MIAO, James

Mr. Miao is a partner at AllBright Law Offices, and mainly based in AllBright’s Shanghai office.

Biography

Mr. Miao joined AllBright Law Offices in 2004. After graduation with honors from East China University of Political Science and Law in July 1999, he worked for two years in the Department of Capital Account Administration of State Administration of Foreign Exchange (SAFE) and took responsibility for the administration of foreign exchange matters in relation to foreign direct investment and foreign debts. As of June 2001, he began his private practice, successively worked as a China law consultant at the Beijing and Shanghai offices of Coudert Brothers LLP (now merged into Orrick, Herrington & Sutcliffe LLP) and as a senior associate at another leading local law firm in Shanghai, and then joined AllBright in May 2004. From September 2015 to July 2016, he was a partner of Han Kun Law Offices. In August 2016, he rejoined AllBright as a partner.

From June 2007 to June 2008, Mr. Miao was selected to participate in the Lord Chancellor’s Training Scheme for Young Chinese Lawyers sponsored by the government of the United Kingdom and was trained at Clifford Chance LLP, a leading international law firm, in its London and Hong Kong offices, and also trained at 3 Verulam Building of Gray’s Inn, the barristers chambers reputable for its financial dispute resolution practice.

From October 2018 to November 2018, he was selected to attend the Cross-Border Investment and International Trade Policies Training Program for Leading Foreign-Oriented Chinese Lawyers in Washington, D.C. U.S.A. sponsored by All China Lawyers Association in cooperation with International Law Institute of the U.S.

Practice Areas

Mr. Miao has extensive practice experience in the areas of banking and finance, merger and acquisition, cross-border investment, disputes resolution and general corporate matters. He provides professional services to both international and domestic clients including financial institutions and industrial corporations.

In the area of banking and financial services, his practices include:

■advising domestic and foreign clients on establishment, investment or equity transactions in relation to commercial banks, insurance companies and other non-banking financial institutions in China;

■advising domestic and international commercial banks and other financial institutions on various financial products and services launched in China, and a wide-range of domestic and cross-border financial transactions, such as syndicated loan, project finance, acquisition financing, real estate financing, financial lease, commercial factoring, financial derivatives, structured financial products, business trust and wealth management transactions or products;

■advising domestic or foreign-invested industrial corporations (as borrowers or other counterparties of the financial institutions) on their entering into financial transactions with or accepting financial services from banks and other financial institutions; and

■advising financial institutions and industrial corporations on financial regulatory compliance issues, including banking and insurance supervision and regulation, foreign exchange control, regulation on cross-border RMB or internationalization of RMB.

The financial transactions in which Mr. Miao has been involved cover different industry sectors, including energy (e.g., nuclear power, fossil-fuel power, natural gas, solar energy), transportation and infrastructure, chemical industry, electronics, car and other manufacturing sectors, real estate / hotel, environmental protection, commodity trade, financial lease, etc..

In the area of corporate and M&A, his practices include:

■advising domestic state-owned enterprises and private-owned enterprises on their on-shore investment, M&A transactions and other commercial activities in the mainland China;

■advising transnational companies and other foreign investors on their green field investment, M&A transactions, joint venture and other commercial transactions in the mainland China; and

■assisting domestic state-owned enterprises and private-owned enterprises in their outbound investment, M&A transactions, joint venture and other commercial transactions outside the mainland China.

The corporate and M&A transactions in which Mr. Miao has been involved include both equity and assets transactions, cover various industry sectors, including commercial real estate, commercial retail, gasoline distribution, logistics, solar energy, electrical safety, automobile manufacturing, automobile parts, aviation electric apparatus, semiconductor, optical instruments and other manufacturing industries.

In addition, Mr. Miao also serves as the external counsel to industrial corporations and financial institutions, and advises them on their daily operations, including:

■reviewing and revising daily commercial contracts;

■resolving employment disputes;

■advising on and conducting internal investigation regarding anti-bribery or other regulatory compliance matters; and

■resolving financial disputes or commercial disputes.

