Terms of Reference (TOR)
Independent Legal Opinion on NAPP's Engagement Model in China
1. BACKGROUND
Fairtrade Network of Asia and Pacific Producers (NAPP) is a non-profit organisation registered in Singapore. NAPP supports and represents Fairtrade-certified producer organisations across Asia and the Pacific, including approximately 30 certified producer organisations in China.
For many years, NAPP has worked with producers in China through a locally based consultant. The consultant supports producer engagement, communication, coordination, capacity building, governance participation, and other related activities.
NAPP wishes to obtain an independent legal opinion on its current engagement model in China. The purpose is to better understand the legal position, identify any legal risks, and support future management and Board decisions.
2. OBJECTIVE
To obtain an independent legal opinion on NAPP's current engagement model in China and identify legally compliant options for continuing its work with Fairtrade-certified producers.
3. SCOPE OF THE LEGAL OPINION
In preparing the legal opinion, the law firm is requested to consider the following matters.
A. Current Engagement Model
- Based on the information provided by NAPP, is the current engagement model legally permissible under the laws and regulations of the People's Republic of China?
- Does the current engagement model create any legal obligations under the PRC Overseas NGO Law or any other applicable laws or regulations?
- Are there any legal risks or areas of legal uncertainty associated with NAPP's current engagement model?
B. Role of the China-based Consultant
- Does the current role of NAPP's China-based consultant create any legal or regulatory risks for the consultant?
- Are there any legal or contractual measures that NAPP should consider to better protect the consultant?
C. NAPP's Activities in China
Please provide your legal opinion on the legality of the following activities under the current engagement model:
- Communication with producer organisations.
- Online and in-person meetings.
- Training and capacity building.
- Technical support and advisory services.
- Coordination of regional activities.
- Governance participation. •Election-related activities.
- Coordination of international travel and meetings.
If any activity requires registration, approval, or another legal arrangement, please explain.
D. Legal Risks for NAPP
- What are the main legal and regulatory risks for NAPP under its current engagement model?
- Are there any legal implications for NAPP's Board, Management, or officers arising from the current engagement model?
E. Future Operating Options
- Based on the information provided, is NAPP legally required to establish a Representative Office or any other legal presence in China?
- If not, what legally compliant alternatives are available?
- What are the main legal advantages, limitations, and risks of those alternatives?
F. Professional Recommendation
Based on your professional opinion, what operating model would you recommend for NAPP to continue fulfilling its organisational mandate in China while complying with applicable Chinese laws?
Are there any immediate actions that NAPP should take while considering longerterm arrangements?
4. EXPECTED DELIVERABLES
A. Written Legal Opinion
A written legal opinion signed by a qualified legal practitioner addressing the questions set out in this Terms of Reference.
The legal opinion should provide sufficient analysis to support its conclusions and recommendations. At a minimum, it should include:
- legal analysis of each question raised in this Terms of Reference;
- applicable laws and regulations;
- conclusions and legal reasoning;
- identification of key legal risks and areas of legal uncertainty (where applicable); and
- practical recommendations for NAPP.
Where different legal interpretations or operating options exist, the legal opinion should explain the legal basis, advantages, limitations, and associated risks of each option.
B. Executive Summary
A concise executive summary (2–3 pages) highlighting:
- key legal findings;
- principal legal risks;
- recommended operating model; and
- recommended next steps.
C. Presentation
One online presentation to Management and/or the Board summarising the legal opinion and responding to questions.
5. INFORMATION AND ACCESS
The selected law firm will be provided with relevant documents and information reasonably required to prepare the legal opinion.
NAPP will facilitate meetings with relevant Management representatives to:
- explain NAPP's current engagement model in China;
- clarify factual matters relevant to the legal opinion; and
- respond to reasonable requests for additional information during the engagement. The law firm may identify any additional information or documentation required to support its legal analysis and conclusions.
6. SUBMISSION OF PROPOSAL
Interested law firms are invited to submit:
- a brief description of their understanding of the assignment;
- the proposed legal team;
- an estimated timeline; and
- a professional fee proposal.
Proposal Submission
Please submit your proposal by 7 August 2026 to:
Subject: Proposal – Independent Legal Opinion on NAPP's Engagement Model in China
Kindly note that all proposals, supporting documentation, and related correspondence should be submitted in English to facilitate the evaluation process
Only shortlisted firms may be contacted for further discussion.