ENG

  • Yacheng ZHOU

    Counsel / Beijing

  • Tel +86-10-5957-2288

    Email zhouyacheng@zhonglun.com

  • Practices

    Investment/M&A & Corporate Governance, Bankruptcy, Insolvency & Reorganization, Corporate & Commercial Crime

  • Industries

    Energy & Power, Mining & Natural Resources

CV

Yacheng ZHOU

Following his admission to the bar in 1992, Mr. Yacheng Zhou has provided legal services to many enterprises and institutions, including large national enterprise groups, domestic and foreign listed companies, commercial banks, trust companies, high-net-wealth individuals, family business, large investment funds, carbon funds, foreign-invested enterprises, foreign companies, etc. (including several Fortune 500 enterprises). Notable clients of his include China Guodian Corporation, China Huadian Corporation, Sinopec, China National Offshore Oil Corp., National Center for Climate Change Strategy and International Cooperation (NCSC), Shougang Group, China Construction Bank, Bank of Communications, Standard Chartered, China Life Investment Holding Company Limited, China Cinda, China Jinggu Trust, China Credit Trust, Jiangsu Yueda Group, Shanxi Jincheng Anthracite Mining Group (JMG), Jinhui Energy Group, Sojitz, Marubeni, etc.

Mr. Zhou is a legal expert in natural resources and environment as well as finance and taxation. His practice focuses on non-litigation and litigation affairs of carbon asset management, trading and investment, environmental due diligence, environmental compliance and risk assessment, M&A/corporate reorganization (especially in the sectors of natural resources, energy conservation and environmental protection, chemical industry, etc.), tax planning, wealth planning, etc., delivering end-to-end services.

In ad dition to his legal practice, Mr. Zhou has made significant contributions to legislative efforts. He has been invited to participate in amending Atmospheric Pollution Prevention and Control Law, offer legislation proposals on the disclosure of environmental information by listed companies in the amendment of Security Law, and make legislation proposals on the environmental responsibilities of lending banks in the amendment of Law of Commercial Bank.

Mr. Zhou's expertise in environmental and resource law has led to prestigious speaking engagements. He was invited by NDRC, the Office of the National Coordination Committee on Climate Change, Development Research Center of the State Council, China Council for the Promotion of International Trade, and other institutions to give keynote speeches and reports on relevant issues regarding legal risk management in relevant nationwide professional conferences and training programs.

Also prominent is Mr. Zhou's study of marine oil pollution. His research in this pressing issue has been going on for several years and extends to litigations involving claims for compensations in a number of marine oil pollution cases with relevant non-profit organizations and enterprises.

Representative Matters

Merger & Acquisition, Corporate Reorganization (for more than 100 mining companies)

Advised on, among others:

  • The coal resources integration in Shanxi Province

  • The merger, acquisition, and reorganization of dozens of coal mine companies worth several billions of RMB of a large state-owned coal mine group in Shanxi Province 

  • An acquisition of billions of tons coal mines in Inner Mongolia Autonomous Region by a large state-owned coal mine group in Shanxi Province of China

  • A transport energy utilization joint venture between Shanxi Blue Flame Coal-bed Methane Group and a transport investment company

  • A capital increase project of a coal mine company, which is a subsidiary of a large state-owned coal mine group in Shanxi Province

  • An equity reorganization project of a coal mine company, which is a subsidiary of a large state-owned coal mine group in Shanxi Province

  • A deregistration project of a coal mine company, which is a subsidiary of a large state-owned coal mine group in Shanxi Province

  • An equity transfer project between CHD and a large Shaanxi coal mine company

  • Shaanxi Yitai's investment in Gansu Dunhuang Hefa Gold Mine Company

  • A more than CNY 100 million equity trusteeship project between Jiangsu Yueda Investment and Liulin Tongde Coking Coal

  • An acquisition of Shanxi Xingtang Coal Mine Company by Shengtai Energy Investment

  • A coal mine restructuring project between a large state-owned coal mine group in Shanxi Province and Lanhua Group

  • An acquisition of a coal mine machinery equipment company by a large state-owned coal mine group in Shanxi Province

  • An equity reorganization and liquidation of a subsidiary of Jindong Energy

  • An equity transfer of an iron ore company by a subsidiary of Shougang Group

  • An equity transfer of a real estate company by a subsidiary of Shengli Oilfield

  • An investment project in Shanxi Zhenfu Energy Group

  • An investment project in Shanxi Sanxing Coking Co., Ltd.

