ENG

  • Gongwang HAN

    Equity Partner / Beijing

  • Tel +86-10-5957-2288

    Email hangongwang@zhonglun.com

  • Practices

    Chinese Mainland Capital Markets, Hong Kong & Overseas Capital Markets, Private Equity & Investment Funds

  • Industries

    Telecommunications & Internet, Information & Intelligence Technology, Media-Sports & Entertainment

CV

Gongwang HAN

Mr. Gongwang Han is a partner in the Capital Markets Department of Zhong Lun Law Firm, bringing over 15 years of experience in capital markets, private equity investment, and mergers and acquisitions. Throughout his career, he has managed or participated in dozens of A-share, H-share, and small red chip listings, as well as major asset reorganizations of listed companies and private placements.

Representative Matters

Initial Public Offering and Listing and Corporate Finance Projects

  • Acted as counsel for Ziel Home Furnishings in its initial public offering of A shares and listing on the Shenzhen Stock Exchange ChiNext market

  • Provided legal services to Cabio (688089.SH) for its initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market

  • Provided legal services to Changbai Mountain (603099.SH) for its restructuring, reorganization, initial public offering of A shares, and listing on the main board of Shanghai Stock Exchange

  • Provided legal services to NSFOCUS (300369.SZ) for adjusting its red chip structuring in preparation for returning to domestic listing, restructuring, ownership reform, initial public offering of A shares and listing on the Shenzhen Stock Exchange ChiNext market, non-public offering of A shares for the purpose of refinancing, stock options, and restricted stock share incentives

  • Provided legal services to Xiaokang (601127.SH) for its corporate restructuring, reorganization, and initial public offering of A shares on the main board of Shanghai Stock Exchange, convertible bond issuance, short-term financing note financing, medium-term note financing, PPN financing, and restricted stock incentives

  • Provided legal services to China Railway Construction (601186.SH; 1186.HK) for its restructuring, ownership reform, initial public offering of A shares and listing on the main board of Shanghai Stock Exchange, and listing on The Stock Exchange of Hong Kong Limited

  • Acted as joint sponsors'PRC counsel in connection with the listing of Minsheng Bank (600016.SH; 1988.HK) on The Stock Exchange of Hong Kong Limited

  • Acted as joint sponsors'PRC counsel in connection with the listing of Yingke (3700.HK) on The Stock Exchange of Hong Kong Limited

  • Acted as PRC  counsel in connection with the listing of interests held by Wuhan Iron & Steel Group's wholly-owned overseas subsidiary in African iron ore mines on The Stock Exchange of Hong Kong Limited

  • Acted as counsel for EA Machinery (831282.NQ) in its ownership reform and listing on the NEEQ

  • Acted as counsel for Sunshine 100 China (2608.HK) in its 2019 offshore offering of senior unsecured notes

  • Acted as counsel for Chipone in its proposed initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market

  • Acting as counsel for a medical device AI company in its initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market and also its listing on The Stock Exchange of Hong Kong Limited (in progress)

  • Acting as counsel for an in vitro diagnostic medical devices company in its initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market (in progress)

  • Acting as counsel for a well-known dental chain company in its initial public offering of A shares and listing on the Shenzhen Stock Exchange ChiNext market (in progress)

  • Acting as counsel for a Hong Kong listed company in the smart metering industry in its spin-off (PN-15), restructuring, ownership reform, and initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market (in progress)

  • Acting as counsel for a well-known PC-based online game development and operation company in its restructuring, ownership reform, and initial public offering of A shares and listing on the Shenzhen Stock Exchange ChiNext market (in progress)

  • Acting as counsel for a well-known integrated marketing group in its restructuring, ownership reform, and initial public offering of A shares and listing on the SME Board of Shenzhen Stock Exchange (in progress)

  • Acted as counsel for a film & TV production company group company in its restructuring, ownership reform, and initial public offering of A shares and listing on the domestic stock exchange

  • Acted as counsel for an advertising enterprise in its restructuring, ownership reform, and initial public offering of A shares and listing on a domestic stock exchange

  • Acted as PRC counsel to a chemical company in its listing on The Stock Exchange of Hong Kong Limited

