[Jia Yan] is a capable leader who offers superb intellect, legal expertise, and communication skills to guide and oversee the entire transactions and dispute resolutions.
—Zhou Biao, Fosun Group

Jia Yan is a partner in Pillsbury’s Corporate practice and co-leader of our China practice.

Jia primarily represents clients in mergers and acquisitions and financing, Hong Kong and U.S. IPOs, corporate restructuring, fund formation and private equity investments. He also has significant experience in international dispute resolutions and real estate transactions.

Prior to joining Pillsbury, Jia was the co-chair of Paul Hastings’s Beijing and Shanghai offices. He previously served as the chief operating officer of iSinoLaw Limited, the general counsel of Tai Kong Tung, as well as the associate director and research fellow of Hong Kong WTO Research Institute. Jia began his career as an associate at a prominent Wall Street firm’s New York office.

Mr. Yan is admitted to practice law in New York. He also passed the PRC bar in 1994 but does not hold a current practicing certificate.

Representative Experience

M&A, Investment, Financing and Fund Formation

  • Advised a Chinese sovereign wealth fund in its various asset management and hedge fund/PE fund formation and investment transactions, which grossed hundreds of billions of U.S. dollars in investment value.
  • Advised Fosun Group in the following transactions:

- participation as a major shareholder in the de-SPAC transaction of the Delaware company Butterfly Network, Inc. on the NASDAQ; the total transaction value exceeded $3 billion;

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- equity investment for approximately 1.58 million ordinary shares issued by the NASDAQ-listed German company BioNTech, distribution of BioNTech’s COVID-19 vaccine BNT162 in Hong Kong, Macau and Taiwan, and cooperation with BioNTec to develop and commercialize a vaccine that prevents COVID-19 infections using BioNTech’s mRNA vaccine candidate BNT162;

- $1.44 billion de-SPAC transaction of merging United Family Healthcare, along with TPG to New Frontier Corporation, a NASDAQ-listed SPAC and concurrent to the Fosun Group’s equity acquisition of New Frontier Corporation to become its second-largest equity holder. This deal was awarded “Deal of the Year 2019” by China Business Law Journal;

- participation in the proposed restructuring of Thomas Cook, a tourism service company with the longest operating history in the world;

- acquisition of a medical official building located in St. Louis, Missouri and the related financing;

- $40 million acquisition of a majority stake in the Vienna-listed luxury textiles maker and lingerie brand Wolford;

- acquisition of a majority stake in Guide Investimentos, a Brazilian brokerage and wealth management company;

- financing of a $103 million acquisition of the City of London office building, Lloyds Chambers;

- acquisition of a majority stake in Resolution Property Investment Management, a London-based private equity real estate fund manager;

- acquisition of a large parcel of land in Clearwater Bay of Hong Kong, intended for the development of a low-density residential project;

- management and lease of an office building formerly known as One Chase Manhattan Plaza, which it acquired from JPMorgan Chase at $725 million; and

- participation in the acquisition of Cirque du Soleil, as a member of the buyer consortium backed by TPG.

  • Advised Big Tree Cloud International Group Limited, a company devoted to the development, production and sales of personal care products and other consumer goods in China, in its $500 million merger with special purpose acquisition company Plutonian Acquisition Corp., and subsequent listing on the NASDAQ.
  • Advised Ping An Group in the following transactions:

- $1.6 billion acquisition of a 47.4% interest in NASDAQ-listed AutoHome, a leading automobile trading and information website, from Telstra. (This deal was awarded “Deal of the Year 2016” by China Business Law Journal) as well as Ping An’s subsequently acquisition of the remaining shares of Autohome from Telstra for approximately $200 million; and later, its participation in AutoHome's secondary listing in Hong Kong;

- $60 million investment in ANE, a leading logistics company;

- $85 million pre-Hong Kong IPO investment in Guodong Group, the largest private-owned tower company in China, in the forms of convertible bond and exchangeable bond;

- $50 million investment in an offshore subsidiary of JD Logistics, a leading Chinese logistics company; and

- divestment from MOGU, a NYSE-listed company.

  • Advised China Media Capital in the following transactions, including its:

- joint venture with Merlin Entertainment in relation to the development of the LEGOLAND theme park in China;

- joint venture with Warner Brothers to establish a new movie studio in Hong Kong, Flagship Entertainment; this deal was awarded “Deal of the Year 2015” by China Business Law Journal;

- landmark joint venture with DreamWorks Animation to create original Chinese animations for distribution in China and around the world. This transaction was awarded "Joint Venture Deal of the Year 2012" by China Business Law Journal, as well as CMC’s cooperation with DreamWorks and Shanghai Xuhui District Government with respect to the establishment of the Dream Center, a proposed $314 million landmark culture development project;

- acquisition of approximately 47% stake in Star China TV, the controller of the producer of the popular music TV show Voice of China, from 21st Century Fox;

- establishment of a joint venture with Hong Kong’s Television Broadcasts Limited in Shanghai. The joint venture, with TVB China Limited, focuses on the business of agency of various advertisements and television programs and film copyrights;

- establishment of a holding structure with its LPs and a leading Chinese PE fund to acquire 20% shares of iMAX China; and

- investments in NextVR and iMax VR Fund.

