一年已过，俄乌间的持续冲突依旧没有缓和迹象。面对各项制裁，成为“孤岛”的俄罗斯加强了与中国的贸易往来，这既为中国外贸带来新机会，也不免引发更大风险。为此，国际贸易领域律师也发现自己正变得愈发“抢手”。

 

过去一年，中俄贸易在全球不确定性中收获了确定性：中国海关总署发布的数据显示，2022年，中俄贸易额同比增长29.3%，达到1902.72亿美元。其中，中国对俄出口761.23亿美元，增长12.8 %；中国自俄进口1141.49亿美元，增长43.4%。俄罗斯总统普京表示，中俄2023年双边贸易额将达到2000亿美元。

“商业机会的确增多了，但企业也清醒地认识到风险的存在，因为美欧对俄罗斯发起了一系列出口管制、制裁措施，中俄交易不可避免地受到牵连，必须考虑风险问题。”

- 沈姿英，金诚同达律师事务所

金诚同达律师事务所高级合伙人沈姿英律师是服务于国际贸易领域的资深专家。过去一年，沈律师最直观的感受就是业务量增长、客户群体变多，中国企业拥有了更多市场空间。

自俄乌冲突爆发后，美国很快出台了一系列针对俄罗斯的制裁措施，包括将有关个人或实体列入SDN清单、禁止投资、限制美元结算、将俄罗斯多家银行从SWIFT系统中剔除、不断扩大对俄罗斯的出口管制物项等，欧盟、英国等也分别采取了相似政策。

沈律师介绍道，当美国、欧洲大量公司受到管制影响或担心面临制裁而从俄罗斯市场撤出后，中国企业发现了商业机会，希望扩大对俄交易，有很多企业来前来咨询法律相关建议。

“此外，相比于其他市场上的交易，在对俄交易中，中国企业的议价能力增加了。”沈律师说，因俄罗斯市场需求增长，中方拥有卖方市场的优势，商品价格由此有一定上涨，利润也随之增长。

沈律师还注意到中国企业在对俄交易中有了更大主动权。有中国企业反映，俄罗斯企业因缺少货源，变得更能够接受中方一些相对有利的商业条件。“比如有俄罗斯客户能做到预付款百分之百支付，然后中国企业才供货。在其他市场上，基本上不可能实现这样优厚的商业条件。”

在由此产生的法律服务需求方面，沈律师观察到以下增量：首先是在业务开展前帮助客户进行业务可行性、合规性的评估，在此基础上防范风险，即从进出口全流程详细梳理各个环节面对的风险，从交易物项、行业、交易对象、金融、物流等各个维度做出评估，拟定控制风险的措施，并根据相关政策修改交易合同。

第二是在风险真正发生后，为管理层提供决策和应对的建议，例如货物因受到制裁、在运输过程中被其他国家扣押，或是俄罗斯银行受制裁导致交易中的信用证结算出现障碍等情况，这类情况可能引起诉讼仲裁类案件。

沈律师还介绍，部分交易此前由中俄境外的国际律师事务所、会计师事务所处理，但俄乌冲突爆发后，境外机构因各种原因不再为涉俄交易服务，将此类业务转接给中国的中介机构。金诚同达就接触过此类案件。

另外，中国的机构密切关注俄乌冲突对中国企业带来的影响，部分课题由律师事务所共同研究分析，这也是应景而生的一项需求。

风险与机遇

“商业机会的确增多了，但企业也清醒地认识到风险的存在，因为美欧对俄罗斯发起了一系列出口管制、制裁措施，中俄交易不可避免地受到牵连，必须考虑风险问题。”沈律师说。

沈律师指出，除一级制裁外，美国也对部分俄罗斯实体施加次级制裁效力。次级制裁是美国对非美国实体和个人实施的制裁，即使交易与美国没有任何连接点也能触发对这些实体或个人的制裁。沈律师认为，次级制裁将对中国企业对俄业务带来更多隐患，律所需要帮助客户根据美国制裁措施全面排查业务对象、供应链等内容，以免客户不幸踏入次级制裁的“雷区”。

