For nearly two decades, JurArs team has cultivated deep expertise in private equity and investment funds. Since the firm’s establishment, primary market equity investment has been designated as a core practice area, enabling us to provide long-term legal services to leading private fund managers, fund-of-funds, government guidance funds, and founders of startups.

 

On the investment side, we advise institutional investors and deliver end-to-end legal support across the full cycle of fundraising, investment, management, and exit.

 

On the financing side, we work closely with high-growth companies in cutting-edge sectors — including semiconductors, advanced manufacturing, new materials, and life sciences — offering comprehensive legal services throughout every stage of a company’s lifecycle, from inception and growth to maturity and transition.

FUNDRAISING

The team assists clients in establishing RMB funds and USD funds, including venture capital funds, private equity funds, and special purpose funds. Our services cover manager registration, fund structure design & optimization, drafting & negotiation of transaction documents, compliance review of fund operations, support throughout the fundraising process, and handling of registration and change filings.

【NOTABLE MATTERS】

◆Establishing one of the first “Manager–GP Separation” funds under the new private fund regulations and completing successful registration

Following the implementation of Regulation on the Supervision and Administration of Privately-offered Investment Funds and in the context of tightened regulatory oversight, a leading investment institution planned to co-establish a fund to invest in a major group in Fujian.

Entrusted with designing the overall fund structure, our team conducted in-depth research on the newly effective Measures for Registration and Filing of Privately Offered Investment Funds. We ultimately established one of the first funds adopting the “manager–GP separation” model and successfully completed its filing with the Asset Management Association of China (AMAC). The total capital commitment of the project reached CNY 150 million.

◆Establishing two special purpose funds to support a client’s cross-border investment in a leading semiconductor company

Under escalating U.S.–China tensions, the target company’s original shareholder was added to the Entity List and compelled to divest certain businesses. A prominent investment institution engaged our team to establish two special purpose funds to acquire equity in the offshore holding structure and complete an indirect investment.

Due to the red-chip structure of the target company, the project involved complex and highly regulated cross-border investment arrangements spanning the Cayman Islands, Hong Kong, and mainland China. Our team assisted the client in raising and forming two special purpose funds, performing investor qualification and funding compliance reviews, and drafting & reviewing all transactional documentation. Ultimately, we supported the client in successfully acquiring equity in the Cayman parent company, with a total transaction value of CNY 700 million.

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INVESTMENT

On the one hand, the team represents institutional investors in conducting comprehensive due diligence, identifying material legal issues, proposing rectification plans, drafting supporting documents, and assisting in financing transactions to ensure smooth deal completion. On the other hand, the team also advises portfolio companies by identifying potential issues, recommending adjustments in line with investment requirements, and guiding them in preparing transaction-related materials.

【NOTABLE MATTERS】

◆Advising an investment institution on restructuring, state-owned capital exit, and the establishment & filing of a special purpose fund for a semiconductor project

Our client, a leading investment institution, intended to participate in the financing of a growth-stage semiconductor company. Due to the company’s planned equity restructuring, the project involved complex tax and legal issues. In addition, given that one of the original shareholders was a state-owned enterprise, the transfer and exit of state-owned assets required strict compliance with regulatory rules to prevent any risk of the loss of state-owned assets.

Entrusted by the client, our team designed the restructuring plan, conducted a full assessment to identify and mitigate tax risks associated with the equity transfer, and represented the client in multiple rounds of negotiations, ultimately reaching a state-owned capital exit arrangement satisfactory to all parties. We then assisted the client in establishing and filing a special purpose fund, with an investment amount of approximately CNY 225 million.

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MANAGEMENT

Following the completion of an investment, the team continues to provide regulatory and compliance management services, including responding to inquiries from regulators such as AMAC and reviewing documentation for subsequent financing rounds. The team also assists clients in strengthening internal risk controls for investment teams by establishing mechanisms to mitigate risks relating to directors, supervisors, senior executives, and shareholders. In addition, we conduct ongoing monitoring of portfolio company risks — including litigation, abnormal business operations, corporate splits or mergers, and major asset disposals — and provide analysis, early warnings, and tailored responses.

【NOTABLE MATTERS】

◆Representing a government guidance fund in ensuring the lawful and compliant removal of special shareholder rights in a portfolio company

In this matter, the portfolio company was in the process of applying for an A-share listing. Pursuant to CSRC requirements, all special shareholder rights — including performance-compensation or valuation adjustment clauses — had to be fully removed. Engaged by the government guidance fund (an investor in an earlier round), our team strictly adhered to state-owned asset regulatory rules and carefully balanced listing supervision requirements with the fund’s legitimate rights and interests as a state-owned investor.

We conducted a systematic review of all agreements, thoroughly assessed the reasonableness and potential risks of the relevant arrangements, and advocated on behalf of our client to preserve investor rights to the greatest extent permitted. Ultimately, we facilitated a successful resolution acceptable to all parties.

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EXIT

The team excels at delivering systematic solutions that balance legal compliance with commercial efficiency. On the one hand, we support both investors and portfolio companies in reviewing and optimizing valuation-adjustment mechanisms, performance-commitment arrangements, and equity repurchase clauses in investment agreements. We help design reasonable trigger mechanisms and execution paths, and when disputes arise, we assist parties in negotiation and resolution. On the other hand, we design and implement diversified exit and transaction structures — including IPOs, listed company M&A, equity transfers, and repurchase exits — ensuring that the interests of both investors and portfolio companies are well aligned.

Where liquidation or insolvency becomes necessary, the team also advises on fund liquidation and deregistration, shareholder liquidation obligations, asset disposition, debt declaration, and distribution, ensuring that the exit process remains orderly and efficient.

【NOTABLE MATTERS】

◆Representing an investment institution in an equity repurchase dispute — avoiding a dissolution action and securing repayment through enforcement

This case involved an equity repurchase dispute between a well-known investment institution and shareholders of its portfolio company. JurArs filed an arbitration claim before the China International Economic and Trade Arbitration Commission (‘CIETAC’) on behalf of the client. During the proceedings, the opposing shareholder attempted to initiate a company dissolution action to evade debt obligations. Acting as a third party, our team intervened promptly and successfully secured dismissal of the improper claim.

Meanwhile, we assisted the client in obtaining a favorable arbitral award confirming its creditor’s rights, with the opposing shareholder ordered to pay more than CNY 88.97 million in repurchase consideration. Through compulsory enforcement, judicial auction, and identifying buyers for remaining equity interests, the team ultimately helped the client recover nearly CNY 100 million.

◆Representing an investment institution in enforcing rights under performance-adjustment and equity repurchase clauses

Our client, a leading investment institution, had negotiated both performance-based compensation and equity repurchase clauses in connection with its investment in a software company. When the target company failed to meet its performance commitments, our team was retained to enforce the client’s rights. The complexity lay in the coexistence of the two mechanisms: directly claiming both compensation and repurchase could risk rejection by the court.

Drawing on judicial practice, our team devised a two-step strategy — first pursuing the performance-compensation claim, followed by the repurchase claim. After thorough factual investigation and argumentation, including successfully disproving force majeure defenses such as pandemic-related impacts, the team secured a full victory at first instance, which was upheld on appeal. At the enforcement stage, we assisted the client in recovering approximately CNY 100 million.

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