Mr. Miao is very familiar with China’s foreign exchange control regime, and constantly follows up with the laws and policies on the process towards full convertibility of RMB under capital accounts, the internationalization process of RMB, the evolution and on-going reform of China’s financial system and the opening-up of China’s financial market, especially those regarding developing Shanghai as an international financial center and construction of China (Shanghai) Pilot Free Trade Zone (including Lin-Gang Special Area).

During his private practice, Mr. Miao has participated in drafting or revision of some pieces of regulations regarding foreign exchange regulation under capital accounts at the invitation by SAFE head office, and the preparation of the model syndicated loan documentation of China Banking Association.

On behalf of AllBright, he also actively participated in academic exchange and communication activities held by the Cross-border Financial Services Committee of the Shanghai Society for Finance and Banking and the academic research subject led by the Shanghai Head Office of the People’s Bank of China on major legal issues associated with developing Shanghai as the international financial center.

Representative Experience

• ■advising Shenergy Group, a state-owned energy enterprise in Shanghai, on its entering into a joint venture with United Overseas Bank (UOB) to form a consumer finance company in Shanghai;
• ■advising a financial conglomerate in Taiwan on its setting up a joint venture consumer finance company in the mainland China;
• ■advising a Sino-foreign invested insurance company and its existing shareholders (including a Taiwan-based financial conglomerate) on the introduction of a new strategic investor and the capital increase by the insurance company;
• ■providing legal services to AXA Group on its sale of shares in Taikang Life Insurance Co., Ltd, a leading Chinese life insurance company, to Goldman Sachs and Tetrad;
• ■advising Shenergy Group, a state-owned energy enterprise in Shanghai, on its introduction of the foreign strategic investor (Fortis Group) and setting up a Sino-foreign invested “enterprise group finance company” in Shanghai;
• ■advising Hana Bank of Korea on its acquisition of majority equity interest in the joint venture bank Qingdao International Bank (QIB) with ICBC as the Chinese party;
• ■advising a private enterprise in China on its acquisition of the 100% equity of a state-owned company (one of the largest chemical logistics companies);
• ■advising a private equity fund on its acquisition of an Israeli company’s equity interests in printed circuit board business entities located in mainland China and other areas;
• ■advising NIDEC Corporation on its subscription to the newly increased registered capital of a major domestic EPS manufacturer;
• ■advising Suntech Power, the then world leading solar energy company, on its various investment transactions in China;
• ■advising an investment group based in Hong Kong on its acquisition of the equity interest in an offshore company, the sole shareholder of a real estate company in China;
• ■advising a state-owned enterprise in aviation industry in relation to its proposed joint venture with a Fortune 500 company of the U.S. in order to supply parts to C919 project (China’s first large commercial jetliner project);
• ■advising ASE Group, the world’s largest provider of independent semiconductor manufacturing services in assembly and test, on its setting up a large-scale assembly and testing joint venture in the mainland China with the independent semiconductor company founded by Philips;
• ■advising Jiangsu Five Star Appliance Co., Ltd, the fourth largest Chinese electronic retailer of appliances and consumer electronics, on its introduction of USD 180 million foreign investment made by Best Buy, the largest electronic retailer in the world;
• ■advising a leading European bank head office on its proposed transactions with various financial institutions in China in relation to fixed-income products, derivatives and structured products;
• ■advising a commercial real estate complex project company and its domestic and overseas shareholders (controlled by reputable real estate funds) on its refinancing project in an amount of RMB 13 billion;
• ■advising Shandong Nuclear Power Company Limited on borrowing over RMB 30 billion term loan financing from a bank syndicate consisting of China’s major commercial banks for construction of the Phase II project of Haiyang Nuclear Power Plant;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 7.3 billion term loan financing for an infrastructure project in Shanghai;
• ■advising a Singaporean hotel and real estate group on its financing and refinancing projects for its subsidiary (the owner of a five-star hotel located in Beijing);
• ■advising a domestic listed company on its borrowing a term loan facility of RMB 410 million from International Finance Corporation (IFC);
• ■advising a Singaporean bank and its China subsidiary on their real estate financing projects;
• ■advising a major Chinese bank on its providing a term loan facility of RMB 1.65 billion to an overseas real estate fund;
• ■advising a domestic listed company on its borrowing of a term loan facility in the amount of about US$ 100 million from Export-import Bank of the United States and CitiBank;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 5.5 billion term loan financing for a commercial real estate project in Shanghai;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 4.4 billion term loan financing for a commercial real estate project in Shanghai;
• ■advising the bank syndicate on providing about RMB 4 billion term loan financing for an energy project in Shanghai;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 3.6 billion term loan financing for a foreign-invested commercial real estate project in Shanghai;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 1.7 billion term loan financing for a commercial real estate project in Shanghai;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 1.5 billion term loan financing for a commercial real estate project in Shanghai;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 1.4 billion term loan financing for a government-sponsored affordable housing project in Shanghai;
• ■advising the bank syndicate with two Chinese leading banks as the joint arrangers in relation to providing about RMB 1.3 billion term loan financing for a commercial real estate project in Shanghai;
• ■advising the bank syndicate consisting of eight financial institutions in relation to providing about RMB 1.2 billion term loan financing for the construction of the Natural Gas Pipeline Project of Chongming Island in Shanghai;
• ■advising the bank syndicate with two banks in Hong Kong as the joint arrangers in relation to their provision of HK$ 1.17 billion term loan facility to a wholly foreign owned five-star hotel development company;
• ■advising the bank syndicate with Industrial and Commercial Bank of China (ICBC) Shanghai Branch as the arranger in relation to providing Japanese Yen 64.6 billion equivalent loan financing to Shanghai SVA-NEC LCD CO., Ltd.---the joint venture invested by Shanghai SVA Group and Japanese NEC Corporation; and
• ■advising the bank syndicate with ICBC Shanghai Branch as the arranger in relation to providing US$ 180 million equivalent term loan financing for the Pure Terephthalic Acid (PTA) project sponsored by Far East Group, a leading conglomerate company in Taiwan area.