“国际贸易对于律师的要求比较高，需要能够在整个贸易链条上提供一条龙的服务。”在沈律师看来，“复合型”是在新的国际环境下律师应加强的方向，要对地缘政治、国家安全、产业链、国际组织相关公约等领域都有涉及，同时在合规、海关、贸易救济、诉讼仲裁等业务上均有一定认知。

“即使对某个方面了解不深，但需要意识到风险的存在，并能寻求律所里其他专业律师来协助。”沈律师介绍，金诚同达已经打造了专业的“大贸易”团队。

“中俄贸易业务给律所律师提出的另一个要求就是不断加强知识储备。” 在沈律师看来，须加强学习频繁变化的贸易规则，比如去年以来美国对俄罗斯进行多轮制裁、发布一万多项措施， 对2000多家俄罗斯公司和个人采取制裁，律师需根据客户所处行业及时提供参考意见。

现实情况也印证了这一观点。2023年2月24日，即俄乌冲突爆发一周年之际，美国宣布了新一轮对俄贸易禁运和投资限制措施，其中有5家中国实体被纳入出口管制的“实体清单”；一天后，欧盟也开始对俄罗斯实施第十轮制裁；3月2日，美国宣布将28家中国大陆企业与1家位于台湾地区的企业以违反美国国家安全与外交政策利益为由列入 “实体清单” ，对2家中国企业及20条船只实施制裁，还发布了《有关涉俄制裁的合规说明》……

在高压制裁氛围下，沈律师也注意到中国法律服务业有特殊发挥空间。由于外国律所不再为涉俄交易提供服务或者由于对中国律所的信任，中国企业更愿意将制裁合规风控业务交给中国律所来做。如果中国律师需寻求外国律所的协助，则会 “把需要帮助的具体事项抽象成一个一般法律问题，然后寻求外国同行的意见，这样就避免了外国同行无法提供服务的风险，也加强了沟通的安全性。”

保持警惕

俄乌冲突何时结束、以何种方式结束，尚未有定论。西方制裁层层加码，却似乎未能击溃俄罗斯，据俄罗斯联邦国家统计局的评估，2022年俄罗斯经济仅萎缩了2.1%，俄罗斯央行预计今年俄经济将处于萎缩1%到增长1%区间。

不管俄罗斯的抗打击能力如何，沈律师认为中俄贸易相关企业面对的风险不容小觑，2023年的风险很有可能加大。

“美国、欧盟一定会将管制措施落到实处，制裁将会趋严，辐射面会不断变广。”沈律师说，在此趋势下，更多中国企业可能被波及，如果某些业务过于依赖美国的物项，很可能存在断供的风险。

“美国在合规的‘虎皮’下设置了很多法律要求，也给中国企业造成更大负担。“沈律师说，除了俄乌冲突，人权、强迫劳动、ESG议题也是给中国企业设置阻碍的发力点，例如出台“维吾尔强迫劳动预防法”来限制产自新疆地区的货物进口，这些措施都会给中国企业带来更多困难。

面对层出不穷的风险点，沈律师认为从事国际贸易及合规相关法律服务的律师们在未来将有更多业务拓展机会。“明显感觉到中国企业风险意识提高了，更愿意为合规买单，中国律师能发挥的作用越来越大。”

“而在复杂环境下，律师只有先练好内功，才可以给中国企业提供更好的服务，继续保驾护航。”沈律师说。

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CHAOS AND OPPORTUNITY

As its ongoing conflict with Ukraine recently crossed the one-year mark, Russia is now increasingly isolated and facing sweeping sanctions from the West. This has caused the country to deepen ties with China, a trend that is bringing both growth and risks to Chinese companies. As a result, trade lawyers have found themselves increasingly in demand.

