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I. Core Framework and Policy Breakthroughs of the Catalog

The release of the Catalog of Green Finance Supported Projects (2025 Edition) (hereinafter referred to as the Catalog) marks China's green finance standards system entering a phase of unified and refined development. This catalog integrates the core content of the original Green Bond Support Project Catalog (2021 Edition) and the Green and Low-Carbon Transition Industry Guidance Catalog (2024 Edition), forming a classification system covering nine major sectors: energy-saving and carbon-reduction industries, environmental protection industries, resource recycling industries, green and low-carbon energy transition, ecological protection, restoration, and utilization, green infrastructure upgrades, green services, green trade, and green consumption. It details over 200 specific economic activities. Its policy breakthroughs are primarily reflected in the following three aspects:

(1) Unified Standards

For the first time, it achieves convergence between green credit and green bond recognition standards, resolving the long-standing issue of regulatory arbitrage. For example, the “pollution prevention and control facility construction” in the original green bond catalog and the “environmental governance projects” in green credit statistics have been consolidated into a unified secondary classification of “environmental protection industry” in the Catalog, clarifying technical standards and industry codes. This adjustment significantly reduces compliance costs for financial institutions while requiring lawyers to concurrently review dual compliance for both credit and bond issuance during project financing stages.

(2) Expanded Scope

Two new sectors—green trade and green consumption—have been added, forming a comprehensive support system spanning “production—distribution—consumption.” In green trade, the Catalog covers dozens of tertiary classifications including energy-efficient equipment trade and green agricultural product trade. For instance, new energy vehicle component export projects can access financing through green credit. In green consumption, the purchase of new energy vehicles and green low-carbon building consumption are explicitly included in the support scope. Examples include low-interest loans for individuals purchasing pure electric vehicles and green supply chain financial products for enterprises procuring energy-saving equipment.

(3) Technology Precision

Specific technical indicators are established for emerging fields like information infrastructure and hydrogen energy storage. For instance, data centers must meet designated energy efficiency standards, while hydrogen production projects require low-carbon technologies. This necessitates lawyers incorporating technical experts into due diligence to translate project feasibility into legal terms—such as stipulating technical compliance clauses and breach of contract liabilities in agreements.

A Multidimensional Deconstruction of Opportunities in Legal Practice

The implementation of the Catalogue will reshape the demand structure for green finance legal services. Lawyers must build professional competency systems across the following five key areas:

(1) Project Financing and Transaction Structure Design

1. Green Bond Issuance

Lawyers must assist issuers in achieving dual compliance: meeting both the industry classification requirements of the Catalogue and the ESG disclosure standards outlined in the Stock Exchange's “Self-Regulatory Guidelines for Listed Companies — Sustainability Reporting (Trial Implementation).” For instance, green bond prospectuses must quantitatively disclose project carbon reduction benefits (e.g., annual standard coal savings, CO₂ reduction volumes) and incorporate independent third-party verification of environmental impacts. Cross-border green bond issuances further require navigating discrepancies between international requirements and China's Catalogue—such as the EU's stringent “no significant harm” principle potentially precluding dual certification for certain projects.

2. Structured Green Credit Arrangements

For transition projects in high-carbon industries, lawyers can design transition finance instruments. For instance, in green retrofitting projects for steel enterprises, the “green credit + carbon quota pledge” model can be employed, using future carbon trading revenues as repayment sources. Contracts may include carbon price fluctuation trigger clauses to dynamically adjust interest rates. Furthermore, regional policy variations in incentive schemes require lawyers to be familiar with local green finance innovations to assist clients in applying for specialized subsidies.

3. Green Asset Securitization

Lawyers must lead underlying asset selection and cash flow structuring. For instance, in photovoltaic power plant securitization projects, ensure underlying assets meet the “Solar Energy Utilization Equipment Manufacturing” technical standards in the Catalogue. Prioritize electricity subsidy income and carbon reduction revenues as repayment sources while mitigating investor risk through credit enhancement measures like shortfall payment commitments and liquidity support.

(II) Compliance Review and Risk Management

1. Environmental Legal Due Diligence

Lawyers must establish a three-dimensional review system:

Policy Compliance: Verify whether the project falls under prohibited or restricted categories in the Catalogue;

Technical Compliance: Examine whether the project meets energy efficiency and environmental protection standards;

Procedural Compliance: Confirm the project has obtained administrative approvals such as environmental impact assessment approvals and carbon emission quota allocations.

2. Climate Risk Management

Based on the TCFD framework, lawyers should assist enterprises in establishing climate-related financial disclosure mechanisms. For instance, in wind power projects of power companies, the impact of extreme weather (e.g., typhoons) on project revenues must be analyzed, with stress test results disclosed in prospectuses. Additionally, cross-border projects must address international regulatory differences—such as the EU's requirement for scope carbon emissions disclosure—where lawyers should design supply chain data collection agreements clarifying disclosure obligations for all parties.

