China Legal Business 5.5

ISS

UE

5.5

CHINA

www.asianlegalonline.comwww.asianlegalonline.com

DEALS ROUNDUP LATERAL MOVES IN-HOUSE VIEW REGULATORY UPDATES UK, US REPORTS

ALB Special Report: NanjingSouthern capital going north六朝古都开拓现代法律服务业六朝古都开拓现代法律服务业

FIE ListingsNew dynamic in the A-share market外企登陆将推动A股市场国际化外企登陆将推动A股市场国际化

Sovereign wealth funds Tapping into the billions“外包”战略催生法律服务需求“外包”战略催生法律服务需求

AND THE WINNERS ARE...ALB China Law Awards 2008

results announced!业界精英齐聚上海见证年度颁奖盛典业界精英齐聚上海见证年度颁奖盛典

Xiao Wei, Jun He, China Law Firm of the Year Celia Lam, Linklaters, International Dealmaker of the Year

ALB In-house Legal Summits are elite forums tailored exclusively for the region’s leading in-house counsel. Following overwhelming success in Singapore, Hong Kong, India, Korea, China, ALB In-House Legal Summit will be staged in Beijing for the fi fth year. An extensive range of focused practice area workshops are combined with interactive panel discussions and networking opportunities at this“must attend” legal event of 2008.

GREAT REASONS TO ATTEND:• IN-DEPTH WORKSHOPS FOCUSING ON THE LATEST LEGAL ISSUES PRESENTED BY TOP LAW FIRMS• OPPORTUNITIES TO NETWORK AND MEET LEADING LEGAL EXPERTS AND COLLEAGUES• PANEL DISCUSSION ON THE VITAL ROLE OF IN-HOUSE COUNSEL BY SOME OF CHINA’S MOST

DISTINGUISHED SPEAKERS

For further information and registration, please contact Gina Wong,[email protected] or tel: (852) 2815 5988

For sponsorship opportunities, please contactBrenda Lau, [email protected] or tel: (852) 2545 9930Peter Chau, [email protected] or tel: (852) 2545 8806Yvonne Cheung, [email protected] or tel: (852) 3520 1361

IN-HOUSE LEGAL SUMMIT BEIJING

www.theinhousesummit.com

BEIJING

HONG KONG

MUMBAI

SEOUL

SHANGHAI

SINGAPORE

TOKYO

BEIJING • 6 NOVEMBER 2008

SWISSOTEL HOTELNO.2 CHAO YANG MEN BEI DA JIE, BEIJING, P.R.CHINA

exclusively for in-house counsel and senior business leadersALB

Workshop Sponsor

Another event organised by

Offi cial Media Partner

Luncheon SponsorshipAssociate Sponsorship

1

ALB China enjoys alliances with the following organisations

Inter-Pacifi c Bar Association Corporate Counsel Forumwww.ipba.org

Corporate Lawyers Association of New Zealandwww.clanz.org

Indian Corporate Counsel Association

www.asianlegalonline.com/icca

ALB is the Asia-Pacifi c Legal Media Partner of the IPBA Annual Conference Los Angeles 2008

ALB was a sponsor of the International Bar Association Annual Conference Chicago 2006www.ibanet.org

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law fi rm with over 500 lawyers worldwide. Paul, Weiss is headquartered in New York and has offi ces in Hong Kong, Beijing, London, Tokyo and Washington D.C.

Country editorsThe Regional Updates section of ALB China is sponsored by the following fi rms:

Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law fi rms, the fi rm serves its clients in their regional needs. The fi rm has been regularly noted for its IPO, M&A and general corporate work.

Singapore

Copyright Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the

express permission of the editor. Contributions are invited, but copies of work should be kept, as ALB China can accept no

responsibility for loss.

www.asianlegalonline.com

HONG KONGUnit 2706 – 08, 27/F, 118 Connaught

Road West, Hong KongT (852) 2815 5988; F (852) 2815 5225

SINGAPORE121, Telok Ayer Street #02-01, Singapore

T (65) 6423 4631; F (65) 6423 4632

CHINARm 1403, No. 88, Tomson Center, Zhang Yang Road,

Pudong Shanghai, China 200120Tel: 8621 58406627; Fax: 8621 58763796

KEY MEDIA INTERNATIONAL LTD

AUSTRALASIA EDITOR

Wouter Klijn

PRODUCTION EDITOR

Daniela Aroche

CHIEF SUB-EDITOR

Moira Daniels

SUB-EDITORS

Diana HarrisLauren Barker

Carolin WunMerran Magill

Tom Champion

DESIGN MANAGERS

Jacqui AlexanderRuby Alvarez

DESIGNERS

Weiyah Chiang Raymond OhanesianBing Tsui

PHOTOGRAPHERS

Thilo Pulch, Ji Junfeng, Xing Qunkai

SENIOR WEB DEVELOPER

Storm Kulhan

BUSINESS DEVELOPMENT MANAGER

Yvonne Cheung

TRAFFIC MANAGERS

Gloria Ng (Hong Kong)Patsy Ang (Singapore) Stacey Rudd (Australia)

MANAGING DIRECTOR

Agnes Eng

CHIEF OPERATING OFFICER

George Walmsley

CHINA EDITOR

Yun Zhang

EDITORIAL ENQUIRIESYun Zhang

T (61) 2 8437 4702; F (61) 2 9439 [email protected]

ADVERTISING ENQUIRIESCHINA & HONG KONG

Yvonne CheungT (852) 3520 1361; F (852) 2815 5225

[email protected]

SINGAPOREVivian Cheah

T (65) 6423 4631; F (65) 6423 [email protected]

AUSTRALIABenn Sykes

T (61) 2 8437 4745; F (61) 2 9439 [email protected]

EVENT ENQUIRIESHONG KONG

Ryan WanT (852) 2815 6320; F (852) 2815 5225

[email protected]

Yvonne Cheung; Brenda Lau; Peter ChauT (852) 2815 5988; F (852) 2815 5225

CHINA

Asian Legal Business is available by subscription. Please call (852) 2815 5988 for details or visit

www.asianlegalonline.com

EDITORIAL RESEARCHER

Joshua Scott

CONTRIBUTING EDITOR

Renu Prasad

Practice area editorsThe Regulatory Updates section of ALB China is sponsored by the following fi rm:

Singapore Internat ional Arbi t ra t ion Centre

SIAC is an independent, not-for-profi t organisation, providing the international business community with a neutral, effi cient and reliable dispute resolution institution in Asia. Most of the parties involved are non-Singapore parties; panel arbitrators are from all over the world; various contracts opt for non-Singapore law as the substantive laws; secretariats are multinational and multi-bilingual; and the arbitral awards are enforceable in over 140 signatory countries to New York Convention.

Arbitration

Rouse & Co. International is an intellectual property consultancy with offi ces world-wide. It provides a full range of IP services, from global investigation and enforcement strategies, to commercial IP advice, including trademark and patent fi ling, and IP management services. It also provides IP-related services involving licensing, sports and marketing properties, research and data protection.

Intellectual property

AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and trustee services your tax plan is comprehensively implemented. Our tax advice provides independent innovative and rigorous solutions which deliver results and long-term accountability. Qualifi ed UK, Hong Kong andPRC tax advisors.

International tax

Llinks Law Offi ces is a leading PRC fi rm specializing in banking, corporate, and capital markets. Llinks provides local expertise and international service, helping clients achieve their business objectives in China and abroad.

Shanghai

China regional editorsChina Regional Updates section of ALB China is sponsored by the following fi rm

SENIOR WRITER

James Morrow

2 ISSUE 5.5

EDITORIAL >>

22

IN THE FIRST PERSON

Winner’s circle

There is something exhilarating about seeing excellence in action. Whether it is two top-ranked soccer teams contesting for the championship or a concert violinist at the top of her powers, to be in the presence of excellence is always something of a thrill.

Which is why, in a similar spirit, the fi fth annual ALB China Law Awards, held on 25 April at the Westin Hotel in Shanghai, was so exciting. For beyond the fi ne food and drink, the socialising and the Shao Lin Kung Fu (!) was the fact that in one room were gathered several hundred of the greatest legal minds in China.

The excellence that was on display in Shanghai in April is particularly relevant to our times because the work of the talents who were honoured, whether as fi nalists or winners, has been so crucial to China’s development. It is no stretch to say that much of the commercial success of modern China rests, as indeed does the success of any country, on the foundation of a system of law. Recent years have seen China’s legal system grow to meet the demands of an economy that is not only the world’s second largest but also expanding at a rate of knots.

Concurrent with this growth has been a maturing in the local legal industry, another fact which was recognised by the Awards. This year’s trophies, especially in the specialist categories, were distributed across a wider number of fi rms than ever before, refl ecting the growing number of boutique fi rms which have carved out profi table niches for themselves. Likewise, the addition of a number of awards in regional centres is testament to the broadening of Chinese commercial life away from the old axis of east coast economic centres.

As such, this Olympiad, which in a few short weeks will see the world watch China make her entrance onto the world stage as a 21st century power, is a particularly appropriate time to honour these achievements, and the spirit of excellence in which they dwell. See you next year in Shanghai!

“The volume of deals that are pricing and closing is a lot lower than it was last year … price and close will be the litmus test”Jonathon Stone, Skadden, on the possibility that IPO activity is in decline (p6)

“It creates the possibility for foreign investors to raise money locally, and reinvest or [acquire] with [those] funds. It’s an amazing new opportunity that has an incredible impact on the way investments are structured in China”Peter Corne, managing director of Eversheds’ Shanghai offi ce, on Shanghai’s opening up to foreign invested enterprise listings (p18)

“An offi ce in Nanjing is our strate-gy to minimise direct competition with other fi rms in the YRD”Henry Lai, chief representative of PC Woo & Co’s Nanjing offi ce, on the opportunities available in Nanjing (p62)

Recent years have seen China’s legal system grow to meet the demands of an economy that is not only the world’s second largest but also expanding at a rate of knots

ISS

UE

5.5

CHINA

www.asianlegalonline.comwww.asianlegalonline.com

� DEALS ROUNDUP � LATERAL MOVES � IN-HOUSE VIEW � REGULATORY UPDATES � UK, US REPORTS

ALB Special Report: NanjingSouthern capital going north

FIE ListingsNew dynamic in the A-share market

Sovereign wealth funds Tapping into the billions

AND THE WINNERS ARE...ALB China Law Awards 2008

results announced!

Xiao Wei, Jun He, China Law Firm of the Year Celia Lam, Linklaters, International Dealmaker of the Year

CHINA

3

19 & 20 June 2008, Hilton Hotel, SingaporeBUSINESS LAW ASIA 2008Asia’s number one legal event

Platinum Sponsor Official Media Partner

ALB ASIAN LEGAL BUSINESS

Another event organised byGold Sponsors

ALB enjoys alliances with the following organisations

Corporate Lawyers Association of New Zealand

Indian Corporate Counsel Association

www.asianlegalonline.com/icca www.beijinginhouse.com

ALB is a sponsor of the International Bar Association Annual Conference Buenos Aires 2008www.ibanet.org

www.scca.org.sg

Shanghai InhouseCounsel Forum

Alban KangManaging Partner

Alban Tay Mahtani & de

Silva LLP

Elaine LoChairman of the Asia Board

and Senior PartnerMayer Brown JSM

Shuva MandalManaging PartnerFox Mandal Little

Chelva R Rajah SCManaging Partner

Tan Rajah & Cheah

Latiff IbrahimManaging Partner

Harry Elias Partnership

LLaLa ititiffffff IbIbIbrarahihihimm Toru IshiguroManaging Partner

Mori Hamada & Matsumoto

TToToruru II I hshshiigigururoo

MANAGING PARTNERS FORUMREGIONAL EXCLUSIVE

ALB is delighted to announce for the first time in Asia the Managing Partners Forum as part of Business Law Asia 2008

In this exclusive forum, Managing Partners from Singapore and Asia’s most respected top-tier firms come together to debate the hottest legal issues facing law and industry today. Attend the Managing Partners Forum and hear first hand from those at the top on the importance of having a regional and international capability and the future of business law and client servicing across Asia.

In-House Counsel: Leader and Manager in a Global Environment

Anil Changaroth Director & Legal Counsel (Co-Chairperson, International Liaison Committee, SCCA)Davis Langdon & Seah Singapore

Bernard TanRegional Counsel, ASEANIBM

Jane Niven Regional General Counsel Jones Lang LaSalle

Leow Chiap SengGroup Legal Counsel, Asia PacificTeleChoice International Ltd

Malcolm Tan Regional Corporate Legal CounselInfineon Technologies Asia Pacific

Ralph YbemaPresidentHong Kong Corporate Counsel Association

Wong Taur-JiunRegional Counsel, Asia PacificMcAfee®

Practising Law with Corporate Social Responsibility (CSR)

Damian YeoDirector (Legal & Government Relations), SE Asia Nokia

Erin Lyon DirectorCSR Asia

Thomas HickeyAssistant General CounselHess Oil & Gas

Joyce Fong General Counsel & Company SecretarySingapore Exchange Limited

Clare PearsonCorporate Social Responsibility Manager, AsiaDLA Piper

Arthur LokeSecretary-GeneralInter-Pacific Bar Association

Kelvin TanDirectorDrew & Napier LLC

Jayaprakash JagateesanHR ManagerKhattarWong

Chia Kim HuatCorporate Staff PartnerRajah & Tann LLP

Tackling the Legal Talent Shortage: Effective remedies to recruit and retain your prime assets

Business Law Asia 2008 also includes the following interactive panel discussions:

Private Investment and Financing Structures in Southeast Asia - Milbank, Tweed, Hadley & McCloy LLP

Legal Due Diligence and Acquisitions- WongPartnership LLP

Assessing and Managing Risk in Project Financing- Lovells Lee & Lee

Insolvency and Restructuring in Asia- Rajah & Tann LLP

Leverage Finance in Asia- Latham & Watkins LLP

Employment Law: Reforms across Asia- Freehills

Fair Competition Law and Policies in Emerging Markets- Drew & Napier LLC

Developments in International Arbitration: Asia’s Perspective- DLA Piper

Private Equity and Venture Capital Investing in Asia- Dechert LLP

Managing Intellectual Property Issues in a Digital World- Alban Tay Mahtani & de Silva LLP

Latest Developments in Corporate Governance in Asia- KhattarWong

Islamic Finance: Current Considerations and Developments in the Far East- Allen & Overy Shooklin & Bok JLV

Plus 2 action-packed days featuring the following workshops:

Crossing The Line: In House Counsel and Privilege

Herman JeremiahPartnerRodyk & Davidson LLP

Lawrence TehPartnerRodyk & Davidson LLP

Paul Wong PartnerRodyk & Davidson LLP

www.asianlegalbusinessevents.com

For further information and registration, please contact Christopher, [email protected] For Sponsorship opportunities, please contact Lilian Wee, [email protected] Tel: (65) 6423 4631, Fax: (65) 6423 4632

ISSUE 5.54

CONTENTS >>

contents

ANALYSIS

6 Equity markets 股权市场股权市场Asia’s fast-growing companies are hungry for capital, but recent fi rst quarter data for 2008 could signal that the region’s equity capital markets are in trouble. ALB China investigates亚洲企业正在迅速成长，对资金需求非常渴望，但是今年第一季度的数据却显示出股票市场的冷清状况。ALB分析全球金融震荡对资本市场律师业务的影响

14 SWFs 主权财富基金主权财富基金The political undercurrents linked to Sovereign Wealth Funds (SWFs) means that these funds have long been a source of controversy in the fi nancial arena. ALB China takes a closer look随着西方国家对主权财富基金的政治敏感度在不断上升，中国主权基金在海外进行投资过程中将可能存在大量法律服务需求

18 FIE listings 外资企业境内上市外资企业境内上市Investors and lawyers alike wait anxiously as Shanghai prepares to open its gates to Foreign Invested Enterprise (FIE) listings投资者们以及律师们都在密切关注上海证券交易所“国际版”的建设进程，外资企业在国内的融资新大门有望打开

FEATURES

62 Special Report: Nanjing 特别报告：南京特别报告：南京Nanjing’s local legal industry is following of the city’s blend of old and new, as established fi rms expand into new areas and revamp practices古老的城墙与现代化的高楼大厦构成了南京的独特城市风景线。一批历史悠久的南京律师事务所也在经济繁荣的基础上不断扩展法律服务领域，创新服务方式以及提高服务水准

66 Arbitration 仲裁与另类纠纷解决方式仲裁与另类纠纷解决方式China is increasingly turning to arbitration as the alternative to drawn-out litigation and law fi rms are adjusting their practices accordingly国内企业越来越多地通过仲裁解决国际商事纠纷，律师事务所也相应调整纠纷解决部门的业务结构

REGULARS

6 NEWSLaw fi rms fl ock to Suzhou• Lehman aims for big boost to Shanghai ops• Jinduichen Molybdenum IPO results• Companies plan JV for infrastructure investment• Chinese company debut on Alternext Market • Appointments•

72 Sign off

COMMENTARY

27 US report

28 UK report

20 SingaporeLOO & PARTNERS

21 International TaxAZURE TAX

22 IPROUSE & CO

23 Shanghai LLINKS

24 RegulatoryPaul Weiss

25 ArbitrationSIAC

Profi les

15 Lifang & Partners

17 Blancpain

29 Zhonglun W&D Law Firm

30 Jingtian & Gongcheng

ALB CHINA ISSUE 5.5

COVER STORY

32

18

62

32 ALB China Law Awards – Post-event coverageA comprehensive post-event report on the fi fth annual ALB China Law Awards, where top-tier fi rms, lawyers and in-house teams met in Shanghai to celebrate and reward the work carried out by lawyers in 2007

ALB

封面故事封面故事32 ALB中国法律大奖专题报道中国法律大奖专题报道

全面报道第五届《亚洲法律杂志》中国法律大奖颁奖晚会盛况，揭晓各奖项得主以及获奖理由

6

NEWS | analysis >>

ISSUE 5.5

MARKET ANALYSIS

Asian equity capital markets:Holding up the heavensLike the market for raw materials, the market for capital is global. Where will Asia’s fast-growing companies look if debt is no longer an easy option and global IPO activity is in decline? And what will this mean for the legal services industry?

Steady amid the declineFirst quarter data for 2008 confi rms what bankers and capital markets lawyers in Europe and the US have known for months: the equity capital markets pipeline is drying up. Ernst & Young LLP’s Global IPO Update, which analysed IPO activity for the fi rst three months of 2008, reports that a record number of companies cancelled their IPOs as demand for listed securities continued to fall around the world. Compared to the last quarter of 2007, the number of companies completing their listings had dropped by 60% and Ernst & Young predicts that a recovery will not be seen until 2009.

This pessimism leaves some Asian dealmakers scratching their heads. By the end of 2007 it was clear that Mainland China IPOs would hit a record. And in 2008, new public listings – typically a measure of the health of the equity capital markets – continue to complete. But the pipeline is being closely watched. “The reality is that the volume of deals that are pricing and closing is a lot lower than what it was last year. Whether they actually come

to market, price and close will be the litmus test,” said Skadden’s Jonathan Stone in Hong Kong.

What is clear is that issuers and their bankers are exercising greater caution when road-showing an offering, often choosing to defer a deal until the timing is right. “When the window opens you have to be ready to scramble,” said Michael Sturrock, partner with Latham & Watkins in Singapore. This puts additional pressure on already-stretched teams who have to turn around documentation within tight timeframes.

Rewriting the rulesBy April 2008, Shanghai’s composite index had fallen by 50% since its October 2007 high. For the same period, Hong Kong’s Hang Seng Index had fallen 25%. But dealmakers say that despite this volatility, Chinese companies remain undeterred and continue to look to the public markets.

This year’s largest IPO to date – US$5.7bn raised by China Railway Construction Corporation through a dual Shanghai and Hong Kong

“The reality is that the volume of deals that are pricing and closing is a lot lower than it was last year. Whether they actually come to market, price and close will be the litmus test”

JONATHAN STONE, SKADDEN

HONG KONG

NEWS | analysis >>

7www.asianlegalonline.com

listing – was 25 times oversubscribed. This strong performance was closely followed by another successful completion in the same sector, with China Railway Group raising US$5.5bn. The infrastructure theme continues with the upcoming dual listing of China South Locomotive and Rolling Stock (also known as China Southern Railway), which plans to raise up to US$2.1bn.

Further support comes from the strong performances by newly listed companies upon debut. Thomson Financial reports that only one out of the 124 companies that listed on China’s domestic exchanges in 2007 posted a negative performance upon debut. This trend continues in 2008 with all 22 fi rst quarter listings performing positively upon debut.

Lawyers are not just advising companies looking for capital to invest. Deal fl ow also stems from private equity fi rms seeking to exit their investments in Asia. And the prospects generated by the Chinese government’s intention to privatise 300,000 government-controlled businesses have given advisors further reason to be optimistic.

Spreading the load in AsiaChina and Hong Kong clearly make up the biggest slice of the equity capital markets pie in Asia, but what about Asia’s other key markets?

The talk keeps returning to India, which appears as well-positioned as China, should positive economic conditions prevail.

And opportunities in Korea are expected to continue to improve once the country’s Capital Market Consolidation Act takes effect in 2009. The legislation will enable local brokerages to become fully-fl edged

investment banks, able to compete with their global counterparts. This development can only be positive for Korea’s law fi rms.

Elsewhere, though, things are less positive. Sturrock has observed that the Singapore market has cooled down signifi cantly. “Singapore is a relatively small market that has been driven by REIT transactions in the past, and we’ve seen a number of REIT deals that were in the pipeline suddenly dry up,” he said. The Philippines, which experienced robust deal fl ow in 2007, has managed to complete just one transaction so far this year – a listing by Pepsi-Cola Products Philippines.

Japan: an exception to the ruleThe state of the market in Japan may be the exception to the rule. Market reports reveal that the fi rst quarter of 2008 saw a 51% fall in the number of completed capital markets transactions, compared with the same period for 2007.

Masatsura Kadota, partner at Nagashima Ohno & Tsunematsu and one of the lead partners advising on the Aozora Bank deal that won ALB’s Japan Equity Market Deal of the Year in 2007, acknowledged that the mix of work in the Japanese domestic market has changed. “We’re advising on some recapitalisation transactions such as issuances of convertible bonds, share repurchase transactions and issuances of preferred shares. Other than that, regular capital markets transactions are slow,” he said.

However, Eugene Gregor, a partner based in Davis Polk & Wardwell’s Tokyo offi ce, who advises clients throughout the region on transactions with a US component, maintained that his practice continues to be busy, with no substantial change in the market.

“We’ve seen a number of REIT deals that were in the pipeline suddenly dry up”

MICHAEL STURROCK, LATHAM & WATKINS

SINGAPORE

8

NEWS | analysis >>

ISSUE 5.5

Dealmakers cited that the impact of the sub-prime crisis, global fi nancial turmoil and the Japanese stock-price slump as the main reasons behind the decline in deal volume. And unlike newly listed companies in China, the companies that do list do not appear to be immune. Thomson’s fi gures reveal that the weighted share price for new Japanese listings fell an average of 3.9% on the fi rst day of trading.

Despite the weak domestic public market, Japanese companies are reluctant to consider listing on foreign exchanges. “Converting Japanese language documents and Japanese GAAP fi nancial statements to

comply with another country’s listing requirements is too burdensome,” said Kadota.

Instead, companies are turning to their existing shareholders for funds. Japan has also seen a signifi cant increase in rights offerings, with fi rst quarter deal volume exceeding the total number of deals for the same period in 2007. Companies are also dipping into Japan’s savings pool – currently the world’s largest – and are taking advantage of the fact that Japan’s banking system has been relatively untouched by the global credit crunch. Established companies have little trouble issuing debt and obtaining loans, but start-ups without proven track records are fi nding it more diffi cult to access these funds.

Be alert, but not alarmed As international law fi rms start to feel the impact of the economic downturn now being felt by their investment banking clients, the Asian offi ces of global law fi rms may fi nd that they will be responsible for a bigger share of their fi rm’s global revenues.