Sino-Russian trade was on a growth trajectory even prior to the Ukraine-Russia conflict, but the war – and the resulting sanctions – has served to deepen economic ties between the two powers. According to data released by the General Administration of Customs, in 2022, Sino-Russian trade increased by 29.3 percent year-on-year to reach $190.272 billion. Specifically, China's exports to Russia were $76.123 billion, an increase of 12.8 percent, while imports from Russia reached $114.149 billion, up 43.4 percent. Russian President Vladimir Putin has said he expects bilateral trade to reach $200 billion in 2023.

“While business opportunities for Chinese companies have indeed increased, they also bring with them risks. As the U.S. and Europe have imposed a series of export controls and sanctions on Russia, Sino-Russian trade will inevitably be implicated, and risks must be considered.”

- Shen Ziying, Jincheng Tongda & Neal

Shen Ziying, senior partner of Jincheng Tongda & Neal and a veteran of international trade, says that in the past year she has witnessed first-hand the increase in business volume, the diversification of client base and the expansion of market space for Chinese enterprises.

Since the outbreak of the Russia-Ukraine conflict, the United States has swiftly introduced a series of sanctions against Russia, including placing relevant individuals or entities on the SDN list, banning investment, restricting U.S. dollar settlement, removing many Russian banks from the SWIFT system, and constantly adding prohibited exports to Russia, among other punitive measures. The European Union and the United Kingdom have adopted similar policies.

As a result of these measures, a large number of U.S. and European companies have been exiting Russia, and Chinese companies are beginning to sense business opportunities, says Shen. As they expand their dealings with Russia, many of these companies are seeking legal advice.

"In addition, compared to other markets, in dealings with Russia, the bargaining power of Chinese enterprises has increased." According to Shen, the increase in demand from the Russian market has given Chinese enterprises the advantage of a seller's market. Accordingly, product prices have risen. So have profits.

She has also noticed greater control exerted by Chinese companies in transactions with Russia. Some Chinese companies said that Russian companies have become more receptive to some commercial terms that are more favorable to the Chinese side due to the lack of supply. "For example, some Russian customers agree to make full advance payment before Chinese companies start to supply products. It is practically impossible to have such favorable commercial terms on other markets,” she notes.

In terms of the resulting demand for legal services, Shen has observed growth in a number of areas. The first is to help clients assess business feasibility and compliance before they commence business, and to prevent risks on the basis of such assessments. Lawyers help clients evaluate risks in each step in detail throughout the entire import-export process, make assessments from various dimensions such as transaction items, industries, transaction counterparties, finance and logistics, develop risk control measures, and review transaction contracts according to relevant policies.

Another popular service is providing company management with suggestions for decision-making and response after risks happen, such as where products are being seized by other countries during transportation due to sanctions, or where transactions cannot be settled by letters of credit as a result of sanctions against Russian banks, etc. Such circumstances may lead to litigation and arbitration.

Shen also mentions that some transactions were previously handled by international law firms and accounting firms outside China and Russia. After the Russia-Ukraine conflict broke out, foreign firms stopped serving Russia-related transactions, and transferred their business to Chinese intermediaries. Jincheng Tongda & Neal has been among the firms benefiting from this trend.

In addition, Chinese governmental organizations are paying close attention to the impact of the Russia-Ukraine conflict on Chinese companies, and some research and analysis work is jointly handled by law firms, which is also an area where the firm has seen its work grow in the past year.

RISK AND REWARD

Shen notes that while business opportunities for companies have indeed increased, they also bring with them risks. “As the U.S. and Europe have imposed a series of export controls and sanctions on Russia, Sino-Russian trade will inevitably be implicated, and risks must be considered," she says.

She explains that in addition to primary sanctions, the U.S. has also imposed secondary sanctions on certain Russian entities. Secondary sanctions target non-U.S. entities and individuals and can be triggered even if a transaction has no connection with the U.S.. Shen believes that secondary sanctions will cause more hidden dangers to Chinese companies in their Russia business. Law firms need to help clients comprehensively review business partners, supply chains, etc. based on U.S. policies, so as to prevent clients from inadvertently being hurt by secondary sanctions.

