Guohua Wu

Practice Areas

OVERSEAS INVESTMENT, M&A AND RESTRUCTURING, PRIVATE EQUITY AND VENTURE CAPITAL, FOREIGN DIRECT INVESTMENT

Career

· Paul, Hastings, Janofsky & Walker LLP (Beijing)，Partner

· Kirkland & Ellis LLP (Chicago), Of Counsel

· Sullivan & Cromwell LLP (New York), Associate

Experience

Ms. Guohua (Annie) WU is a Senior Partner and a leader of JT&N’s Outbound Investment practice. Broadly experienced in a variety of corporate legal matters, Ms. Wu is a recognized authority on cross-border mergers & acquisitions, corporate finance, joint ventures and private equity transactions, widely regarded for the extraordinary breadth of experience and commercial acumen which define her practice. Routinely filling a role historically dominated by major international law firms, Ms. Wu works directly with the client’s leadership, providing critical insights and advice, enabling her clients to obtain substantially improved commercial terms and legal protections.

A recognized authority on cross-border mergers and acquisitions and private equity transactions, Ms. Wu’s clients include some of the largest funds and industrial companies in China and the world. Ms. Wu works directly with the client’s leadership on a regular basis, providing critical insights and advice, enabling her clients to obtain substantially improved commercial terms and legal protections. Representative examples include performance as Lead Counsel to a quasi-sovereign wealth fund in the proposed acquisition by a Chinese consortium of the controlling equity stake in Philips' LED business. The total value of this deal was projected to be USD3.3 billion. In another example, Ms. Wu served as lead counsel to Bombardier Inc. in its first aviation joint venture in China. During the process of the project, the PRC Company Law was substantially revised, whereby certain key incorporation requirements with respect to Sino-foreign joint ventures were replaced. Again, Ms. Wu worked directly with the headquarters legal team of the client, providing advice critical to successful navigation through myriad regulatory uncertainties.

In their most recent report, Legal 500 noted that Ms. Wu is a leader of the JT&N Corporate and M&A practice and highly recommended, as well as being recommended for her work in the firm’s leading Energy and Projects practice, according Ms. Wu with special recognition as a “Leading Individual” in Corporate and M&A (the highest such ranking). Euromoney’s Asialaw likewise commended Ms. Wu’s performance in both Corporate and M&A, as well as in Energy and Natural Resources, and conferred recognition as a “Market Leading Lawyer” in Corporate and M&A (also the highest such ranking). Many of her clients commended Ms. Wu as “an experienced expert who can provide excellent legal services,” “always responsive,” “detail-focused,” and “having wide business networks as well as international team members.”

Ms. Wu also provides comprehensive services to multinational companies in connection with a complete range of investment activities and daily operational matters in China, including commercial transactions, corporate compliance, labor, and dispute resolution matters. Ms. Wu’s industrial expertise encompasses automotive, new energy, entertainment, TMT, and mining and natural resources, to name a few. Ms. Wu has also extensive experience in capital markets and finance matters.

Ms. Wu practiced law for nearly a decade with two prestigious international law firms in the United States: Sullivan & Cromwell (New York) and Kirkland & Ellis (Chicago). Ms. Wu was a partner in the Beijing office of Paul Hastings & Janovsky prior to joining the firm. She is licensed to practice law in China and the states of New York and Illinois, and is a member of the United States Supreme Court Bar.

Complementary to her professional responsibilities, Ms. Wu is active in a variety of public service affairs. She is a long-term supporter of “Yes We Do,” a charitable foundation with the mission of promoting well-rounded personal development among children in underdeveloped areas in China. Ms. Wu is also a loyal Cornellian, currently serving as “China Captain” for the Cornell International Lawyers Alumni Network (CILAN), and previously having served as President of the Cornell Law School Alumni Association Executive Board.