Firms will need to be vigilant, warned one investment banker, active in equity-linked issuances: “While the reality is that a lot of houses are sitting on mandates and are still trying to actively execute them, if I was a law fi rm I’d be concerned about work in progress. A lot of houses are sitting on deals and law fi rms should be wondering who’s going to pay the bills.”

At the end of the day, though, a tide of equity work might be just around the corner. As Stone observed: “If Asia decouples properly and we see less volatility and more stability, and if investors get comfortable that they can properly value the transactions, then there’s a lot of backlog that could come onto the market.” ALB

“We’re advising on some recapitalisation transactions … Other than that, regular capital markets transactions are slow”

MASATSURA KADOTA, NAGASHIMA OHNO & TSUNEMATSU

TOKYO

Japan rights issue offerings

Source: Thomson Financial

YEAR TO DATE 2008 SAME PERIOD 2007

Performance of China A-share listings upon debut


Proceeds raised

(US$m)

0

2,000

4,000

6,000

8,000

10,000

12,000

Proceeds raised

(US$m)

Number of

offerings

Number of

offerings

Positive performance

0

20

40

60

80

120

100

140

Negative performance

Total number of listings

2007 2008 (ytd)

NEWS | analysis >>


在下跌中保持稳定在下跌中保持稳定2008年第一季度的数据印证了欧洲和美国银行家和资本市场律师几个月前的判断：股权资本市场的活力之源正日渐枯竭。安永会计师事务所发布的《全球首次公开发行最新资讯》对2008年前三个月的首次公开发行活动进行了分析。据其报道，由于全球对上市证券的需求持续下降，多家公司取消首次公开发行，数量之多前所未有。与2007年最后一个季度相比，完成上市的公司数量下降了60%。安永预计，到2009年情况方会有所好转。

这一悲观景况令部分亚洲交易型律师焦虑不已。显然，到2007年底，中国内地首次公开发行数量创下了历史记录。2008年，通常可用于衡量股权资本市场健康与否的新一轮公开上市继续进行，但上市渠道正受到密切关注。香港Skadden的Jonathan Stone表示，“实际上，正在定价和结算的交易数量远低于去年。他们最终能否成功上市，价格和结算将是试金石。

显然，如今发行人及其银行在公布招股时更为审慎小心，往往待时机成熟之后方予进行。瑞生国际律师事务所的合伙人Michael Sturrock 在新加坡表示，“时机一到，你就得立即倾力投入工作”。这使那些本已筋疲力竭的团队额外增添了压力，他们不得不在有限的时间内备妥各种文件。

中国企业逆市而行，业绩优良中国企业逆市而行，业绩优良到2008年4月，上证综合指数从2007年10月的高位下跌50%，香港恒生指数同期下跌25%。但证券律师们表示，尽管出现大幅波动，中国公司并未因此受挫，仍继续寻求公开上市。

中国铁建股份有限公司在上海和香港两地上市，筹得57亿美元，超额认购25倍，成为今年规模最大的首次公开发行。同行业的中国中铁股份有限公司紧承这一强劲表现，成功完成公开发行，募得55亿美元。中国南车股份有限公司计划在即将进行的A+H股上市中筹集21亿美元，表明基建类公司上市继续走热。

新近上市公司上市后的强劲表现为上市热潮注入了更多动力。据Thomson Financial报道，2007年在中国国内证券交易所上市的124家公司中，仅有一家自上市后业绩为负值。2008年仍延续这一趋势，第一季度上市的22家公司全部录得优良业绩。

律师的服务对象并不仅限于有融资需求的公司，也包括欲退出其在亚洲投资项目的私募股权投资基金。此外，中国政府有意将300,000家国有控股的企业私有化，无疑令法律顾问们愈发为前景感到乐观。

亚洲各地压力蔓延亚洲各地压力蔓延显然，中国内地和香港占据亚洲股权资本市场的最大份额，但亚洲其它主要市场的情况如何？

印度不断成为新闻焦点，若其经济发展持续畅旺，该国市场将与中国一样拥有良好的发展前景。预计韩国市场将在2009年《资本市场整合法案》生效后得到改善。该法案将使本地经纪公司发展成为成熟的投资银行，有能力与全球竞争者一争高下，而这一发展前景必将对韩国的律师事务所产生积极影响。

但其它地区的情况却并不那么乐观。据Michael Sturrock 观察，新加坡市场已显著冷却。他表示，“新加坡市场相对较小，以往靠房地产投资信托推动。我们发现，多宗正在进行的房地产投资信托交易均已骤然终止。”菲律宾2007年交易活跃，但今年迄今仅完成一宗交易，即Pepsi-Cola Products Philippines 上市。

日本：另一番景象日本：另一番景象日本的市场状况或许是个例外。市场报告表明，与2007年同期相比，2008年第一季度已完成资本市场交易数量下降51%。

Masatsu ra Kado ta是Nagash ima Ohno & Tsunematsu 的合伙人，在被《亚洲法律杂志》评选为“2007年度最佳证券市场项目”的青空银行交易中提供主要法律顾问服务。他承认，日本国内市场的业务组合已发生变化。他表示，“我们目前为几宗再融资交易提供顾问服务，如发行可转换债券、股份回购交易和发行优先股份。除此之外，常规资本市场交易的数量有所下降。”

但美国达维律师事务所东京办事处的合伙人Eugene Gregor却称，他的业务仍十分繁忙，市场并未发生重大变动。Eugene Gregor为该地区涉及美国的交易提供顾问服务。

交易律师们将交易量下降的主要原因归咎于次贷危机、全球金融动荡和日本股价骤跌。而与中国新上市公司不同是，在市场颓势中，日本的上市公司似乎并未能够幸免。Thomson的数据表明，日本新上市公司的加权股价在交易首日平均下降3.9%。

尽管日本国内公开市场疲弱，日本公司却不愿考虑在海外交易所上市。Kadota表示，“将日语文件和符合日本公认会计准则的财务报表转换为另外一种语言、符合他国上市规定的文件，这一工作太过繁重。”

日本上市公司转而向其现有股东筹集资金，配股显著增多，第一季度交易量超过2007年同期的总交易量。

所幸日本的银行系统并未受到全球信贷危机的影响，因此各公司纷纷利用该国金额目前高居世界之首的储蓄存款。老牌公司发行债务及获得贷款并无困难，但对于那些刚成立的公司而言，由于并无可靠的过往记录，获得这些资金则并非易事。

警惕，但不惊慌警惕，但不惊慌随着国际律师事务所开始感受到其投资银行客户已经感受到的经济衰退的影响，国际律所驻亚洲办事处或许会发现，他们将为事务所的全球收入贡献较大的份额。一位积极从事股票相关发行的投资银行家表示，律所需对形势保持警惕：“实际上许多投行手中还有未完成的客户委托工作，并仍试图予以积极履行，若果我是律所的话，我会关注进展的情况。正在进行交易的投行有许多，律所应考虑谁将为之买单。”

然而，下一轮股票发行潮或许不久即将来临。正如Jonathan Stone 的观点，“若亚洲妥善消除影响，便会减小波动，增强稳定性，若投资者感到能够对交易进行适当评估，市场便会重现活跃繁荣的景象。”

亚洲股权资本市场：亚洲股权资本市场：力擎一片天力擎一片天

Global IPO activity

NU

MB

ER O

F LI

STIN

GS

PERIODSource: Ernst & Young LLP

JAPAN RIGHTS ISSUE OFFERINGS ►Year to date 2008Proceeds raised: US$11,224mNumber of offerings: 131

Same period 2007Proceeds raised: US$6,598mNumber of offerings: 123


PERFORMANCE OF CHINA A-SHARE ►LISTINGS UPON DEBUT

Year: 2007Positive performance: 121Negative performance: 3Total number of listings: 124

Year: 2008 (ytd)Positive performance: 22Negative performance: 0Total number of listings: 22


As international fi rms feel the impact of the economic downturn being felt by their investment banking clients, the Asian offi ces of global fi rms may fi nd they will be responsible for a bigger share of their fi rm’s global revenues

Q1 20080

100

200

300

400

600

500

700

Q4 2007 Q1 2007

10

NEWS | deals >>

ISSUE 5.5

AREVA T&D EXPANSION ►US$20.4m

Firm: Gide Loyrette NouelLead lawyers: David Boitout, Zheng Yu, Renaud RossaClient: Areva – Transmission and Distribution Division

• Creation of three joint venture companies in China as part of US$20.4m infrastructure investment plan

• The joint venture arrangements are expected to help all parties increase market share in the area of electricity supply and specifi cally the manufacturing and supply of disconnectors

Firm: Grandall Legal GroupClient: China Corn OilLead lawyers: Liu Wei, Yu Bingguang

Firm: Taylor WessingClient: China Corn OilLead lawyers: Alain de Foucaud, Jian Xu Huang, Jérôme Lemercier, Frédéric Levy

• China Corn Oil supplies more than 35% of the corn oil on sale in China’s domestic market

• Listing to be marked by rare ceremony chaired by Jean-François Théodore, deputy managing director of NYSE Euronext

• Taylor Wessing also has subsequently advised on second Chinese IPO on Alternext, namely real estate developer Huacheng

• Since it started in 2005, Paris-based NYSE Alternext has seen 121 small and mid-sized fi rms raise €1.6bn in total via initial public offerings

• NYSE Euronext now has 58 companies from the greater China region, including 44 from mainland China, nine from Hong Kong and fi ve from Taiwan

| CHINA |

JINDUICHEN MOLYBDENUM ►IPOUS$1.28bn

Firm: Guantao Law FirmClient: Jinduichen MolybdenumLead lawyers: Cui Liguo, Su Bo, Sun Dongfeng

• US$1.28bn raised through the IPO

• BOC International (China) acted as sponsor and China International Capital Corporation was the lead underwriter

• Jinduichen is the largest molybdenum products producer in both the PRC and Asia. It is a vertically integrated molybdenum products producer and possesses a complete production chain that includes mining, ore processing, roasting, smelting and chemical treatment, and production of molybdenum metal products

Shanghai Media Group Privatisation: “This is an industry fi rst – a deal where a US fund has invested in a state-owned online audio-video business. The privatisation provides a new stage for foreign and domestic strategic alliances in this industry”

ROCKY LEE, DLA PIPER

Cui Liguo, Guantao Law Firm

Rocky Lee, DLA Piper

David Boitout, Gide Loyrette

Nouel

Liu Wei, Grandall Legal

Group

SHANGHAI MEDIA GROUP ►PRIVATISATIONUS$12m

One of the fi rst privatisations of digital media and broadband assets by a state-owned-enterprise (SOE) in China

| CHINA/UK |

CHINA EASTSEA AIM DEBUT ►The fi rst AIM admission by a Chinese company of 2008

Firm: DLA PiperLead lawyers: John Campion, Nikk Bond, Huilin ProctorClient: Issuer on UK law

Firm: Shanghai JoinWay Client: Issuer on PRC law

Firm: Carey OlsenClient: Issuer on Jersey law

Firm: WalkersClient: Issuer on BVI law

Firm: Rosenblatt SolicitorsClient: Underwriter on UK law

Andrew Whan, Clifford Chance

Brett King, Paul Hastings

deals in briefFirm: DLA PiperClient: SMGBBLead partners: Rocky Lee, Jason Liu, Jeff Greene

Firm: AllBrightClient: SMGBBLead partner: Zhu Sidong

Firm: Morrison & FoersterClient: Intel Capital

• Shanghai Media Group’s broadband subsidiary has completed a signifi cant round of equity fi nancing from Intel Capital, facilitating the co-development of wireless broadband and mobile technology for high-defi nition TV programs

• Shanghai Media Group is one of China’s largest broadcasters and holds the rights to broadcast television shows online

• The Group received US$12m in fi nancing from this deal

| CHINA/FRANCE |

CHINA CORN OIL IPO ►US$9.8m

First Chinese company to list on the Alternext Market of NYSE Euronext Paris

NEWS | deals >>


YOUR MONTH AT A GLANCE ►Firm Jurisdiction Deal name A$m Practice

AllBright China Shanghai Media Group privatisation n/a Restructuring, equity

Allen & Overy HKSAR, India SBI Equity Rights Issue 4,380 Equity

China AEGON & Industrial Securities JV n/a JV

Appleby China, Singapore China Stationery Invitation n/a Equity

Beijing Deheng China, Singapore Zhongguo Pengjie Fabrics invitation n/a Equity

Carey Olsen China, Jersey, UK China Eastsea Business Software AIM Admission 34 Equity

Cleary Gottlieb China LDK Solar Co senior notes offering 400 Debt market

Clifford Chance China, HKSAR Kerry Media–SCMP Group acquisition 550 M&A

China, HKSAR Toll Holdings–BALtrans Holdings acquisition 1,700 M&A

China, Singapore Asia Dekor LBO 30 Debt market, private equity

Colin Ng & Partners

China, Bermuda, Singapore China Eratat invitation 36

Equity

Commerce & Finance

China, HKSAR Maoye IPO 320–420* Equity

Conyers Dill & Pearman

China, Singapore Zaino IPO 64 Equity


China, Singapore China Fibretech invitation 60* Equity

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO 9* Equity

DLA Piper China, Jersey, UK China Eastsea Business Software AIM Admission 34 Equity

China Shanghai Media Group privatisation n/a Restructuring, equity

HKSAR Toll Holdings–BALtrans Holdings acquisition 1,700 M&A

China, HKSAR Jones Lang Lasalle–Sallmanns Holdings acquisition n/a M&A, equity

Drew & Napier China, Singapore China Stationery Invitation n/a Equity

Freshfi elds Bruckhaus Deringer

China China Telecom Corporation acquisition of China Telecom Group Beijing

792 M&A

China China Unicom Corporation asset acquisition 880 Equity, M&A

GFE China, Singapore Zaino IPO 64 Equity

China, Singapore China Stationery Invitation n/a Equity

Gide Loyrette Nouel

China Areva T&D–Beijing Yuli Lian, Guangzhou LeeKeen & Wuxi Hengchi JVs

n/a JV

Grandall Legal Group

China, France China Corn Oil IPO 9.8 Equity

China, Singapore Sino Constructions invitation n/a Equity


China LDK Solar Co senior notes offering 400 Debt market

Guangdong Teamwin

China Areva T&D–Beijing Yuli Lian, Guangzhou LeeKeen & Wuxi Hengchi JVs

n/a JV

Guantao China Jinduichen Molybdenum IPO 1,200 Equity

Haldanes China, HKSAR Jones Lang Lasalle–Sallmanns Holdings acquisition n/a M&A, equity

Hee Theng Fong & Co


Herbert Smith China, HKSAR Maoye IPO 320–420* Equity

Hopgood Ganim Lawyers

Australia, China LPD Holdings acquisition in Internickel Australia Pty Ltd

108 Equity

Jennifer Cheung & Co

HKSAR Toll Holdings–BALtrans Holdings acquisition 1,700 M&A

Jingtian & Gongcheng


792 M&A

JSM HKSAR Great Eagle–Champion REIT asset sale 1,600 Real estate, equity

Jun He China, Singapore Asia Dekor LBO n/a Debt market, private equity

Kelvin Chia Partnership

China, Bermuda, Singapore China Eratat invitation 36 Equity

• Deal saw China Eastsea Business Software Limited move from PLUS to AIM listing

• Shares were traded on PLUS at a mid price of 24.5p, giving the company a market capitalisation of £17.02m

• Following the admission to AIM, 69,462,000 ordinary 5p shares trading on PLUS will be cancelled

• AIM listing is designed to broaden the current shareholder base and enable investors to share in any future success of the Group through increased liquidity

• Admission will increase the public profi le of the Group and will give the Group access to an institutional capital market to help fund its future development and assist possible acquisitions

• China Eastsea is investigating a number of acquisition opportunities in Shanghai and Beijing

• London Stock Exchange is so far the most popular European venue for Chinese fi rms seeking overseas listings. It has 68 Chinese companies, of which six are listed on its main market and 62 are quoted on the Alternative Investment Market (AIM)

| CHINA/US |

LDK SENIOR NOTES OFFERING ►US$400m

Firm: Cleary Gottlieb Lead lawyers: Clay Johnson, Robert WilliamsClient: Issuer and underwriters on US law

Firm: Grandall Legal Client: Issuer on PRC law

• Deal sees offering of US$400m aggregate principal amount of Convertible Senior Notes due 2013 by LDK Solar Co Ltd

• Derivatives transactions were entered into to facilitate the offering of the notes, including US$200m of pre-paid forward share repurchase contracts with LDK Solar and a Rule 144/Rule 10b5-1 share sales plan and related prepaid forward contracts with an affi liate of LDK Solar

Clay Johnson, Cleary Gottlieb

12

NEWS | deals >>

ISSUE 5.5

| CHINA/AUSTRALIA |

LPD HOLDINGS ACQUISITION IN ►INTERNICKEL AUSTRALIA PTY LTD (IAPL)US$108m

Firm: Hopgood Ganim Lawyers

Client: Macarthur Minerals Ltd (MMS)

Lead lawyers: Richard Hanel, Michael Hansel

• LPD acquired 30% equity interest in Internickel Australia Pty Ltd (IAPL), holder of the Lake Giles project, for $9.4m

• Also acquired option for additional 50% equity stake in IAPL from MMS for $US99m

• On exercise of option, LPD is required to sole fund the development of the Lake Giles project through further capital contribution

“Toll used an innovative offer structure – a two-tiered offer price depending on the level of acceptances – and received over 99% acceptances, allowing it to acquire 100%”

ROGER DENNY, CLIFFORD CHANCE

• LDK is a leading manufacturer of multicrystalline solar wafers, which are the principal raw material used to produce solar cells. LDK sells multicrystalline wafers globally to manufacturers of photovoltaic products, including solar cells and solar modules. LDK is based in Xinyu City, Jiangxi Province, China

• Cleary Gottlieb was also underwriters’ counsel in LDK’s initial public offering and NYSE listing in June 2007

| CHINA/SINGAPORE |

ASIA DEKOR LBO ►US$248m

The fi rst PRC LBO of 2008

Firm: Clifford Chance

Lead lawyers: Andrew Whan, Terence Foo

Client: Acquirer/investor on international law

Firm: Stamford Law

Client: Vendor on Singapore law

Firm: Jun He

Client: Acquirer on PRC law

Firm: Paul Hastings

Lead lawyers: Brett King, Juliet Taylor

Client: Financing consortia on international law

• Deal sees the public-to-private acquisition by CVC Asia Pacifi c Limited of Asia Dekor Group Limited, a Singapore-listed company with substantial operations in the PRC

• The transaction involved a 100% leveraged buyout and represents an important bolt-on acquisition for Plantation Timber Products (PTP), an existing CVC portfolio company engaged in the wood fl ooring business in China. Clifford Chance advised CVC on the LBO of PTP in 2006

• CVC Asia Pacifi c has been one of the most active private equity investors in Asia in recent years, having completed 30 management buyouts

• Asia Dekor Group is the largest manufacturer and distributor of laminated wooden fl oor and related products in Asia. The group has three production bases in China, located at Shenzhen, Heyuan and Huizhou

| HONG KONG |

MAOYE INTERNATIONAL IPO ►US$343m

Firm: Morrison & FoersterClient: Issuer

Firm: King & Wood

Client: Issuer

Firm: Herbert Smith

Lead lawyers: John Moore, Tom Chau

Clients: Goldman Sachs, HSBC, UBS, JPMorgan

Firm: Commerce & Finance

Client: Underwriters

• US$343m Hong Kong IPO and Rule 144A / Regulation S global offering of Maoye International Holdings, a leading department store chain in China

• Maoye sold 863 million shares at HK$3.1 per share

• Maoye operates 15 stores in eight Chinese cities and focuses on the medium to high-end segment of the retail market

Firm: DLA Piper

Lead lawyer:Christopher Clarke,Esther Leung

Client: Target

Firm: Norton RoseLead lawyer:Richard CrosbyClient: Target’s fi nancial advisor on HK law

• Deal sees one of Australia’s largest transport and logistics companies, Toll Holdings, successfully acquire Hong Kong-based BALtrans Holdings Limited

• As part of the deal, BALtrans will become a wholly owned subsidiary of Toll Holdings by mid-April

• Deal involved a voluntary conditional cash offer to acquire all shares in the shares capital of BALtrans and to cancel all outstanding options

| SINGAPORE |

RW SENTOSA SYNDICATION ►US$3.07bn

One of the largest fi nancing deals in Singapore history and the largest of 2008 to-date

Firm: Drew & Napier

TOLL HOLDINGS–BALTRANS ►HOLDINGS ACQUISITIONUS$1.7bn

Firm: Jennifer Cheung & Co

Lead lawyers: Jennifer Cheung

Client: Seller on HK law

Firm: Clifford Chance

Lead lawyers: Roger Denny, Terence Foo

Client: Acquirer on HK law

Roger Denny, Clifford Chance

NEWS | deals >>


YOUR MONTH AT A GLANCE (CONT) ►Firm Jurisdiction Deal name US$m Practice

Khattar Wong China, Singapore China Stationery Invitation n/a Equity


King & Wood China, HKSAR Maoye IPO 320–420* Equity

Latham & Watkins China, HKSAR Datang International– True Busy Electric Power acquisition

n/a M&A, energy & resources

Pan Asia Avery Dennison acquisition of DM Label Group Undisc. M&A

Loo & Partners China, Singapore Sino Constructions invitation n/a Equity

China, Singapore Zhongguo Pengjie Fabrics invitation n/a Equity

Loong & Yeung China, CI, Japan, Samoa, Singapore


Leung Wai China, CI, Japan, Samoa, Singapore


Morrison & Foerster


China Shanghai Media Group privatisation n/a Restructuring, equity

Norton Rose HKSAR Toll Holdings–BALtrans Holdings acquisition 1,700 M&A

China, HKSAR Kerry Media–SCMP Group acquisition 550 M&A

Paul Hastings China, Singapore Asia Dekor LBO 248 Debt market, private equity, M&A

Rajah & Tann China, Singapore Zaino IPO 64 Equity


Rosenblatt Solicitors

China, Jersey ,UK China Eastsea Business Software AIM Admission 34 Equity

Shanghai JoinWay China, Jersey, UK China Eastsea Business Software AIM Admission 34 Equity

Sheppard Mullin Pan Asia Avery Dennison acquisition of DM Label Group Undisc. M&A

Shook Lin & Bok China, Singapore Zaino IPO 64 Equity

China, Singapore Teel International IPO 7* Equity

Shu Jin China, CI, Japan, Samoa, Singapore


Skadden China, HKSAR Kerry Media-SCMP Group acquisition 550 M&A

Slaughter & May China, HKSAR, Japan CRE Beverage Trading Limited term loan facility 232 Debt market

Stamford Law China, Singapore Asia Dekor LBO n/a Debt market, private equity


China, CI, Japan, Samoa, Singapore


Sullivan & Cromwell


792 M&A

China China Unicom Corporation asset acquisition 880 Equity, M&A

Taylor Wessing China, France China Corn Oil IPO 9.8 Equity

Tian Yuan China, Bermuda, Singapore China Eratat invitation 36 Equity

Walkers China, Jersey, UK China Eastsea Business Software AIM Admission 34 Equity

Pan Asia Baring Private Equity Murabaha Financing n/a Private equity

Does your fi rm’s deal information appear in this table?Please contact Renu Prasad [email protected] 61 2 8437 4763

*Listings expected by the end of April; fi gures listed based on issuer estimates

CORRECTION ►Due to a process error, the Arbitration Update on page 25 of ALB China Issue 5.3 was a repeat of the Arbitration Update on page 17 of ALB China Issue 5.1. ALB regrets this error and wishes to underline to its readers that this was entirely due to ALB's internal processes and had nothing to do with the column's sponsor, SIAC.

