Taihe: A Lawyer’s Story | Planting Flowers Within the Rules — A Non-Litigation Attorney’s Decade-Long Journey in Compliance Practice

In 2015, I joined Taihe immediately after completing my graduate studies and have remained there ever since. Over more than a decade of practice at Taihe, I have devoted myself almost exclusively to one task: “drawing the line” within the capital markets. My primary battleground encompasses securities‑related legal work, including New Third Board listings, corporate compliance for listed companies, and private equity investments. To outsiders, non‑litigation lawyers may seem like the capital markets’ “makeup artists,” but I know full well that I am, in fact, the market’s “quality inspector” and “gatekeeper.” Particularly in recent years, with the implementation of the Regulations on the Filing and Administration of Securities Service Activities by Securities Service Institutions, the revision of the Measures for the Administration of Law Firms Engaging in Securities‑Related Legal Services, and the promulgation of the Regulatory Rules Application Guidance—Legal Category No. 2: Detailed Rules for the Practice of Law Firms in Legal Services Related to Initial Public Offerings and Listings, the regulatory sword has hung ever more sharply, and professional risks have risen steeply. Over these ten years, the defining hallmark of my practice has been reduced to just four words: Rule awareness 。

I. Entering the Profession and Making a Choice

Q: What was the catalyst or who was it that led you to decide to become a lawyer? Looking back today, do you still hold on to that original aspiration?

I earned both my undergraduate and graduate degrees in law. Upon completing my master’s, I chose Taihe because of its deep expertise in capital markets. At the time, my original aspiration was to help companies grow by harnessing the power of capital. A decade later, that初心 remains unchanged, though its substance has been profoundly reshaped. Once, my goal was to “resolve problems” for businesses; today, I am even more committed to helping them “prevent problems.” Under the comprehensive registration‑based system, regulatory logic has shifted from “strict entry, lenient oversight” to “lenient entry, strict oversight,” transforming the lawyer’s role from that of a “gatecrasher” to a “gatekeeper.” This profound respect for the rules is the unwavering初心 that guides me to this day—and it also defines the ethical底线 of my practice.

Q: What do you consider to be the most significant difference between litigation and non-litigation practice? If you have experience working across both fields, how would a litigation lawyer view a non-litigation lawyer, and vice versa?

In my view, the most significant distinction between litigation and non-litigation does not lie in the form of the documents or whether one speaks in court, but rather in… “The arrow of time” points in different directions. : Litigation is “Retrospective” Yes, non-litigation is “Constructiveness” Of.

Litigation lawyers are more like “historians” and “debaters.” They must delve into the past, piecing together the truth from a vast array of fragmented evidence, and then, within the confines of the established legal framework, engage in vigorous adversarial proceedings to secure a favorable judgment. Their battleground is the “past tense,” and their core lies in… “Discovering the Facts” 。

Non-litigation lawyers—especially those of us practicing in the securities field—are more like “architects” and “quality inspectors.” We operate in the “future tense,” working within the red lines set by the Securities Law, the Company Law, and a myriad of regulatory rules to help companies construct their listing frameworks and map out investment pathways. Our core mission is not to debate who was right or wrong about what has already happened, but rather to chart a compliant course for the road ahead.

Today, non-litigation securities work increasingly demands a “litigation mindset.” In the past, during due diligence, we tended to rely heavily on document review, daring to report compliance as long as the formal requirements were met. But that approach no longer suffices: Guideline No. 2 requires us to conduct “look-through verification” of certain material matters. At such junctures, the kind of analytical rigor characteristic of litigation lawyers becomes indispensable. “Get to the bottom of it” That spirit of relentless inquiry is precisely the短板 we need to address. I’ve observed that top‑tier litigation lawyers, when handling non‑litigation matters, are exceptionally adept at identifying “hidden time bombs”—such as concealed related‑party transactions or undisclosed side agreements. They approach issues from a multidimensional perspective, always asking themselves, “If this were to end up in court, how would the judge view it?” This kind of anticipatory insight is critical for drafting legal opinions that can withstand rigorous regulatory scrutiny.