  • Acted as the joint sponsors'PRC counsel in a shipbuilding company's restructuring, ownership reform, and listing on The Stock Exchange of Hong Kong Limited

  • Acting as the sponsor's counsel in a corn deep processing enterprise's initial public offering of A shares and listing on the main board of Shanghai Stock Exchange (in progress)

  • Acting as the sponsor's counsel in a laser cutter company's initial public offering of A shares and listing on the Shanghai Stock Exchange STAR Market (in progress)


Red Chip Structuring and Offshore Financing Projects

  • Advise d Minmetals Capital on setting up a small red chip structure with direct shareholding

  • Advised Hopu Ark on structuring a direct shareholding small red chip structure

  • Advised Gangtong Logistics on structuring a small red chip structure and its sale to GLP Property Fund

  • Advised Heilongjiang Jintian Group Pharmaceutical Management Company Limited on the restructuring of a small red chip structure (direct shareholding)

  • Advised on the restructuring of a small red chip structure (direct shareholding, real estate enterprise) for Chuan’nan Grand Market

  • Represented a fund in a red chip restructuring and acquisition of Shanghai Hi-Tech Bioengineering Co., Ltd.

  • Advised a Sinochem-affiliated food and feed additives company on its Hong Kong major red chip listing (direct shareholding + Slow Walk)

  • Advised Gamebar on structuring a small red chip structure (VIE)

  • Advised E Home Insurance Network on the small red chip restructuring and financing from broadband capital investment (VIE)

  • Advised PlayCafe on the restructuring of the red chip structure and financing from Lenovo Investment and Coolpad (VIE)

  • Advised MDC Telecom on dismantle its VIE structure, adjusting its red chip structure, and sourcing financing from domestic private equity investors

  • Advised NSFOCUS on adjusting its red chip structure, restructuring, ownership reform, and initial public offering of A shares and listing on the Shenzhen Stock Exchange ChiNext market

  • Advised Cheyipai on dismantling its VIE structure, adjusting its red chip structure to give way to domestic direct shareholding structure, and receiving financing from domestic investors

  • Advised Yidian Info on dismantling its VIE structure and domestic and foreign restructuring

  • Advised TBOW on its privatization and delisting from the US, dismantling its direct shareholding VIE structure, and A-share listing 

  • Advised Gamebar on dismantling its VIE structure and shareholding restructuring

  • Advised Scinor Water on dismantling its direct shareholding red chip structure and sale to Top Resource, an A-share listed company

  • Advised an apparel sales chain on delisting from OTCBB and dismantling its small red chip structure

  • Advised Heilongjiang Jintian Group Pharmaceutical Management Company Limited on  dismantling its VIE structure


Major Asset Restructuring and Tender Offer Projects for Listed Companies

  • Advised Inner Mongolia Mengniu on its acquisition of controlling stake in Milkground Food (600882.SH) (transaction amount: CNY 4 billion)

  • Advised Qingdao Haoji on its acquisition of shares held by the largest shareholder of an A-share GEM listed company

  • Advised Changjiu Group on the transfer of its controlling stake in Changjiu Biochemistry (600228.SH, now known as "Fanli Tech")

  • Advised Dongfang Guoxin (300166.SZ) on its acquisition of Beike Yili and Kereiming Company by issuing shares for the purchase of assets (transaction amount: CNY 210 million)

  • Advised Ourpalm (300315.SZ) on its acquisition of Shanghai Upstream Technology Company and Play Crab Technology Company by issuing shares to purchase assets (transaction amount: CNY 2.553 billion)

  • Advised Tuowei Information (002261.SZ) on the acquisition of Melting Games by issuing shares to purchase assets (transaction amount: CNY 810 million)

  • Advised NSFOCUS (300369.SZ) on its acquisition of ESAFENET by issuing shares to purchase assets (transaction amount: CNY 498 million)

  • Advised Fonterra Group on its strategic investment in the A-share listed company Beingmate (002570.SZ) by way of tender offer (transaction amount: CNY 3.68 billion)

  • Advised TBOW International (TBOW.O) on its privatization and subsequent delisting from a stock exchange in the US, dismantling its red chip structure, and A-share backdoor listing