Lead lawyers: Valerie Kwok, Thang Poh Suan, Sandy Foo, David ChinClient: RW Sentosa and parent company Genting on Singapore law

Firm: Lovells Client: Financiers on international law

Firm: Lee & Lee Client: Financiers on Singapore law

• Deal involves loan syndication of up to S$4.19bn including Syndicated Senior Secured Credit Facilities, comprising $4bn worth of term and revolving loan facilities and a $192.5m banker’s guarantee facility

• Loan will facilitate the construction and development by the Sentosa of a world-class integrated resort on Singapore’s Sentosa Island

• 10 banks participated in the syndication which is underwritten and bookrun by fi ve local and international banking namely DBS Bank Ltd, HSBC; OCBC; RBS and Sumitomo Mitsui Banking Corporation

| INDIA |

TATA MOTORS ACQUISITION OF ►LAND ROVER AND JAGUARUS$3bn

Firm: Allen & OveryLead lawyers: Thomas BrownClient: Lead Arrangers on international law

Firm: AZBClient: Acquirer on Indian law

Firm: Rodyk & DavidsonLead lawyers: S Sivanesan, Gordon Sng, Mark TayClient: Targets’ parent company (Ford) on Singapore law

Firm: Herbert SmithClient: Acquirer on UK law

Firm: Hogan & HartsonClient: Targets’ parent company (Ford) on UK law

• Deal saw Tata Motors Limited acquire a group of companies from Ford Motor Company

• The MLAs on deal which provided fi nance were the Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Asia Limited, ING Bank N.V.’s Singapore branch, J.P. Morgan Securities (Asia Pacifi c) Limited, Mizuho Corporate Bank, Ltd., Standard Chartered Bank, State Bank of India and BNP Paribas

• Funding for the acquisition was provided to TML Holdings Limited

14

NEWS | analysis >>

ISSUE 5.5

INTERNATIONAL LAWYERS SPEAK AT FIRST WOMEN’S FORUM ASIAShanghai hosted the Women’s Forum Asia for its fi rst time in May. The three-day event, held in Pudong Shangri La Hotel, was an arena for debate and exchange on the theme of ‘Growth and sustainability: How women are making a difference’.

The event drew 750 exceptional women from the Asian region, other international leaders and 80 speakers of international renown, and opinion trendsetters of the economy, politics, culture, law and academia.

Two international legal heavyweights in China gave speeches and lead discussions at plenary sessions.

One was Yan Lan, a partner and chief representative of Gide Loyrette Nouel’s (GLN) Beijing offi ce. Yan is the vice chairman of the Women’s Forum Asia, and GLN is one of the forum’s annual meeting partners. The other was Eliot Cutler, the chief representative and managing partner of Akin Gump’s Beijing offi ce., was the second speaker.

国际律师将出席首届女性论坛亚洲大会国际律师将出席首届女性论坛亚洲大会本月，首届女性论坛亚洲大会将在上海浦东香格里拉酒店举行，为期三天，与会人员将围绕“发展与可持续性：女性的力量”为主题，展开热烈的讨论及交流。

此次国际会议将迎来750名亚洲杰出女性，以及来自经济、政治、文化、法律及学术界等领域的80名国际知名思想领袖参会。

两位国际法律界重量级人士，将应邀发言。其中一位是法国基德律师事务所(GLN)北京代表处的合伙人及首席代表阎兰女士。阎女士是亚洲女性论坛的副主席，同时基德是论坛年度会议的合作伙伴之一。另一位是美国安庆国际律师事务北京办事处的首席代表及管理合伙人Eliot Cutler。

Finding wealth in sovereign fundsANALYSIS

The debate over sovereign wealth funds (SWFs) is heating up, as western countries fear that these funds could be used to

seize control of strategic industries for political purposes. US presidential candidate Hillary Clinton has called for tough scrutiny of SWFs, after major fi nancial institutions including Citigroup, UBS AG, and Merrill Lynch turned to foreign government-controlled funds following losses caused by the sub-prime mortgage crisis.

The creation of the China Investment Corporation (CIC), in particular, has raised a variety of political sensitivities since September last year. CIC, currently the world’s fi fth-largest SWF

with US$200bn at its disposal, has acquired stakes in US private-equity powerhouse Blackstone and in New York-headquartered Morgan Stanley.

CIC’s investments are not entirely welcomed and are controversial in the US. Political sensitivities may be one of the reasons US fi rm Sullivan & Cromwell, CIC’s legal counsel in its US$5bn investment in Morgan Stanley, declined ALB’s request for comment on the deal. The fi rm has also advised on Barclay’s sale of shares worth US$3bn to China Development Bank.Political concerns aside, there may be opportunities for law fi rms presented by China’s growing SWFs and CIC’s investment strategy.

With a mandate set to gain a higher return on a risk-adjusted basis, CIC is trying to model itself on commercial lines. According to CIC chief risk offi cer Wang Jianxi, who spoke at the Credit Suisse Asian Investment Conference in April, the fund’s investment teams are organised in distinct asset class groups: equity, fi xed income, hedge funds, private equity and other alternative sections. The teams come up with investment ideas and report to a chief investment offi cer. Before any investment becomes a reality, their research reports have to go through an investment decision committee and risk management group, both of which have veto power over the managers.

Wang said that the fund has clear corporate governance in place. Its performance is supervised by a board of 11 directors,

SEVEN LARGEST SWFS (AT THE END OF 2007) ►Fund US$bn Established

Abu Dhabi Investment Authority 625 1976

Government Pension Fund (Norway) 322 1990

Government of Singapore Investment Corp 215 1981

Kuwait Investment Authority 213 1953

China Investment Corp 200 2007

Stabilisation Fund (Russia) 128 2004

Temasek Holdings 108 1974

Source: Standard Chartered

news in brief >>DLA PIPER SECURES GOVERNMENT WORKDLA Piper has been designated a ‘preferred law fi rm’ by the PRC Ministry of Commerce (MOFCOM). Such a designation is given to only a small number of fi rms, most of whom are typically domestic Chinese fi rms. DLA Piper secured the designation as a result of the fi rm’s work representing the International Franchise Association and its members in assisting MOFCOM and other Chinese government agencies in formulating China’s franchise regulations. The work was highly praised by MOFCOM.

It has been a good month for DLA Piper’s China arm in general. Partner Rocky Lee was appointed vice chairman of the China Council for International Investment Promotion. The CCIIP plays a signifi cant role in directing and coordinating reform with respect to regulatory processes and requirements relating to foreign direct investment in China.

欧华获商务部青睐欧华获商务部青睐欧华在年初被商务部指定为其‘首选律师事务所’。目前，获此指定的律师事务所寥寥无几，且其中大多数是国内律师事务所。欧华之所以获此指定，缘于其代表国际特许经营协会及其成员协助商务部及其它中国政府机构，制定中国商业特许经营管理条例。商务部对其工作给予了高度评价。

此前，欧华北京合伙人李大诚被委任为中国国际投资促进会投融资工作委员会的副理事长

Ng Joo Khin, Stamford Law Corporation

Yan Lan, GLN

NEWS | analysis >>


some of whom are offi cials from CSRC, CBRC, SAFE and other government bodies. The corporate structure means there will be plenty of work for lawyers.

“There are immense opportunities for lawyers to advise sovereign funds, especially when the funds are going into investments. By nature, their investments are regional and global, so advice from local and international legal counsel is required,” said Ng Joo Khin, partner, Stamford Law Corporation, in Singapore.

Stamford Law has represented Temasek, the investment arm of the Singapore government and Asia’s best-known sovereign wealth fund, in a number of cross-border transactions, including Temasek’s acquisition of a 4.55% stake in China Minsheng Banking Corp. The fi rm has also been the primary legal counsel for SAFE since it established a presence in Singapore.

Unlike other investment funds, there is an increased likelihood that sovereign funds investing in major assets or sensitive industries abroad will encounter resistance from the

other country’s government. So an in-depth understanding of the sensitive issues relating to SWFs is indispensable for a legal advisor.

“To be able to advise sovereign funds, law fi rms need to understand exactly what the sensitivities are about, what the investments are about, how the funds manage their investments and the due diligences that they need to look out for,” said Ng.

As CIC claims to have been modelled under Temasek, Stamford Law’s experiences form a useful reference and guide for local PRC fi rms looking to tap into this area.

SWFS QUICK FACTS ►Sovereign wealth funds are assets held by governments in another country’s currency. All countries have foreign exchange reserves. When a country, by running a current account surplus, accumulates more reserves than it needs for immediate purposes, it can create a sovereign fund to manage those “extra” resources.

Sovereign funds have existed at least since the 1950s, but their total size worldwide has increased dramatically over the past 10–15 years. In 1990, sovereign funds probably held, at most, US$500bn; the current total is an estimated US$2trn–3trn and, based on the likely trajectory of current accounts, could reach US$10trn by 2012.

Currently, more than 20 countries have these funds, and six have expressed an interest in establishing one.China’s three sovereign wealth funds – China Investment Corporation (CIC), National Social Security Fund

(NSSF) and China-Africa Development Fund (CAD) – will manage an asset pool of US$729bn by the end of 2010.

Outsourcing to capable handsCIC has announced its plan to outsource some of its assets to external funds management fi rms. The announcement has attracted over 200 fund managers to bid on equity mandates and another 100 on its fi xed income mandates.

Shanghai advisory fi rm Z-Ben predicted in its latest report that CIC will contribute the most to asset growth, going from the current $200bn to $625bn by 2010, of which over 70% will be assigned to external managers.

The outsourcing process is more promising for law fi rms. “When a


Firm Profi le Lifang & Partners

The Interpretation of the Supreme People’s Court on Some Issues Concerning the Application of Law in the Trial of Civil

Cases Involving Unfair Competition (“Interpretation”), took effect on 12 February, 2007. The Labor Contract Law came into force on January 1, 2008. These new regulations both contain some important provisions concerning the protection of trade secrets.

Although trade secret infringements and the term “trade secret” were defi ned in the 1993 Anti-Unfair Competition Law, the absence of detailed provisions meant that in practice some questions remained, such as regarding reverse engineering, burden of proof, and when a tradesecret existed, etc.

The Interpretation elaborates on the basic elements that constitute a trade secret, and explains what is meant by “unavailability to the public”, “commercial value” and “confi dentiality measures.” Injunctive relief and damages, the two main remedies for trade secrets

infringements, are explained in greater detail in the Interpretation.

The Labor Contract Law also balances the protection of trade secrets for employers with employees’ interests. The law limits the duration of the restrictive covenant to no longer than two years. And Article 24 clearly lays out the scope of “restricted employees”.

The Labor Contract Law and especially the Interpretation allows both parties to a trade secret dispute to have confi dence in the consistency and predictability of Chinese court decisions.

In the more than ten years that Lifang has been in the Chinese legal scene, it has witnessed the steady increase in trade secret disputes. And not only is the number of disputes increasing, but the amount of damages claimed is on the rise too. In a case that attracted great attention in both China and overseas, Foxconn Technology Group (Foxconn) sued Lifang client, BYD Company Limited (BYD), the world’s second largest producer of rechargeable batteries, in the Shenzhen and Hong

Kong courts for trade secret infringement. The case has been called the “most infl uential hi-tech IP dispute in China”. Foxconn claimed RMB 5 million compensation from BYD in the Shenzhen case, and RMB6.5 million in the Hong Kong case. Foxconn withdrew the case in February 2008.

Lifang recently opened a Guangzhou offi ce in response to the growth of trade secret and other intellectual property disputes in the southern Chinese industrial provinces, allowing it to work closer to its clients and closer to the courts where the cases are being brought.

Contact Info.:Yao Deng, Director of Guangzhou Offi ce Lifang & PartnersEmail: [email protected]

Better Trade Secret Protection Sees an Increase in Disputes

Yao Deng

16

NEWS | analysis >>

ISSUE 5.5

SWF outsources its assets to funds managers, most of the work will come from funds managers,” said Ng. “The process for funds managers to manage the money of SWFs won’t be much different from managing the money from other funds.”

Whenever a funds manager has a new mandate or a new client, it will need to set up new funds and will need lawyers.

In addition, when a funds manager looks to another country for investments it will need legal and other professional services.

Although some countries are cautious and strict about investments made by China’s SWFs, they are still allowing these SWFs to invest. However, it will probably take some time before China’s SWFs will be able to freely invest where they wish.

Despite the concerns over SWFs, many law fi rms, both local and foreign, are keen to be involved in and benefi t from China’s growing SWFs.

“There will be opportunities for us to advise China’s sovereign funds in Singapore. We are actively preparing ourselves to win mandates from China’s SWFs and trying to connect to these funds through people who are on the ground in China,” said Ng.

He speculated that the most likely sector for China’s sovereign funds to invest in Singapore would be the telecom industry.

Shanghai-based local fi rm Han Yi and DLA Piper’s Shanghai offi ce, both with extensive investment funds experience, have said that, although they have not started to work on any of the SWF projects, they are expecting to become involved sometime later. ALB

在主权基金中淘金在主权基金中淘金西方对主权财富基金的争论正如火如荼地进

行，因为西方国家担心此类基金可能服务于政治目的，控制战略性行业。因花旗银行、瑞士银行和美林等主要金融机构在次按危机引发亏损后转投外国政府控制基金，美国总统候选人希拉里 • 克林顿近来呼吁对主权财富基金施加严格审查。

特别是自去年9月中国投资有限责任公司 (中投公司) 成立以来，引发种种政治敏感问题。中投公司目前是世界第五大主权财富基金，拥有可支配资产2000亿美元，已收购美国私募股权巨擎黑石和总部位于纽约的摩根士丹利的股权。

在美国，中投公司的投资非但受到欢迎，且一直饱受争议。中投公司在斥资50亿美元投资摩根士丹利的交易中，聘请美国律所Sullivan & Cromwell担任法律顾问。但面对《亚洲法律杂志》的采访邀请，该律所拒绝对此宗交易或者主权财富基金业务进行评论，其中的原因或许与此项交易的政治敏感性有关。该所亦为巴克莱银行向国家开发银行出售30亿美元股份提供顾问服务。

然而，主权财富基金背后是否存有政治动机并非《亚洲法律杂志》将予讨论的问题。本文意在关注中国日益强大的主权财富基金和中投公司的投资策略将为律师业带来的潜在机遇。

为尽量降低风险且获得更高投资回报，中投公司力图按商业化模式进行运作。中投公司副总

“There are immense opportunities for lawyers to advise sovereign funds”

NG JOO KHIN

NEWS | analysis >>


Blancpain again displays its innovative strength by presenting the fi rst ever movement equipped with a one-minute karussel. An apparatus all but forgotten for over a century by the great names in the watch industry, the karussel is

a viable alternative to the tourbillon. Like the latter, it reduces the effect of gravity on the rate of movement. By reinstating this mechanism and opening up new horizons for it, reduced to wristwatch size for the fi rst time, Blancpain again makes its mark on watchmaking history and puts a stylish end to the debate among exponents of diverging views on the defi nition of karussel.

Tourbillons and karussels both compensate for the effects of gravity on a watch movement. By making the entire mechanism spin on its axis within a carriage, the movement itself manages to compensate for the effects of gravity by acting as an authentic regulator of time. Karussels and tourbillons differ, however, in the manner in which they do this. In a tourbillon, the carriage is connected to the barrel through a single gear train. This means that if this mechanical connection is interrupted, the tourbillon stops rotating. The karussel on the other hand is linked to the barrel by two gear trains. The fi rst provides the energy required to run the escapement, while the second controls the carriage’s rotation speed. The karussel has a more sophisticated and component-rich construction.

60 seconds and a Blancpain patentIn addition to that fact that it revives this underused apparatus,

the Blancpain Carrousel Volant Une Minute goes further than Bonniksen’s initial invention. While the latter paid no particular attention to the speed of rotation, the manufacturer has opted to develop a complete differential gear control system. Here again, Blancpain sets itself apart by being the fi rst watch brand to appropriate this prestigious invention by updating and perfecting it. Until now, the differential gear system regulating the rotation of the karussel carriage had not received any in-depth research. By elaborating – and patenting – a system, causing it to rotate in exactly 60 seconds, Blancpain makes yet another decisive contribution to watchmaking history.

As the world’s fi rst karussel wristwatch, Blancpain’s innovation consists fi rst and foremost of its capacity to miniaturise this extremely complex mechanism. Another major innovative feature lies in the fact that the Blancpain watchmakers poured all their expertise and all their inventive abilities into placing the balance of this karussel at the very centre of the carriage. Finally, the watch features an exclusive differential gear system that precisely controls the rotation speed of the carriage. By performing a complete revolution in one minute, this new world-fi rst calibre heralds a whole new line of timepieces.

WORLD FIRST: BLANCPAIN CARROUSEL VOLANT UNE MINUTE

Product Profi le Blancpain


经理兼首席风险官汪建熙上个月在Credit Suisse Asian Investment Conference 上表示，中投的投资团队根据资产类别分为几组：股票、固定收益、对冲基金、私募股权及其它另类资产组别，各小组制定投资策略并向投资官报告。在切实进行任何投资之前，其研究报告须经投资决策委员会和风险管理小组评核，二者均对投资组的决议拥有否决权。

汪建熙在会上还表示，中投公司已制定明晰的公司治理架构，其运营受11名董事监督，其中部分董事为来自中国证监会、中国银监会、国家外管局和其他政府机构的重要官员。

采用公司治理结构意味着本地和国际律师将大有可为。

新加坡腾福律师事务所的合伙人Ng Joo Khin表示，“主权基金会为商务律师带来巨大的机遇，在基金斥资投资之时尤为如此。主权基金投资在本质上集区域性和全球性于一体，故既需本地亦需国际法律顾问提供咨询服务。”

淡马锡是新加坡政府的投资机构，亦是亚洲为知名的主权财富基金，腾福律师事务所曾代理了在多宗其在海外进行的投资（包括淡马锡收购中国民生银行4.55%的股权）。此外，自国家外管局在新加坡成立分支机构以来，该所一直是外管局的主要法律顾问。

与其它投资基金不同的是，当主权基金投资于海外重大资产或敏感行业时，可能面临来自该国政府的巨大阻力。

因此，深入了解与主权财富基金有关的敏感问题是主权财富基金法律顾问必须具备的素质。

Ng表示，“向主权基金提供法律服务时，律所需确切了解投资项目将引起哪些敏感问题、投资的具体行业和架构、该基金公司如何管理其投资以及希望进行何种尽职审查，此外还需了解基金投资所在司法管辖区的市场情况。”

对于主权财富基金法律顾问的经济回报，Ng表示，若律所能高质量完成工作，主权基金会按市场标准支付酬金。

据称中投公司将借鉴淡马锡的运作模式，因此，希望涉足这一领域的中国本地律所可参照汲取腾福律师事务所的经验。

外包投资业务产生更多法律需求外包投资业务产生更多法律需求中投公司已确认计划将大部分资产外包给有经验的国外基金管理公司替中投管理以及进行海外投资。此项计划一经公布便吸引了上百家国际基金经理公司参与竞标。

上海咨询公司咨奔在其近发布的报告中预计，中投公司将致力于资产增值，力图从目前的2000亿美元增长至2010年的6250亿美元，届时，将有超过70%的资产委托予国际基金管理公司管理。

中投公司外包海外投资业务将会为律所带来更可观回报。

“如果主权财富基金将其资产外包予基金经理人，大部分法律委托要求则会来自基金经理

SOME OF CIC’S INVESTMENTS ►Target company Investment

value (US$m)

Stake

Blackstone 3,000 10.0%

Morgan Stanley 5,000 9.9%

Visa 100 n/a

China Railway Group

100 n/a

Cont p20

18

NEWS | analysis >>

ISSUE 5.5

Shanghai one step closer to fi nancial centre dream

Investors and lawyers are reacting with excitement to Shanghai’s opening up to listings of foreign invested enterprises, as ALB China reports

Foreign invested enterprises (FIEs) have always been an important part of the economy and have created signifi cant demand

for commercial and corporate legal services. In the near future, they will offer new mandates to domestic capital markets lawyers, as they are now welcomed by Shanghai Stock Exchange to launch A-share IPOs.

Although there have never been any offi cial restrictions on FIEs listing on domestic stock exchanges, it has always been diffi cult for FIEs to list, due to the lack of a systemic and practicable operation guideline for FIEs to obtain fi nancing in the China securities market.

Currently, there are only a few FIEs listed in Shanghai and Shenzhen, including Ningbo Dongmu, a Sino-Japan joint venture that has been the fi rst FIE to successfully issue A shares. Each was handled as a special case and was given special support from the government.

However, the Shanghai government recently made a breakthrough in the development of FIE listings by indicating that it would start to encourage FIE applicants to the

stock exchange and set up a task unit to promote the listing of FIEs in Shanghai.

In response to criticism of the slow approval process at the CSRC, the task unit will aim to fast-track listing applications made by FIEs.

“Although there’ll be no major changes to laws or regulations, this shift in government attitude is expected to make it much easier for FIEs to obtain the required approvals,” said Peter Corne, managing director of Eversheds’ Shanghai offi ce.

Corne and some members of the Eversheds China Business Group recently met with representatives from the Shanghai Municipal Government Foreign Investment Commission and the Shanghai Stock Exchange to discuss FIE listing in China.

“This change in government attitude is very positive and encouraging for FIEs wishing to list in China, and we expect to see the number of FIEs listing soar,” said Corne. “We would foresee a three- to four-year window of opportunity before the market becomes saturated and the Chinese authorities need to put higher listing thresholds in place.”

CHINESE CROSS-BORDER ACQUISITIONS ►BY MACRO INDUSTRY

So far 2008

Target macro industry

Rank value (US$m)

Market share

Number of deals

Materials 15,191 610.8 12

Energy and power 4,189 16.8 10

Financials 3,700 14.8 8

Industrials 1,248 5.0 10

Healthcare 426 1.7 6

Real estate 105 .4 5

Telecommunications 62 .3 3

Consumer staples 37 .2 7

High technology 18 .1 3

Consumer products and services

0 0 1

Media and entertainment

- - -

Retail - - -

Government and agencies

- - -

Industry total 24,975 100 65Source: Thomson Financial

news in brief >>OUTBOUND INVESTMENT ON THE RISEThe mining sector is leading a surge of cross-border acquisitions by domestic companies. China’s acquisitions of foreign mining targets has reached US$15.2bn thus far in 2008, up from just US$248m in the same period last year.

It is part of a record trend for cross-border outbound volumes. The value of announced cross-border acquisitions is now worth almost US$25bn from 65 deals – closing in fast on 2007’s full year volume of US$29.8bn.

对外投资热对外投资热矿业和资源类企业是国内公司展开海外收购的主要对象。截止2008年，中国公司收购境外目标采矿类企业的总金额已达152亿美元，大幅高于去年同期的2.48亿美元。

中国企业的海外投资屡创新高，可见一斑。目前已公布的65宗跨国收购案总价值近250亿美元，即将达到2007年全年的交易总量298亿美元。

ANALYSIS

NEWS | analysis >>

19www.asianlegalonline.com 19www.asianlegalonline.com

Once the FIEs listing scheme goes ahead, the pool of potential clients for capital markets groups in law fi rms will be greatly broadened, given that there are nearly 300,000 FIEs nationwide.

“The infrastructure of China’s capital markets is rapidly upgrading. The establishment of a multi-structural fi nancing platform will drive law fi rms to diversify their capital markets practices,” said Charles Qin, founding partner of Llinks.

“The listings of FIEs, or possibly red-chip companies and foreign companies, will be a potential growth centre for our fi rm in 2008 and 2009,” Qin added.

Martin Hu, senior partner with Boss & Young, is also actively marketing his fi rm’s business in FIE listings. Just a few weeks ago, Hu presented a seminar for the European Chambers of Commerce in Shanghai regarding the new fi nancing channel for FIEs. The fi rm has advised a large number of overseas listings of domestic enterprises, and is set to take the lead in advising A-share listings of FIEs.

“FIEs will create a whole new arena in domestic listings, and will raise new questions and challenges for legal advisors to tackle,” said Hu. “Also, the decision of whether to list in China will be an integrated part of the foreign investor’s global strategy and policy. A lot of global arrangements and strategic planning have to be done before the listing can get the go-ahead.”

Most of Boss & Young’s foreign clients are from Europe and the US, but Hu expects that the fi rst bunch of FIEs to be listed in China will be from companies in the Asian region, particularly Hong Kong, Taiwan, Japan, Korea and parts of Southeast Asia.

