1.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. Cross-border M&A and overseas investment represent some of the most legally complex and risk-intensive business activities, requiring careful navigation of multiple regulatory regimes, cultural differences, and transaction dynamics.

Pingqian Law Firm‘s Overseas Investment & M&A team is led by lawyers with deep expertise in cross-border M&A, international trade, and corporate governance — including our founding partner He Yuyuan, who possesses over 20 years of corporate legal experience and specializes in investment and M&A transactions. 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” — helping Chinese enterprises achieve both transactional completion and value realization.

2.Typical Scenarios

◆ Overseas M&A (Asset or Equity Acquisitions)

Acquiring overseas enterprise assets or equity — including cross-border share swaps, asset acquisitions, going-private transactions, and integration with VIE structures. We represent both strategic buyers and financial investors across manufacturing, technology, energy, and consumer sectors.

◆ Establishing Overseas Subsidiaries or Operations Centers

Setting up factories, R&D centers, or regional headquarters overseas — requiring full-process ODI filing, company registration, tax structuring, and labor compliance from day one.

◆ Overseas Financing & Listing Structure Design

VIE structure construction, red-chip structure design, SPAC listing preparation, and legal restructuring for overseas capital market access.

◆ Cross-Border Joint Ventures & Strategic Alliances

Establishing JV companies with overseas partners — involving core negotiation points such as equity ratios, IP ownership, board composition, management control, and exit mechanisms.

3.Service Offerings

◆ Pre-Investment Legal Environment Survey

Investigating the destination country‘s foreign investment access policies, industry restrictions (negative lists), land policies, foreign exchange management, and local corporate law requirements — delivering a comprehensive “Destination Country Legal Environment Report” to inform go/no-go decisions.

◆ Investment Structure Design

Designing optimal transaction paths (direct shareholding, intermediate holding companies in Hong Kong/Singapore/Luxembourg, SPVs, etc.) based on investment objectives, tax optimization, risk isolation, and future exit strategies — with a comparative analysis of legal risks and tax efficiency for each option.

◆ Legal Due Diligence

Comprehensive legal due diligence on target companies or project assets covering: equity structure and ownership chain, intellectual property rights, material contracts and obligations, labor and employment compliance, environmental permits and liabilities, litigation and regulatory risks — delivering a “Legal Due Diligence Report” with risk ratings and remediation recommendations.

◆ Transaction Document Drafting & Negotiation

Drafting and reviewing core transaction documents including Share Purchase Agreements (SPAs), Asset Purchase Agreements, Shareholders‘ Agreements, Capital Increase Agreements, Joint Venture Contracts, and ancillary closing documents — with full participation in commercial negotiations.

◆ Government Approvals & Regulatory Filings

Agency handling of ODI filing/approval (NDRC, MOFCOM, SAFE), antitrust review (merger control filing under PRC Anti-Monopoly Law), and destination country foreign investment reviews (e.g., CFIUS in the US, national security reviews in Europe).

◆ Closing & Post-Closing Legal Support

Reviewing closing conditions, designing closing paths (escrow arrangements, simultaneous signing and closing, etc.), completing closing document execution — ensuring smooth transfer of funds and assets via agreed pathways. Post-closing services include integration support, compliance tracking, and exit strategy design.

4.Common Risks & Prevention

◆ Legal & Policy Change Risk

Destination countries may modify foreign investment policies mid-process, impose new restrictions, or retroactively apply regulations — causing compliance challenges for already-approved or in-process projects. Prevention: Conduct thorough regulatory mapping before commitment; build conditional closing provisions; maintain ongoing monitoring of policy developments through local counsel.

◆ Counterparty Credit & Hidden Liability Risk

Target companies may have undisclosed debts, pending litigation, off-balance-sheet guarantees, or environmental liabilities — insufficient due diligence may result in assuming massive liabilities after closing. Prevention: Comprehensive legal, financial, and tax due diligence; robust representations, warranties, and indemnities in transaction documents; escrow holdback mechanisms for post-closing claims.

◆ Foreign Investment Review & National Security Scrutiny

Many developed jurisdictions (US, UK, EU, Australia) impose strict foreign investment review regimes that can block or impose burdensome conditions on acquisitions by Chinese buyers. Prevention: Early engagement with antitrust and foreign investment counsel; pre-filing consultations with review authorities; designing mitigation measures (e.g., minority stake structures, governance carve-outs).

◆ Foreign Exchange Control & Repatriation Risk

Some countries impose strict restrictions on profit repatriation, dividend distribution, and foreign exchange remittance — potentially affecting actual recovery of investment returns and exit proceeds. Prevention: Structuring investments through jurisdictions with favorable tax treaties; ensuring compliance with local exchange control regulations from inception.

◆ Post-Acquisition Integration & Cultural Risk

The transaction does not end at signing — IP protection, operational management, labor relations, talent retention, and corporate governance post-closing can determine whether the investment achieves its strategic objectives. Prevention: Integration planning at the due diligence stage; local HR and compliance support post-closing; clear governance frameworks and reporting lines.

◆ Tax Inefficiency & Double Taxation

Poorly structured cross-border transactions can trigger double taxation, withholding tax leakage, and permanent establishment risks. Prevention: Engagement of tax advisors alongside legal counsel at the structuring stage; utilizing bilateral tax treaties and tax-efficient holding company jurisdictions (e.g., Singapore, Hong Kong, Netherlands).

5.Related Services

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

▪ Cross-Border Dispute Resolution → /services/international-arbitration-litigation/

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

▪ Cross-Border Evidence Authentication & Legalization → /services/cross-border-evidence-authentication/

▪ Country-Specific Investment Guides (Vietnam, Singapore, US, EU, etc.) → /guides/country-investment/

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