"International trade has higher requirements on lawyers and requires them to be able to provide one-stop services along the entire trade chain," says Shen, adding that she believes "interdisciplinary expertise" is the direction that lawyers must work towards in the new international environment. They must possess some knowledge of geopolitics, national security, industry chains, relevant conventions of international organizations, and have a certain understanding of compliance, customs, trade remedies, litigation and arbitration and other practice areas, she notes.

"Even if you don't have a deep understanding of a certain area, you need to be aware of the existence of risks and seek assistance from other specialized lawyers in the firm," says Shen, noting that Jincheng Tongda & Neal has already built up a specialized international trade team.

In her view, lawyers must step up learning of frequently changing trade rules, as “another requirement imposed on lawyers by Sino-Russia trade is to continuously beef up their knowledge reserve." For example, since last year, the U.S. has imposed multiple rounds of sanctions and more than 10,000 measures on more than 2,000 Russian companies and individuals. Lawyers must provide timely advice based on the industries of clients.

Her view is confirmed by reality. On Feb. 24, the first anniversary of the Russia-Ukraine conflict, the U.S. announced a new round of trade embargo and investment restrictions on Russia, in which five Chinese entities were included in the Entity List for export control. One day later, the EU also began the tenth round of sanctions on Russia. On March 2, the US announced the inclusion of 28 Mainland Chinese companies and one company from Taiwan in the "Entity List" on the ground of violation of its national security and foreign policy interests, slapped sanctions on two Chinese companies and 20 ships, and released the Compliance Note on Russia-related Sanctions.

Amid the pressure of such sanctions, Shen has also noticed the greater role that China's legal services industry is beginning to play. Whether it is because foreign firms no longer provide services for Russia-related transactions, or because of trust in Chinese firms, Chinese companies are more willing to let Chinese law firms work on sanctions compliance and risk control. If Chinese lawyers need to seek assistance from foreign firms, they will "turn specific matters that need help into general legal issues before seeking the opinions of foreign counterparts, thus avoiding the risks of foreign counterparts being unable to provide services and strengthening communication security,” she says.

GREATER RISKS

The jury is still out there as to when and how the Russia-Ukraine conflict will end. Increasingly severe western sanctions have not been able to crush Russia. According to assessment by the Russian Federal Service for State Statistics, the Russian economy only shrank by 2.1 percent in 2022. Russia’s Central Bank predicts the economy to move within the range of 1 percent positive or negative growth this year.

Regardless of Russia's ability to withstand sanctions, Shen believes that risks faced by companies engaging in Sino-Russian trade cannot be underestimated, and that risks are very likely to increase in 2023.

"The US and EU will definitely implement the control measures very thoroughly. Sanctions will become more severe, and their coverage will continue to expand,” she says, adding that more Chinese companies may be caught amid this crossfire, and certain business that is too dependent on US supplies may face the risks of supply outage.

"The U.S. has set up many legal requirements under the pretext of ‘compliance’, which also imposes a greater burden on Chinese companies," notes Shen, adding that apart from the conflict between Russia and Ukraine, human rights, forced labor and ESG are also obstacles the U.S. has placed on Chinese companies, such as the introduction of the Uyghur Forced Labor Prevention Act to restrict imports originated from Xinjiang. These measures will cause more difficulties to Chinese companies.

In the face of ever-emerging risks, Shen believes that lawyers providing international trade and compliance-related legal services will have more opportunities to expand business in the future. "It is clear that the risk awareness of Chinese companies has increased and that they are more willing to pay for compliance services. Chinese lawyers can play an increasingly bigger role,” she says. “In a complex environment, lawyers must sharpen their expertise so as to better serve Chinese companies and safeguard their interests.”