MIAO, James

James Miao is a partner at AllBright Law Offices, based in the Shanghai office.

Mr. Miao graduated with honors in July 1999 from East China University of Political Science and Law, where he earned both a Bachelor of Laws (LL.B.) and a Master of Laws (LL.M.) in International Economic Law. He began his career at the Capital Account Management Department of the State Administration of Foreign Exchange, where he was responsible for foreign exchange regulation related to foreign-invested enterprises in China. In June 2001, he transitioned into legal practice by joining a U.S.-headquartered international law firm, working in both its Beijing and Shanghai offices. He later worked at another well-known law firm in Shanghai before joining AllBright Law Offices in May 2004. From September 2015 to July 2016, Mr. Miao served as a partner at another leading domestic law firm. He returned to AllBright in August 2016.

Practice Areas

Mr. Miao’s practice focuses on corporate and M&A, banking and finance, and dispute resolution including litigation and arbitration.

He has extensive experience in representing both domestic and international clients in investments and M&A transactions. His work includes advising state-owned enterprises, private companies, private equity funds, and foreign investors on foreign direct investment, domestic equity investments, and outbound investments by Chinese companies. He has advised transactions such as joint ventures, capital increases, equity transfers, asset purchases and company separations across various industries including new energy, automotive and auto parts, aviation electronics, semiconductors, commercial real estate, electronic security, optical instruments, shipping and logistics, and retail commerce.

In the financial sector, Mr. Miao has provided legal services for the establishment, investment and equity transactions of insurance companies and other non-bank financial institutions. He has also participated in risk disposal projects in relation to the problematic financial institutions.

Additionally, he has advised non-financial enterprises (both Chinese and foreign-invested) and financial institutions with their domestic and cross-border financial transactions, including syndicated loans, project finance, acquisition financing, financial leasing, factoring, and derivative transactions. These transactions have involved industries such as energy, manufacturing (e.g., chemical, electronic, and automotive), transportation and infrastructure, real estate and hotels, environmental protection, commodity trading, and financial leasing.

Mr. Miao also provides ongoing legal counsel services to Chinese and foreign enterprises for their daily operations. These services include reviewing commercial contracts, assisting with labor disputes resolutions, offering legal advice on anti-bribery compliance, conducting internal compliance investigations, and assisting in resolving commercial disputes, including representation in arbitration and litigation proceedings.

Representative Experience

• Mr. Miao’s experiences in the area of equity investments, mergers and acquisitions include:
• ■advising on the establishment of Shenergy Property & Casualty Insurance Co., Ltd. and its acquisition of insurance business asset portfolios;
• ■advising AXA Group on its sale of shares in Taikang Life Insurance Co., Ltd., a leading Chinese life insurance company, to Goldman Sachs and Tetrad;
• ■advising a private enterprise in China on certain aspects related to its acquisition of the 100% equity of a state-owned company, one of the largest chemical logistics companies in the world;
• ■advising a private equity fund on its acquisition of an Israel company’s equity interests in printed circuit board business entities located in mainland China and other areas;
• ■advising a well-known financial conglomerate in Taiwan on its setting up a joint venture consumer finance company in mainland China;
• ■advising Shenergy Group, a state-owned energy enterprise in Shanghai, on its introduction of the foreign strategic investor (Fortis Group) and setting up a Sino-foreign jointly invested “enterprise group finance company” in Shanghai;
• ■advising Nidec Corporation on its subscription to the newly increased registered capital of a domestic EPS manufacturer;
• ■advising Suntech Power, a once world-leading solar photovoltaic enterprise, on its various investment transactions in China;
• ■advising a state-owned enterprise in aviation industry in relation to its proposed joint venture with a Fortune 500 company to supply parts to C919 project (China’s large commercial jetliner project);
• ■advising ASE Group, the world’s largest provider of independent semiconductor manufacturing services in assembly and test, on its acquisition of majority equity of a wholly foreign-owned assembly and testing company founded by Philips in the mainland China;
• ■advising Jiangsu Five Star Appliance Co., Ltd, the then fourth largest Chinese electronic retailer of appliances and consumer electronics, on its introduction of USD 180 million foreign investment made by Best Buy, a electronic retailer in the United States;
• Mr. Miao’s experiences in the area of banking and finance include:
• ■advising Shandong Nuclear Power Company Limited on borrowing over RMB 30 billion term loan financing from a bank syndicate consisting of China’s major commercial banks for construction of the Phase II project of Haiyang Nuclear Power Plant;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 27 billion term loan financing for an old urban area reconstruction project in Shanghai;
• ■advising the project company for a commercial real estate complex (Century Link Tower) and its domestic and overseas shareholders on its refinancing transaction in an amount of RMB 13 billion;
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing about RMB 7.3 billion term loan financing for an infrastructure project in Shanghai (“East-west Thoroughfare”);
• ■advising the bank syndicate with a Chinese leading bank as the arranger in relation to providing a RMB 7.1 billion term loan facility to a large-scale real estate development project of Shanghai Land (Group) Co., Ltd.;
• ■advising a financial institution in a bank syndicate in relation to providing about RMB 4.8 billion term loan financing for a power plant project in Shanghai;
• ■advising a Chinese leading bank on its providing a term loan facility of RMB 1.65 billion to an overseas real estate fund;
• ■advising the bank syndicate with ICBC Shanghai Branch as the arranger in relation to providing the dual-currency (local and foreign) syndicated loan facility for the Phase II expansion project of Shanghai Wuhao Ditch LNG Storage Facility;
• ■advising a domestic listed water treatment company on its borrowing a term loan facility of over RMB 400 million from International Finance Corporation (IFC); etc.