3. Anti-Money Laundering and Anti-Fraud

For green consumption credit models, lawyers must guard against “greenwashing” risks. For instance, in e-commerce platforms' green credit programs, credits must be restricted to green product redemption, prohibiting credit circulation or conversion into virtual currencies. Blockchain technology should ensure traceability of credit flows. If platforms fabricate consumption scenarios to fraudulently obtain green loans, lawyers must promptly initiate risk isolation measures to prevent criminal liability for illegal fundraising or pyramid schemes.

(III) Cross-Border Green Investment and Dispute Resolution

1. Adapting to International Rules

In Southeast Asian renewable energy projects, lawyers must navigate multi-jurisdictional compliance challenges. For instance, foreign ownership restrictions in a country's Foreign Investment Law can be circumvented through a “equity + intellectual property layered transaction” model. This involves overseas investors acquiring core patent usage rights via technology licensing agreements while achieving tax optimization through a Singaporean intermediate holding platform. Additionally, the green standard mutual recognition mechanism under the RCEP framework offers institutional dividends for cross-border compliance.

2. Cross-Border Dispute Resolution

The green loan dispute case mediated by the Changji Court in Xinjiang demonstrates that lawyers must incorporate industry-specific considerations into dispute resolution. For instance, in repayment disputes involving tree seedling cultivation projects, a “repayment by sales cycle” plan can be designed. This approach aligns major repayment milestones with the peak seedling sales season in July each year, balancing financial institutions' debt recovery with the enterprise's operational continuity.

(IV) ESG and Information Disclosure Legal Services

1. ESG Reporting and Assurance

Lawyers must assist listed companies in fulfilling triple disclosure obligations:

Quantitative disclosure: e.g., green revenue proportion and R&D intensity as required by the Catalog; Qualitative disclosure: e.g., board performance in climate risk management;

Scenario analysis disclosure: e.g., business impact assessments based on IPCC temperature rise scenarios. Additionally, lawyers may collaborate with accounting firms and environmental consultancies to form interdisciplinary teams for third-party verification of ESG data, enhancing report credibility.

2. Carbon Market Legal Services

Following the expansion of China's national carbon market to sectors like steel and cement, lawyers must provide full-cycle services:

Allowance Management: Assisting enterprises with carbon emissions accounting, allowance settlement, and designing allowance pledge financing schemes;

Carbon Trading Compliance: Representing enterprises in carbon futures and options trading while mitigating risks such as market manipulation and insider trading;

Carbon Asset Securitization: Securitizing future carbon allowance revenues to provide liquidity support for enterprises.

(V) Policy Response and Institutional Innovation

1. Standard Alignment and Rule Creation

Lawyers can participate in localizing international standards. For example, introducing climate scenario analysis methods under the TCFD framework to domestic enterprises and designing stress testing models tailored to China's industry characteristics. Additionally, in green financial product innovation, lawyers should drive the formulation of industry self-regulatory rules, such as valuation guidelines for underlying assets of green REITs and actuarial standards for green insurance products.

2. Policy Advocacy and Risk Early Warning

Lawyers should establish policy monitoring systems to dynamically track revisions to the Catalogue. For instance, technical standards in emerging fields like hydrogen energy and energy storage may evolve with industry development. Lawyers must promptly advise clients to adjust project plans to avoid compliance risks arising from updated standards. Furthermore, in response to international policy shifts, lawyers should design carbon cost transfer mechanisms for exporting enterprises—such as incorporating “carbon tariff compensation clauses” into international trade contracts.

Strategic Pathways for Building Three Professional Competencies

(I) Knowledge System Reconstruction

Lawyers must develop a T-shaped knowledge structure: vertically deepening expertise in core areas like financial securities law and environmental law, while horizontally expanding interdisciplinary knowledge in climate change science and energy technology.

(2) Technology-Empowered Legal Practice

Leverage legal tech tools to enhance service efficiency:

Smart Contracts: Automate operations like accounts receivable pledging and carbon allowance transfers in green supply chain finance.

Big Data Analytics: Use machine learning to identify “greenwashing” risk indicators in green projects (e.g., abnormally high carbon reduction intensity).

Blockchain Evidence Storage: Maintain tamper-proof, end-to-end records of ESG data to meet regulators' requirements for look-through oversight.

(III) International Collaboration Networks

Law firms should establish cross-border service alliances, forming strategic partnerships with international law firms, accounting firms, and carbon consulting companies. For instance, in new energy projects, collaborate with international law firms to design equity structures and optimize tax strategies.

IV. Conclusion

The implementation of the Catalogue marks China's green finance entering a new “standard-driven” phase, requiring lawyers to evolve from compliance executors to value creators. In project financing, they should reduce costs through structured innovation; in cross-border investments, resolve regulatory conflicts by adapting rules; and in dispute resolution, balance stakeholder interests through industry-specific analysis. As carbon markets expand, ESG disclosure deepens, and international standards converge, lawyers' professional value will further emerge as the pivotal link connecting policy objectives, market demands, and technological innovation.