“Asian groups are likely to be among the fi rst to seize this new fi nancing opportunity. They usually can react quickly to new developments like

this and make a decision in a timely manner. In contrast, European and American companies, especially large multinational companies, will take a longer time to make a decision,” Hu said.

In addition, Hu noted that small and medium-sized FIEs owned by Asian investors generally have a greater need to access different fi nancing tools.

In the listings of FIEs on the Shanghai Stock Exchange, domestic law fi rms will inevitably act as lead counsel in the transactions. Yet, due to the cross-border nature of FIEs, international fi rms and fi rms from the investor’s home jurisdiction are likely to be instructed in the more complicated IPOs.

“International fi rms can be involved signifi cantly in the restructuring of the business of the group, setting up a company limited by shares and making it suitable for listings,” said Corne of Eversheds. “There’ll be a lot of work for lawyers arising out of this development.”

Law fi rms in Korea, Japan, Singapore and Hong Kong that are trying to represent Chinese companies in their overseas listings should take note on this new development in Shanghai and start to look for opportunities to advise their clients on a Shanghai IPO.

In the context of the prohibition of round-tripping, it is increasingly diffi cult to structure transactions involving foreign investors. The opening up to FIE listings also provides a new, legitimate and attractive exit strategy for venture capital and private equity investors.

“For the fi rst time, it creates the possibility for foreign investors to raise money locally, and reinvest or make an acquisition with [those] funds. It’s an amazing new opportunity that has an incredible impact on the way that investments are structured in China,” said Corne. ALB

“For the fi rst time, it creates the possibility for foreign investors to raise money locally, and reinvest or make an acquisition with [those] funds. It’s an amazing new opportunity that has an incredible impact on the way that investments are structured in China”

PETER CORNE, EVERSHEDS

上海：距亚洲金融中上海：距亚洲金融中心的梦想更近一步心的梦想更近一步外商投资企业一直是上海经济的重要部分，

并且推动了本地商务和公司法律服务业的发展。随着上海交易所开始欢迎外商投资企业进行A股首次公开发行，在不久的将来，这些企业将为国内资本市场律师带来新的委托业务。

尽管官方对外商投资企业在国内交易所上市并无任何明文限制，但由于在制度上和实际操作上均缺乏指引，外资企业在国内证券市场上融资极为困难。

目前，在上海和深圳上市的外资企业屈指可数，首家成功发行A股的外商投资企业是中日合资企业宁波东睦。此前，已上市的外资企业均被当作特例处理，并且需要政府的特别支持。

然而，上海政府近来表示，将鼓励外资企业申请上市，并成立专门任务小组促进外资企业在上海上市，此举可谓外资企业上市的一大突破。针对外界关注的证监会审批程序较慢的回应，任务小组将致力于加速处理外资企业提交的上市申请。

英国安永实律师事务所驻上海办事处的合伙人Peter Corne 表示“尽管法律或法规不会发生重大变动，但政府态度的这一转变预计将使外资企业更易于通过必需的上市审批。”

Peter Corne和安永实中国业务小组的几名成员近期与上海市政府外商投资工作委员会和上海交易所的代表举行了会谈，就外资企业在中国上市的问题进行了探讨。

Corne 表示，“对于希望在中国上市的外资企业而言，政府态度的这一变化是一个极为积极且具鼓励性的信号。我们预计，上市外资企业的数量将有大幅增长。预期会有三至四年的上市融资机遇，之后市场将达到饱和，届时中国当局将需制定更高的上市门槛。”

鉴于全国现有近30万家外商投资企业，一旦外资企业上市计划顺利进行，律所资本市场业务的潜在客户数量将大大增加。

上海通力律师事务所的创始合伙人秦悦民表示，“中国资本市场的结构正在不断完善和升级。建立多层次的融资平台将为律所带来新兴业务，同时也将扩大资本市场法律服务业的深度和广度。”

秦律师补充道，“外商投资企业，或许还有红筹及外国公司，可能成为本所2008和2009年资本市场业务发展的主要推动力量。”

邦信阳的高级合伙人胡光也正在积极宣传推广该所的外商投资企业上市业务。就在几个星期之前，胡律师就外资企业的新融资渠道在上海为欧洲商会举办了一场研讨会。该所曾为多家国内企业海外上市提供咨询服务，其经验也将使该所在为外资企业A股上市提供法律服务方面走在同行的前列。

胡律师表示，“外资企业在国内上市将为国内资本市场法律服务业开拓出一个全新的领域，也将为律师们提出新问题和新挑战。此外，是否在中国上市也将对外国公司在全球战略和政策制定方面产生重要影响。在上市获得总部董事会批准

Cont p20

20

NEWS >>

ISSUE 5.520 ISSUE 5.5

之前，将有很多工作和环节需要律师参与。”邦信阳的大部分外国客户来自欧洲和美国，但胡律师预计，首批在中国上

市的外资企业很可能是亚洲公司在中国投资的企业，尤其是香港、台湾、日本、韩国和部分东南亚国家的投资企业。

胡表示，“亚洲企业更有可能率先抓住这一新的融资机遇，它们往往能对此类发展契机做出迅速回应，并及时做出决策。相比之下，欧洲和美国公司，特别是大型跨国企业，决策过程较为缓慢。”

此外，胡指出，亚洲投资者在中国拥有的中小型企业通常更需要利用各种融资工具。

在外资企业于上海交易所上市的过程中，国内律所无疑会担任主要顾问角色。然而，由于外资企业具有跨境特性，因此在更为复杂的首次公开发行中，很有可能委聘国际律所和总部所属司法管辖区的律所为其A股发行服务。

安永实的Corne表示，“在集团业务重组中，国际律所大有可为，比如将在中国的有限责任制企业改制成股份有限公司，使之适于上市。在重组和改制等方面将产生大量的法律服务需求。”

那些正寻求担任中国企业海外上市法律顾问的韩国、日本、新加坡和香港的律所须留意上海的这一新发展动向，并积极着手物色机会，为在上海进行首次公开发行的本国客户提供咨询服务。

在“返程”投资结构受到严格监管的背景下，设立离岸特殊目的公司并在海外上市的交易模式日益困难。此时，对外商投资企业的Ａ股上市开启绿灯也为风险资本和私募股权投资者提供了一个合法而又颇具吸引力的全新退出策略。

Corne 表示，“此举首次使外国投资者在本地融资成为可能，并可以用酬得的资金在本地进行再投资或并购。这一良机将对投资中国的交易架构和安排产生重大影响。”

From p19

From p17

人”，Ng表示，“基金经理管理主权财富基金资金的程序与管理其它基金的资金并无太大区别。”

通常，当基金经理人接到新委托或拥有新客户，他们就需成立新的基金，有时须成立专门基金，因此他们会需要律师的协助。当然，在基金经理人前往任何国家物色投资机会时，他们也会需要律师以及其他专业服务机构的服务。

尽管部分国家对于中国的主权财富基金投资持极为审慎的态度，却并未禁止其进行投资。不过，中国的主权财富基金能在各个国家进行自由投资或许尚需时日。

尽管西方对主权财富基金的担忧仍在继续，诸多本地和海外律所仍表示希望参与中国主权财富基金的成长，并从中分得一杯羹。预计到2010年，中国主权财富基金总资产将达7290亿美元。

Ng表示，“我们希望有机会为中国主权基金在新加坡的投资业务提供顾问服务。我们正在积极筹备，争取获得中国主权财富基金的委托。我们正努力通过中国当地人士联系这些基金。”他预计，中国主权基金将有可能投资新加坡的电信产业。

上海瀚一律师事务所和欧华驻上海代表处均拥有丰富的基金管理和投资经验，他们均表示，虽然尚未开始从事任何主权财富基金项目，但预期将在不久的将来参与此类交易。

singapore

UPDATE >>

新交所规范董事会和财务顾问在涉及新交所规范董事会和财务顾问在涉及利润保证并购中的责任利润保证并购中的责任

2008年3月，新交所发布新闻稿，对涉及利润保证（包括以其为对价）的资产并购，明确列出上市公司董事会和并购财务顾问在并购过程中应承担的责任。新交所要求董事会和财务顾问在商谈并购的商业条款，尤其是并购对价基于被并购公司股东的保证利润

时，应特别考虑上市公司股东之利益。新交所将会尽快聘请市场参与者，考虑是否需要在上市手册中对该项议题作出进一步指引。

董事会之责任董事会和财务顾问在涉及利润保证的并购中，应：

1. 考虑被并购公司的历史业绩和被并购资产及业务的前景，衡量其股东提供的保证利润是否可以实现；

2. 考虑在保证利润未能如期实现时，是否有充分足够的赔偿，特别当赔偿金额非基于市盈率做出时；

3. 在保证利润未能实现时，明确有效措施保证公司的追索权得以行使，如采取银行保证或提存赔偿金；

4. 确保并购遵守相关法律或规定，包括新交所对重大交易、须公开披露交易等的相关规定。

同时，董事会还须尽快通知股东关于该并购的商业利益考量以及董事会对该并购作出决定的基础。新交所要求董事会在下列情况时须及时向股东披露重要信息：1. 赔偿金额非基于市盈率作出，董事会须提供该赔偿金额是足够的判断

理由；2. 当并购不能顺利进行时，董事会须对重要信息进行综合披露，包括不

能进行之理由，可行之法律诉求以及因此公司所遭受的财务影响。并购结束后，对保证利润是否实现，公司须及时进行公告。若保证利润

未能实现，则公司须对相关细节进行披露，包括未能实现的数额、原因以及公司如何得到相应赔偿。

财务顾问之责任在并购过程中，财务顾问不仅需考虑上述事项，

还须就该并购是否基于正常商业条款，且不损害公司及股东利益向董事会提供意见，并回答董事会、公司股东或新交所的相关询问。

巫美清企業融資部资深律師Ph: (65) 6322-2228

Fax: (65) 6534-0833

E-mail: [email protected]

陳姝企業融資部法律專員Ph: (65) 6322-2230

Fax: (65) 6534-0833

E-mail: [email protected]

俊昭法律事務所88 Amoy Street, Level Three

Singapore 069907陳姝

巫美清

NEWS >>


Hong Kong fi rm Ng & Shum has opened its third mainland representative offi ce in Suzhou, making it the fi rst Hong

Kong fi rm to have a presence in the city.Ng & Shum opened its fi rst mainland offi ce in Guangzhou

in 1992 and a Beijing offi ce in 2004. It also founded the alliance Yangtze.

As one of the country’s largest destinations for foreign investment and trade, the need for fi rms to build a strategic base in Suzhou is increasingly strong. In recent years, many Shanghai- and Beijing-headquartered fi rms have established branches in the city. Heavyweight King & Wood will be the newest arrival in the city in mid-May, when the fi rm will celebrate the offi cial opening of its new Suzhou offi ce. ALB

Lehman aims for 200 hires in Shanghai

Despite an increasingly tight talent market, Lehman, Lee & Xu has announced an aggressive expansion plan,

in which it aims to hire an additional 200 attorneys for its Shanghai offi ce. The fi rm intends to grow all of its practices, including corporate law, commercial law, intellectual property law, family law, employment law and litigation.

“This expansion is really long overdue,” said Scott Garner, director of Lehman, Lee & Xu’s Shanghai offi ce. “We’ve been operating at our current staff level for a number of years …Hiring 200 attorneys is just part of our plan to support our clients’ needs in Shanghai.” ALB

SHANGHAI

苏州律师业逐渐升温苏州律师业逐渐升温香港吴少鹏律师事务所在苏州开办了其在内地的第三家代表处，成为

该市首家香港律所。吴少鹏律师事务所于1992年在广州开设其首家内地代表处，随后于2004

年在北京开设第二家。该所还发起创办了长江律师联盟。苏州是全国外商投资和国际贸易规模大的城市之一，因此律所在苏州

建立战略基地的需求也日益强烈。近年来，许多总部设在上海和北京的律所已在苏州建立了分支机构。国内规模大的金杜律师事务所将在五月中旬为其苏州分所的成立举行揭牌庆典仪式。

JIANGSU

Suzhou becomes the next hot spot for law fi rms

雷曼欲在上海招募200多名律师雷曼欲在上海招募200多名律师尽

管法律人才市场上的竞争日益激烈，但是雷曼律师事务所近日宣布了一项雄心勃勃的招聘计划，准备为其上海分所招募200多名律师。

该所有意扩大所内各个业务团队，包括企业法、商业法、知识产权法、家庭法、雇佣法及诉讼。

“上海团队扩张的需要已存在多时”，雷曼上海分所董事Scott Garner 表示，“近年来，我们一直以现有的员工规模进行运营。随着上海、江苏和浙江的客户不断增多，我们不得不依赖北京、深圳和成都分所的律师。在上海新聘200多名律师正是我们满足上海地区客户需求计划的一部分。”

UPDATE >>

International Tax

Residence and DomicileThe 2008 UK Budget Changes – continuedNon Resident TrustsThere was a concern that the tax rules would change adversely for non domiciled but UK resident settlors. However, this has proved not to be the case, but instead non domiciled benefi ciaries feel the brunt of the new changes arising from the UK Budget, as affecting trusts.

Non domiciled benefi ciaries will be taxed on the remittance basis for distributions made to them from 6th April 2008. Any untaxed income or gains implicit within the distribution will be taxed in the hands of the benefi ciary in the year it is remitted.

Trustees will be allowed to re-base their trust assets on 5th April 2008 – so that they would have been deemed to have sold and then re-bought the assets on that date, thus crystallising their then cumulative gains before the imposition of the new rules. Generally trustees must elect to rebase the assets by 31 January 2009, and once elected this applies to all assets of the trust.

Gains are matched with capital distributions on a LIFO basis. This applies even to UK domiciled individuals too - previously they were matched on a FIFO basis.

The change does not affect gains that are realised prior to 6th April 2008 but that are not remitted until subsequently. These will still be tax free when remitted.

Any supplemental charge where there is a change of ownership of a trust (under s91 TCGA) for remittance users will be based on the date the capital payment is remitted by the trustees, not the date it is remitted to the UK.

Non Resident Companies Anti avoidance legislation that taxes UK domiciled residents on chargeable gains made by their own non-UK resident company are now extended to non UK domiciled individuals living in the UK. For non UK domiciles living in the UK, owning a UK property through an offshore company will now mean that the gain is taxable. This has already impacted the UK housing market.

Offshore MortgagesFrom 6th April 2008, payment of offshore mortgage interest on a UK property from untaxed foreign income will now be deemed to have been remitted to the UK, and so be taxable. Any mortgages at 12 March 2008 will be exempt from this new charge until 2028, unless the terms of the mortgage loan are varied or a new loan taken out.

Debbie Annells, Managing Director,AzureTax Ltd, Chartered Tax Advisers Suite 4708, The Center, 99 Queen’s Road, Central, Hong Kongwww.azuretax.com, a member of AzureTax Group(Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370,(Fax) +852 2122 9209Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation. Debbie Annells

22

NEWS >>


Thomson Financial has released its quarterly health check of the markets.

For the fi rst quarter of 2008, the Asia-Pacifi c debt market totalled US$48.1bn, down 34.2% from the corresponding fi gure for the same quarter last year. These fi gures included Australia, but excluded Japanese debt. This was the lowest fi rst quarter fi gure since Q1 2003. At the current rate, it seems improbable that the market will reach last year’s record US$273.9bn volume.

Despite the overall debt downturn, government bonds rose 28% while sovereign bonds increased by 1.2%. Meanwhile, China’s booming IPO and equities market sustained gains with A-share debut offerings of 22 companies showing average increases of 94.1%. This represents proceeds of US$7.6bn, a 36.6% drop from US$12.1bn for the same period in 2007. Chinese-listed fi rms which listed in domestic exchanges last year increased on average by 113.6%, based on their share prices.

“Clearly, the market isn’t as hot as it was last year,” said Hubert Tse, managing director of Yuan Tai. “However,it’s still in pretty good shape. We’re optimistic about the forecast for the next few years and that there’ll still be plenty of work.”

The bullish sentiment for Asian CBs reached a high point when Chinese petroleum giant Sinopec generated the largest CB offering on record of $4.2bn. This amount helped China achieve the number two position after the US in the value of CBs issued. All regions other than Asia-Pacifi c/Japan suffered year-on-year declines. Asia captured over a quarter of the CBs issued globally, with the region’s volatile equities market and a growing hedge fund industry fuelling this appetite for CBs. ALB

DEBT MARKET

Debt market down, CBs on the rise

UPDATE >>

Intellectual Property

B&Q’s Chinese trademark recognised as well known

LB&Q, the UK’s largest do-it-yourself warehouse operator, recently had its Chinese mark recognised as a well-known trademark in China. In the judgment of B&Q PLC v Zhoushan Bai An Ju Trading Co., Ltd, the

Ningbo Intermediate Court considered the B&Q Chinese character mark to be well known. This was despite recent moves by the Supreme Court of China to restrict the award of well known trademarks.

The Chinese company Bai An Ju used the same B&Q mark in Chinese characters as a distinctive part of its company name. It also offered a similar service in eastern China. Based on these actions, B&Q claimed trademark infringement and unfair competition, and requested the Court recognise its English and Chinese marks as well known.

Bai An Ju argued that it had not infringed B&Q’s right to its trademark, as Bai An Ju’s company name had been approved and registered by the local administrative authority. It also argued that B&Q’s trademark should not be recognized as well known as B&Q had not shown suffi cient evidence within China that it was famous.

In a 30-page judgment, the Ningbo Court held that B&Q’s Chinese mark was well known in China, and that the registration and use of Bai An Ju’s Chinese company name had diluted B&Q’s well-known trademark in the Chinese language. The Court did not credit Bai An Ju’s non-infringement defence, even though the name had been approved by the local administration of industry and commerce. Finally, the Court ordered Bai An Ju to cease using its current company name, pay damages to B&Q and make a public announcement in a local newspaper.

The Court awarded well-known trademark recognition despite a recent Supreme Court note restricting the award of the well-known status. According to the Supreme Court note, the courts should be very cautious in awarding well-known status since such recognition places huge demands on civil litigation throughout China, and courts should only comment on it when such a ruling was considered necessary for the outcome of the case.

Rouse regularly litigates well-known trademark cases like this one in important jurisdictions all over China. While there are substantial evidential requirements, proving a rights owner’s overseas reputation is only partially useful – the real requirement is to show reputation in China. Firm commitment from rights owners is needed to gather all relevant documentation, as well as ensure that proper follow-up after the litigation makes maximum use of the trademark’s well-known status

He Fang is a litigator with Rouse in Shanghai, and can be reached at [email protected]

He Fang is a Chinese lawyer based in

Rouse’s Shanghai offi ce

NEWS >>


债券发行总量减少，可转债发行量渐增债券发行总量减少，可转债发行量渐增Thomson Financial已发布季度市场行情调查。

2008年第一季度，亚太债务市场总额为481亿美元，较去年同季度下降34.2%。该数字包括澳大利亚，但不包括日本。这是自2003年第一季度以来债务金额低的季度。按当前的比率计算，市场似乎不大可能达到去年的高记录2739亿美元。

尽管债务市场出现整体衰退，政府债券总额却上升28%，主权债券上升1.2%。同时，国内的首次公开发行和股票市场持续繁荣，22家A股上市公司发行债券的平均规模增长94.1%，所得收益共76亿美元，但相比2007年同期的121亿美元下降36.6%。按股价计，去年在国内交易所上市的公司平均市值增长113.6%。

“显然，市场热度不如去年，”源泰律师事务所国际业务部董事总经理兼主管谢鸿铭表示，“但形势仍然较好。我们对未来几年的情况持乐观态度，相信仍会有较大的业务量。”

随着石油石化巨擎之一的中石化成功完成国内迄今大规模的分离交易可转换债券发行，亚洲可转换债券市场的看涨情绪达到致高点。此次发行使国内已发行的可转换债券总价值紧随美国之后位居全球第二。亚太以外地区的可转债市场无一不连年下挫。亚洲的可转换债券发行占全球逾四分之一，该地区动荡的股市和日益成长的对冲基金也刺激了对可转换债券的需求。

Sheppard Mullin builds on US–China connectionUS fi rm Sheppard Mullin Richter & Hampton has

announced the opening of a Silicon Valley offi ce. The fi rm, which opened a Shanghai offi ce last year, hopes to use its Silicon Valley presence to enable it to capitalise on the growing business nexus between China and Silicon Valley, especially in IP, venture capital and M&A practice areas.

“A Silicon Valley presence is integral to Sheppard Mullin now being better positioned to handle high-value work for Asian clients in the US,” said David Huebner, Shanghai-based head of the China practice. ALB

盛智巧借中美关系发展业务盛智巧借中美关系发展业务继

去年在上海开设了其在海外的第一家代表处后，近刚开业的硅谷办公室成为美国盛智律师事务所分支机构中的新成员。该所希望借助

中国与硅谷间日益增多的业务关系，尤其是在知识产权、风险投资和并购等领域的机遇，来发展亚洲业务。

上海代表处的中国业务主管David Huebner 表示，“本所致力于处理美国境内亚洲客户的高端业务，硅谷分所的成立是构成盛智发展战略的重要部分。”

REGION

Source: Thomson Financial; NB: Figures exclude Japan, include Australia

ASIA-PACIFIC DEBT MARKET: ►VOLUMES PLATEAU

Proceeds amount (US$m) Deals

2000 91,166 883

2001 138,430 1,500

2002 135,077 1,568

2003 166,816 1,274

2004 192,048 1,198

2005 204,084 1,216

2006 272,011 1,338

2007 273,899 1,424

1Q 2008 48,116 293

UPDATE >>

Ministry of Commerce Issued the Guiding Opinions on the Work of Absorbing Foreign Investment in 2008

In order to further strengthen the utilization of foreign investment, the general offi ce of the Ministry of Commerce Issued the Guiding Opinions on the Work of Absorbing Foreign Investment Nationwide in 2008 (“Guiding Opinions”),

which summarize the work of absorbing foreign investment in 2007 and provide the guidance to the work in 2008.

Change in Strategy of Foreign Investment AbsorptionThe Guiding Opinions emphasize that foreign investment should be absorbed to enhance energy saving, emission reduction, economical and intensive utilization of land, independent innovation and fulfi llment of social responsibilities. For the eastern part of China where foreign investment practices are already well-developed, the government will spend more effort establishing and protecting the optimum relationship between the absorption of foreign investment and environmental protection, economical and intensive resource utilization, industry upgrading and social harmony.

Change in Guidance of Foreign InvestmentThe Guiding Opinions again stress the need to implement the revised Catalogue for the Guidance of Foreign Investment Industries (2007 Revision) (“Catalogue”) and to encourage foreign investment in equipment manufacturing, new materials production and other advanced high-tech industries. On the other hand, the Guiding Opinions require continuous control on foreign investment in the areas of steel, cement, electrolytic aluminum and real estate development.

Enhancement of Foreign Investment UtilizationThe Guiding Opinions report that in line with the “11th Five-Year Plan” of Utilization of Foreign Investment promulgated by the National Development and Reform Commission in 2006, the Ministry of Commerce will continue to encourage foreign investors to invest in advanced high-tech companies and will facilitate the exit mechanism for foreign investors in China. For such purposes, the Administrative Measures for Initial Public Offerings and Listing on the Growth Enterprise Board are on way to enactment, which will provide exit channels for domestic small and medium sized high-tech companies.

In addition, the Guiding Opinions encourage foreign investors to participate in the restructuring and reform of state-owned enterprises through mergers and acquisitions and emphasize the need of further cooperation among different governmental agencies to establish a comprehensive monitoring system for foreign-related mergers and acquisitions.

David Yu and Tomy XiaLlinks Law Offi cesDavid Yu: [email protected] Xia: [email protected] Tomy Xia

David Yu

shanghai

24

NEWS >>


Italian fi rm Chiomenti Studio Legale has widened its Asian reach by merging with Birindelli & Associati.The deal will offer a host of inbound and outbound legal

services such as M&A, banking & fi nance and capital markets advice to both Italian and Chinese clients.

“We believe that Chiomenti is the only top Italian law fi rm with offi ces in Asia,” said Filippo Modulo, head of the China desk in Rome.

The integration gives Chiomenti a presence in Beijing, Hong Kong, Shanghai, Singapore, Hanoi and Pyongyang.