  • An investment project in Shanxi Zixin Mining Group

  • An investment project in Liulin County Zhenfu Coking Co., Ltd.


Merger & Acquisition, Corporate Reorganization (for dozens of coal chemical companies and other sectors)

Advised on, among others:

  • An acquisition of dozens of coal chemical companies by a large state-owned coal mine group in Shanxi Province

  • Establishment of a coal chemical company by a large state-owned coal mine group in Shanxi Province

  • A reorganization project of the coal-bed methane liquefaction business by a large state-owned coal mine group in Shanxi Province

  • An MTG technology import project between a large state-owned coal mine group in Shanxi Province and Exxon Mobil

  • A resource and asset reorganization project of a large Inner Mongolia coal chemical company

  • An equity reorganization project of Shandong Lianmeng Chemical Group

  • An equity reorganization project of Jinshi Chemical

  • Jiangsu Hengxin's investment in Haiying Thermal Power

  • An automobile company's investment in a new energy vehicle power battery company

  • A restructuring project of Shandong Mingshui Ophthalmic Hospital

  • A medical and elderly care integration project of a hospital

  • A reorganization project of Jiangsu Dongda Hospital

  • An acquisition of a pharmaceutical company in Beijing by Jiangsu Yueda Group

  • Several asset reorganization projects of Yueda Investment


Natural Resources & Environment (in the number of dozens)

  • Served as the legal counsel for the National Center for Climate Change Strategy and International Cooperation (with respect to the National Register System for Carbon Emission Trading and other relevant services)

  • Served as the legal counsel for China Beijing Environment Exchange (CBEEX)

  • Conducted environmental due diligence for the acquisition of a large petrochemical company in China by a well-known foreign oil company

  • Conducted due diligence on Fujian Eternal Energy Management Co., Ltd.

  • Conducted due diligence on Beijing Guodian Solar Clean Energy Technology Co., Ltd.

  • Drafted, reviewed, and revised EPC contracts for several EPC companies

  • Provided legal services for Yongheng Energy's cooperation with a large Beijing state-owned company on the boiler technology innovation and upgrade in Beijing-Tianjin-Hebei region

  • Reviewed contracts for Yongheng Energy's cooperation with an Inner Mongolia railway investment center on energy saving and emission reduction

  • Provided legal services for JMG's joint venture with a famous transnational energy management company on the establishment of a company focusing on energy efficiency services and digital mining

  • Provided legal services for a large state-owned asset management company on a debt-to-equity conversion project

  • Advised a large state-owned asset management company on a mining boundary issue

  • Advised a large Japanese company on its natural gas distributed energy project in China

  • Advised a global software company on its environmental compliance issue

  • Advised an asset management company on carbon asset management and carbon market investment

  • Provided legal advice for CLP Holdings Limited's carbon emission transaction in a wind power CDM project

  • Provided legal services for China Guodian Corporation's several carbon emission transactions in several hydropower CDM projects

  • Provided legal services on several carbon emission transactions in Jincheng Sihe / Chengzhuang / Beishidian Coal Mine CMM Generation CDM Projects

  • Provided legal services to a subsidiary of CNOOC for its carbon emission transaction in Hengmen NG-fired Power Generation CDM Project

  • Provided legal services on several carbon emission transactions in Shanxi Coking Coal Group's several Coal Mine Methane Power Generation CDM Projects