Conversely, from my observations, litigation lawyers used to view non-litigation lawyers as little more than “document‑handlers” or “template‑molders”—believing we merely stuffed templates and piled up boilerplate. But as regulatory oversight has increasingly tightened intermediary liability, that perception is shifting. Today, non-litigation lawyers—especially securities lawyers—may now be seen by litigation attorneys as… “Risk Control Officer” 。

So, in my view as a non-litigation lawyer, the ideal collaborative model is: Examining the non-litigation “blueprint” through the “microscope” of litigation. We must learn to approach our non-litigation matters with the skeptical eye of a litigation lawyer: within the bounds of regulatory requirements, we should meticulously verify every fact and thoroughly disclose every risk. After all, whether in litigation or non‑litigation, the ultimate bottom line comes down to those four weighty words: Diligent and responsible 。

II. Major and Career Development

Q: If one aspires to become a professional lawyer, how long does the typical transition period last? How did you navigate this stage?

In the securities law practice, the transition period has been significantly extended. The first three years are devoted to laying the groundwork and becoming familiar with the procedures. The real transformation began after the issuance of “Guideline No. 2.” Previously, when pursuing a listing on the New Third Board, certain deficiencies could often be brushed aside through “explanatory statements.” However, Guideline No. 2 imposes nearly stringent due‑diligence requirements regarding the issuer’s historical evolution, shareholder eligibility, related‑party transactions, and other matters. I recall that, in order to verify the source of capital for an LP in a limited partnership held by a prospective listed company, my team and I reviewed hundreds of bank transaction records and even conducted face‑to‑face confirmation letters. This process taught me that today’s practicing lawyers must possess detective‑like investigative skills and a meticulous, almost obsessive‑compulsive habit of maintaining thorough documentation—there are no shortcuts.

Q: How can lawyers achieve specialization? In your view, what are the most essential professional qualities that an outstanding lawyer should possess?

In the securities industry, professionalization means “standardized operations.” In the past, competition hinged on who had the strongest connections or the best writing skills; today, it comes down to who produces the most robust audit working papers and who provides the most comprehensive risk disclosures. In my view, the most essential competency is a sense of procedural fairness.

For example, under the Measures for the Administration of Law Firms Engaging in Securities‑Related Legal Services, lawyers are required to render independent opinions. Last year, during an IPO project, the sponsor requested that we issue a relatively optimistic opinion on a particular land‑ownership issue, since the accountants had already provided their own explanation. However, I insisted that the company obtain the original records from the Natural Resources Bureau and secure a compliance certificate issued by the government. Even if this would delay the timeline, I felt it was essential to proceed this way. Under Guideline No. 2, a lawyer’s duty of due diligence is independent and cannot rely on the conclusions of other intermediaries. Such steadfast adherence to procedural rigor is the highest form of responsibility to our clients and the best safeguard for our professional integrity.

Q: In your view, what work habits should an outstanding lawyer cultivate?

First of all, “Draft Thinking” Since the Regulations on the Filing and Administration of Securities Service Activities by Securities Service Institutions strengthened the “filing” obligations of intermediary institutions, I have developed the habit of ensuring that every conclusion is supported by written evidence. Verbal commitments are invalid in securities transactions; everything must be based on written documentation.

Secondly, “Update Knowledge Base” Regulatory guidance is updated almost every year, and I require my team to set aside half a day each week to thoroughly review the latest cases issued by the CSRC and the stock exchanges. For example, with the recent tightening of standards for “funds‑flow verification,” if we were still applying the criteria from three years ago, that would constitute negligence.

Finally is “Risk Isolation” Before issuing the legal opinion, I adopt the perspective of a regulatory reviewer and ask myself: If I were the reviewer, would I question this conclusion? If so, I must strengthen the supporting evidence.

Q: Have you ever experienced periods of intense pressure during your practice? How did you manage to regain your composure?

The most stressful moments often arise from dilemmas. Two years ago, a company we were advising—on the verge of filing for an IPO—was discovered to have had a minor instance of funds misappropriated by its actual controller. The amount was small, but the nature of the issue was sensitive. The company hoped we would downplay it, believing that repayment alone would resolve the matter. However, I knew full well that, under the latest regulatory guidance, any breach of integrity is grounds for an automatic rejection. Those days, I was consumed by anxiety, poring over the “Regulatory Rules Application Guide—Legal Category No. 2.” Its provisions felt like a tightening vise. In the end, I stood firm under pressure, urging the company to disclose the matter truthfully in its legal opinion and to implement rigorous internal control and remediation measures. Although the client initially struggled to understand, during subsequent inquiries, the reviewers actually commended our thorough disclosure and well‑executed corrective actions, ultimately affirming our commitment to integrity. That experience reinforced my conviction: Compliance is the fastest path to efficiency, while risk is the greatest cost. 。

III. Business and Insights

Q: In your view, where does the importance of non-litigation practice lie in the overall operation and development of the firm?

