Investment and Asset Management Law

Investment and Asset Management Law

As one of Hongan Xinchen's core practice areas, investment and asset management legal services are based on domestic and foreign capital market rules and asset management industry regulatory frameworks. Centering on the full cycle of fund establishment, asset allocation, investment and financing operations, and risk exit, they provide one-stop legal services for private equity funds, hedge funds, family offices, insurance capital institutions, and high-net-worth investors, with outstanding experience in fund compliance, cross-border investment structures, and complex asset management dispute resolution.

In recent years, Hongan Xinchen has represented numerous renowned GPs (General Partners), LPs (Limited Partners), and asset management institutions in completing a series of benchmark transactions, including private equity fund raising compliance, QDLP/QFLP pilot applications, S fund transactions, infrastructure public offering REITs issuance, non-performing asset special opportunity investments, and ESG-themed fund establishment. Relying on accurate interpretation of new asset management regulations, deep grasp of cross-border capital flow rules, and forward-looking prediction of industry cycles, the team's lawyers have served as core legal advisors in investment projects in new energy, healthcare, digital economy, real estate, and other fields, assisting clients in balancing returns and compliance. Especially in complex transactions involving multi-layer nested structures, state-owned assets regulatory red lines, and cross-border tax planning, Hongan Xinchen helps clients break through legal bottlenecks and achieve asset appreciation with innovative structure design and efficient execution.

Through long-term practice, Hongan Xinchen has maintained close communication with the Asset Management Association of China (AMAC), the National Development and Reform Commission, foreign exchange authorities, and regulatory authorities in international mainstream fund registration locations (such as Cayman, BVI, Singapore), and has deeply participated in the optimization of QFLP/QDLP pilot policies in multiple regions. Meanwhile, it has formed a collaborative ecosystem with international investment banks, custodian banks, evaluation institutions, and industry research institutions to provide clients with cross-border resource integration support of "law + finance + industry".

Our Advantages

Full-Chain Professional Deep Dive in the Asset Management Industry

Hongan Xinchen continuously tracks global asset management industry changes, publishes research results such as Private Equity Fund Compliance Manual, Legal Points of S Fund Transactions, and VIE Structure Investment Risk White Paper, and hosts high-end events like the "Alternative Investment Legal Summit" and "Family Wealth Inheritance Forum". Team lawyers have deeply participated in the revision and demonstration of regulations such as the Securities Investment Fund Law, Regulations on the Supervision and Administration of Private Investment Funds, and Implementation Rules for New Asset Management Regulations, and provided professional opinions for the formulation of policies such as the Qualified Foreign Limited Partner (QFLP) Pilot Measures, Infrastructure REITs Review Guidelines, and Rules for the Transfer of State-Owned Shares in Private Equity Funds. They have led the compilation of monographs including Detailed Explanation of LPA Clauses for Equity Investment Funds, Judicial Adjudication Case Collection of Valuation Adjustment Mechanism Agreements, Cross-Border Investment Tax Planning Guide, and Practical Guide to Family Trusts and Charitable Funds, and participated in the commentary on typical asset management dispute cases by the Supreme People's Court and the formulation of national mother fund operation norms.

Full-Spectrum Asset Management Format Coverage

Services cover various asset management entities such as private securities funds, equity/venture capital funds, mother funds, S funds, real estate funds, mezzanine funds, non-performing asset funds, and government-guided funds, with deep involvement in subdivisions such as merger and acquisition investment, growth investment, Pre-IPO round investment, and distressed asset restructuring. Clients include market-oriented GPs, state-owned background managers, financial institution asset management subsidiaries, and ultra-high-net-worth family offices.

Full-Lifecycle Refined Services

The team provides full-process support for "raising, investing, managing, and exiting" to asset management institutions and investors, including:

- Raising End: Design of fund contract (LPA) clauses, qualified investor review, and raising supervision compliance

- Investment End: Target due diligence, transaction structure design, antitrust filing, cross-border investment approval

- Management End: Execution of post-investment governance rights clauses, relief for valuation adjustment mechanism triggering, implementation of ESG clauses

- Exit End: IPO lock-up period planning, S fund share transfer, dispute resolution of liquidation distribution

- Risk Control End: Related party transaction review, conflict of interest prevention, investor information disclosure compliance

- Dispute End: Representation in Carry distribution disputes, management fee disputes, and LP right to know litigation

Global Asset Management Compliance Network

Relying on Hongan Xinchen's global layout, the team has localized cooperation resources in fund registration places such as the Cayman Islands, Singapore, and Luxembourg, assisting clients in handling overseas fund establishment, VCC structure construction, ODI filing, CRS/FATCA compliance declaration, and offshore judicial jurisdiction disputes. For investments in countries along the "Belt and Road", it provides country-specific legal risk assessments and geopolitical risk warnings.

Business Types/Service Content

Hongan Xinchen's investment and asset management legal services cover the core links of the capital market, specifically including:

Business Areas:

- Establishment, registration, and compliant operation of private equity funds (securities, equity, asset allocation)

- QFLP/QDLP pilot application, expansion of investment scope, and quota management

- Design of government-guided fund return investment clauses and performance evaluation compliance

- Compliance review of fund nested structures and adaptation to new asset management regulations

- Design of valuation adjustment mechanism (VAM), repurchase clauses, and valuation adjustment mechanisms

- Legal structures for real estate funds, infrastructure REITs, and special opportunity investments

- Cross-border inheritance planning for family trusts, charitable foundations, and private wealth

- Share transfer and pre-emption handling in the private equity secondary market (S transactions)

- LP capital contribution default relief, GP fiduciary duty review, and key person clause execution

- Default disposal of asset management products, response to investor class actions, and liquidation distribution

- Investment compliance for virtual assets (digital securities STO, NFT funds)

- Embedding of ESG investment policies and certification of green asset management products

Work Content:

- Legal review of fund raising materials (PPM, risk disclosure statements) and verification of disclosure obligations

- Compliance demonstration and risk mitigation of cross-border investment structures (red chip, VIE, SPAC)

- Due diligence on target companies (legal, intellectual property, environmental liability)

- Negotiation of core clauses in investment agreements (TS, SPA, SHA) and setting of closing conditions

- Compliance with special procedures for LP investment with state-owned background (evaluation, listing, approval)

- Tax pass-through treatment of funds and application for tax incentives for partnership funds

- Intervention in corporate governance and exercise of veto power over major matters in post-investment management

- Compliance with partner meeting procedures for fund extension, additional fundraising, or early liquidation

- Calculation of nested layers of asset management products and compliance review of structured grading

- Responding to on-site inspections, self-disciplinary sanctions, and compliance rectification acceptance by AMAC

- Representing in GP-LP dispute arbitration, performance reward calculation disputes, and exit right litigation

- Providing criminal risk prevention and control and regulatory interview guidance for senior executives of asset management institutions

More Than a Compliance Advisor: A Value Co-Creation Partner

Guided by the philosophy of "legal empowerment of capital", Hongan Xinchen's team is well-versed in the triangular balance of "compliance-return-efficiency" in the asset management industry, deeply embedding legal risk control into the investment decision-making chain to help clients accurately anchor value depressions in a market environment of strict fundraising supervision, strong investment competition, and diversified exits, and achieve excess return capture within the compliance framework.