  • Provided legal services for Inner Mongolia Sanshenggong's carbon emission transaction in a Hydropower CDM Project

  • Provided legal services for a carbon emission transaction in Gansu Jinkouba Hydropower CDM Project

  • Provided legal services for Jinshi Chemical Fertilizer's carbon emission transaction in a N2O abatement CDM project

  • Provided legal services for a carbon emission transaction in Kaifeng Jinkai N2O Abatement CDM Project

  • Provided legal services for Beijing United Carbon Environmental Investment Co., Ltd.'s several carbon emission transactions in several landfill gas power generation CDM projects

  • Provided legal services for a carbon emission transaction in Qingdao Xiaojianxi Landfill Gas Utilization CDM Project

  • Provided legal services for a carbon emission transaction in Wuhan Jiangbei West (Xingou) Municipal Solid Waste (MSW) Power Generation CDM Project

  • Provided legal services for a carbon emission transaction in Southern District Heating Network in Urumqi City CDM Project

  • Provided legal services for a carbon emission transaction in Yunnan Qujing Shuangyou Iron & Steel Plant BF-gas Power CDM Project

  • Provided legal services for a carbon emission transaction in Shandong Dongyue HFC-23 Decomposition CDM Project


Corporate

  • Acted as retainer-based legal counsel to China Shenhua

  • Acted as retainer-based permanent legal counsel to Huarong Yufu Capital

  • Listed in Beijing Branch of Bank of Communication's lawyer database for providing legal services in credit litigation, investment banking, etc.

  • Acted as retainer-based permanent legal counsel to a wind engineering subsidiary of Guodian Group

  • Acted as retainer-based legal counsel to a subsidiary of Shougang Group

  • Acted as retainer-based legal counsel to Longde Mining Company of Huadian Group

  • Acted as retainer-based legal counsel to China National Aviation Fuel Finance Co., Ltd.

  • Acted as retainer-based legal counsel to Shanxi Shengtai Energy Investment Co., Ltd. (coal mine)

  • Acted as retainer-based legal counsel to Shanxi Xingtang Coal Mine Co., Ltd.

  • Acted as retainer-based legal counsel to a new energy investment center in Beijing

  • Acted as retainer-based legal counsel to Jinan Mingshui Ophthalmic Hospital

  • Acted as retainer-based legal counsel to Shanxi Tuolong Trading Co., Ltd.

  • Provided legal services for a large state-owned coal mine group's short-term financing bond projects in 2006 and 2007

  • Provided legal services for a subsidiary of a large state-owned coal mine group's financing lease project with Minsheng Financial Leasing Co., Ltd.

  • Provided legal services for Standard Chartered's coal-bed methane financing project

  • Provided legal services for an Anhui-based chemical company's relocation project

  • Provided legal services for a Shanghai chemical company's relocation project

  • Provided legal services for several joint venture projects of Carrefour supermarkets and shopping malls in Nanjing, Suzhou, Wuxi, etc.

  • Provided legal services for a joint venture project of Triumph International Women's Fashion

  • Provided legal services for a cooperation project of Dongfeng Yueda KIA Motors

  • Provided legal services for Shanghai Biological Sciences Institute of CAS's biopharmaceuticals cooperation project in Shanghai Zhangjiang Hi-Tech Park


Taxation & Wealth Planning

  • Provided legal services to private banking clients of China Construction Bank (headquarters and all branches) and served as the principal team coordinator

  • Provided legal services to private banking clients of Beijing Branch of Banks of Communications

  • Provided legal consulting to a private banking client who immigrated into Canada for the client’s wealth planning and inheritance regarding his real estate and financial asset located in China

  • Provided tax consulting and tax planning legal services to many high-net-wealth individuals concerning their companies and families

  • Provided tax consulting and tax planning legal services for a client who was going to immigrate into the US as to his real estate and financial asset located in China

  • Provided a client who immigrated into Canada with legal consulting regarding tax and immigration policies

