一、 Service Overview

The challenges facing Chinese enterprises in overseas investment go far beyond capital — the destination country's legal environment, foreign investment policies, labor laws, tax systems, and environmental requirements can all be critical factors in a project's success or failure.

The overseas investment legal services team at Pingqian Law Firm is composed of lawyers with cross-border M&A and international trade law backgrounds. With seamless access to local partner firms in 30+ countries, we provide full-process legal services from "investment feasibility analysis" to "transaction closing and delivery."

二、Typical Scenarios

Overseas M&A (Greenfield or Brownfield)

  Acquiring overseas enterprise assets or equity — including cross-border share swaps, asset acquisitions, and VIE structures.

Establishing Overseas Subsidiaries or Operations Centers

  Establishing factories, R&D centers, or regional headquarters overseas — requiring full-process ODI filing, company registration, and labor compliance.

Overseas Financing & Listing Structure Design

  VIE structure construction, red-chip structure design, and legal structure reorganization prior to SPAC listing.

Cross-Border Joint Ventures & Cooperation

  Establishing JV companies with overseas partners — involving core negotiation points such as equity ratios, IP ownership, and board seats.

三、Service Offerings

◆ Pre-Investment Legal Environment Survey

  Investigating destination country's foreign investment access policies, industry restrictions, land policies, and foreign exchange management — delivering a "Destination Country Legal Environment Report."

◆ Legal Due Diligence

  Comprehensive legal due diligence on target companies covering equity structure, IP, tangible assets, contract obligations, labor compliance, environmental compliance, and litigation risks — delivering a "Legal Due Diligence Report."

◆ Transaction Structure Design

  Designing optimal transaction paths (direct shareholding, intermediate holding companies, SPVs, etc.) based on investment objectives, tax optimization, and risk isolation — and assessing legal risks of each option.

◆  Transaction Document Drafting & Negotiation

 Drafting and reviewing core transaction documents including SPAs, shareholders' agreements, capital increase agreements, and JV contracts — with full participation in negotiations.

◆  Government Approvals & Filings

  Agency handling of ODI filing/approval, antitrust review (merger control filing), and destination country foreign investment reviews (e.g., CFIUS) — ensuring legally compliant transaction completion.

◆ Closing Legal Support

  Reviewing closing conditions, designing closing paths, completing closing document signing — ensuring smooth closing of funds and assets via agreed pathways.

五、Common Risks & Prevention

◆ Legal Policy Change Risk

  Destination countries may modify foreign investment policies mid-process, causing compliance challenges for already-approved projects.

◆ Counterparty Credit Risk

    Hidden debts, litigation, or guarantees on counterparties' assets or equity — insufficient due diligence may result in assuming massive debts after closing.

◆ Foreign Exchange Control Risk

  Some countries impose strict restrictions on profit repatriation and foreign exchange remittance, potentially affecting actual recovery of investment returns.

◆ Labor Compliance Risk

  Managing overseas employees involves complex local labor laws — non-compliant dismissal or compensation schemes may trigger large labor arbitrations.

六、 Related Services

▪ ODI Overseas Investment Filing → /services/odi-filing/

▪  Foreign-Related Legal Consultation → /services/foreign-related/

▪  Overseas Employment Legal Compliance → /services/overseas-employment/

▪  Complete Guide to Outbound Legal Risks → /guides/outbound-legal-risks/