  • Advised De Well, an international logistics company, on:

- the subscription of its equity interest by an investing vehicle of Cainiao, a global logistics service provider under Alibaba Group;

- its acquisition of 100% shares of a logistics company operating in the United States, Mexico etc., for $28 million.

  • Advised GenScript Biotech, a U.S.-based biotechnology company focused on gene synthesis technology and its indirect wholly-owned subsidiary Probio Technology in:

- a Series A financing transaction from a private equity firm Hillhouse Capital, who subscribed minority equity interest in Probio Technology for $150 million, with a $125 million warrant to purchase additional shares;

- its $37 million Series B financing from Zhenjiang High-Tech Venture Capital; and

- its Series C financing with investments from Legend Capital, Highlight Capital, Hillhouse Capital and other institutional investors. Probio Technology raised approximately $224 million from the Series C investors.

  • Advised MultiMetaVerse, an animation and entertainment company devoted to establishing an open community for its global users by providing high-quality entertainment experiences, in its $ 300 million de-SPAC transaction and subsequent listing on the NASDAQ.
  • Advised Apex Group’s founding team in its equity sales transaction as part of the Swiss publicly listed company Kuehe and Nagel International AG’s acquisition of the Apex Group, a leading logistics company, at a market capital of $1.5 billion.
  • Advised NRL Investment Holdings Ptd. Ltd. for its establishment as an investment group engaged in fund of funds investment, private equity investment and direct investment activities in Asia.
  • Advised YF Capital, a leading private equity firm in China, in its RMB100 million investment in a semiconductor manufacturer, which was 100% owned by a JASDAQ-listed company.
  • Advised American International Group to dispose its equity interest in a Chinese-foreign cooperative joint venture established in the mid-1980s, which owns Shanghai Center, a landmark building in downtown Shanghai.
  • Advised Zhonghong Zhuoye Group in its $448 million acquisition of 21% equity interest in the NYSE-listed SeaWorld from Blackstone.
  • Advised a leading Chinese investment bank in its formation of “funds of funds” exceeding $1 billion in total value, and its subsequent FoFs investments in various PE funds.
  • Advised Hashglobal in its formation of a U.S.-dollar PE fund, focusing on investment in blockchain technologies, one of the pioneers in market.
  • Advised Binance, one of the leading cryptocurrency exchange platforms in the world, on its acquisition of CoinMarketCap, one of the most referenced price-tracking websites for crypto assets and based in the United States.
  • Advised an A share-listed company in the proposed acquisition of the photonics business from a German technology company for approximately €200 million.
  • Advised Shanghai Electric Group in the sale of all its shares in Goss International Corporation to American Industrial Partners.
  • Advised Rudong Ritai in its $230 million acquisition of certain equity interest in Rudong Yangkou Port Investment & Development Co., Ltd. from a subsidiary of PYI Corporation Limited, a Hong Kong Stock Exchange-listed company.
  • Advised Bus Online in its $30 million Series B financing from China Renaissance Capital and in its $30 million convertible note financing from Most Dragon Management Ltd.
  • Advised Blackstone in its sale of shares and shareholders loan in a company that indirectly owns real property in Ningbo, China.
  • Advised Merrill Lynch in its $70 million investment, and the subsequent sale of such investment, in a West Samoan company, which indirectly owns a project company that later developed a mixed-use office and retail building located at 1788 Nanjing West Road in Jing'an, Shanghai.
  • Advised Wing Lung Bank, in a combined onshore/offshore real estate refinancing facility of approximately $100 million.
  • Advised CalVal in its sale of the shares of a Barbados company, which indirectly owns Yu Fashion Garden in Shanghai to Guang Yao Dong Fang for more than $100 million.
  • Advised Aetos Capital in its joint venture investment with Longfor etc. in a $600 million mixed-use real estate development in Chengdu, China.