  • Provided a high-net-wealth individual with legal consulting regarding premarital wealth protection and post-marital wealth separation

  • Provided legal consulting and tax planning regarding inheritance to a high-net-wealth individual 

  • Provided legal consulting to a high-net-wealth individual for pre-IPO shareholding structure design and trust arrangement

  • Provided tax consulting to a high-net-wealth individual who was going to immigrated into the US

  • Provided legal consulting to a high-net-wealth individual for family wealth inheritance and tax planning on family businesses

  • Provided legal consulting to a high-net-wealth individual for inheritance of real estate

  • Provided legal consulting to a high-net-wealth individual for immigration to Hong Kong

  • Provided legal consulting to a high-net-wealth individual for premarital wealth planning

  • Provided legal consulting to several high-net-wealth individuals for wealth protection during divorce

  • Provided legal consulting to a high-net-wealth individual for separation of property during divorce litigation

  • Provided legal consulting to a high-net-wealth individual regarding FATCA

  • Provided legal consulting to a high-net-wealth individual for human resources and labor relationship management concerning his business

  • Provided legal consulting to several high-net-wealth individuals for purchase disputes of real estate

  • Provided legal consulting to a high-net-wealth individual for family wealth inheritance

  • Provided legal consulting to a high-net-wealth individual for patent protection concerning his business

  • Provided legal consulting to a high-net-wealth individual who was going to immigrate into US on personal and corporate tax planning

  • Provided legal consulting for several high-net-wealth individuals on personal and corporate legal risk identification, assessment, and customized solution

  • Advised on an equity transfer and increase in registered capital project of Huadian Group Longde Mining Company (involving tax planning and accounting issues)

  • Advised a large state-controlled chemical company on an equity reorganization project (involving tax planning and accounting issues)

  • Advised a large state-controlled company on an equity reorganization and relocation project (involving tax planning and accounting issues)

  • Provided tax planning legal services to a sports & leisure company for an equity transfer project

  • Advised a foreign citizen on Chinese tax law

  • Provided tax consulting to a foreign-invested electronic security company in Dalian of China

  • Provided tax consulting to a large Japanese company and a number of other enterprises, as well as consulting on many tax disputes 


Litigation & Arbitration

  • Represented a subsidiary of Shougang Group in an equity transfer dispute with a huge amount against a large iron and steel company in Liaoning province before Liaoning High People's Court, achieving a favorable result for the client

  • Represented an energy group in Shanxi province in a CIETAC arbitration with a huge amount arising from equity transfer and mining right against a mining subsidiary of an energy group in Hebei province

  • Represented a subsidiary of Shengli Oilfield in a dispute arising from joint development of oil resource against an oil production subsidiary of Yanchang Petroleum Group

  • Represented an energy company in Xinjiang Autonomous Region in an equity transfer dispute against an individual relating to a mining company before the Supreme People's Court

  • Represented a coal trading company in Inner Mongolia Autonomous Region in a dispute arising from joint operation contracts against an energy company in Heilongjiang province before the Supreme People's Court

  • Advised an energy company in Shaanxi province on an equity transfer dispute with a huge amount of several hundred million (RMB)

  • Advised a wind power company of a large power group on the petition for a retrial before the Supreme People's Court in an environmental pollution case which had been retried before Liaoning High People's Court

  •  Advised a large energy company in Shanxi province in its potential dispute arising from research, development, and trial-production of new types of environmental-friendly products against a scientific research institution

  • Represented China Jingu Trust or China Credit Trust in dozens of loan contracts disputes, trust disputes, and notarization for compulsory enforcement cases, among others, before Beijing courts at all levels, achieving favorable results

  • Represented a large group company in Shandong province in its non-performing asset disposal and guarantee disputes against a bank, asset management companies, and an overseas investment company, involving an amount of more than CNY 100 million, with services including a thorough study on rules and practice relating to issues such as non-performing asset transfer, foreign-related guarantee, assignment of debts, etc., and provided very useful opinions during the enforcement proceedings before courts at all levels, once again bringing the cases into retrial procedure before the Supreme People's Court and achieving a very satisfying result through settlement at a low amount

  • Represented a subsidiary of China Guodian Group in a loan contract and guarantee dispute against China CITIC Bank with an amount of tens of millions (RMB) and reached settlement

  • Represented a subsidiary of China Guodian Group in a contract dispute against Beijing BITEMC Electronic Co., Ltd.