BeA managing partner Luca Birindelli started his Asia practice in 1987. “Moreover, the parallel establishment of a China desk in Italy will certainly provide Asian clients with state-of-the-art services to address the cultural gap that typically arises in cross-border transactions,” said Birindelli. ALB

REGION

意大利律所涉足内地市场意大利律所涉足内地市场意大利律所Chiomenti Studio Legale与Birindelli&Associati合并，扩大

了其在亚洲的业务范围。合并将产生大量跨境法律业务，如就并购、银行与金融以及资本市场等

方面向意大利和中国客户提供顾问服务。常驻罗马的中国部门主管Filippo Modulo 表示，“我们认为，Chiomenti 是

唯一一家在亚洲设有办事处的意大利顶级律所。”合并使Chiomenti的业务遍及北京、香港、上海、新加坡、河内和平壤。B&A执行合伙人Luca Birindelli 于1987年开始在亚洲执业。他说，“在意大

利成立中国部门必将为在意投资的亚洲客户提供一流的服务，为他们解决跨境交易中常常出现的文化差异问题。”

Italian fi rm penetrates mainland market

UPDATE >>

China

Foreign Investment in Securities Joint Ventures

Following China’s accession to the World Trade Organization in December 2001, the China State Securities Commission (“CSRC”) promulgated the Rules on the Establishment of Securities Companies

with Foreign Equity Participation (the “Old SJV Rules”) in June 2002 to put in place the framework for the regulation of foreign-invested securities companies (“Securities JVs”). Amid strong pressure from foreign investment banks to liberalize the securities market in China further, CSRC promulgated a revised version of the Old SJV Rules (the “Revised SJV Rules”) on December 28, 2007 and at the same time issued the Provisions for the Establishment of Subsidiaries of Securities Companies (Trial Implementation) (the “Subsidiaries Provisions”). The Revised SJV Rules and the Subsidiaries Provisions both took effect on January 1, 2008 which set into motion certain signifi cant changes to the existing regulatory regime.

One of the key changes is the removal of the requirement that a foreign invested Securities JV must be established in the form of a limited liability company, thus making it impossible to become a public company. Under the Revised SJV Rules, a foreign investor may invest in a domestic listed securities company by either acquiring its shares on a local stock exchange or by becoming a foreign strategic investor in a domestic listed securities company and hold its shares subject to CSRC’s approval. In addition, requirements for the foreign shareholder of a Securities JV have been relaxed: the minimum track record of having conducted securities business in its home country is reduced from ten years to fi ve and only one of the foreign investors is required to be a qualifi ed fi nancial institution. Such a relaxation paves the way for foreign banks and other institutional investors to be involved in Securities JVs. Furthermore, a Securities JV is now permitted to engage in sponsoring in addition to underwriting of shares and bonds which was the only permitted activity.

Despite the positive regulatory changes made, foreign investors are generally disappointed that the one-third total foreign equity ceiling for a Securities JV was not lifted and that brokerage of A-shares are still out of bounds for a Securities JV. Nevertheless, given the PRC government’s concern that domestic securities companies are still not suffi ciently strong to compete with foreign fi rms, liberalization of foreign investment in the PRC securities industry would remain incremental and protracted.

Written by: Jeanette Chan, partnerLily Zhuo, China law consultantPaul, Weiss, Rifkind, Wharton & Garrison

For more information please contact:Paul, Weiss Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Offi ce Tower ANo. 7 Dong Sanhuan ZhongluChao Yang District, Beijing 100020, PRCJeanette K. Chan, partner Email: [email protected] Ph: (8621) 5828-6300 or (852) 2536-9933

Jeanette K Chan

NEWS >>


REGIONPillsbury only international law member of CSMESA

Joseph Chan, Pillsbury

TRADEMARK

Chinese trademark fi lings increase

Pillsbury Winthrop Shaw Pittman was named the only international law member

of the China Small and Medium Enterprises Financial Services Strategic Alliance. Pillsbury’s practice areas are cross-border fi nancing, venture capital and private equity. The fi rm’s Shanghai managing partner Joseph Chan is the alliance advisor. Chan said Pillsbury hopes to open an offi ce in Beijing in the near future. ALB

必百瑞为中小企业投融资提供国际法必百瑞为中小企业投融资提供国际法律服务律服务美国必百瑞律师事务所被指定为中国中小企业金融服务战略合作联盟唯一

国际法律成员。必百瑞的业务范围涵盖跨境融资、风险资本和私募股权。该所的中国业务负责人陈永坚担任联盟的法律顾问。陈表示，必百瑞希望在不久的将来在北京开设代表处。

For the seventh straight year, China-based companies have increased the number of new fi lings for trademarks in the US.

A Dechert report reveals that Chinese companies fi led 1,750 applications with the US Patent and Trademark Offi ce in 2007 – more than three times the amount in 2003.

Japan led its regional neighbours with 2,920 new fi lings in 2007, down from 3,040 in 2006.

After China, South Korea and Taiwan registered about 1,000 new fi lings each.

The report also noted that Chinese companies are fi ling trademark applications for their own homegrown brands, rather than adopting a more American-friendly name. Examples include luggage brand Kongzhongniao, which translates to ‘a bird is in the air’, and electrical wiring brand Wuhandianzianerchang, which means ‘fl ying crane’. ALB

中国商标注册量上升中国商标注册量上升中国公司在美国申请注册新商标的数量实现连续七年增长。

Dechert 报告显示，2007年，中国公司在美国专利商标局提交了1,750项申请——超过2003年数量的三倍。

日本领先于亚洲其它国家，2007年提交2,920项申请，但与2006年的3,040项相比有所下降。

韩国和中国台湾各提出约1,000项申请。

US TRADEMARK APPLICATIONS FILED BY CHINA, JAPAN, TAIWAN, ►SOUTH KOREA 2000–07

Filings by applicants from China

Year 2000 2001 2002 2003 2004 2005 2006 2007

New fi lings 320 340 420 510 910 1,150 1,420 1,750

Change over prior year

– 7% 23% 21% 79% 26% 24% 23%

arbitration

UPDATE >>

让仲裁更经济 – 仲裁成本控制谈让仲裁更经济 – 仲裁成本控制谈 1 1

仲裁是较之诉讼更为经济、灵活并易于执行的争议解决方式，当事人选择仲裁，就是希望追求成本-效益大化，因此“如何让仲裁更经济”也是关注之一。

首先来了解仲裁成本的构成。仲裁中通常存在两方面开支，一是和仲裁有关的费用，主要包括仲裁庭费用、庭审设施租赁费、文印费等，在当事人请求仲裁机构管理仲裁案件时，还有机构的行政管理费；另一开支则是解决争议通常会产生的费用，主要包括律师费、聘请专家顾问的费用等。对这两项开支，如何进行成本控制呢？如下方法可供参考：

一、选择仲裁机构管理仲裁机构是介于当事人和仲裁庭之间的中立第三方，拥有成熟的仲裁管

理规则，是仲裁成本控制的佳制衡者。首先，仲裁机构的仲裁费用计算规则公开，具有客观性和透明度。虽然各个仲裁机构的费用计算标准可能不同，但一般无外乎两种：“以争议涉及的金额计”和“以相关工作时间计”。前者让当事人在启动仲裁前，就可对投入仲裁的成本作出相对准确地预计；后一种方法则可以避免程序中不必要的拖延或纠葛。国际商会和新加坡国际仲裁中心均采用“争议金额”模式，而美国仲裁协会和伦敦国际仲裁员采用“时间”模式，当事人可以根据自己的实际情况选择提交仲裁的机构从而让计费方式更好地服务于节约成本的目标。其次，仲裁机构对于仲裁员的管理规则也有利于当事人节约成本。仲裁机构往往拥有庞大的候选仲裁员名册和详尽的仲裁员资料，省却了当事人自行查阅仲裁员资料发生的费用。仲裁机构还往往要求仲裁员在提供简历时一并附上个人收费标准，便于当事人比较开支，作出优选择。

二、采用《联合国国际贸易法委员会仲裁规则》进行临时仲裁倘若当事人约定采用不经机构管理的临时仲裁方式，那么与仲裁有关的

开支主要集中于 “仲裁庭费用”，通常该笔费用由仲裁庭确定。为了防止费用确定不着边际，当事人可以援用《联合国国际贸易法委员会仲裁规则》(也称为“UNCITRAL Rules”)。该规则第39条规定，仲裁庭应适当考虑运用仲裁员指定机构公布的费用计算表确定仲裁庭费用，如果指定机构没有类似计算表，应参考国际仲裁中的通常惯例——这对于仲裁庭无疑是个紧箍咒。

三、提名资质符合争议解决需要的仲裁员对于律师费等项目仲裁开支，当事人可以通过选择适当的仲裁员来控制成

本，如对于涉及专业问题的争议选择对口专业的仲裁员、选择以仲裁语言为母语的仲裁员，从而大大节省聘请专家顾问的费用以及鉴定费和翻译费。

四、给年轻律师或仲裁员机会对于以时间计费的律师或仲裁员而言，其费率的确定往往与其声望、地

位甚至居住地的生活成本有关，因此选择大牌律师或仲裁员不仅意味着仲裁费用的高负担，也可能由于这些 “大牌” 的过分忙碌而影响仲裁效率。因此建议当事人多给年轻律师和仲裁员机会，在节约成本的同时快速解决争议解决，实现双赢。1 本文根据新加坡国际仲裁中心副主席巫昱成教授在《吉隆坡区域仲裁中心成立三十周年大

会》（2008年4月7日-8日）上演讲题目，参考编译。

Michelle Lee

编译者：李明瑞（Michelle Lee）新加坡国际仲裁中心

Singapore International Arbitration CentreAddress: City Hall 3 St Andrew’s Road Singapore 178958Tel: + 65 6334 1277 Fax: +65 6883 0823Email: [email protected]: www.siac.org.sg

26

NEWS >>

ISSUE 5.526

NEWS | appointments >>

ISSUE 5.5

LATERAL HIRES ►Name Leaving Going to Practice LocationGregory Sy Lehman, Lee & Xu Grandall Legal Group Corporate structuring and transactions Beijing

John Chu General Motors Broad & Bright Investment, fi nancing and corporate Beijing

Lawrence Guo Freshfi elds Broad & Bright FDI, M&A, capital markets Beijing

Daniel Zhang TDK Otsuka China Head of legal Shanghai

Ignatius Hwang

Freehills Bryan Cave International trade and projects Hong Kong

Calvin Lai Sullivan & Cromwell

Freshfi elds Bruckhaus Deringer

Corporate Hong Kong

Peter Chow Baker & McKenzie Bryan Cave International arbitrations and construction disputes

Hong Kong

PROMOTIONS ►Firm Name New role LocationFreshfi elds Bruckhaus Deringer Antony Dapiran Partner Beijing

Weil, Gotshal & Manges Kevin Ban Partner Shanghai

Weil, Gotshal & Manges Anthony Wang Partner Shanghai

Linklaters William Liu Partner Shanghai

Linklaters David Irvine Partner Hong Kong

Linklaters Kunal Thakore Partner Hong Kong

Various Broad & Bright

Broad & Bright to boost corporate workBeijing-headquartered Broad & Bright has appointed John Chu, former head of legal at General Motors in Beijing, and Lawrence Guo, previously a senior associate with Freshfi elds Bruckhaus Deringer in Beijing, as partners. The fi rm now has nine partners in total.

Both new partners have extensive experience in handling foreign investment and corporate matters, and are set to give a boost to the fi rm’s expertise in corporate practices.

世泽引进涉外人才世泽引进涉外人才总部设于北京的世泽律师事务所已委任前通用汽车驻北京公司法律顾问储贺军及原富而德律师事务所北京代表处高级律师郭林军担任合伙人。该所目前共有九名合伙人。

两名新合伙人均在外商投资领域拥有丰富执业经验，他们的加入将使该所的公司以及涉外法律业务更进一步。

Lehman, Lee & Xu Grandall

Grandall adds one in BeijingGregory Sy has joined Grandall Legal Group in Beijing as a partner and foreign counsel from Lehman, Lee & Xu. His practice includes general business advisory for SME businesses in China, particularly in the areas of international corporate

structuring and transactions. He has represented clients such as the Consulate of the United States of America in China, the Embassy of Brazil, various publicly listed companies, along with numerous SMEs operating in a wide range of industries. Sy is admitted to the New York Bar.

国浩在京合伙人再添一员国浩在京合伙人再添一员此前就职于雷曼律师事务所北京分所的施就明律师近日加盟国浩律师集团（北京）事务所，并担任合伙人兼资深外国法律顾问。其专业特色在于为国内中小型企业提供公司法以及商业法律服务，尤为擅长离岸公司组建与离岸交易设计。其客户包括美国驻华领事馆、巴西大使馆、各类上市公司，以及各行业领域的众多其它中小型企业。施律师为纽约市律师协会的成员。

TDK China Otsuka China

Otsuka China hires head of legal from TDKThe former legal manager at TDK’s Greater China regional headquarters in Shanghai has decided to head the in-house legal team at Otsuka (China) Investment.

Fully owned by Japan Otsuka Pharmaceutical, Otsuka (China) Investment is responsible for investing and managing Otsuka’s invested enterprises in China.

“The pharmaceutical industry in China is signifi cantly growing. As [one of the] top fi ve pharmaceutical companies in Japan, Otsuka China will create an increasing amount of challenging and

diverse legal work for its in-house legal team,” said Daniel Zhang.

Currently, the in-house team consists of three legal counsel. Zhang expects there will be more M&A transactions by his company, and his in-house team will need to work with external counsel in certain deals. Firms on Zhang’s panel list include King & Wood, Haworth & Lexon, Jin Mao Kai De and Shanghai Patent law fi rm.

大冢（中国）投资有限公司聘请前TDK法务大冢（中国）投资有限公司聘请前TDK法务经理经理TDK大中华地区上海总部的前任法务经理章澄已决定出任大冢（中国）投资有限公司的法务部主管。

大冢（中国）投资是日本大冢制药株式会社的在华独资企业，同时也是大冢制药集团在中国的总部，主要负责开展在华投资并对所投资企业进行管理。

章澄表示：“医药行业是目前中国几大具发展市场和魅力的行业。大冢在全球医药行业前50名中排名第25位，在日本国内名列第五。所以我很想投身如此的行业公司，其相应的法务工作也会因此更具多样性和挑战性。”

目前，该公司法务部由三名法律顾问组成。章澄预计，公司在将来会有更多并购事务，而且随着业务的不断深入和多样化，必然会更多使用外部事务所。金杜、和华利盛、金茂凯德、上海市专利事务所等等都在考虑之列。

Various Various

UK leviathans reveal partnership appointmentsMagic Circle fi rms Allen & Overy and Clifford Chance have both revealed their latest round of appointments to partnership.

Allen & Overy announced 28 new partners globally, with fi ve of these from Asia. The new Asia-based partners are corporate Shanghai-based lawyers Richard Kim and Ji Zou, and Hong Kong-based William Woo and Roger Lui, from the corporate and banking practices respectively. The fi fth partner is Suparerk Auychai of the Bangkok banking practice.

Meanwhile, Clifford Chance has appointed 35 new partners, with only two based in Asia. These are Singapore-based Lee Taylor and Andrew Brereton, from the corporate and fi nance areas respectively.

It is tempting to draw a comparison between the two announcements and to draw inferences from the lower number of Asian partners appointed by Clifford Chance and the emphasis on Singapore. However, a spokesperson affi rmed the fi rm’s commitment to balanced growth across Asia and pointed out that the most recent hires needed to be seen in the context of senior partner hires in Asia over the past two years. These included corporate partner Rupert Li and fi nance expert Bruce Schulberg in Beijing, litigator Brian Gilchrist

Gregory Sy, Grandall Beijing

Lee Taylor, Clifford Chance

Andrew Brereton, Clifford Chance

Daniel Zhang, Otsuka China

NEWS >>


NEWS | appointments >>


Dewey & LeBoeuf shuts down three US basesDewey & LeBoeuf is set to close three of its US offi ces before the middle of next year, with the fi rm determined to focus its practice on the major capital markets. The Jacksonville offi ce will be the fi rst to bow out in December this year, with the Hartford and Austin offi ces following suit in February and March 2009.

DLA Piper welcomes new IP head Clifford Chance’s former New York head of IP Drew Wintringham joined DLA Piper last month to lead the fi rm’s IP practice group in its New York offi ce. The move fuels the fi rm’s plan to develop its patent litigation team in New York by increasing the count to at least fi ve lawyers.

Debevoise reveals strong 2007 fi gures Debevoise & Plimpton stands out as one of the strongest performers in the US with the New York fi rm’s 2007 fi nancial results seeing both partner profi ts and fees climb by more than 20% over 12 months, including profi ts per equity partner, which rose to an impressive US$2.29m, and global revenues, which increased by 23.4% from US$575m in 2006 to US$709.54m.

Proskauer Rose heads for ChicagoIt seems Proskauer Rose is fi nally ready to expand into the Chicago market. The fi rm recently recruited three attorneys from Mayer Brown to launch its new offi ce in the mid-west city. It will set up shop with a group of litigators in the insurance arena.

us report

ROUNDUP

Thelen Reid Brown Raysman & Steiner has recently laid off 26 associates and 85 staff in response • economic struggles – at least one associate was laid off in each of the 550-lawyer fi rm’s nine offi ces.

Covington & Burling has acquired a seven-lawyer private equity team from O’Melveny & Myers for its • New York offi ce.

Edwards Angell Palmer & Dodge has welcomed corporate partner Walter Reed to the post of • managing partner.

Chadbourne & Parke has recruited a three-partner team from Thacher Proffi tt & Wood for the fi rm’s • fi rst launch in Latin America – Mexico.

Cadwalader, Wickersham & Taft has made up two partners to its private equity practice.•

in Hong Kong and, most recently, funds specialist John Fadely in Tokyo.

“The recent promotions in Singapore, not to mention hires at associate level, complement these appointments,” the spokesperson said.

英国安理国际律师事务所及高伟绅律师事务英国安理国际律师事务所及高伟绅律师事务所均已公布其新委任的合伙人。所均已公布其新委任的合伙人。安理国际宣布在全球新委任28名新合伙人，其中五名来自亚洲。新获委任的亚洲合伙人包括上海的企业法务律师Richard Kim与 Ji Zou，香港的William Woo 与 Roger Lui律师，二者分别擅长企业法务与银行业务。第五名合伙人Suparerk Auychai 来自曼谷，专门从事银行业法律事务。

与此同时，高伟绅律师事务所已经委任35名新合伙人，其中仅两名位于亚洲。他们是新加坡的Lee Taylor和Andrew Brereton，分别擅长企业事务和金融领域。

通过比较两份公告，即可看出高伟绅委任的亚洲合伙人较少，且侧重于新加坡。然而，发言人申明事务所将致力于平衡在整个亚洲的发展，并指出近期事务所会招聘更多合伙人，而在过去两年间，事务所已招聘多名高级合伙人，其中包括背景的企业合伙人Rupert Li和金融专家Bruce Schulberg、香港的诉讼律师Brian Gilchrist，以及近期刚刚在日本招聘的基金专家John Fadely。

Sullivan & Cromwell Freshfi elds

Freshfi elds strengthens corporate team with two additionsSecurities and M&A specialist Calvin Lai has left Sullivan & Cromwell to join Freshfi elds Bruckhaus Deringer in Hong Kong. Lai will strengthen the fi rm’s corporate practice group, as will the promotion of Antony Dapiran to partner in the fi rm’s Beijing offi ce.

两位新合伙人增强富而德公司法业务实力两位新合伙人增强富而德公司法业务实力证券及并购专家Calvin Lai已离开苏利文•克伦威尔律师事务所，转而加盟富而德律师事务所香港办事处。Lai和晋升为北京办事处合伙人的Antony Dapiran，将增强该事务所公司业务组的实力。

Various Bryan Cave

Bryan Cave adds more partners in Hong KongBryan Cave has recruited Ignatius Hwang as a partner in the fi rm’s Hong Kong offi ce. Hwang, formerly of Freehills, will lead Bryan Cave’s projects practice in Asia and will practise with the fi rm’s International Trade Client Service Group. Hwang’s appointment follows the recent addition of partner Mao Tong to the Hong Kong offi ce.

Bryan Cave has also recruited Peter Chow as a partner, focusing on international arbitrations and complex construction disputes.

博凯增加在港合伙人团队博凯增加在港合伙人团队美国博凯律师事务所委任Ignatius Hwang为香港办事处的合伙人。Hwang原就职于傅立希律师事务所，现将领导博凯的亚洲业务组，并将参与博凯的国际贸易客户服务组。此前不久，香港办公室将Mao Tong律师晋身为合伙人。

28

NEWS >>

ISSUE 5.5

Shepherd & Wedderburn scores Linklaters veteranShepherd & Wedderburn has landed a major hire for its London offi ce with Linklaters corporate partner Steven Turnbull joining the Scottish fi rm in May. Turnbull, who spent 32 years with the Magic Circle fi rm, has advised clients such as ARM Holdings, Electra Private Equity, Flemings and Orange.

Six new partners for Berrymans Lace MawerBerrymans Lace Mawer has promoted six new partners, which is one less than last year. Though fewer in number, the promotion round is nonetheless the biggest in the four years since 2004–05, when it promoted eight to partnership.

CC’s London HQ bags most new partners, once againIn its latest promotion round, Clifford Chance has made 35 new partners worldwide, spread across 12 of the fi rm’s 27 locations. The Magic Circle giant’s London HQ once again scored the highest number of these, receiving 11.

Slaughters elects four new partnersSlaughter and May has promoted four partners in its latest promotions round – with three-quarters awarded to women. This is a huge turnaround from

last year when all fi ve new partners were men. In another turnaround, the fi rm’s fl agship corporate practice only gained one new partner, Rebecca Cousin. Instead, Slaughters’ competition practice was unusually successful, with two promotions.

Eversheds promotes 30 Matching last year’s record round of promotions, Eversheds has appointed 30 to partnership across its 23 international offi ces – with London scoring the largest increase with eight. Twenty-three per cent of new partners were women, with commercial taking the most with three, followed by corporate with two.

Herbies crafts new managing partner roleCorporate partner David Willis has taken on the newly created role of managing partner at Herbert Smith. The move comes after a review of the fi rm’s management structure, where it was decided that the senior partner role held by David Gold should be supplemented.

Shearman chiefs switch placesAfter six years at the Shearman & Sterling helm in the UK, Kenneth MacRitchie is set to return to full-time fee-earning in project fi nance, with acquisition fi nance lawyer Anthony Ward fi lling the role of managing partner.

uk report

ROUNDUP

Lovells has become the latest major City fi rm to concentrate its promotions overseas, with just a third of • the fi rm’s 18 new partners based in London.

Clyde & Co has added nine new partners this year, more than doubling last year’s tally of four. Three of • the new partners are based in London.

Berwin Leighton Paisner has promoted fi ve associates to its partnership, bringing the total number of • partners to 180. The number marks a slight dip from last year’s fi gure of six.

Salans has appointed a new UK head of tax following the hire of Hammonds partner Michael • McCormack. McCormack’s practice focuses on tax issues in real estate, fi nancial services, automotive and energy sectors.

Sullivan & Cromwell has added to its London tax practice with the hire of Michael McGowan from the • UK arm of Shearman & Sterling. McGowan is no stranger to SullCrom – he was a visiting lawyer in the fi rm’s tax group in 1993.

同时，博凯还委任Peter Chow为合伙人，专门负责国际仲裁和复杂建筑业争议解决。

Weil, Gotshal & Manges

Weil Gotshal continues Asia growth with two new partnersNew York-based fi rm Weil, Gotshal & Manges has announced the promotion of Kevin Ban and Anthony Wang, both in the fi rm’s Shanghai offi ce, to partnership.

Both attorneys focus on cross-border private equity and M&A transactions, and are fl uent Mandarin speakers. The promotions mark a continued expansion for Weil Gotshal in Asia. The fi rm opened its Shanghai offi ce in 2004, its Hong Kong offi ce in 2007 and expects to open its Beijing offi ce in 2008. The fi rm has over 20 lawyers in Asia, focusing on both in-bound and out-bound deals for private equity fi rms and multinational corporates.