Today, non-litigation practice—particularly securities‑related legal work—has evolved from a “value‑added service” into an essential necessity. With the rigorous enforcement of the Measures for the Administration of Law Firms Engaging in Securities‑Related Legal Services, lawyers’ signing authority now carries substantial risks of joint and several liability for damages. This compels us to act like woodpeckers, identifying and addressing the hidden malfeasance within corporate entities.

I have witnessed cases in which peers failed to identify implicit guarantees provided by companies, resulting in investor claims. That’s why, when I speak with clients today, my first words are often: “My job is to help you defuse risks, not to plant them.” Our role is to ensure, through thorough due diligence, that the information disclosed by a company is truthful, accurate, and complete—protecting not only investors but also the company itself from the risk of delisting due to misrepresentation.

Q: If you have experience with international cases or cross-border projects—working with clients or adversaries from different legal jurisdictions or cultural backgrounds—what has been the greatest challenge or insight you’ve encountered?

When handling projects involving the repatriation of red-chip structures or VIE arrangements, I have come to deeply appreciate the trend toward “long-arm jurisdiction” in China’s regulatory framework. Whereas in the past we would simply review overseas legal opinions, today regulators require us to verify the compliance of the offshore structure—ensuring it adheres to China’s foreign‑investment access and foreign‑exchange management rules. This necessitates that we develop robust cross‑jurisdictional rule‑linking capabilities. My key takeaway is this: no matter how complex the transaction structure may be, its underlying logic must align with China’s domestic regulatory requirements. We cannot afford to relax our scrutiny of domestic compliance merely because an overseas counsel has declared it “no problem.” Such a “dual‑compliance” mindset has become an essential skill for securities lawyers in the new era.

IV. Customer Relationships and Interaction

Q: How do you typically interact with clients? What key considerations should you keep in mind when communicating with them?

Today’s clients are increasingly knowledgeable. In dealing with them, I no longer see myself merely as the “party B”; more often, I act as a risk‑management consultant. During discussions, I strive to translate complex legal provisions into plain business language—while never compromising on our core red lines.

For example, when a client proposes using a side agreement to circumvent lock-up periods or performance‑guarantee obligations, I promptly cite the relevant provisions of the Securities Law and recent landmark enforcement cases, explaining: “It’s not that I’m being inflexible—it’s that regulatory rules simply don’t permit it. If such arrangements are substantiated, not only will the company face penalties, but the signing attorney will also bear legal liability.” Over time, clients come to respect this seemingly rigid stance, recognizing that such steadfast adherence helps them avoid potentially devastating consequences.

V. Taihe and the Platform

Q: Why did you choose to join Taihe in the first place? What aspects of Taihe attracted you?

I chose Taihe upon graduating with my master’s degree because the firm enjoys a leading position in Jiangsu’s capital markets legal services sector and is widely regarded as the “Whampoa Military Academy” of non-litigation practice in the province. Over the past decade, what has most drawn me to Taihe is its deeply ingrained compliance culture. Here, senior partners mentor newcomers, and the very first lesson is always “risk prevention.” This ethos has become all the more valuable since the implementation of the Regulations on the Filing and Administration of Securities Service Activities by Securities Service Institutions. Taihe has established a rigorous quality‑control system, under which every document submitted for approval undergoes a thorough review by the internal review department. This “collective compliance” framework provides me with a solid foundation when tackling complex capital markets matters.

Q: At Taihe, what support or influence has your team or your partners provided you? How is Taihe’s “mentorship and knowledge-sharing” culture reflected in your experience?

