In an office tower in Beijing’s Central Business District, JunHe partner Fang He has just concluded a cross-border M&A strategy session with a central state-owned enterprise (SOE). The client is planning a renewable energy project in Central Asia involving technology equity contributions, local joint venture structures, domestic content requirements, host-government approvals, and compliance with international trade sanctions. Ms. He quickly mapped out three viable transaction structures, detailing the pros, cons, costs, and risk allocations of each in a structured matrix.

This is familiar terrain for Ms. He. With more than two decades of cross-border investment and M&A experience at JunHe, she has operated at the forefront of Chinese outbound direct investment—from Beijing Automotive Industry Holding Co.’s (BAIC) landmark acquisition of assets from Sweden’s Saab Automobile in 2009, to the current global expansion of China's "New Three" tech sectors (electric vehicles, lithium-ion batteries, and photovoltaics) exchanging proprietary technology for international market access.

In 2026, she was named among the ALB China Top 15 Outbound Lawyers. The citation noted: “She commands a meticulously calibrated legal compass, consistently finding orientation through the regulatory mist.”

Yet, as Ms. He reflects, that compass was not an innate gift. It was forged over decades of high-stakes practice.

From the Trademark Office to JunHe: An Uneasy Career Pivot

In 1998, upon graduating from Southwest University of Political Science and Law, Ms. He joined the Trademark Office of the State Administration for Industry and Commerce (SAIC). It was a coveted and secure beginning within the central government apparatus—an enviable outcome for any law graduate at the time.

Gradually, however, Ms. He felt a compelling pull toward applying the law within complex, dynamic commercial settings.

“At the Trademark Office, my division handled non-use trademark cancellations, a relatively specialized subset of trademark practice,” she recounts. Over two and a half years at the agency, her daily work involved refining adjudicative standards within an established statutory framework, giving her early exposure to high-level administrative policy and regulatory interpretation. Yet while that period provided rigorous doctrinal training and systemic perspective, it also fueled an ambition to step into broader market environments and navigate fast-evolving commercial transactions.

In 2001, China acceded to the World Trade Organization (WTO). Inbound foreign direct investment surged, ushering in the domestic legal sector’s first wave of internationalization. Ms. He made a daring career decision: she resigned from the SAIC and joined JunHe.

“I was the first lawyer at JunHe recruited directly from a central state ministry,” she recalls with a smile. “They were navigating unfamiliar territory, and so was I.”

The challenge went beyond adapting to private practice culture. Her initial three-month probation was governed entirely by billable hours—the lifeline of transactional attorneys. Ms. He proactively sought work across the firm: “I took on whatever came my way—legal translations, regulatory research, minor contract reviews.”

The most pressing bottleneck was technical legal English.

Thrust into cross-border transactions, the volume of English documentation, cross-border agreements, and foreign client communications immediately exposed gaps. Rather than retreating, she printed out transactional agreements drafted by senior partners alongside foreign client correspondence, studying them on her daily commute, after office hours, and late into the night.

She later earned an LL.M. degree from the University of Virginia School of Law and practiced for a year in the Chicago office of Baker McKenzie. To this day, she maintains an uninterrupted daily routine of reading original English legal and commercial publications.

Her career pivot offers a straightforward lesson for junior practitioners: professional development offers no shortcuts; the narrower one's technical baseline, the more persistent one must be in closing the gap.

From Setting Boundaries to Writing Prescriptions: Experience as Core Value

Today, roughly 80 percent of Ms. He’s practice centers on outbound investment. Her client base features prominent central and municipal SOEs alongside leading private enterprises. Her project footprint spans North America, South America, Europe, Southeast Asia, the Middle East, and Africa, covering renewable energy, semiconductors, core infrastructure, and automotive manufacturing.