Hong Kong and U.S. IPOs

  • Advised Huatai Financial Holdings (Hong Kong) Limited for SinoSynergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.’s HK$1.56 billion global offering and IPO on the main board of the Hong Kong Stock Exchange. Huatai Financial Holdings (Hong Kong) Limited acted as the sole sponsor for this offering. Sino-Synergy Hydrogen Energy is a leading Chinese technology and hydrogen fuel cell company focused on the research, development, production and sales of hydrogen fuel cell stacks and hydrogen fuel cell systems.
  • Advised Mega Genomics Limited, the largest consumer genetic testing platform in China, in terms of the cumulative number of tests administered, on its $27.56 million global offering and IPO on the main board of the Hong Kong Stock Exchange. China Securities International acted as the sole sponsor for this transaction.
  • Advised SinoMab BioScience Limited, a biopharmaceutical company dedicated to R&D of therapeutics for the treatment of immunological diseases, in its $176.5 million global offering and IPO on the main board of the Hong Kong Stock Exchange as a Chapter 18A biotech company.
  • Advised Fosun Tourism Group in its $428 million global offering and IPO on the main board of the Hong Kong Stock Exchange. This deal was awarded “Deal of the Year 2019” by China Business Law Journal.
  • Advised SIIC Environment Holdings Limited, a Singapore-listed company engaging in water treatment, solid waste treatment and other environment-related businesses, in its milestone dual primary listing of ordinary shares on the main board of the Hong Kong Stock Exchange by way of introduction.
  • Advised Citigroup, UBS and CIMB in the $214 million IPO of Fu Shou Yuan on the main board of the Hong Kong Stock Exchange.
  • Advised Hunan Yongxiong Asset Management, one of the largest Chinese debt recovery companies, in its three rounds of PE financing and the proposed IPO in the U.S. capital market.
  • Advised Jiayuan.com in its $80 million IPO on the NASDAQ and its subsequent privatization.

Bond/Note Issuance

  • Advised Wuxi Nengda Thermoelectricity Co., Ltd., a state-owned enterprise in Wuxi City, China, as the guarantor, on the issuance of RMB750 million 4.2% credit enhanced guaranteed bonds due 2025 by Hongkong Yunlin International Co., Limited in Shanghai Free Trade Zone and listed on the Chongwa (Macao) Financial Asset Exchange.
  • Advised Wuxi Xixi Industrial Development Group Co., Ltd., a Chinese state-owned infrastructure construction enterprise in Wuxi City, on its $100 million 2% credit enhanced bonds, due 2025, backed by an irrevocable standby letter of credit issued by Bank of Ningbo.
  • Advised Wuxi Xixi Industrial Development Group Co., Ltd., a Chinese stated-owned infrastructure construction enterprise in Wuxi City, on its $100 million 2% credit enhanced bonds, due 2025, backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
  • Advised Jiangsu Dieshiqiao Home Textile Industry Group Co., Ltd., a Chinese state-owned property leasing, infrastructure and resettlement housing construction enterprise in Nantong City:

- in its issuance of $100 million 2.2% credit enhanced bonds, due 2024; and

- on its $35 million 3% credit enhanced bonds, due 2025. backed by an irrevocable standby letter of credit issued by China Bohai Bank.

  • Advised Jiangsu Ruihai Investment Holding Group Co., Ltd., a Chinese state-owned real estate, property management, investment management and tourism development enterprise in Nantong City, on its $100 million 1.9% credit enhanced bonds, due 2023, backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
  • Advised Rudong County Mintai Urban and Rural Construction Engineering Co., Ltd., a Chinese state-owned infrastructure construction enterprise in Rudong County, Nantong City, on its $100 million 2.9% credit enhanced bonds, due 2025, backed by an irrevocable standby letter of credit issued by Bank of Shanghai.
  • Advised Jiangru Tenghai Investment Holding Group Co., Ltd., a Chinese state-owned real estate and agricultural development enterprise in Nantong City, on its $100 million 3.4% credit enhanced bonds, due 2023, backed by an irrevocable standby letter of credit issued by Bank of Jiangsu.
  • Advised Yan’an New Area Investment Development (Group) Co., Ltd., a leading Chinese financial services provider for municipal public work construction, land development, infrastructure and affordable housing construction, in its issuance of $100 million 5% bonds, due 2022.
  • Advised AMC Wanhai Securities, China Galaxy International, Vision Capital International, Soochow Securities and Central Wealth Securities Investment as the joint lead managers in the issuance of $50 million 5.5% bonds, due 2022, by Rudong County Tongtai Investment Group, a Chinese state-owned investment, financing and operating platform for urban infrastructure construction.
  • Advised AMC Wanhai Securities, Haitong International, Shanghai Pudong Development Bank, China Galaxy International Securities, CMBC Securities, Industrial Bank and Guoyuan Capital as the joint lead managers in the issuance of $150 million 2.8% credit enhanced bonds, due 2024, by Rudong County Jinxin Transportation Engineering Construction Investment Co., Ltd., a Chinese state-owned infrastructure investment company.
  • Advised UBS, Barclays, ICBC International, and other underwriters in the $300 million guaranteed bonds issued by Shanghai Electric Group Global Investment Limited. The bonds were guaranteed by Shanghai Electric (Group) Corporation.
  • Advised Goldman Sachs, Deutsche Bank, J.P. Morgan, and other underwriters in the $500 million guaranteed bonds issued by Shanghai Electric Group Global Investment Limited. The bonds were guaranteed by Shanghai Electric (Group) Corporation.
  • Advised Mei Nian Investment and Meinian Onehealth as the issuer and parent guarantor respectively on Mei Nian Investment’s issuance of $200 million guaranteed senior notes due 2021. Meinian Onehealth is one of the largest private health checkup services providers in China.
  • Advised Morgan Stanley, J.P. Morgan, Deutsche Bank, Société Générale and other underwriters in the issuance by Shanghai Electric Newage Company Limited of its €600 million guaranteed bonds guaranteed by Shanghai Electric Group Company Limited and listed on the Irish Stock Exchange.