Honors and Awards

• ■All China Lawyers Association: Leading Foreign-Oriented Lawyer
• ■China Law & Practice (2014) Leading Lawyers: Mergers and Acquisitions; Banking and Finance
• ■“Acritas Stars” for the year of 2020
• ■China Business Law Journal: the A-List 2018 China’s Elite Lawyers
• ■2021 IFLR 1000 (Asia Pacific): Banking and Finance
• ■The Legal 500 Asia Pacific (2021): Banking and Finance; etc.

Publications

• Mr. Miao is the author of various academic papers on company law, financial law, and international law, and also the co-editor or co-author of the Research on International Financial Law and Practice (published by Shanghai University of Finance & Economics Press, 2000), the Impact of China’s Accession to WTO on its Financial Regime (published by Jilin People’s Publishing House, 2001), and the Judicial Mechanism of WTO (published by Shanghai People’s Publishing House, 2004).
• Over the recent years, he also published articles on legal practice topics on the magazines such as China Law and Practice and www.caixin.com, and delivered a speech on legal issues related to M&A investments and foreign exchange regulation at “ALB In-house Counsel Summit” held by Asian Legal Business.

Education and Training

• ■East China Politics and Law University, LL.B. International Economic Law (1996)
• ■East China Politics and Law University, LL.M. International Economic Law (1999)
• ■From June 2007 till June 2008, Mr. Miao was selected to participate in the “Lord Chancellor’s Training Scheme for Young Chinese Lawyers”, a prestigious program sponsored by the British Government. During the program, he completed courses in English law at SOAS University of London and undertook practical training in corporate M&A transactions, financial transactions, and financial dispute resolution through placements at Clifford Chance LLP (London and Hong Kong offices) and 3 Verulam Buildings Chambers at Gray’s Inn, London
• ■In October–November 2017, he was selected by the All China Lawyers Association to participate in the “Leading International Lawyers Training Program—Cross-Border Investment and International Trade Law” in Washington, D.C., conducted by the International Law Institute

Professional Affiliations

• ■Member of International Exchange Commission (2011-2015), Shanghai Bar Association
• ■Adjunct Master’s Supervisor (2021-2024), KoGuan School of Law, Shanghai Jiao Tong University

Bar Admissions

• China (1996)

Transactions and Cases

• ABL Advises on RMB 27 Billion Cross-Border Financing for Shanghai’s Landmark Urban Renewal Project in North Bund
• ABL Provides Legal Services for Yangpu District Redevelopment Syndicated Loan Project
• AllBright Advises Real Estate Project on Syndicated Loan
• AllBright Advises on Natural Gas Pipeline Syndicated Loan
• AllBright Advises on Chongming Natural Gas Pipeline Syndicated Loan