威嘉新任两名合伙人持续发展亚洲业务威嘉新任两名合伙人持续发展亚洲业务纽约律师事务所威嘉已宣布晋升上海办事处的Kevin Ban和Anthony Wang为合伙人。

这两位律师专门负责跨国私募股权投资和并购交易。这次晋升标志着威嘉继续拓展亚洲业务。该所分别于2004年及2007年设立上海代表处和香港代表处，预期2008年将开设北京代表处。该事务所在亚洲拥20多名律师，专注于为私募股权投资者及跨国公司的境内和境外交易提供法律服务。

Linklaters

Linklaters promotes three to partnershipLinklaters has grown its partner headcount in Asia with three internal promotions. Newly promoted partners David Irvine and Kunal Thakore will be based in Hong Kong, and William Liu will be in the Shanghai offi ce.

Liu will relocate from Hong Kong to strengthen Shanghai’s capital markets practice. Experienced in public debt and PIPE investment, he was involved in the fi rst RMB convertible bond issued by a Hong Kong public company.

The promotion bring Shanghai’s partner total to four and Hong Kong’s to 23.

年利达晋升三名合伙人年利达晋升三名合伙人年利达通过提升三名资深律师，增加了亚洲地区合伙人的总数。新晋升的合伙人David Irvine和Kunal Thakore将驻守香港，William Liu将前往上海办事处。

Liu将从香港调往上海，加强上海资本市场团队的实力。他拥有丰富的代理公债与上市后私募投资经验，曾参与一家香港上市公司的首次人民币可转换债券的发行。

此次晋升使上海合伙人总数增至4名，香港合伙人增至23名。

Ignatius Hwang, Bryan Cave

NEWS >>


various KhattarWong

KhattarWong boosts lit practice In the latest of a series of aggressive moves to expand the fi rm, KhattarWong has announced that it has added three new partners to its litigation practice.

The new incumbents are Irving Choh, Ng Yeow Khoon and Chua Beng Chye.

The expansion is an example of how fi rms are responding to the macro-economic environment. “With the recent uncertainty in the US sub-prime market and the possible backlash in Singapore, we feel that the new partners will strengthen our litigation practice considerably,” deputy managing partner K Anparasan said.

Linklaters Herbert Smith

Herbert Smith Singapore expands energy teamIn line with a strategic plan to build its energy and related fi nance practices in Southeast Asia, Herbert Smith has appointed Richard Nelson as a specialist energy and infrastructure partner in its Singapore offi ce.

Nelson, formerly of Linklaters, has also spent time on secondment at BP. Herbert Smith hopes to leverage his experience with energy and infrastructure and project fi nance to gain a foothold in the enormous pipeline of projects on offer in the region, particularly in the oil, gas and coal sectors.

SHANGHAI

K&L Gates chooses Shanghai to be the second baseFollowing a global trend, K&L Gates has opened its second representative

offi ce in Shanghai, four years after it launched its Beijing base. As well as these two Chinese offi ces, the fi rm has premises in Hong Kong and Taipei.

Some of the current deals of the Shanghai offi ce include advising a major UK-listed hospitality company which is establishing its China operations, and representing a listed US manufacturing company in its acquisition of a Chinese company.

K&L Gates’ practice areas include cross-border M&A and investments, regulatory policies, IP and overseas listings. Vincent Tso is the fi rm’s chief representative. ALB

K&L Gates 设立上海代表处K&L Gates 设立上海代表处为顺应全球发展趋势，K&L Gates于北京代表处成立４年后，在上海开设了其在华的第二家代

表处。除此之外，该所在香港和台北也设有代表处。上海办事处目前的工作包括为一家知名香港上市酒店集团在内地成立公司提供顾问服务，以及

为一家美国上市制造业公司收购中国公司担任法律顾问。K&L Gates的业务范围包括跨境并购与投资、规管政策、知识产权以及海外上市。新代表处的

首席代表由Vincent Tso当任。


Firm Profi le Zhonglun W&D

M r. Zhao Hongrui, graduated from Peking Uni., and he does a lot of legal research and fi nance lectures in

Tsinghua Uni., Mundell International Entrepreneurship Uni., China Intl. Finance Institute, China Power Industry Association, and Chinese Certifi ed Public Accountants Association. The issues Mr. Zhao researched and lectured include Chinese infrastructure law, fi nancing law, litigation law, contract law,

corporate law, and anti-dumping law.in the past 7 years he has been the senior director of Peking Lawyer Association, and now he has been elected as a Law Committeeman of China Democracy League, the Chairman of Tsinghua-CEO’s Financing Committee, and the President of Tsinghua-CEO’s Infrastructure Institute. Mr. Zhao once delegated P. R. China gave a penal session speech in the intl. forum “Going 2006—Facing Knowledge-based Economy Challenges” held by EU in Helsinki, Finland, and now is playing as a fi nancing advisor of “GCFF-shanghai” and a deal-maker for matching the global PE and VC with Chinese high-speed growing enterprises. Being as a senior fi nancing specialist, Mr. Zhao knows the fi nancing-issues in both of intl. private equity, M & A, and IPO levels and Chinese corporate strategy-making level. In the realm of fi nance law practice, Mr. Zhao has abundant Chinese experiences. He handled the “Yangtze River Three Gorges” International fi nancing program, and he has been

leading a Chinese law fi rm to initiate and carry on the foresight theme -- ”Private Equity in nowadays China”.

In the spring of 2008, Mr. Zhao has fi nished the merger between Beijing Li He Law Firm and Zhonglun W&D Law Firm and started playing the role of the Director of Partnership Committee of Zhonglun W&D, and then, he leads a team focusing on the fi elds of Chinese infrastructure and fi nance in the merged fi rm. Mr. Zhao’s team members include attorneys of Xu Hailing, Ren Yuzhi, Li Xin, Wang Peng, and Guo Lei, seeing their picture below.

Contact Info.:Zhao Hongrui19/F., Golden Tower, No.1 Xibahe South Rd., Chaoyang District, Beijing, P. R. China, E-mail: [email protected] Tel.: 008610-6440 2232, 13901 149974Fax: 008610-6440 2915

Zhao Hongrui

CHINESE INFRASTRUCTURE AND FINANCE

— Zhao Hongrui’s Brand-New Layout

30

NEWS | deals >>

ISSUE 4.12

As one of the oldest law fi rms headquartered in Beijing, Jingtian & Gongcheng (J & G) has been carving a particularly

strong niche in cross-border deal making. In this, it has long been playing a leading role in increasing access by domestic companies to overseas capital markets and the increasing volume of inbound and outbound M&A transactions.

J & G comprises approximately 51 partners and 174 lawyers, and conducts an internationally oriented practice in its three offi ces in Beijing, Shanghai and Shenzhen. Clients of J & G are nearly evenly divided between domestic and international companies. They include leading industrial and commercial companies, fi nancial institutions, and private and government enterprises.The fi rm’s client base is diverse in industry and geography, a result of J & G’scapacity to tailor its experience tospecifi c client needs.

With a strong focus on providing top quality legal advice and representation to clients, J & G hires both the very best law graduates from leading law schools at home and abroad, and experienced lawyers who have practised with key government departments, leading international law fi rms and multinational enterprises. To ensure all lawyers have a full understanding of legal development in China, the fi rm provides continual training to its legal professionals. It also has a good track record for providing young lawyers with opportunities to be involved in complex transactions and projects.

Its operation as a single partnership across three offi ces in major commercial centres and major reliance on internally generated growth have contributed to J & G’s reputation for providing consistently high quality legal services. In addition to having a strong reputation, it is one of the fi rst PRC fi rms to invest signifi cantly in a state-of-the-art communications and IT system which fully supports its business acumen and geographic coverage.

A rewarding 2007Transactions capitalizing on expertise across more than one city are becoming increasingly common as the demands of clients grow more complex. To cope with the burgeoning workload, J & G opened

its Shenzhen offi ce in July last year, appointing six veteran local lawyers to partnership. The new partners’ expertise dovetails perfectly with the existing J & G commercial practice; for example, Kong Yuquan has particular interest in capital markets, Wu Jianshe brought banking and fi nance specializsation and Xu Sanqiao bolstered J & G’s arbitration team into an especially strong one with his previous experience as the deputy Secretary-General of CIETAC South China Sub-Commission.

Aside from its geographical expansion, 2007 marked another year of continued accomplishments for J & G. The fi rm reported a 35% increase in its 2007 revenues. Practice areas that experienced the fastest growth in 2007 were M&A transactions, IPOs (particularly overseas IPOs), syndicated loans and debt restructuring.

The fi rm was rated as the best PRC law fi rm for overseas listings in the year of 2007 by leading market research organisation Zero2IPO Group. It also attracts the lion’s share of the IPOs of companies with assets in China on the Singapore Stock Exchange.

As a reputable law fi rm based in the host city of the 2008 Olympic Games, J & G is contributing to the successful delivery of the Games. It has been involved in the Olympic construction bidding process in acting for Beijing Municipalities, and has

been approached by some athletic teams from certain countries to act as their PRC counsel during the Games.

The expanding platform which J & G offers to its partners and associates has resulted in good recruitment. The fi rm’s lateral hires have included experienced lawyers who rejoined J & G after working for several years in other fi rms. The “returnees” believe that J & G provides better opportunities to continue to grow their practice and professionalism.

Since established in 1992, J & G has been a market leader in each of its core practice areas. However, instead of resting on its laurels, J & G is endeavouring to establish a leading position in emerging areas, including anti-monopoly legal practice, the entertainment industry and overseas investment by Chinese companies.

The result speaks for itselfJ & G has had a prominent securities practice for more than a decade, and has been continuously winning mandates from large and active investment banks and securities fi rms, including UBS, Credit Suisse, Goldman Sachs, Morgan Stanley, JPMorgan Chase, Merrill Lynch, Citi Bank, ABN AMRO Bank, CITIC Securities and CICC.

The results achieved on behalf ofits clients have set J & G apart from other fi rms.

Jingtian & Gongcheng makes the cut

Firm Profi le J & G

NEWS | deals >>


Firm Profi le J & G

Domestic representative work in the past 12 months include: acting for the underwriters in China Railway Construction Corporation’s ‘fi rst A then H’ share listing, which raised more than US$5.4bn and is the largest IPO in 2008 to date; representing the underwriters in PetroChina’s US$8.9bn A-share listing; and advising China Shipping Container Lines Company in its US$2.1bn IPO in Shanghai.

On the international stage, the fi rm was involved in a number of high-profi le capital markets transactions of PRC companies during the same period. These include Country Garden Holdings’ US$1.7bn Hong Kong IPO, which is the largest offering by a Chinese developer on the Hong Kong Stock Exchange, Country Garden Holdings’ offering of US$500m convertible bonds, Yangzijiang Shipbuilding’s IPO in Singapore, which raised US$717m and is the second-largest IPO in Singapore since 1998, and Want Want China’s US$1.1bn IPO in Hong Kong. J & G was also involved in Asia Media’s US$25.3m debut in Japan, the fi rst listing of a PRC company on TokyoStock Exchange.

Being able to combine specialised expertise and innovative dealmaking skills, J & G is regularly sought by clients to advise on some of the largest and most complex M&A transactions. Recent representations include assisting Gome in purchasing Dazhong for US$400m and advising Anhui Conch Cement Company’s acquisition of US$590m worth of assets from Anhui Conch Holding Company and Anhui Conch Venture Investment Company.

In addition, J & G is a noted leader in advising borrowers and syndicated banks in energy and petroleum refi nery projects. Recently signed project fi nancings have been Nanhai CNOOC & Shell Petro Chemical’s US$3.2bn refi nancing, Liaoning Hongyanhe Nuclear Power Plant’s US$5.7bn fi nancing and Fujian Ningde Nuclear Power Plant project’s US$5.7bn fi nancing.

As China is increasingly recognised as one of the world’s fastest growing legal service markets, J & G is also pushing traditional boundaries to deliver innovative and value-driven client solutions that are attracting national and international attention.

作为中国历史最悠久的合伙制律师事务所之一，竞天公诚在处理涉外业务领域最具专业特色。多年来，该所在帮助国内企业进入海外资本市场和促进

境内外并购交易方面扮演了重要角色。竞天公诚现有51个合伙人以及174名律师，分

布在北京、上海、深圳三个办公室，以更好地应对与日俱增的涉外业务。竞天公诚的国内、国外客户几乎各占一半，其中不乏著名的跨国企业、金融机构、民营企业和政府部门。由于竞天公诚善于利用自身的法律知识和执业经验根据客户的具体需要提供个性化的服务，事务所的服务对象范围涉及多个行业，遍及众多地区。竞天公诚的宗旨是向客户提供最优质的法律顾

问服务，因此事务所引进的人才不是来自国内外知名法学院的优秀毕业生，就是曾经就职于重要政府部门、国际著名律师事务所及大型国内外企业并具有丰富经验的律师。为了加深全体律师对新法律法规的理解并且提高职业技能，事务所坚持对法律专业人员进行定期培训。同时，竞天公诚也非常注重青年律师的培养，经常为他们提供参与复杂交易和项目的机会。由于合伙人之间的紧密合作，团结统一，加上事

务所采用先进的国际化管理体制，竞天公诚的法律服务质量始终如一，广受赞誉。此外，竞天公诚还率先建立了一套现代化的通讯和办公体系以及完备的图书和资料检索系统。先进的软件管理和硬件设施成为竞天公诚为客户提供独立的、专业的和高效率服务的可靠保障。

稳步持续增长随着客户的需求越来越复杂，涉及多个地区的交

易也越来越常见。为应付日益增长的工作量，竞天公诚于去年7月份成立了深圳分所，六名资深律师被任命为合伙人。新合伙人的知识结构可完美配合竞天公诚的现有业务，例如，孔雨泉在资本市场领域颇有建树，武建设是银行及金融方面的专家，徐三桥此前在中国国际经济贸易仲裁委员会华南分会任副秘书长的经验为能为竞天公诚的仲裁专业团队增加不少实力。除地域上的扩展外，竞天公诚的业绩在2007年

也取得了骄人成绩。事务所2007年收入较上年增长35%，增长最快的业务领域包括收购兼并、IPO（尤其是海外IPO）、银团贷款和债务重组。事务所被著名的市场调查机构清科集团评为

2007年中国企业海外上市最佳法律顾问机构。事务所还代理了大量前往新加坡证券交易所发行IPO的中国企业。作为2008年奥运会主办城市里的知名律师事务

所，竞天公诚也为成功举办奥运贡献了自己的力量。事务所曾代表北京市参与奥运筹办竞标程序，并且一些外国体育代表团考虑委托该所，担任其奥运期间的中国法律顾问。竞天公诚坚实的业务平台多年来一直吸引着高素

质人才加入。最近，一些曾经离开竞天公诚到其他事务所工作的律师又重投竞天公诚的怀抱。这些“回

竞天公诚追求卓越归人士”表示竞天公诚能为他们提供更多提高业务水平和专业技能的机会。自1992年创办以来，竞天公诚在各核心业务领

域均处于最前沿。但竞天公诚并没有骄傲自满，而是努力发展新兴领域，致力保持市场领先定位。该所现已展开的新兴业务包括反垄断法、娱乐行业和中国企业的海外投资。

创造不凡业绩竞天公诚从事证券业务10多年以来硕果累累，

多次为大型国际投行和证券公司提供法律服务，其中包括瑞银、瑞士信贷、高盛、花旗、摩根士丹利、摩根大通、美林、中信证券及中国国际金融有限公司。竞天公诚帮助客户取得的成功足以证明事务所服

务水平的出类拔萃。过去十二个月，竞天公诚完成的国内业务包括：

担任中国铁建“先A后H”上市项目中承销商的法律顾问，IPO的融资规模超过54亿美元，是2008年以来最大的IPO；担任中石油89亿美元A股发行项目承销商的法律顾问；代理中海集运的上海上市项目，并通过IPO融资21亿美元。国际业务方面，事务所于同期亦参与多宗中国公

司在海外资本市场的大型交易，其中包括筹资17亿美元的碧桂园香港IPO，这是中国开发商在香港交易所的迄今为止最大的招股项目；碧桂园5亿美元的可转换债券发行；扬子江船厂的新加坡IPO项目，融资规模达7.17亿美元，是新加坡自1998年以来第二大IPO；筹资额达11亿美元的中国旺旺香港IPO项目。竞天公诚的律师还参与了筹资2530万美元的亚太传媒日本首次发售，该公司为首家在东京证券交易所上市的中国公司。竞天公诚善于将专业知识及交易处理创新技巧紧

密结合，因此常有客户就一些大型、复杂的并购交易向事务所咨询意见。近期参与完成的项目：帮助国美以4亿美元收购大中电器，对安徽海螺水泥股份有限公司就从安徽海螺集团有限责任公司与安徽海螺创业投资有限责任公司收购价值5.9亿美元的资产提供法律服务。此外，竞天公诚在能源及石油精炼项目中作为

借款人及银团的法律顾问的经验也十分丰富。最近签署的融资项目包括：南海中海壳牌石油化工32亿美元的再融资项目；辽宁红沿河核电厂57亿美元的融资项目及福建宁德核电厂项目57亿美元的融资项目。随着中国日渐成为全球发展最迅速的法律服务

市场之一，竞天公诚开始打破成规，推出创新、以价值为导向的客户解决方案，力求吸引更多的海内外客户。

Contact:Zhang Hongjiu, partnerJingtian & GongchengTel: 8610-65882200 Fax: 8610-65882211Email: [email protected]

32

FEATURE | ALB Law Awards>>

ISSUE 5.5

ALB, in conjunction with repeat title sponsor Omega, are proud to announce the winners of the 2008 China Law Awards, where the best of the best in the business were feted at the Westin Shanghai Hotel on 25 April

ALB The thrill of victory…

It was, once again, a night to remember. In what is rapidly becoming a fi rm and fast tradition among the mainland legal

community, on 25 April hundreds of China’s top lawyers fl ocked to Shanghai’s Westin Hotel to share a good meal, to see old friends and make new ones, and most importantly to honour everything that is great about their rapidly-growing profession. Awards were handed out across some 35 categories, and in the wake of the event ALB China is thrilled to announce the offi cial winners of the fi fth annual ALB China Law Awards.

The Chinese legal profession has matured immeasurably in the fi ve years since the inception of the awards. What has always been a dynamic industry is now entering a new, more established phase, with local fi rms engaging in ever-growing amounts of out-bound work and the international community increasingly giving the Chinese legal system – particularly its dispute resolution and intellectual property mechanisms – the plaudits it so richly deserves. Refl ecting this growth, this year for the fi rst time the ALB China Law Awards included a number of categories to recognise law fi rms doing excellent work in the country’s many thriving regional centres.

Of course, the evening was not all business. In addition to a sumptuous

FIRMS OF THE YEAR – PAGE 34

Banking Jun He

China Firm Jun He

Dispute Resolution King & Wood

Insolvency & Restructuring Dacheng

Insurance AllBright

Intellectual Property Liu Shen & Associates

International Firm Lovells

Managing Partner Wang Zhongde (Dacheng)

Offshore Appleby

Shipping Wang Jing & Co

Tax & Trusts Grandall Law fi rm

Beijing Firm Jun He

Guangzhou Firm Guangda Partners

Hong Kong Firm Deacons

Jiangsu Firm FD Yongheng

North-East China Firm Deheng Law Firm

Shenzhen Firm Sincere Partners

Tianjin Firm Winners

West China Firm Tahota (Chengdu)

Zhejiang Firm T & C

Shanghai Firm Grandall Legal Group

IN-HOUSE TEAMS OF THE YEAR – PAGE 46

Banking & Financial Services

ICBC

China In-House Team ICBC

Chinese Company Sinopec

Foreign Company Microsoft

Investment Bank UBS

DEALS OF THE YEAR – PAGE 50

Real Estate & Construction Soho China IPO

Project Finance Fujian Refi ning and Ethylene Project

M&A CIC-Morgan Stanley

IT/Telecommunications Alibaba.com IPO

International Dealmaker Celia Lam (Linklaters)

Energy & Resources China Petrochemical oil refi nery assets acquisition

Equity Market CITIC Bank IPO

Debt Market Sinopec CB Issue

China Dealmaker Bai Yanchun (King & Wood)

China Deal of the Year Alibaba.com IPO

FEATURE | ALB Law Awards >>


menu designed and executed by the Westin Shanghai’s crack team of chefs and complemented by an array of free-fl owing wine, guests were treated to a surprise raffl e, a thrilling display of Shaolin Kung Fu, and even a Latin dance exhibition.

ALB China wishes to thank the hundreds of legal and industry professionals without whom the evening would not have been possible. These awards truly belong to the legal industry, for the ALB China Law Awards is above all a vessel through which China’s community of lawyers can speak with one voice and hold the best among them up for praise and admiration.

Along with the lists of winners, what follows is the result of ALB China research. The omission of a fi rm from a transaction does not mean that the fi rm did not play a part in the deal. The fi nalists in each deal category were assessed against a range of criteria, including deal value, complexity, number of parties involved, innovation, historicity and market signifi cance. Finalists in the fi rm categories were recognised for their outstanding client service and ability to combine rigorous analysis with astute judgment to give clients a competitive edge.

Finally, ALB China would once again like to congratulate all winners and fi nalists of the 2008 ALB China Law Awards, and we look forward to seeing you all again next year in Shanghai.

34


ISSUE 5.5

DISPUTE RESOLUTION FIRM OF THE YEAR

WINNERKING & WOODFINALISTSALLBRIGHT

JINGTIAN & GONGCHENG

JUN HE

ZHONG LUN

FANGDA PARTNERS

ZHENGHAN

SHENDA

Why: Winning this title for the second year in a row, King & Wood was the stand-out winner of this category, having proven that it can more than hold its own against top fi rms from around the globe. In one instance, using a team of less than 10 attorneys and at a signifi cantly lower cost than international fi rms based in Paris and Los Angeles, King & Wood enabled its client to withstand and defend a sustained onslaught of multi-jurisdictional litigation until its opponent initiated settlement discussions.

GRANT THORNTON AWARD INSOLVENCY & RESTRUCTURING FIRM OF THE YEAR

WINNERDACHENGFINALISTSJUN HE

KING & WOOD

ZHONG LUN

KING & CAPITAL

GUANTAO

BOSS & YOUNG

JINCHENG & TONGDA

Why: This quickly-growing fi rm beat a competitive fi eld, with judges impressed by its burgeoning profi le in this often tricky fi eld.

BANKING FIRM OF THE YEAR

WINNERJUN HEFINALISTSCOMMERCE & FINANCE

GLOBAL

HAIWEN & PARTNERS


KING & WOOD

LLINKS

Why: 2007 was defi nitely the year for Jun He’s already well-regarded banking practice. All tolled, the fi rm advised major banks on dozens of fi nancing deals with a combined value of over US$30bn, including acquisition fi nance, project fi nance, structured fi nance, assets fi nance and trade fi nance transactions.

Peter Alatsas (Westin), Natasha Xie (Jun He)

Lawrence Liu (ACC), Harry Liu (King & Wood)

ISSUE 5 5

Liu Xinde ((DachDacheng), eng), Alan Tang (Grant Thorn Thornton)

08fi rm awards

And the winners are...



Lawrence Liu (ACC) , Yvonne Cheung (ALB)

INSURANCE FIRM OF THE YEAR

WINNERALLBRIGHTFINALISTSGRANDALL LEGAL GROUP

KING & WOOD

WANG JING & CO

KAIRONG

G&W LAW FIRM

Why: AllBright, having taken this award in the past, once again impressed judges in 2007 with its work in this fi eld which touches all practice areas.

INTELLECTUAL PROPERTY FIRM OF THE YEAR

WINNERLIU SHEN & ASSOCIATESFINALISTSCCPIT PATENT AND TRADEMARK LAW OFFICE

KING & WOOD

LIFANG & PARTNERS

CHANG TSI & PARTNERS

ZHONGZHI

Why: Liu Shen is the fi rst foreign-related non-government operated patent and trademark agency approved by the Chinese government, and judges were impressed by the fi rm’s strong in-house technical knowledge, enabling a better, more expert and more personalised client service experience.