  • Advised Xiaokang Holdings on its partial offer to acquire 12.33% equity in ST Jinggu (600265.SH) (transaction amount: CNY 600 million)

  • Advised Kingkey Group on its acquisition of Kondarl (000048.SZ)

  • Advised Scinor Water on its major asset reorganization transaction for the return and sale of Scinor Water to the A-share listed company Top Resource (300332.SZ) (transaction amount: CNY 880 million)


Strategic Acquisitions and Mergers Projects

  • Advised  Mengniu Dairy on its acquisition of the entire business and assets of a leading herbal tea brand in China

  • Advised Mengniu Dairy on its acquisition of 5% of shares in Milkground Food (600882.SH) and the shareholding in and strategic cooperation with the latter's subsidiary

  • Provided legal services to 58 Group for its acquisition of equity interest in 58 Auto, an NEEQ listed company

  • Provided legal services to Jierui Education for its acquisition of K12 training schools from a training school chain in Hubei

  • Advised PICC Investment Holdings Limited on the sale of assets of Huawen

  • Represented Standard Water Limited in the sale of all domestic water plant assets to an H-share listed company

  • Represented Jun Yang Solar Power Investment Limited (a Hong Kong listed company) in its strategic investment in Beijing Sanjili Energy Co., Ltd.

  • Advised a large state-owned satellite communications group on its financing from a strategic investor

  • Advised Mitsui & Co. on its acquisition of a domestic group catering company

  • Provided legal services to China Insurance Guarantee Fund for its acquisition of a domestic insurance company and restructuring

  • Advised PICC on the restructuring of its insurance brokerage business

  • Advised ICBC on its strategic acquisition of a domestic trust company

  • Represented China National Offshore Oil Corporation in its strategic investment in China United Coal bed Methane Co., Ltd.

  • Represented China Life Insurance (Group) Company in its investment in Yunnan Metallurgical Group Co., Ltd.

  • Represented China Tea Company in its acquisition of an NEEQ listed tea e-commerce company

  • Represented Dongfang Guoxin (300166.SZ) in its investment in Beijing Qianhe Yiyanjiayuan Senior Care Service Co., Ltd., Haixinhuaxia (430706), and MobiVans

  • Represented NSFOCUS (300369.SZ) in its investment in Kingsoft, Project Huadian Zhongxin, and Project Jiuzhou


Private Equity Fund Formation and Investment and Financing Projects

  • Represented Hong Shi Jing Yuan in completing the registration of the management institution and the establishment and filing of the Xingbo Fund, Ningbo Yisan Fund, and Chongqing Yisan Fund

  • Represented Xingbo Capital in its investment in Jiangxiaobai

  • Represented Yisan Fund in its investment in a number of projects, including Bama Tea, Moody, Yellow Piglet, Mashangdouyou, Shanghai Jiacheng, Meixianshuo, Ormilk, Goobras, Cabana, Shanghai Zenuo (TK), Shanghai Jiashi, Senlin, Mars Supply, Instant Microwave, Youside Technology, Easy Meal Restaurant Management, Yuanyue Technology, FLOW, White Peach said technology, Liran cosmetics, Zhuoyue Zhisheng, Jin Yi network (T11), Luyouyou, Paishandaohai, Lingdianlingyi, Shugele, Epu, Yiguoquan, Xinghe, and Meiyugao

  • Represented Everbright Holdings Capital in the formation of Everbright Smart Fund No. 3

  • Represented Everbright Holdings Capital in its investment in Terminus (Series D)

  • Represented Everbright Holdings Capital in the restructuring of its investment in Wish, iQIYI, I am Plus, Sensetime, TMP, XinMeida, Yixia Technology, and Missfresh

  • Represented Harvest Capital in its Series A investment in a satellite launch company and a pharmaceutical company

  • Represented Everbright Art Capital and Everbright Holdings Zongying in the completion of Series A and Series A+ investment in Yingmei Media

  • Represented Shanghai Renascence Insurtech in Series A, Series A+, Series B, Series B+, and Series C financing (Matrix Partners, Chen Shan, Gopher, Yuan Yi Capital, and China Merchants Capital)