The year 2009 marked a watershed moment in her practice. She advised BAIC on its acquisition of intellectual property and powertrain assets from Sweden’s Saab Automobile—her first enterprise-scale outbound acquisition. “The transaction perimeter was vast,” she recalls. “Buyers, sellers, target business units, investment banks, multiple domestic and international law firms, forensic accountants, and technical advisors... It was an intricate, multi-layered ecosystem.”

Navigating cross-border negotiations between Stockholm and Gothenburg under grueling time-zone shifts, her team brought the transaction to a successful closing. More importantly, the deal revealed a macro shift: the pulse of the Chinese economy was pivoting from inbound foreign investment to strategic outbound expansion.

Her cross-border deal sheet expanded rapidly. She advised a central SOE on its acquisition of a renowned Italian corporate group and represented China Three Gorges Capital in China Yangtze Power’s landmark acquisition of Luz del Sur, Peru’s largest electric power distributor. Both transactions secured top industry awards, including China Law & Practice Awards Outbound Deal of the Year (2016), China Business Law Journal Deals of the Year (2020), IFLR1000 China Awards Deal of the Year (2021), and Asialaw Awards Impact Deal of the Year (2021).

Yet Ms. He maintains that true advisory value is not defined by transaction counts or directory rankings, but by the ability to swiftly diagnose core operational risks and structure actionable solutions.

She compares seasoned M&A partners to senior diagnostic clinicians: “Having evaluated countless matters and navigated extensive structural pitfalls, when a client describes a commercial symptom, you can immediately identify the underlying vulnerability and know precisely which diagnostic tests to run next.”

A cross-border fund exit illustrates this distinction.

A state-backed private equity fund sought to exit an offshore equity portfolio investment. On the surface, the mandate appeared to be a straightforward equity divestment; an inexperienced lawyer might have simply answered whether the sale was legally permissible. Ms. He approached the matter through a more rigorous commercial lens:

Would an asset-level divestment trigger statutory rights of first refusal (ROFR) held by underlying shareholders? If structured as a transfer of limited partnership (LP) interests, would it trigger statutory asset appraisal and mandatory public listing procedures on state-owned assets equity exchanges? If the purchaser entered as a replacement LP—channeling the purchase price as newly subscribed capital into the fund for pro-rata distribution to the exiting state-owned LP—what governance approvals would be required, and whose consent was mandatory? What transfer restrictions existed under the limited partnership agreement? How did the competing paths rank in terms of closing timeline, transaction cost, and regulatory risk?

Ms. He redefined the operational problem before offering legal conclusions. Her team mapped out the substantive pros and cons of each transaction path, eliminating structural dead ends until a viable strategy emerged. The client received a structured decision-making matrix rather than an open-ended memorandum.

Another engagement involved an advanced semiconductor corporation.

Facing escalating geopolitical tensions and export control constraints, the client sought to safeguard its North American market share by structuring an offshore entity to maintain commercial collaboration with tier-one US technology vendors. Working closely with JunHe’s trade sanctions and export control practice, Ms. He evaluated seven distinct structural options: Should the offshore Special Purpose Vehicle (SPV) be incorporated in Singapore or an alternative jurisdiction? What were the comparative tax liabilities? How could secondary sanctions exposure be identified and contained? How would country-of-origin rules apply? How could the corporate structure satisfy the strict Know Your Customer (KYC) compliance frameworks of US multinationals?

Each proposed route was backed by an integrated risk matrix and commercial cost analysis. Several options were dismissed during initial workshops due to unmanageable regulatory exposure, prohibitive tax friction, or closing delays. The team narrowed the field to two viable operational paths, successfully executing the chosen structure.

“An effective transactional lawyer neither manufactures panic nor rubber-stamps every commercial idea with an unconditional green light,” Ms. He notes. “Our role is to bring order to complex, high-risk scenarios.”

The Costliest Risk is What "Looks Fine" on Paper

Amid widespread legal budget constraints, Ms. He has witnessed numerous transaction failures driven by ill-advised cost cutting.