Honors and Awards

• Mr. Miao has been selected by the All China Lawyers Association as a "Leading Foreign-Oriented Lawyer", named by the Legal 500 (2014/2015) and Legal Band (2017/2019) as a leading lawyer of China in the banking and finance area, and also recognized by China Law and Practice (2014) as a leading lawyer in the areas of M&A and banking and finance. He was also listed in "The A-List 2018: China’s Elite Lawyers" by China Business Law Journal In 2018.

Publications

• Mr. Miao is the author of various academic papers on financial law, company law, and international law, and also the co-editor or co-author of the Research on International Financial Law and Practice (published by Shanghai University of Finance & Economics Press, 2000), the Practical Guide for Foreign Exchange Regulations on Capital Account Transactions (edited by Capital Account Department of SAFE and published by Economic Science Publishing House, 2001), the Impact of China’s Accession to WTO on its Financial Regime (published by Jilin People’s Publishing House, 2001), and the Judicial Mechanism of WTO (published by Shanghai People’s Publishing House, 2004).
• Over the recent years, he also published articles on legal practice topics on the magazines such as China Law and Practice and www.caixin.com, and made public speeches on China’s foreign exchange regime and financial regulatory system and legal and practical issues associated with cross-border M&A transactions on “ALB In-house Counsel Summit” held by Asian Legal Business.

Education

• East China University of Political Science and Law, International Economic Law, LL.B. (1996)
• East China University of Political Science and Law, International Economic Law, LL.M. (1999)

Bar Admissions

• China

Memberships

• Member of All China Lawyers Association
• Member of the international division of the Law Society of England and Wales

Transactions and Cases

• AllBright Advises Real Estate Project on Syndicated Loan
• AllBright Advises on Natural Gas Pipeline Syndicated Loan
• AllBright Advises on Chongming Natural Gas Pipeline Syndicated Loan