Work Highlights

■ Cross-Border M&A and Investment

· Lead Counsel to China Export & Credit Insurance Corporation in its proposed underwriting of acquisition by a Chinese port group of 47.5% equity interest in a Nigerian port. The total value of this deal is approximately USD154 million

· Lead Counsel to China Export & Credit Insurance Corporation in its proposed underwriting of investment by a Chinese fiber glass manufacturer in a fiberglass production line in the USA. The total value of this deal is approximately USD400 million

· Lead Counsel to China Export & Credit Insurance Corporation in a proposed offshore factoring project

· Lead Counsel to a Chinese consulting company with respect to a number of cross-border investment projects

· Lead Counsel to China Merchants Property Development (Beijing) Co., Ltd. in the negotiation of a lease agreement with an investment management company. The lease area is approximately 64,500 square meters. The total value of this deal is projected to exceed RMB1 billion

■ FDI: Joint Venture and M&A

· Lead Counsel to a multinational wind energy equipment manufacturer in its proposed acquisition of a majority shareholding of a Chinese wind energy equipment manufacturer controlled by a Hong Kong-listed company and subsequent joint venture with the other shareholder, also a Hong Kong-listed company. The total value of this deal is projected to be approximately USD500 million

· PRC Counsel to a USA professional sports association in its negotiation with its Chinese partner on the proposed investment in a reality TV show program

· Lead Counsel to Genoil Inc. in the establishment of its joint venture with Hebei Zhongjie Petrochemical Group Co., Ltd. in Hebei Province. The total value of this deal was approximately USD700 million.

■ Capital Markets

· Lead Counsel to a finance leasing company (a joint venture between State Grid and GE Capital) in a credit facility transaction. Lender was the New York Branch of the Agricultural Bank of China.

· PRC Counsel to Chinalco Mining Corporation International (HKEx: 3668), a subsidiary of the Aluminum Corporation of China, in its HKD3 billion IPO on the Main Board of the Hong Kong Stock Exchange

· PRC Counsel to Aluminum Corporation of China Limited ("Chalco," HKEx: 2600) and Chalco Hong Kong Investment Company Limited, a wholly-owned subsidiary of Chalco, in the issuance and offering of USD350 million senior perpetual bond in Hong Kong

■ FDI: Operational Matters

· External general counsel to CHEP (China) Company Limited, a Chinese subsidiary of Brambles Group, an Australian-listed logistics company, with respect to its daily legal matters, including but not limited to drafting and negotiating commercial contracts and dispute resolution

· PRC Counsel to an Australian lithium exploitation company in its proposed offtake agreement with and sale of shares to a Chinese lithium-battery manufacturer

· External counsel to multinational companies with respect to business operations, commercial transactions and investment matters. Sectors include food, logistics, aviation, energy, manufacturing, finance and E-commerce.

■ FDI: Labor Law

· Lead Counsel to a Canada-listed company in connection with registration of ESOP of its Chinese subsidiary and relevant compliance matters

· External PRC counsel to multinational companies with respect to labor law matters, including drafting and negotiating non-competition agreements, non-disclosure agreements, and employment contracts, as well as strategic planning for labor use and labor dispute resolution

■ FDI: Corporate Compliance

· External PRC counsel to multinational companies with respect to compliance matters, including anti-competition, anti-monopoly, customs, tax, environmental protection, foreign exchange, anti-corruption, anti-bribery, among other matters.

■ Dispute Resolution (Cross-Border and Domestic)

· Lead Counsel to China Export & Credit Insurance Corporation and its branches with respect to a number of export credit insurance disputes resolution matters

· Representation of Chalco Group and its subsidiaries in a number of M&A and joint venture projects and handling daily corporate matters and dispute resolution matters

·External PRC counsel to multinational corporations with respect to their disputes concerning joint ventures, business cooperation, transactions, and creditworthiness analysis on business partners.

■ Intellectual Property

· Representation of Huawei Device (Dongguan) Co., Ltd. with respect to a series of legal matters, including but not limited to, drafting and negotiating commercial agreements and dispute resolution matters

· Representation of a Peruvian lock manufacturer at the Supreme Court level with respect to its dispute with a Chinese international trade company with respect to the ownership of trademarks

· External PRC counsel to multinational companies with respect to IP matters, including drafting and negotiating licensing agreements, dealing with domain name infringement and trade secrets protection.

■ The Belt and Road Initiative

· Ms. Wu has been representing Chinese private companies, SOEs, sovereign funds, and multi-national companies in their investments in countries and regions along The Belt and Road Initiative regions. In these projects, her team has served as lead counsel to the client on a regular basis.

Education