Chinese Regulator Fines, Suspends Major Law Firms

, The Asian Lawyer

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Prominent Chinese law firms Dacheng Law Offices and JunZeJun Law Offices have respectively been fined $164,000 and $197,000 by the Chinese government for performing inadequate due diligence on initial public offerings, while another, Jingtian & Gongcheng, has had its listings applications suspended pending an investigation of similar activity.

The China Securities Regulatory Commission imposed its fine on Dacheng earlier this month over its role advising Guangdong Xindadi Biotechnology Co. Ltd on its proposed listing in Shenzhen. Last year, the IPO application for the Guangdong-based tea oil maker was preliminarily approved by the CSRC but subsequently terminated after several Chinese media outlets reported discrepancies in the financial statements included in its prospectus.

In addition to its fine, Dacheng was ordered to disgorge the $82,000 legal fee it earned representing Xindadi. A Dacheng partner, who asked to remain unnamed, confirmed that the firm had been investigated and punished but said the matter was concluded and that the CSRC had resumed processing the firm’s IPO applications. He declined further comment.

CSRC fined Beijing-based JunZeJun Law Offices for its work last year on the planned Shenzhen IPO of Tanon Solar. Tanon cancelled its listing in April 2012 after its prospectus was questioned by the media, though a CSRC investigation continued. The law firm was also ordered to disgorge $98,000 in fees. Partner Wang Bing confirmed JunZeJun had received notice of a fine but he said other listings applications were being processed and that the firm was carrying on with its capital markets practice.

The CSRC said Friday that Jingtian & Gongcheng had been suspended from filing IPO applications due to an ongoing investigation of its work advising Tianfon Energy-saving Panel Science and Technology Co. Ltd. The solar panel maker’s planned Shenzhen IPO was cancelled in June after discrepancies were discovered during a random check of the company’s audit reports. The CSRC announced an investigation shortly thereafter.

“Jingtian & Gongcheng law firm failed to exercise adequate due diligence, and led to the issuance of documents containing false financial statement,” a CSRC spokesman said Friday.  Some 35 IPO applications filed by Jingtian & Gongcheng have been affected by the suspension, and the CSRC has stopped accepting new applications from the firm. The firm did not respond to a request for comment.

The actions were part of a series of investigations launched by the CSRC at the beginning of this year.  As of October 15, a total of 274 IPO applications have been terminated by the CSRC.

Chinese law firms are also under fire outside of China. U.K. publication The Lawyer reported earlier this month that Jingtian & Gongcheng and Commerce & Finance Law Offices were both facing suit in Canada from the underwriters who acted on the Canadian IPO of now-bankrupt Sino Forest Corp. The banks, who are facing shareholder claims themselves, are suing the Chinese law firms for indemnification, claiming they relied on the faulty due diligence the latter performed.

Email: azhang@alm.com.

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