of China’s Carbon Finance, Dentons Client Alert, Jan 23, 2018
- Study on the Green Bonds, Dentons Client Alert, Jul 31, 2017
- New Opportunities of Soil Pollution Abatement and Remediation Industry, Wolters Kluwer, Jun 29, 2016
- Carbon Emission Trading, Legal Studio, Jun 1, 2016
- E-commerce fully opens to foreign investors Are you ready? Legal Studio, Mar 27, 2015
- New Administrative Measures of the Financial Leasing Companies—new opportunities for the development of financial lease industry, Legal Studio, Apr. 18, 2014
- Interim Provisions on Labor Dispatching, Legal Studio, Mar. 26, 2014
- More open market and new investment opportunities – Shanghai Free-Trade Pilot Zone, Westlaw China, Dec 10, 2013
- China State Council Propelling Registration System Reform of Corporation Registered Capital, Legal Studio, Nov 6, 2013
Awards
-
The Legal 500—Corporate and M&A PRC Firms named lawyer 2019, 2020，2021
- The Legal 500—Project and Energy PRC Firms named lawyer 2019
- Best Lawyer—2020 named Lawyer in PRC Corporate law
- Chambers and Partners—Energy & Natural Resources (PRC Firms) Leading Lawyer 2015, 2017, 2020, 2021, 2022
- Chambers and Partners—Corporate & Commercial lawyer 2018, 2019, 2020, 2021 Asia-Pacific Guide
- Asia Legal Business (ALB)—Top Chinese Female Lawyers 2016
- Financial Times—Shortlisted for the Company Law Innovative Deal of the Year 2015
- China Business Law Journal (CBLJ)—The Deal of the Year 2015
- China Law and Practice (CLP)—Energy Resources Deal of the Year 2013
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