Stephen Maloy (GE), Yu Jianyang (Liu Shen & Associng (Liu Shen & Associates) Stephen Maloy (GE), Wang Hongyu (Wang Jing & Co)ng Jing & Co)

SHIPPING FIRM OF THE YEAR

WINNERWANG JING & COFINALISTSGLOBAL

H & Y LAW FIRM

HAI TONG & PARTNERS

HENRY & CO

ROLMAX

SLOMA & CO

Why: Wang Jing was involved in 65% of all major shipping cases in China over 2007 involving foreign elements and/or claims of US$1m or more. This fi rm is among the biggest shipping-focused fi rms in the country, representing P&I Clubs which ensure 90% of the world’s ocean-going tonnage.

36


ISSUE 5.5

GIEVES & HAWKES AWARD MANAGING PARTNER OF THE YEAR

WINNERWANG ZHONGDE DACHENGFINALISTSGAO YANG FANGDA PARTNERS

WANG JUNFENG KING & WOOD

ZIAO WEI JUN HE

ZHANG XUEBING ZHONG LUN

TIAN YU JINCHENG & TONGDA

CUI LIGUO GUANTAO LAW FIRM

CHEN WEN ZHONGLUN W & D

Why: 2007 has proven to be an extremely busy year for Wang Zhongde, as his fi rm opened fi ve new offi ces across China, boosted revenues by 109% and attracted a large number of new lawyers and partners. However, consolidation does not seem to be on Wang’s mind just yet, as he speculates that Dacheng’s exponential growth is to continue in the coming years.

Liu Yixing (Dacheng), Jeremy Hobbins (Gieves & Hawkes)es)

HSBC PRIVATE BANK GLOBAL WEALTH SOLUTIONS AWARD TAX & TRUSTS FIRM OF THE YEAR

WINNERGRANDALL LEGAL GROUPFINALISTSLEHMAN LEE & XU

SHANGHAI COEFFORT LAW FIRM

JUNZEJUN COMMERCE & FINANCE

JUN HE

Why: The past year saw the fi rm involved in a number of headline-making deals and cases in this and other practice areas, including the notorious ‘Daqing Lianyi False Statement Case’. A number of honours from Shanghai judicial and governmental agencies further impressed judges and rounded out a great 2007 for the fi rm.

Berry Wong (HSBC), Zhan Hao (Grandall)




GUANGZHOU FIRM OF THE YEAR

WINNERGUANGDA PARTNERSFINALISTSC & I LAW FIRM

KINGSON LAW FIRM

WANG JING & CO

TRUST LAW FIRM

GUANGXIN LAW FIRM

Why: 2007 was another strong year for previous winner Guangda, which joined the Sino-Global Legal Alliance as a founding member last year. New clients combined with developing talent mean that Guangda increased turnover by over 27%, while chief partner Xue Yunhua enjoys a strong reputation in the fi eld.

Philip Gu (Danone), James Morrow (ALB)

38


ISSUE 5.5


NORTHEAST CHINA FIRM OF THE YEAR

WINNERDEHENG LAW FIRMFINALISTSSHANDONG QINDAO

WANG WU YANG & MA

HENG XIN

FADA

Why: During the last six years, Deheng has been the top fi rm by revenue in northeast China, a 20% increase by partner headcount year-on-year. The annual turnover rate is over 20% and the non-litigation practice is growing by over 10% year-on-year. Deheng enjoyed an excellent 2007, adding many new multinational corporations to its expanding clientele and seeing turnover increase by more than 30% on fi gures for 2006; over a quarter of the practice is overseas-related. During the year, Deheng added eight new partners. The year saw the development of the fi rm’s practice in M&A, overseas listing and foreign investment legal services.

Yu Haisheng (Deheng Law Firm), Tan Zhen (BearingPoint)(BearingPoint)

ZHEJIANGFIRM OF THE YEAR

WINNERZHEJIANG T&CFINALISTSZHEJIANG ZHEHANG

ZHEJIANG LIUHE

ZHEJIANG WULIAN

HIGH MARK

Why: From its birth in 1986 as a small, local practice, today T&C enjoys a strong reputation both regionally and nationally for its transactional and litigation work.

Frank Li (Veolia Water), Wang Lixin (T & C)

WEST CHINAFIRM OF THE YEAR

WINNERTAHOTAFINALISTSCHONGQING EXCEEDON & PARTNERS

CHONGQING SOLTON & PARTNERS

ZHONGHAO

GAOYANG

CHONGQING YUANYE

SICHUAN DINGLI

Why: Since its establishment in 2000 Tahota has quickly developed a reputation as a fi rm to be reckoned with. With branches in Beijing and Shenzhen, Tahota now has its sights set on international expansion, undertaking strategic alliances with fi rms overseas to improve its capabilities and enhance its competitiveness.

Cheng Shoutai (Tahota), Tan Zhen (BearingPoint)



JIANGSU FIRM OF THE YEAR

WINNERFD YONGHENGFINALISTSFANGBEN

JIANGSU ZHIBANG

C&T PARTNERS

NANJING LIUHONG

JIN DING PARTNERS PRC LAWYERS

Why: One of the oldest law fi rms in Nanjing, this fi rm enjoys a strong reputation for servicing an impressive roster of international clients including Motorola, Sharp, Jujitsu, Shell, Philips, Sheering, Ericsson and LG.

Liang Feng (FD Yongheng), Frank Li (Veolia Water)

40


ISSUE 5.5

TIANJINFIRM OF THE YEAR

WINNERWINNERSFINALISTSYAODA

JOIN & HIGH

MINGZHOU

Why: Winners has long been recognised as a local market leader. In 2007, the fi rm was admitted to the membership of Law Associated Worldwide and stepped up another level to expand its legal business worldwide.

Andrew Y Xu (Winners)

And the winners are...OFFSHORE

FIRM OF THE YEAR

WINNERAPPLEBYFINALISTSCONYERS DILL & PEARMAN

MAPLES & CALDER

WALKERS

Why: Again a category fi nalist, Appleby enjoyed another year of growth in 2007 as it consolidated the gains of recent mergers in Jersey and the Cayman Islands and in Hong Kong scored a big win with the lateral hire of partner Owen Jones, one of the city’s leading structured and asset fi nance lawyers.



SHENZHEN FIRM OF THE YEAR

WINNERSINCERE PARTNERSFINALISTSJING TIAN

GUANGHE

CHINA COMMERCIAL HUASHANG LAW CO

SD & PARTNERS

Why: This fi rm enjoyed a very successful 2007 with excellent results in both its litigation and non-litigation practices, and as such its reputation among its peers and judges continues to grow.

Sui Shujing (Sincere), Philippe Sumeire (SEB International)

42


ISSUE 5.5

HONG KONG FIRM OF THE YEAR PRC OFFICE

WINNERDEACONSFINALISTSMAYER BROWN JSM

VIVIEN CHAN & CO

WOO KWAN LEE & LO

Why: A previous winner in this category, Deacons continues to enjoy an excellent reputation on the mainland. Deacons’ China head, Franki Cheung, has over the course of 2007 continued to take his fi rm from strength to strength.

Iris Cheng (Deacons), Myles Seto (Deacons), Philip Gu (Danone)




THOMSON INTERNATIONAL LEGAL & REGULATORY AWARDBEIJING FIRM OF THE YEAR

WINNERJUN HEFINALISTSKING & WOOD

ZHONG LUN


GLOBAL

JINCHENG & TONGDA

ZHONGLUN W&D

Why: A previous winner and a regular fi nalist, in 2007 Jun He’s Beijing headquarters worked with a solid roster of clients, including Morgan Stanley, Merrill Lynch, JPMorgan, Motorola, Jabil Circuit, Telstra, Microsoft, Nokia, Nissan, Heitz, Dow Jones, Mitsubishi, Sony, Nippon Steel, KPMG Consulting/BearingPoint, BHP, Dell, LG, Northwest Airlines, Bausch & Lamb, and Schering-Plough. Representative deals included Belle International Holding Limited’s listing at the Hong Kong Main Board, Anta Sports Products Limited’s listing at the Hong Kong Main Board, Sichuan Xinhua Winshare Chainstore Co., Ltd./H shares IPO, Noah Education Holdings Limited’s listing on the New York Stock Exchange, and Western Mining Company Limited’s listing at the Shanghai Stock Exchange.

Peter Lu, (Thomson Legal), Ding Fa ‘David’ Liu (Jun He)

44


ISSUE 5.5

PORSCHE CENTRE SHANGHAI AWARD SHANGHAI FIRM OF THE YEAR

WINNERGRANDALL LEGAL GROUPFINALISTSALLBRIGHT

FANGDA PARTNERS

JIN MAO

LLINKS

J & F PRC LAWYERS

Why: Grandall enjoyed another strong growth year in 2007. Representative deals include the domestic A-share listing of Zhejiang Baoxinia Garment Co and Shanghai Hi-Tech Control System Co, M&A work with Focus Media and Cgen Media, and a corporate bond project involving Shanghai International Airport.

Tommy ZhaTommy Zhao (Porsche Centre), Guan Jianjun (Grandall)




OMEGA AWARD INTERNATIONAL FIRM OF THE YEAR

WINNERLOVELLSFINALISTSCLIFFORD CHANCE

FRESHFIELDS BRUCKHAUS DERINGER

LINKLATERS

MORRISON & FOERSTER

SHEARMAN & STERLING

SULLIVAN & CROMWELL

ALLEN & OVERY

Why: Another strong expansion year has seen China Law Awards newcomer Lovells go from strength to strength. Work on groundbreaking deals – including the US$1.9bn Country Garden IPO and ALSTOM’s acquisition of 51% of Wuhan Boiler – has been complemented by heavy-hitting lateral hires and the development of specialist competition law capability in the fi rm’s Shanghai offi ce. The fi rm has also placed itself at the centre of the pioneering SGLA (Sino Global Legal Alliance) association of fi rms. This fi rm is one to watch.

Eugene Chne Chen (Lovells), Kirstie Nicholson (Lovellsolson (Lovells), DesireeDesiree Zhu (Omega)

46


ISSUE 5.5

OMEGA AWARD CHINA FIRM OF THE YEAR

WINNERJUN HEFINALISTSKING & WOOD

DA CHENG

GRANDALL

BEIJING DEHENG

ZHONGLUN

Why: Nominating fi rms and judges alike showed a broad and deep admiration for this law fi rm, which is quickly developing a reputation as the leading full-service law fi rm in China.

Desiree Zhu (Omega), Sang Binxue (Jun He)Desiree Zhu (Omega), Sang Binxue (Jun He)

08in house awardsBANKING & FINANCIAL SERVICES

IN-HOUSE TEAM OF THE YEAR

WINNERICBCFINALISTSBANK OF CHINA

BOCOM

STANDARD CHARTERED

CHINA ASSET MANAGEMENT CO

CHINA MERCHANTS BANK

Why: Two major overseas M&A transactions done by ICBC in 2007 kept the company’s in-house legal and compliance department extremely busy. Zhang Wei, general manager of the legal and compliance department, has led his in-house team, working closely with external counsel, and ensured the resounding success of ICBC’s acquisition of Indonesian PT Bank Halim and ICBC’s recent US$5.5bn investment in South Africa’s Standard Bank.

Bob Kwauk (Blake Cassells), He Zhengqi (ICBC)

INVESTMENT BANK IN-HOUSE TEAM OF THE YEAR

WINNERUBSFINALISTSCHINA INTERNATIONAL CAPITAL CORPORATION

CRETDIT SUISSE

DEUSTSCHE BANK

GOLDMAN SACHS

MORGAN STANLEY

CHINA DEVELOPMENT BANK

JPMORGAN

Why: Last year’s winner, UBS, had another strong year in 2007. Finishing number one in the China IPO league table by deal revenue, UBS market share for China capital market transactions increased from 2.5% to 10.2% off the back of some 47 completed equity transactions (compared to 20 in 2006). This meteoric growth was due in large part to UBS’ role in helping various state-owned companies with a diverse range of capital raisings, including Sinotrans’ US$1.48bn IPO and Petrochina’s A-share IPO, valued at US$8.96bn.

Bob Kwauk (Blake Cassells), Yan Zheng (UBS)


48


ISSUE 5.5

FOREIGN COMPANY IN-HOUSE TEAM OF THE YEAR

WINNERMICROSOFTFINALISTSHONEYWELL

IBM

NOKIA

BAYER

EXXONMOBIL

Why: The software giant’s China legal team had a busy 2007, working closely with government on issues relating to internet businesses, IP protection and corporate citizenship.

CHINESE COMPANY IN-HOUSE TEAM OF THE YEAR

WINNERSINOPECFINALISTSBAOSTEEL

HAIER GROUP

HUAWEI TECHNOLOGIES

LENOVO

PING AN INSURANCE GROUP

PICC PROPERTY AND CASUALTY LIMITED

CNOOC

Why: Sinopec has been a pioneer in establishing the general counsel system in state-owned companies. Comprehensive procedures and systematic legal functions have been set up to enhance the group’s corporate governance and risk management. The in-house team has played an integrated role in Sinopec’s emergence as a competitive multinational.Wu Wen long (Sinopec) and Wang Hongyu (Wang Jing & Co)Wu Wen long (Sinopec) and Wang Hongyu (Wang Jing & Co)

Ruiqiong Tan (Microsoft), Aley Chang (Lexis Nexis)

MWE CHINA LAW OFFICES AWARD CHINA IN-HOUSE TEAM OF THE YEAR

WINNERICBCFINALISTSICBC

SINOPEC

MICROSOFT

Why: Judges were consistently impressed by the dedication of in-house team chief Zhang Wei and his team’s work on a number of high-profi le deals as well as the day-to-day work running the legal and compliance functions for one of China’s major institutions.

John Huang (MWE China Law Offi ce), He Zhengqi (ICBC)


50


ISSUE 5.5

KNIGHT FRANK AWARD REAL ESTATE & CONSTRUCTION DEAL OF THE YEAR

WINNERSOHO CHINA IPOFirms: Zhong Lun, Haiwen & Partners, Freshfi elds, Conyers Dill & Pearman, Commerce & Finance, Skadden Arps

FINALISTSCHINA CENTRAL PROPERTIES AIM LISTING; COUNTRY GARDENS IPO; BEIJING

GUOHUA REAL ESTATE STAKE ACQUISITION; EVERGRANDE EQUITY/DEBT FINANCING

Why: The tranche for the IPO of this Beijing-based property developer was 169 times over-subscribed and triggered a claw-back. To add further complexity, the deal involved the negotiation of complex property laws and regulations in Hong Kong and on the mainland.

08deal award categories

Andrew Slevin (Knight Frank), Lan Jie (Freshfi elds),Andrew Slevin (Knight Frank), Lan Jie (Freshfi elds),Christopher Bickley (Conyers Dill & Pearman), Yang Yuhong (Zhonglun)Christopher Bickley (Conyers Dill & Pearman), Yang Yuhong (Zhonglun)

ENERGY & RESOURCES DEAL OF THE YEAR

WINNERCHINA PETROCHEMICAL OIL REFINERY AND ASSETS ACQUISITIONFirms: Guantao, Herbert Smith

FINALISTSSINOPEC CRE; DONGFANF ELECTRIC COMPANY

REORGANISATION AND LISTING

Why: The acquisition, which involved the purchase of assets from SOE and collective enterprises, meant that complex foreign ownership regulations needed to be negotiated. Further complexity was added by the fact that the assets were situated in a number of different jurisdictions.

Yun Zhang (ALB), Betty Tam (Herbert Smith), Michael Li (CICC), Han Dejing (Guantao)

COPITRAK SYSTEMS (ASIA) LTD AWARD IT/TELCO DEAL OF THE YEAR

WINNERALIBABA.COM IPOFirms: Fangda Partners, Freshfi elds, Sullivan & Cromwell, Maples & Calder, Haiwen & Partners, Slaughter & May, Simpson Thacher

FINALISTS3COM H3C TECH LEVERAGED FINANCING; GIANT IPO;

CHINA MOBILE CMCC ACQUISITION OF PAKTEL

Gary Shek (Copitrak Systems), Teresa Ko (Freshfi elds), Doris Tang (Fangda), Laurence Rudge (Slaughter & May), Gary Shek (Copitrak Systems), Teresa Ko (Freshfi elds), Doris Tang (Fangda), Laurence Rudge (Slaughter & May), Li Ling (Sullivan & Cromwell) Leiming Chen (Simpson Thacher & Bartlett LLP)Li Ling (Sullivan & Cromwell) Leiming Chen (Simpson Thacher & Bartlett LLP)

Why: Alibaba.com Limited, the leading B2B e-commerce company in the PRC, completed its IPO, raising proceeds of approx US$1.7bn. This is the second largest IPO ever by an internet company. The IPO consisted of a Rule 144A offering in the US, a Regulation S offering outside the US and a public offering and listing in Hong Kong. Unlike most other initial public offerings by internet companies in China, this was a truly novel transaction as it was the fi rst IPO and Hong Kong listing by a B2B e-commerce company in China, and many of the legal, regulatory, disclosure and other issues that arose in the course of the transaction were questions of fi rst impression.


52


ISSUE 5.5

PROJECT FINANCE DEAL OF THE YEAR

WINNERFUJIAN REFINING AND ETHYLENE PROJECTFirms: King & Wood, Latham & Watkins, Haiwen & Partners, Shearman & Sterling, White & Case

FINALISTSTIANJIN SHIBEI VEOLIA WATER; KEPCOSHAANXI

ACQUISITION; NANJING ETHYLENE COMPLEX

REFINANCING; SINOPEC FINANCING OF BLOCK 18

Why: This is the largest world scale integrated petroleum refi ning and petrochemical project in China. The total investment cost of the project is approximately RMB38.4bn (approx. US$5bn) with construction targeted for completion in 2009. The fi nancing is provided by 12 major Chinese banks comprising of RMB/USD term loan facilities, RMB/USD revolving loan facilities, and RMB/USD standby debt facilities.

DEBT MARKET DEAL OF THE YEAR

WINNERSINOPEC CB ISSUEFirms: Herbert Smith, Haiwen, Skadden Arps, Commerce & Finance, Freshfi elds

FINALISTSHOPSON DEVELOPMENT; CHINA DEVELOPMENT BANK

CB ISSUE; NEOCHINA REG. S/114A BOND OFFERING

Why: The deal was the region’s largest convertible bond (CB) offering for six years, (excluding Japan) and the largest CB by a PRC issuer ever.

Peter Alatsas (Westin), Betty Tam Peter Alatsas (Westin), Betty Tam (Herbert Smith), Alan Wang (Freshfi elds)(Herbert Smith), Alan Wang (Freshfi elds)

Yun Zhang (ALB), Andrew Ruff (Shearman & Sterling), Mark Schroeder (King & Wood)

EQUITY MARKET DEAL OF THE YEAR

WINNERCITIC BANK IPOFirms: King & Wood, Skadden Arps, Commerce & Finance, Freshfi elds

FINALISTSALIBABA.COM IPO; BOQI TOKYO LISTING; CHINA

Peter Alatsas (Westin), Guan Feng (King & Wood) and Teresa Ko (Freshfi elds)Peter Alatsas (Westin), Guan Feng (King & Wood) and Teresa Ko (Freshfi elds)

AGRIINDUSTRIES HOLDINGS INTRODUCTORY LISTING;

PETROCHINA COMPANY ASHARE LISTING; COSCO

ASHARE OFFER AND PLACEMENT

Why: This deal was much more than just the second A then H listing by a bank in the PRC. It also involved negotiating issues without the guidance of precedents, including the simultaneous purchase by BBVA of the shares of CITIC Bank and CIFH, an agreement between CITIC Bank and BBVA on stock option arrangement, and the need for advice on how to avoid competition between CITIC Bank and CITIC Ka Wah Bank, a subsidiary of CIFH.


54


ISSUE 5.5

INTERNATIONAL DEALMAKER OF THE YEAR

WINNERCELIA LAM LINKLATERSFINALISTSJEANETTE CHAN PAUL WEISS

TERESA KO FRESHFIELDS

JON CHRISTIANSON SKADDEN ARPS

HOWARD ZHANG O’MELVENY & MYERS

ANDREW RUFF SHEARMAN & STERLING

Why: Celia Lam continues to enjoy a strong reputation as one of the leading dealmakers in the Chinese equity arena. Over the course of 2007 Lam worked on a series of market-shaping deals, including Industrial and Commercial Bank of China’s US$5.5bn acquisition of a strategic interest in South Africa’s Standard Bank, China Railway Group’s US$5.5bn IPO, and Bank of Communications’ US$3.3bn A-share offering – the fourth-largest fundraising in China to date.

CHINA DEALMAKER OF THE YEAR

WINNERBAI YANCHUN KING & WOOD

M&A DEAL OF THE YEAR

WINNERCIC INVESTMENT CORPORATION INVESTMENT IN MORGAN STANLEYFirms: Sullivan & Cromwell, Davis Polk & Wardell

FINALISTSICBC & BANK HALIM; CARLYLE INVESTMENT IN

CHINA PACIFIC; COSCO ASSETS ACQUISITION; SEB

INTERNATIONAL SAS ACQUISITION IN SUPOR; ARCELOR

MITTAL ACQUISITION IN CHINA ORIENTAL GROUP

COMPANY

Why: This was one of the highest-profi le transactions anywhere, of any category, in 2007. This was a ground-breaking investment by a Chinese state-owned entity for a signifi cant stake in a major global investment bank. The transaction required the development and structuring of complex fi nancial instruments and was executed within an extraordinarily expedited timetable – less than three weeks from legal counsel’s initial involvement to the closing. The result was a deal reported to be the largest private/strategic investment by a Chinese state-owned entity in a single company in the US.

James Morrow (ALB), Simon Poh (Linklaters)

Catherine Wang (DSM China), Mark Schroeder (King & Wood)Catherine Wang (DSM China), Mark Schroeder (King & Wood)

Li Ling (Sullivan & Cromwell)

FINALISTSWEI JUNXIAN DACHENG

XIAO WEI JUN HE

JEFFREY DING FANGDA

SHANG GUOZHONG JINCHENG & TONGDA

DAVID YU LLINKS

ZHANG XUEBING ZHONG LUN

Why: Bai Yanchun advised a number of major domestic fi rms on their IPOs, and is well known for his expertise in the venture capital arena. Deal highlights for the year include his involvement in PetroChina’s A-share listing.


CHINA DEAL OF THE YEAR

WINNERALIBABA.COM IPO

56


ISSUE 5.5

OMEGAThe prestige watch manufacturer OMEGA was founded in 1848 and since then has continually set the pace in the many fi elds of watchmaking: from precision, competitions, sports timekeeping, design awards to watches for professional use in space or underwater, OMEGA identifi es with a world of achievements that includes the conquest of space, timekeeping at 22 Olympic Games, numerous precision records and design awards as well as the launch in 1999 of the revolutionary Co-Axial calibre, one of the 20th’s century’s major innovations in mechanical watchmaking, designed with the English star watchmaker George Daniels. OMEGA will be Offi cial Timekeeper for the Beijing 2008, Vancouver 2010 and London 2012 Olympic Games.

Gieves & HawkesAll over the world, “Savile Row” stands for the very best in men’s tailoring, and it is fi tting that Gieves & Hawkes should be “Number 1 Savile Row” – a remarkable street. With 200 years of unbroken service to the British Monarchy and the Royal Family, Gieves & Hawkes is proud to be the only menswear designer to hold three Royal Warrants of Appointments : to HM the Queen, HRH Duke of Edinburgh and HRH Prince of Wales. Today, Gieves & Hawkes, as the purveyor of quintessential English style, present individuals with modern classics across their wardrobe, from formal evening wear to suiting and through to casual wear.

Copitrak Systems (Asia) LtdCopitrak provide a fully integrated suite of cost & expense management and recovery products to professional fi rms. Their success is built on the ability to integrate with customer’s existing IT infrastructure, including interfaces with all leading practice management and document management systems. Copitrak is the ideal choice for fi rms seeking local, national or global solutions.