A private equity investment stands out. A medical technology startup launched an A+ financing round shortly after closing its Series A. Holding the legal due diligence report from the prior round, the investor assumed that because the review was recent, counsel needed only to provide a superficial update, compressing the legal budget accordingly.

Upon reviewing the files, the JunHe team discovered that the previous due diligence report consisted primarily of boilerplate disclosures—mentioning intellectual property, real estate leases, and social security compliance without probing substantive legal risks.

Critical exposures lay buried beneath the surface. The target company had systematically exchanged human blood samples with foreign research institutions without obtaining regulatory clearance from the Ministry of Science and Technology for the outbound provision of Human Genetic Resources (HGR). Furthermore, its core proprietary technology had been co-developed with academic research institutions without contractual assignment provisions. The flagship product driving the target company's multi-million-dollar valuation was not legally owned by the company.

None of these fatal defects were flagged in the prior report.

The investor aborted the transaction. Proceeding on the basis of a report that appeared fine on its face would have resulted in catastrophic write-downs.

“The qualitative gap between due diligence reports produced by different law firms can be vast,” Ms. He emphasizes. “Similarly, when drafting, revising, and negotiating a Share Purchase Agreement (SPA), outcomes vary dramatically depending on the lead counsel’s sophistication. Aligning representations and warranties, conditions precedent, indemnities, termination rights, and remedy mechanisms into an integrated legal architecture cannot be accomplished with off-the-shelf templates.”

In cross-border transactions, these exposures multiply. Diverse jurisdictions and conflicting regulatory standards intersect while clients manage tight cost constraints. Ms. He addresses this friction through disciplined matter management: JunHe coordinates the overarching transaction, handles core transaction documentation, drives strategic negotiations, and directs foreign co-counsel precisely where local law expertise is required.

She explains that this operational division is fundamentally about project management: the scope of work, billing arrangements, and deliverables of foreign law firms must be closely monitored to prevent scope creep. Local counsel focus on required local regulatory filings, local-law due diligence, and jurisdictional closing mechanics, while the Chinese team leads the drafting, structuring, and commercial negotiations. Directing foreign counsel to high-risk local-law questions ensures cost efficiency while keeping the transaction moving forward.

Chinese Counsel: An Indispensable Extension of In-House Legal

In a Southeast Asian jurisdiction, a Chinese state-backed enterprise submitted a tender for a major infrastructure project. A local Chinese-speaking law firm assured the client that a specific regulatory permit was unnecessary. After winning the bid, the enterprise was promptly reported to regulators by a competing bidder.

Ms. He’s team was retained to manage the crisis. They engaged a premier full-service domestic firm in the host jurisdiction to audit the licensing requirements, confirming that the permits were mandatory legal prerequisites that the enterprise lacked. The project faced formal regulatory scrutiny, financial penalties, and potential bid disqualification. A careless legal opinion had jeopardized the entire investment.

Ms. He was not surprised by the outcome. “Language fluency does not equal technical competence. A rapid affirmative answer does not mean the conclusion is sound.”

When selecting international co-counsel, Ms. He prioritizes institutional competence, responsiveness, and communication efficiency. She routinely retains tier-one, full-service independent firms in host jurisdictions, communicating directly in English with the handling partners to prevent critical nuances from being lost through intermediaries. She values local partners who bring deep experience with domestic regulatory discretion, local enforcement trends, and market standards.

On cross-border mandates, Chinese counsel must move beyond passive administrative coordination to serve as true lead counsel: synthesizing multi-jurisdictional advice, stress-testing foreign legal opinions, driving contract negotiations, and identifying risks that impact the client’s commercial bottom line. Ahead of each negotiation session, Ms. He reviews a detailed issues list with the client, aligning on deal-breakers, commercial trade-offs, and items to be held in reserve. At the negotiating table, she controls the cadence of the discussion, bridges cross-border impasses, and delivers strategic positions on critical provisions.