  • Represented a subsidiary of China Guodian Group in a debt dispute and a contract dispute against a mining company and won the case; also provided legal service in the execution procedure and successfully recovered debt in millions for the client by adding other new entity as entities subject to execution as the defendant had few assets to pay back the debt, with such maneuvering earning acclaim from the client

  • Represented Jiangsu Hengsheng in its several disputes over debt, loan, and guarantee contracts

  • Represented Yancheng Economic & Technological Development Area Administration Committee in a land use rights contract dispute against a real estate development company in Yancheng before the Supreme People's Court, achieving favorable result

  • Represented Shenzhen Jinggong Design & Decoration Engineering Co., Ltd. in a construction contract dispute against a real estate development company in Beijing

  • Represented Weifang Sanjian Construction Group in a construction contract dispute against a commercial bank

  • Represented Shanghai CenturyMart in a lease contract dispute against a real estate development company in Beijing

  • Represented Beijing Urban Construction Exploration & Surveying Design Research Institute in a survey contract dispute arising from a construction project against a real estate development company in Beijing

  • Represented Gansu Jintai Electric Co., Ltd. in a construction contract dispute arising from the Jinkouba Hydropower Station project

  • Represented Shenzhen Shiji Xingyuan Co., Ltd. in a variety of disputes over the control of a company, including the revocation of board resolutions and shareholder meeting resolutions, action for confirmation of void resolution, etc. against Chinese Academy of Engineering, Peking University Science Park Company, Tuspark Company, etc.

  • Represented a hospital in Pizhou in a lease contract dispute

  • Represented Chaolai Xinsheng in an application for the recognition and execution of arbitration award

  • Represented Chaolai Xinsheng in an unjust enrichment dispute

  • Represented Huadian Group Longde Mining in a commercial instrument dispute

  • Represented a subsidiary of China Guodian Group in more than twenty labor disputes before Xicheng Primary People's Court, Beijing, Chaoyang Primary People's Court, Beijing, Second Intermediate People's Court, Beijing, and Third Intermediate People's Court, Beijing


Infrastructure and Real Estate

  • Advised a Jiangsu-based group company on its investment in Jing-Jin Highway project

  • Advised a Jiangsu-based group company on its investment in Cheng-Guan Highway project

  • Advised a Jiangsu-based company on its acquisition of Jing-Hu Highway

  • Advised a Jiangsu-based company on its acquisition of Shaanxi Xi-Tong Highway

  • Advised a Jiangsu-based company and Yueda Hong Kong on the acquisition of the operation right of Xuzhou 3rd Ring Rd

  • Advised a Jiangsu-based listed company on its investment in a BOT project of G204 national road Yanfu section

  • Advised a company on its acquisition of the operation right of Jing-Da Highway project

  • Advised a Shanxi-based company on its investment in the project of high-speed beltway in Qizhou

  • Advised a Shanxi-based company on its acquisition of the operation right of Qi-Fu Highway

  • Advised a Shanxi-based company on its acquisition of shares of Gao-Ling Highway company

  • Advised an insurance company on its investment in more than ten highways

  • Advised on Shanghai Yueda real estate project

  • Advised Jiangsu Yueda Group on a shipbuilding project of two container vessels with forty thousand tons respectively

  • Advised on Huaneng Huaiyin power plant project

  • Acted as legal counsel to a bureau of land and resources

  • Acted as legal counsel to Beijing Municipal Bureau of Construction

  • Acted as legal counsel to Beijing Urban Construction Exploration & Surveying Design Research Institute

  • Acted as legal counsel to Beijing Tianfang Shiji Real Estate Brokerage Co., Ltd.