Dispute Resolution and Compliance

  • Advised a leading Chinese e-commerce company in its dispute resolution with its U.S. shareholders in connection with issues related to the shareholders’ redemption of shares.
  • Advised a leading Chinese public manufacturing company in its dispute resolution with an Indian company in connection with a multimillion U.S. dollar damage payment related to their joint venture.
  • Advised a Hong Kong listed pharmaceutical company in arbitration against an asset management company for its disputes arising from certain asset management agreements before the Hong Kong International Arbitration Center.
  • Advised a leading Chinese entertainment industry investor in its dispute with the founder of a California studio company and its shareholders in connection with issues related to the investor’s redemption of shares and the studio management’s breach of fiduciary duty.
  • Advised a leading Chinese pharmaceutical company in its dispute resolution with a U.S. dollar PE fund in connection with a joint venture established in Cayman Islands.
  • Advised a Hong Kong Chinese Internet company in its internal compliance investigation, as well as coordination with the relevant regulatory authorities and the subsequent arbitration against an asset manager before the Hong Kong International Arbitration Center.
  • Advised a leading international pharmaceutical company and one of a its affiliates as sellers under an asset purchase agreement in its dispute resolution, which is related to a HK $100 million HKIAC arbitration commenced by a third party against the purchaser for wrongful termination of a distribution agreement.
  • Advised a Chinese private equity fund against a NYSE-listed Fortune 500 company in the arbitration arising from the dispute over the purchase price of equity of a Chinese financial software service company before the Hong Kong International Arbitration Center. After more than two years of arbitration, this case was successfully settled.
  • Advised a leading Chinese media production company against a Netherland company in the arbitration arising from the dispute over the format of a popular music television show before the Hong Kong International Arbitration Centre.
  • Advised Fortune Star Media Limited in the defense and settlement of an action in California state court arising from the film series Teenage Mutant Ninja Turtles.
  • Advised a leading Chinese internet company and a leading mobile phone design and manufacturing company in their U.S. and European national security review, export control, anti-money laundering, data privacy and other compliance work.

Professional Highlights

  • Consecutively recognized as one of the Leading Lawyers in Corporate and M&A (Foreign Firms) by The Legal 500
  • Consecutively recognized as one of the Top 15 M&A Lawyers by Asian Legal Business

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Jia co-authored The Financial Law of Hong Kong and The Banking Law of the People’s Republic of China. He also co-authored the best-selling book titled, Debating in Singapore. In addition to his role at Pillsbury, Jia currently serves as:

  • chair of the Committee of the Specially-Invited Members of the Shanghai Bar Association;
  • arbitrator of Shanghai International Economic and Trade Arbitration Commission/Shanghai International Arbitration Center;
  • arbitrator of Hong Kong International Arbitration Center;
  • foreign legal consultant of the Shanghai Pudong New Area Government and China (Shanghai) Pilot Free Trade Zone Administration;
  • external part-time master's tutor for professional degree (economics major) and instructor for master students of the faculty of law at Fudan University;
  • research fellow at the Institute of International Strategies and Law at Zhejiang University;
  • executive director of the China Venture Capital & Private Equity Association;
  • advisor of the Law and Compliance Committee of the Insurance Asset Management Association of China; and
  • director and member of the Investment Committee of the management company of Suzhou Fund.

Education

  • Ph.D., City University of Hong Kong, 2003

    LL.M., Yale Law School, 1999

    LL.M., Fudan University Law School, 1996

    LL.B., Fudan University Law School, 1993

Admissions

  • New York

Languages

  • Chinese (Mandarin)

    Chinese (Cantonese)

    English