She defines the role of lead Chinese transactional counsel as “an operational extension of the client’s in-house legal team.”

She understands the governance imperatives of central SOEs: state-owned assets supervision requirements, organizational risk tolerances, and multi-tiered executive reporting processes. Concurrently, she matches the pace of private enterprises, where executive leadership demands transaction speed, decisive commercial outcomes, and actionable execution paths. When unexpected developments emerge during negotiations, she makes real-time assessments, aligning legal options with the client's business goals on the spot.

“Without sophisticated Chinese lead counsel, foreign lawyers may negotiate at length without the client fully grasping the underlying issues. Alternatively, the parties may conclude negotiations only to discover that the final contract has drifted from the client's core commercial objectives.”

Ms. He also participates actively in international forums, including the International Bar Association (IBA), bringing perspectives on cross-border deals, regulatory shifts, and supply chain restructuring to global dialogues. At the IBA 2025 Annual Conference in Toronto, she delivered two presentations in English addressing cross-border investment, national security reviews, and renewable energy transactions.

“China represents a major global jurisdiction,” Ms. He observes. “Yet within international legal dialogues, the voice of Chinese legal counsel remains underrepresented relative to our market presence. Experienced cross-border practitioners with strong English fluency have a professional responsibility to engage internationally, articulating China’s legal realities directly. Deepening professional dialogue with foreign counterparts helps dismantle misconceptions and demonstrates the sophisticated capabilities of Chinese legal counsel on the global stage.”

The New Logic of Chinese Outbound Investment: Sophisticated, Upstream, and Multi-Layered

In recent years, Ms. He has observed a sharp acceleration in outbound corporate investment. The drivers are clear: Chinese enterprises have built strong balance sheets, while domestic markets face intense commercial competition.

Yet the operational model for global expansion has evolved.

The initial wave centered on brownfield acquisitions—such as buying operational wind farms or utility-scale solar projects overseas. The second phase shifted to greenfield development: securing land rights, obtaining grid-interconnection approvals, and managing initial construction to capture development premiums upstream. Today, a growing proportion of transactions involve forming international joint ventures through proprietary technology contributions or intellectual property licensing.

“In Central Asia, Central and Eastern Europe, and Southeast Asia, our clients frequently contribute advanced proprietary technology, while local industrial partners provide capital and project land, and host governments grant preferential industrial policies,” Ms. He explains. “Decades ago, multinational corporations entered China through 'technology for market access' joint ventures; today, that dynamic is working in reverse.”

Renewable energy, electric vehicles, and lithium battery manufacturing remain primary sectors, with AI, semiconductor, and biopharmaceutical enterprises steadily expanding their global footprint. Chinese corporations are no longer simply exporting capital; they are exporting industrial standards, advanced technology, and integrated supply chain infrastructure.

This paradigm shift demands sophisticated legal advisory services. Counsel must master not only M&A fundamentals, but also cross-border joint venture architecture, technology licensing agreements, state subsidy frameworks, real property regimes, environmental and workplace safety compliance, foreign investment screening, international trade sanctions, rules of origin, and global supply chain restructuring. Legal teams must engage early in the development cycle, analyze operational business models, and shape transaction structures from the outset.

Transaction risks have grown accordingly.

Geopolitical friction, expanding international trade sanctions, tighter host-nation regulatory regimes, and heightened local labor requirements present recurring operational hurdles. Ms. He’s approach centers on proactive planning and rigorous scenario modeling.

She cites a renewable energy transaction in Southeast Asia, where due diligence revealed that a prior shareholder of the target entity had secured electricity generation concessions by bribing local officials through sham loan agreements. While the misconduct had occurred years earlier, an administrative audit or civil litigation by commercial competitors could prompt the revocation of the concession, invalidating the target asset.

Uncovering such liabilities during the due diligence phase prevents clients from acquiring severe regulatory exposure.