  • Represented Shanghai Renascence Insurtech in its investment in Aiyizhou

  • Represented Jiangxiaobai in its Series C financing (China Renaissance Fund, Baillie Gifford, Loyal Valley Capital, CMB International Capital, Kunyan Capital, and Wen's International)

  • Represented IDLINK in its Series Pre-A financing

  • Represented Bansan Culture in its angel round financing (Sunac Culture Fund)

  • Represented Jierui Education in its Series A financing (Zhen Fund)

  • Represented IDG in its Series A investment in Ziel

  • Represented Ziel in its Series B, Series C, and pre-IPO financing

  • Represented Beyonds Technology in its investment in DseeLab

  • Represented several funds under Beijing State-owned Cultural Assets Supervision and Administration Office to complete fund formation, manage institution registration, and fund product filing

  • Represented Beijing Yinghe Youshi Technology Co., Ltd. in multiple rounds of RMB financing

  • Represented an investor in its Series A investment in Hope Noah Health Management (Beijing) Co., Ltd.

  • Represented Hope Noah Health Management (Beijing) Co., Ltd. in its Series A+ financing

  • Represented Beijing Jingguofa Equity Investment Fund in its investment in AVIC Composite Materials

  • Represented China Life Investment Holdings Limited in its strategic investment in a large metallurgical group

  • Represented China Cultural Industry Investment Fund in its investments in Modern Sky, Herun Media, and TaoMeng.com

  • Represented Blackstone in its investment in a special equipment manufacturer 

  • Represented Hony Capital in its investment in a glass fiber manufacturer 

  • Represented an M&A fund in the restructuring and acquisition of Shanghai Hi-Tech Bioengineering Co., Ltd.

  • Represented China Growth Capital in its investment in Beijing Renju Huitong Information Technology Co., Ltd.

  • Represented MDC Telecom in its return to the domestic market as a red chip enterprise and financing from domestic private equity investors

  • Represented Wanka in its red chip restructuring and financing from Lenovo Investment and Coolpad

  • Represented China Broadband Industry Fund in its investment in a B2C insurance product sales platform company

  • Represented Haitong Jihe Equity Fund in its investment in a special pipe manufacturer, a tea manufacturer, and a water-saving pipe manufacturer

  • Represented Juhua Fund in investing in a clothing chain sales company and restructuring a small red chip structure (mezzanine investment)

  • Represented Win Digital Capital in its investment in Magnificent Culture, an entertainment ecology company founded bya famous Chinese female singer and her manager, Banana Gaming, Weying, Hot Body, and Feibao Media and completed the exit of the above projects

  • Represented a cultural fund in its investment in a new agency company that integrates directing, acting, production, and marketing

  • Represented a domestic investment institution in funding a film adaptation of a famous Taiwanese playwright's play script

  • Represented Linekong Interactive in the establishment of Lagoon Pictures and financing from investors


Other Notable Projects

  • Provided legal services for the formation of Asian Bond Fund Phase II (ABF2) by the Bank for International Settlements

  • Provided legal services to a Japanese securities company for its cooperation with a Chinese brokerage firm in brokerage and financial instruments business

  • Provided legal services for the offshore issuance of senior unsecured notes by Sunshine 100 

  • Provided  legal counsel services to Cabio, China United, Orient Guoxin, Longji Machinery, NSFOCUS, Xiaokang, Changjiu Biochemistry, Fangda Special Steel,  Little Sugar Man Culture, Xi Xi Film and Television, Banshan Film and Television, Hubei China Tobacco, Shanghai Yegu, Qiming Hengye, Medpoint, Renascence Insurtech, CDB Capital, Fengying Capital, Dagong Credit, Gongxiang Future, etc. on a retainer basis

Memberships & Affiliations

Member, the 12th Committee of Beijing Youth Federation

Member, the 10th Committee of Beijing Chaoyang District Youth Federation

Related

  • Bar Admissions/Professional Qualifications

    PRC Bar
    Qualified Fund Practitioner

  • Education

    LL.B., Jilin University

  • Professional Experience

    Partner, Zhong Lun Law Firm
    Counselor, King & Wood Mallesons

  • Languages

    Chinese
    English