My mentor is Attorney Li, a partner in the Capital Markets Department at Taihe. He often says, “Every sentence in a legal opinion must be supported by evidence in the working papers.” I still remember the first time I independently drafted a PE investment agreement—I thought it was flawless—only to have him revise it three times. The first round restructured the logic, ensuring a clearer correspondence between “investor rights” and “company obligations”; the second refined the language, replacing “shall” with “has an obligation” to better reflect the rigor of legal documents; and the third standardized the formatting, even aligning punctuation and indentation. He told me, “Clients may not scrutinize every word, but they will sense your professionalism. Respect for detail matters more than anything else.” Now, as I mentor younger lawyers, I pass on what my mentor taught me: for instance, I have them start by assisting me in organizing the working papers for three projects, then practice drafting a simple shareholders’ resolution, and only after that do I entrust them with independent responsibility for a specific module. This hands‑on, step‑by‑step approach is not merely about teaching how to get things done; it’s about teaching how to be a lawyer—professional, empathetic, and accountable.

Q: What additional initiatives or support would you like to see Taihe undertake in the future, whether in terms of lawyer development or business expansion?

I hope Taihe can organize more cross‑disciplinary exchanges. For example, non‑litigation lawyers could attend sessions to learn litigation attorneys’ courtroom techniques, while litigation lawyers could gain insight into the transactional logic of non‑litigation work. Today’s clients increasingly seek integrated solutions: a single M&A deal may involve both non‑litigation due diligence and transaction structuring, as well as litigation‑focused dispute‑resolution strategies. With a broader, cross‑functional perspective, lawyers can deliver more comprehensive services to their clients. In addition, I hope the firm will provide greater support for young lawyers to participate in industry forums and academic conferences, ensuring that our voices are heard not only in client meeting rooms but also on the broader stage of the legal profession.

VI. Creed and Message

Q: What is your professional creed? How do you view the social responsibility of the legal profession, and how do you balance social responsibility with economic interests?

My professional creed is: “With reverence in our hearts, we know when to stop.”

In the field of securities legal services, social responsibility and economic interests have never been mutually exclusive. If we turn a blind eye to client fraud in pursuit of short-term legal fees, investors will ultimately suffer, market confidence will erode, and lawyers may face license revocation or even criminal liability. Conversely, by strictly adhering to the Measures for the Administration of Securities Legal Practice by Law Firms and helping enterprises operate in compliance, we may lose some clients seeking quick gains in the short term; yet in the long run, we earn the market’s trust and respect. It is this compliance‑based reputation that constitutes a law firm’s most valuable asset.

Q: What advice would you most like to offer to young lawyers who have just begun practicing?

The current regulatory environment places unprecedented demands on young lawyers. My recommendation is: Don’t try to circumvent the rules—embrace them.

When you take on a new project, don’t first focus on how to “package” it for an IPO; instead, prioritize identifying and dissecting risks through thorough due diligence. Treat studying documents like the “Regulatory Guidance on the Application of Rules—Legal Category No. 2” as a daily essential. In this industry, recklessness is a shortcut to disaster, while meticulousness and strict adherence to regulations are the sure path to partnership. Remember: the pen in our hands wields immense power, safeguarding the interests of millions of investors—there is simply no room for carelessness.

Conclusion

Over the past decade, I have journeyed from an inexperienced graduate student to a practicing lawyer navigating the delicate balance of regulatory compliance. I have witnessed the tumultuous evolution of the capital markets and personally experienced the profound reshaping of the securities‑law practice. Under the constraints of the registration‑based system and new regulations, the risks inherent in legal practice have indeed grown—but this has also compelled us to return to the very essence of professional integrity. During my ten years at Taihe, I have learned to tread carefully within the confines of official seals while seeking freedom within the framework of the law. Looking ahead, I will remain a steadfast “gatekeeper,” relying on professionalism and prudence to safeguard the rule of law in the capital markets.

Wang Yuehua, Taihe Law Firm

Attorney Wang Yuehua is the Organizational Committee Member of the Taihe Party Branch and Deputy Director of the M&A and Restructuring Practice Committee. She holds a Master’s degree in Civil and Commercial Law and is a Level‑3 lawyer. She currently serves as a member of the Party Building Research and Guidance Specialized Committee and the M&A and Restructuring Legal Professional Committee of the Nanjing Lawyers Association, and as an arbitrator at the Huangshan Arbitration Commission. She is also qualified to practice in the fund and securities sectors.

Attorney Wang primarily practices in securities issuance and listing, ongoing legal services, mergers and acquisitions and corporate restructuring, corporate matters, private equity and venture capital investments, corporate governance and equity‑based incentive plans, as well as commercial litigation.

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