Ms. He advises clients expanding internationally: avoid relying on good fortune. Compliance offers no shortcuts; strictly adhering to host-state regulatory frameworks and respecting local industrial and cultural norms are the only ways to build enduring global operations.

Advice for Junior Lawyers: Passion, Lifelong Learning, and Personal Support Systems

Reflecting on her career path, Ms. He was asked what guidance she would offer to young lawyers, particularly young female practitioners navigating corporate law.

“This profession is demanding,” she answers. “Without genuine passion for the work, sustaining this pace over decades is nearly impossible.”

She reflects on her early years: mastering technical legal English, navigating probationary billable-hour pressures, boarding her first flight from a Shenzhen internship to Beijing for her SAIC interview, and cautiously asking a fellow traveler for identification to verify their background before sharing a cab from the airport in the late 1990s, long before smartphones and ride-hailing apps existed. She speaks openly about early career uncertainties without romanticizing the grind.

“Professional paths are rarely linear. Experiencing setbacks, professional doubt, or exhaustion is entirely natural. What matters is turning each challenge into an opportunity for growth, suspending self-judgment, and moving forward.”

She highlights three core principles for sustainable professional development:

1. Passion: The legal profession involves long hours and intense client demands. For practitioners who enjoy the work, every transaction and negotiation provides an opportunity to build capability and judgment.
2. Lifelong Learning: Continuously deepen substantive legal capabilities, maintain fluent professional English, and study corporate finance, industrial policy, macroeconomics, and international relations. “Lawyers cannot operate within an intellectual bubble,” Ms. He notes. “We advise clients in the real economy. Drafting a technical legal memorandum is of little value if counsel fails to comprehend the client’s commercial ecosystem.”
3. A Robust Support System: For female corporate lawyers, family support and intentional lifestyle management are vital. Regular physical conditioning, a close personal support network of family and trusted friends, and sustained personal interests outside the law provide the balance required for a long-term legal career.

Ms. He’s career reflects both individual professional commitment and the broader trajectory of Chinese outbound investment over the past quarter-century.

Her journey spans more than two decades—from a young recruit boarding an unfamiliar flight for a ministry interview to an international law firm partner addressing cross-border dealmakers at the IBA. Over that period, Chinese enterprise strategy shifted from attracting inbound foreign direct investment to executing outbound capital deployment, and ultimately to exporting advanced industrial technologies. Ms. He has remained engaged at every stage of that transition.

As cross-border investment routes become increasingly complex, dependable external legal counsel do not simply comment on market risks from a safe distance; they navigate those operational challenges alongside the enterprise. Ms. He serves as an anchor on these complex journeys. Her name may not dominate every public transaction announcement, but when critical decisions arise, clients know she is at the table.

This captures her role as a cross-border M&A counsel: moving beyond broad slogans to ensure that through structured commercial transactions, the capabilities, strategic choices, and economic contributions of Chinese enterprises are clearly recognized on the global stage.

Fang He

Partner, JunHe LLP

Fang He joined JunHe LLP’s Beijing headquarters in March 2001. During her tenure, she completed a one-year secondment with the legal department of a major Japanese general trading company (Sogo Shosha) in Tokyo, earned a Master of Laws (LL.M.) from the University of Virginia School of Law, and practiced for a year in the Chicago office of a leading global law firm.

Based at JunHe’s Beijing headquarters, Ms. He focuses her practice on outbound direct investment (ODI), domestic mergers and acquisitions, and enterprise compliance. She serves as ongoing general counsel and special transactional counsel to central SOEs, local state-owned enterprises, and prominent private corporations. She regularly advises corporate groups on drafting internal compliance management systems, conducting cross-border risk assessments, and structuring multi-jurisdictional compliance architectures. Drawing on deep technical foundations and continuous experience leading complex transactional mandates, Ms. He is a frequent keynote speaker and panelist at major domestic and international legal conferences.