  • Acted as legal counsel of a real estate development company in Langfang

  • Acted as legal counsel of Beijing Guoxin Xingye International Engineer Consultancy Co., Ltd.

  • Advised Langfang Economic and Technological Development Zone Administrative Committee on its state-owned assets withdrawal project relating to Yonghua Real Estate Development Co., Ltd.

  • Advised Langfang Economic and Technological Development Zone Development & Construction Co., Ltd. on its acquisition of assets from Langfang Dongfang University Town Infrastructure Management Co., Ltd.


Securities & Capital Markets

  • Advised on a red-chip listing of a large chemical group in Shandong province

  • Advised on a private equity investment in a pharmaceutical company in Luzhou city of Sichuan Province

  • Advised on a private equity investment in Beijing Huabei Shengyu Company

  • Advised on a private equity investment in Shandong Wanzhong Technology Company

  • Advised on a private equity investment in Fujian Qinghuayuan Technology Company

  • Advised on a private equity investment in a Yangtze River-based shipping company in Jiangxi province

  • Advised on Dayuan reorganization project

  • Advised Yueda Mining Holdings Limited (listed on Hong Kong Stock Exchange) on securities-related issues

  • Advised Weihai Guangtai Airport Equipment Co., Ltd. on securities-related issues

Honors and Awards

For Individual

Highly recommended as a leading lawyer in Energy & Natural Resources, Chambers Global, 2013-2017

Highly recommended as a leading lawyer in Energy & Natural Resources, Chambers Asia-Pacific, 2013-2017

Highly recommended as a leading lawyer in Environment, Chambers Asia-Pacific, 2013-2017

Ranked as a highly regarded lawyer in Banking, Capital Market, Energy & Infrastructure, and Project Finance, IFLR1000's Financial and Corporate, 2018

Ranked as a leading lawyer, IFLR1000's Finance and Corporate, 2015-2017

Ranked as a leading lawyer, IFLR1000's Energy & Infrastructure Guide, 2014

Ranked as a leading lawyer in Dispute Resolution & Litigation and Taxation, asialaw Profiles, 2018

Memberships & Affiliations

Member, Environment, Resources & Energy Committee, All China Lawyers Association (ACLA)

Member, Expert Team of the Legislative Drafting Working Group for the Act of the People's Republic of China on Addressing Climate Change (only lawyer appointed to the taskforce)

Specially invited expert on Chinese environmental law, Green Finance Reform and Green Transformation research project, China Council for International Cooperation on Environment and Development (CCICED)

Deputy Secretary-General, Director, and head of the financial regulations group, Green Finance Committee, China Society for Finance and Banking

Member, Expert Committee, Green Finance Working Group, People's Bank of China

Member, Enterprise Legal Risk Management Committee, Beijing Lawyers Association

Member, Legal Affairs Committee, Beijing Committee of China National Democratic Construction Association

Core member, Industry Risk Study Research Group, Beijing Lawyers Association

Publications

In charge of two research topics of Green Finance Working Group organized by the People's Bank of China, the research achievement has been included in a book Constructing the Green Finance System of China, China Financial Publishing House, April 1, 2015

"Carbon Emission Reductions Trade: Legal Issues and Risk Control, China Environmental Science Press", January 2011 (containing 600,000 words and being the first professional book in China with respect to the legal issues of Carbon Emission Reductions Transactions)

  • Bar Admissions/Professional Qualifications

    PRC Bar
    Qualification of Economist
    Qualification of Accountant
    Qualification of Corporate Legal Counsel

  • Education

    China University of Political Science and Law

  • Professional Experience

    Counsel and partner, Zhong Lun Law firm
    Partner, Beijing Hua Tang Law Firm

  • Languages

    Chinese
    English