Copitrak are the sole distributors of TimeKM™ in Asia. TimeKM facilitates an enterprise time capture environment, simple to use any time, anywhere, on any device. With multiple capture points across the fi rm (using desktop or Blackberry) professionals can track hours when work is performed (e-mail, phone, documents, client meetings and so on), while TimeKM’s collaborative model allows Assistants to reconcile, report and manage case details for tracking / billing.

sponsors

Porsche Centre ShanghaiThe Porsche Centre Shanghai commenced operations on August 19, 2003, providing personal service to all customers in the East China region. The showroom is centrally located in the heart of the city, along the prestigious Nanjing Road. In the 630m2 showroom and workshop, Porsche professional staff provide expertise on all Porsche products, including the newest vehicles of current model range. The showroom also displays a variety of Porsche Design Selections items, such as model cars, watches and shirts. 650 cars were sold in 2007.

HSBC Private Bank Global Wealth SolutionsAt HSBC Private Bank, we aim to be your advisers to help protect, manage and transfer your wealth effi ciently while preserving it for future generations. We assume nothing about you, your situation, or your aspirations. We keep an open mind towards the ever-changing world of fi nance, the markets and legal environments. This way, we build a relationship based on mutual understanding, respect and, most importantly, on trust.

Global Wealth Solutions is a business line within HSBC Private Bank providing wealth planning solutions for individuals and their families. As one of the largest and most versatile fi duciaries, we offer expertise in the establishment and administration of trusts, foundations and other structures as part of generational wealth planning.

Knight FrankKnight Frank is a leader in global property consultancy. Knight Frank and its global partner Newmark Knight Frank together operate from over 165 offi ces in 37 countries on six continents of established and emerging property markets. Knight Frank’s team of professional agents, valuers, town planners, retail planners, architects, building surveyors and engineers offers a complete range of professional property services to major corporations, investors, developers and government entities as well as independent advice to both owners and tenants of industrial, offi ce, retail and residential property.

Grant ThorntonGrant Thornton is one of Hong Kong’s leading accountancy fi rms providing fi nancial advice to businesses and their owners. We have a long track record of helping businesses to expand and explore business

opportunities locally and internationally. Services include assurance, business risk, corporate fi nance, forensic & investigation, restructuring and tax services. In Hong Kong and mainland China, Grant Thornton has offi ces in Hong Kong, Beijing, Shanghai, Guangzhou and Shenzhen, employing over 1,000 people. Grant Thornton is a member of Grant Thornton International Ltd - an organisation of member fi rms operating in 112 countries, employing over 22,600 people in 519 offi ces.

MWE China Law Offi cesMWE China Law Offi ces is a Chinese law fi rm with a seasoned and integrated professional team based in Shanghai. We are well-established Chinese lawyers, and possess an in-depth knowledge and understanding of the local laws, customs and regulations of the People’s Republic of China combined with a Western-style approach to client service. MWE China Law Offi ces has strategically aligned with McDermott Will & Emery, an international law fi rm with 15 offi ces in the United States and Europe. This enables us to provide legal services and business advice to both Chinese companies and multinational companies doing business in China.

LexisNexisKnight Frank is a leader in global property consultancy. Knight Frank and its global partner Newmark Knight Frank together operate from over 165 offi ces in 37 countries on six continents of established and emerging property markets. Knight Frank’s team of professional agents, valuers, town planners, retail planners, architects, building surveyors and engineers offers a complete range of professional property services to major corporations, investors, developers and government entities as well as independent advice to both owners and tenants of industrial, offi ce, retail and residential property.

Westlaw InternationalWestlaw is the premiere online legal research tool accessed by millions of users around the world. It provides quick, easy access to a vast collection of statutes, case law materials public records and other legal resources, along with current news articles and business information. Westlaw is backed by industry-leading customer service, from technical support to research assistance. Available 24 hours per day, seven days a week, West’s professional reference attorneys are bar-admitted lawyers with representation from more than 20 states, ensuring the best results from each research session.

56


ISSUE 5.5

OMEGAThe prestige watch manufacturer OMEGA was founded in 1848 and since then has continually set the pace in the many fi elds of watchmaking: from precision, competitions, sports timekeeping, design awards to watches for professional use in space or underwater, OMEGA identifi es with a world of achievements that includes the conquest of space, timekeeping at 22 Olympic Games, numerous precision records and design awards as well as the launch in 1999 of the revolutionary Co-Axial calibre, one of the 20th’s century’s major innovations in mechanical watchmaking, designed with the English star watchmaker George Daniels. OMEGA will be Offi cial Timekeeper for the Beijing 2008, Vancouver 2010 and London 2012 Olympic Games.

Gieves & HawkesAll over the world, “Savile Row” stands for the very best in men’s tailoring, and it is fi tting that Gieves & Hawkes should be “Number 1 Savile Row” – a remarkable street. With 200 years of unbroken service to the British Monarchy and the Royal Family, Gieves & Hawkes is proud to be the only menswear designer to hold three Royal Warrants of Appointments : to HM the Queen, HRH Duke of Edinburgh and HRH Prince of Wales. Today, Gieves & Hawkes, as the purveyor of quintessential English style, present individuals with modern classics across their wardrobe, from formal evening wear to suiting and through to casual wear.

Copitrak Systems (Asia) LtdCopitrak provide a fully integrated suite of cost & expense management and recovery products to professional fi rms. Their success is built on the ability to integrate with customer’s existing IT infrastructure, including interfaces with all leading practice management and document management systems. Copitrak is the ideal choice for fi rms seeking local, national or global solutions.

Copitrak are the sole distributors of TimeKM™ in Asia. TimeKM facilitates an enterprise time capture environment, simple to use any time, anywhere, on any device. With multiple capture points across the fi rm (using desktop or Blackberry) professionals can track hours when work is performed (e-mail, phone, documents, client meetings and so on), while TimeKM’s collaborative model allows Assistants to reconcile, report and manage case details for tracking / billing.

sponsors

Porsche Centre ShanghaiThe Porsche Centre Shanghai commenced operations on August 19, 2003, providing personal service to all customers in the East China region. The showroom is centrally located in the heart of the city, along the prestigious Nanjing Road. In the 630m2 showroom and workshop, Porsche professional staff provide expertise on all Porsche products, including the newest vehicles of current model range. The showroom also displays a variety of Porsche Design Selections items, such as model cars, watches and shirts. 650 cars were sold in 2007.

HSBC Private Bank Global Wealth SolutionsAt HSBC Private Bank, we aim to be your advisers to help protect, manage and transfer your wealth effi ciently while preserving it for future generations. We assume nothing about you, your situation, or your aspirations. We keep an open mind towards the ever-changing world of fi nance, the markets and legal environments. This way, we build a relationship based on mutual understanding, respect and, most importantly, on trust.

Global Wealth Solutions is a business line within HSBC Private Bank providing wealth planning solutions for individuals and their families. As one of the largest and most versatile fi duciaries, we offer expertise in the establishment and administration of trusts, foundations and other structures as part of generational wealth planning.

Knight FrankKnight Frank is a leader in global property consultancy. Knight Frank and its global partner Newmark Knight Frank together operate from over 165 offi ces in 37 countries on six continents of established and emerging property markets. Knight Frank’s team of professional agents, valuers, town planners, retail planners, architects, building surveyors and engineers offers a complete range of professional property services to major corporations, investors, developers and government entities as well as independent advice to both owners and tenants of industrial, offi ce, retail and residential property.

Grant ThorntonGrant Thornton is one of Hong Kong’s leading accountancy fi rms providing fi nancial advice to businesses and their owners. We have a long track record of helping businesses to expand and explore business

opportunities locally and internationally. Services include assurance, business risk, corporate fi nance, forensic & investigation, restructuring and tax services. In Hong Kong and mainland China, Grant Thornton has offi ces in Hong Kong, Beijing, Shanghai, Guangzhou and Shenzhen, employing over 1,000 people. Grant Thornton is a member of Grant Thornton International Ltd - an organisation of member fi rms operating in 112 countries, employing over 22,600 people in 519 offi ces.

MWE China Law Offi cesMWE China Law Offi ces is a Chinese law fi rm with a seasoned and integrated professional team based in Shanghai. We are well-established Chinese lawyers, and possess an in-depth knowledge and understanding of the local laws, customs and regulations of the People’s Republic of China combined with a Western-style approach to client service. MWE China Law Offi ces has strategically aligned with McDermott Will & Emery, an international law fi rm with 15 offi ces in the United States and Europe. This enables us to provide legal services and business advice to both Chinese companies and multinational companies doing business in China.

Westlaw InternationalWestlaw is the premiere online legal research tool accessed by millions of users around the world. It provides quick, easy access to a vast collection of statutes, case law materials public records and other legal resources, along with current news articles and business information. Westlaw is backed by industry-leading customer service, from technical support to research assistance. Available 24 hours per day, seven days a week, West’s professional reference attorneys are bar-admitted lawyers with representation from more than 20 states, ensuring the best results from each research session.

LexisNexisMr. Aley Chang has over23 years of experience insales, marketing, businessdevelopment, M & A andgeneral management inmedia and informationindustry. He has held varioussenior positions in China,Hong Kong, Taipei andLondon driving business expansion for different business units in PCCW before joining LexisNexis.

C

M

Y

CM

MY

CY

CMY

K

ALB Law Award 210x268.pdf 6/3/08 3:09:01 PMALB Law Award 210x268.pdf 6/3/08 3:09:01 PM

62 ISSUE 5.5

SPECIAL REPORT | Nanjing >>

NANJING

Nanjing’s unique landscape is made up of ancient city walls and sleek skyscrapers, outlining its rich history as an ancient dynastic capital and rapid economic growth in modern times. The local legal industry refl ects the city’s characteristics, with long-established fi rms exploring new opportunities in emerging areas. ALB China reports

It is a pleasant ride from Shanghai to Nanjing on the recently launched high-speed train service He Xie Hao, which takes only one-and-a-half

hours for the 300km trip. Each day, thousands of businessmen, engineers, merchants and professional service providers travel between the two cities, making a fortune from the prospering economy of the Yangtze River Delta (YRD) region.

The commute is well utilised by businessmen with good commercial sense, as they exchange business cards with fellow passengers and chat about anything from the best restaurant in town to the tumbling A-share markets.

blends the old with the new

When the train arrives at Nanjing railway station, travellers are greeted with a scenic view of Xuan Wu Lake. To the east of the lake is the imposing Purple Gold Mountain, to the west and south is the rising skyline of a booming city stretching high above the city wall that was built more than 600 years ago.

Nanjing, the capital city of Jiangsu province, is regarded as the second largest commercial centre in the Eastern region after Shanghai, and as one of the most important urban economies. The He Xie Hao trains and top-rate highways bring Nanjing ever closer to the neighbouring investment and trade hot spots of Shanghai, Suzhou and Wuxi, ensuring a further



boost for Nanjing’s robust economy. The beautiful city also continues to attract attention from international investors.

Like the city itself, which has ancient origins (dating back to 472 BC), the local legal industry has a large number of fi rms with their own history – some having been established in the 1980s. But 2007 seems to have been the best year yet for Nanjing fi rms.

“2007 was a strong year of growth… The total revenues of Nanjing fi rms increased by 22%,” says Xue Jimin, managing partner of Xue Jimin Law Firm and the president of Nanjing Lawyers Association. “What’s more signifi cant is that the revenues from non-contentious work were up by

about 80% from the previous year. It’s a huge leap forward.”

According to the Nanjing Bar’s latest statistics, revenue from 180 fi rms based in Nanjing totalled RMB607m (US$87m) in 2007, ranking in the top three of the YRD region. More than half of the revenue was contributed by representing and advising clients in non-contentious legal matters.

Although last year’s results mark a record for the local legal industry, Xue is well aware that his peers in Nanjing have a long way to go before they reach the standard set by Beijing and Shanghai fi rms in terms of size and revenue. However, Xue is confi dent about the outlook for Nanjing fi rms. “The Nanjing Lawyers Association and its members are working hard on exploring opportunities outside the traditional litigation area,” he says.

Support from the local government, a large pool of potential clients, and a bar association with a forward-thinking perspective on fi rm management are driving the local legal industry from strength to strength.

Old industry sparks new businessNanjing is reputed as a heavyweight industrial base with more than 4,600 industrial enterprises. The

JIANGSU ECONOMY – FULL SPEED AHEAD ►Economic indicators 2006 Jan–Sep 2007

Value Growth (YOY) Value Growth (YOY)

Gross Domestic Product RMB2,164bn 14% RMB1,801bn 15%

Exports US$163bn 30% US$149bn 28%

- By FIEs US$123bn 31% US$111bn 26%

Imports US$136bn 19% US$120bn 21%

- By FIEs US$107bn 18% US$91bn 17%

Foreign direct investment

- Number of projects 7,016 -1%

- Contracted amount US$46bn 0% US$27bn 21%

- Utilised amount US$17bn 31% US$16bn 51%

Sources: Jiangsu Statistical Yearbook 2007; China's customs statistics 9.2007

LEADING FIRMS IN NANJING ►Firm Managing partner No. of partners Practice focus

Way-to-Justice 联盛联盛 Shen Yongming 沈永明 34 Full service

Co-Far 致邦致邦 Sun Wenjun 孙文俊 26 Full service

FD Yongheng 法德永衡法德永衡 Tan Zhen 谈臻 16 Full service

CT Partners 世纪同仁世纪同仁 Wang Fan 王凡 12 Full service

Q Plus 天哲天哲 Li Yisheng 李义生 15 Full service

Liu Hong 刘洪刘洪 Liu Hong 刘洪 3 Corporate, fi nance, litigation and real estate

Shengdian 圣典圣典 Shen Fei 沈飞 16 Full service

Sunfair 三法三法 Sun Yong 孙勇 n/a Corporate, litigation and real estate

JC Master 泰和泰和 Justin Ma 马群 3 Capital markets, FDI and M&A

Xue Jimin 薛济民薛济民 Xue Jimin 薛济民 4 FDI, corporate and government legal services

TopHope 天豪天豪 Ni Tongmu 倪同木 12 FDI, corporate and M&A

Nanjing Law Firm of Intellectual Property 知识知识

Wang Xudong 汪旭东 1 IP

Xue Jimin, Nanjing Lawyers

Association

64 ISSUE 5.5


petrochemical, electronics, machinery and building material sectors are the four cornerstones of Nanjing’s industry. It is also a major hub of transportation, telecommunications, distribution and retail, as well as being the country’s biggest inland river port and home to a number of top-fl ight investment zones.

A dynamic and diverse economy has moulded a number of full-service law fi rms, such as Way-to-Justice, Co-Far, FD Yongheng, and CT Partners, as well as fi rms specialising in specifi c practice areas, such as the Nanjing Law Firm of Intellectual Property.

Most fi rms have reported to be up on last year’s fi gures, with corporate fi nance, M&A and litigation practices being particularly busy. At leading law fi rm JC Master Law Offi ces, partners and lawyers are stretched thin, working on nearly 20 restructuring and listing projects, as well as eight proposed M&A deals. “There are some great deals … fl owing into Nanjing. The market for commercial and corporate legal services is buoyant,” says managing partner Justin Ma.

Demand for transactional legal services is coming from all sorts

of sectors, but a sharp increase in deal numbers has been spotted in some traditional industries. “Foreign investment in Jiangsu has taken on greater breadth and scale. There’s been an infl ux of foreign investment in traditional industries, such as water jet cutting and forging,” says Ma. “Nanjing incorporates cutting-edge technology and is home to many manufacturers within these industries. Increasingly, foreign companies are interested in setting up joint ventures with these industrial leaders or acquiring assets. But to us, many of the industries are completely new.”

While foreign investors continue to be a growing consumer group of M&A legal services in Nanjing and Jiangsu, there is a view that local companies, mostly passive companies, may become more active in instructing lawyers to represent them in M&A transactions. “In an increasing number of projects, we’ve been instructed by domestic companies,” says Ma. “They’re more proactive in using local, and sometimes international, legal counsel and fi nancial advisors to achieve the best possible business results in cross-border deals.”

Increasingly, prior to negotiating with foreign parties, domestic companies are hiring legal and fi nancial fi rms to help them structure the deal and draft the term sheet, so they can lead the negotiations. That’s to the contrary of what typically occurred in the past, when foreign parties played a dominant role in negotiations with domestic parties.

“It’s a signifi cant progress for Chinese enterprises, a new approach that ensures them the best prices, terms and benefi ts. Local fi rms obviously will inevitably benefi t from their progress,” Ma adds.

Large pool of quality clientsThe claim that Nanjing has a large pool of quality clients can be supported by taking a mere look at the city’s forest of skyscrapers and A-grade offi ce buildings.

There are subsidiaries and joint ventures of 81 Fortune 500 companies, such as New York Life Insurance, AIA and Mitsubishi Heavy Industries; large state-owned enterprises, such as Nanjing Petrochemical, Nanjing Iron & Steel Group, Nanjing Automobile Group and Nanjing Chengguang Group; and 47 listed companies such as Suning, Nanjing Bank, Panda Electronics and Jiangsu Hiteker.

As the city has embarked on an ambitious program of infrastructure development to ensure its growth, project fi nance and construction lawyers have secured a healthy pipeline of projects.

“There’s never been a shortage of business for our fi rm. The privatisation of the SOEs in Nanjing has been creating a lot of demand for local corporate lawyers,” says Jing Zhong, senior partner at FD Yongheng, the winner of this year’s Jiangsu Law Firm at the annual ALB China Law Awards. “As foreign investors expand their presence here and more companies become listed,

BEIJING, SHANGHAI FIRMS WITH A ►NANJING BRANCH

• Kangda 康达 ( Beijing)• Huicheng 惠诚 (Beijing)• Hylands 浩天信和 (Beijing)• B&D law fi rm 北斗鼎铭(Beijing)• JoinWay 中汇 (Shanghai)• Brilliance 光明 (Shanghai)

“There are a lot of enterprises – especially good enterprises – based in Jiangsu. That’s why we want to offer our services to them. But the market in fi rst-tier cities like Shanghai is crowded with international and Hong Kong fi rms, and is very competitive. So having an offi ce in Nanjing is our strategy to minimise direct competition with other fi rms in the YRD”

HENRY LAI, PC WOO & CO



external counsel will be involved in more transactions, corporate governances and decision-making processes.” The fi rm, with almost 100 lawyers including 16 partners, represents mainly local clients in complicated transactions, including listing, SOEs restructuring, FDI, project fi nance and syndicate loans. Litigation is another important practice of the fi rm.

The generally upbeat picture from fi rms is confi rmed by in-house counsel. “With companies’ business aims becoming more complicated, corporate governance becoming more transparent, and the legal environment growing in sophistication, in-house teams need to take a more involved role with external counsel,” says Zhu Zhilin, head of Suning Group’s legal and compliance department. Shenzhen-listed Suning is headquartered in Nanjing.

Zhu helped Suning establish its in-house legal department in 2003, ahead of all other private companies in Jiangsu. “The in-house team takes care of a large amount of day-to-day regulatory and compliance issues, risk management and business advisory work,” says Zhu. “When it comes to

complex transactions or disputes, we’ll involve external counsel. We prefer fi rms that have the suitable expertise and skills – they can be either larger fi rms with more partners and a wider knowledge base, or boutique fi rms with specialised practices.”

Recent years have seen Suning become active with billions of dollars worth of development projects, including

acquisition, expansion, fi nancing and restructuring its franchising business models to direct-owned operations. Zhu and his team have worked with many private practice fi rms.

Last year, Suning hit the headlines with its proposal to acquire Dazhong, another large electronics retailer. The company hired a few law fi rms to advise on the US$407m transaction. However, due to the failure to reach an agreement, Suning has terminated its M&A attempt. Zhu prefers to keep the names of the fi rms involved in the deal confi dential. “I can only reveal that these fi rms have extensive M&A experience and were selected by the board through a strict bidding process,” says Zhu.

Hong Kong fi rms eye Nanjing

Firm Year opened

Chief representative

Michael Cheuk, Wong & Kee香港卓黄纪律师事港卓黄纪律师事务所务所

2004 So Fai Cheung苏辉祥

PC Woo & Co香港胡百全律师事香港胡百全律师事务所务所

2006 Henry Lai赖显荣

Nanjing, the capital city of the country’s most prosperous province, which attracts over 40,000 foreign invested enterprises each year and the largest amount of FDI in China, has caught the eye of two Hong Kong fi rms.

Michael Cheuk, Wong & Kee and PC Woo & Co are the fi rst Hong Kong fi rms to establish representative offi ces in Nanjing. To them, Nanjing is a genuine alternative to Shanghai, as a base to service clients in the YRD region. The city also offers a large pool of potential clients.

“There are a lot of enterprises – especially good enterprises – based in Jiangsu. That’s why we want to offer our services to them,” says Henry Lai, chief representative of PC Woo & Co’s Nanjing offi ce. “But the market in fi rst-tier cities like Shanghai is crowded with international and Hong Kong fi rms, and is very competitive. So having an offi ce in Nanjing is our strategy to minimise direct competition with other fi rms in the YRD.”

Operating costs are another factor that can affect a fi rm’s decision to come to Nanjing instead of Shanghai, Lai says. PC Woo’s Nanjing offi ce primarily focuses on advising Hong Kong and local real estate developers

in property projects and assisting Jiangsu enterprises with international capital markets transactions.

Business in Nanjing has been good, but overseas listing activity has to a degree dried up in China in the past few months, due to some restrictions imposed by the central government on overseas listings of Chinese companies. “Some of our business is affected by the restrictions,” says Lai. “But there is still plenty of work to go around. We’re advising many Jiangsu clients, [who are] listed or doing business in Hong Kong, on Hong Kong regulatory and compliance issues, investment strategies and structures.

“In addition, in the hope that the overseas IPO path will be reopened in the future, many companies are still instructing us to help them with restructuring and preparation for a possible overseas IPO when the time comes,” Lai adds.

Following one of its property developer clients in Hong Kong, Michael Cheuk, Wong & Kee set up an offi ce in Nanjing in 2004, and is now actively advising clients all over the YRD region and some in the neighbouring Anhui province. However, the fi rm is not after the large and well-known companies, but rather the small to mid-sized.

“The large and well-established companies tend to prefer working with large and well-known international and Hong Kong fi rms in Beijing and Shanghai, and they can afford higher charge-out rates,” says Peng Jun, a foreign counsel at Michael Cheuk, Wong & Kee, who splits his time between Nanjing and Shanghai.

“We’re targeting small to medium-sized and start-up companies that need cost-effective services. We’re more likely to win mandates from them because we have an offi ce close to them and can provide timely legal advice and support to meet their day-to-day business challenges,” Peng continues.

As Hong Kong fi rms are only permitted to advise on Hong Kong legal issues, both fi rms agree that it is critical to work closely with local law fi rms to provide the best possible legal services to their clients. The cooperation between them and their local associates has been effi cient. They also receive referral work from local government bodies and local fi rms from time to time. ALB

IPO FEVER HITS JIANGSU ►• By 20 February 2008,

the total number of listed companies in Jiangsu reached 170, of which 110 are domestically listed.

• Jiangsu is only the third province to have more than 100 companies listed domestically.

• In 2007, 33 companies in Jiangsu launched IPOs at home and abroad. Seven are based in Nanjing, seven in Suzhou and 10 in Wuxi.

• The province expects 30 more companies to be listed by the end of 2008.

• There are 106 companies already preparing for future listing.

Source: Jiangsu Development and Reform Commission

Henry Lai, PC Woo & Co

66

FEATURE | arbitration >>

ISSUE 5.5

Arbitration: On the rise

RISE OF ASIAN ARBITRATION: INTERNATIONAL CASES RECEIVED BY MAIN CENTRES ►2002 2003 2004 2005 2006 2007

China International Economic and Trade Arbitration Commission

684* 709* 850* 979* 981* 1,118*

Hong Kong International Arbitration Centre 320 287 280 281 394 448

International Chamber of Commerce 593* 580* 561* 521* 593* N/A

Japan Commercial Arbitration Association 9 14 21 11 11 15

Korean Commercial Arbitration Board 47 38 46 53 47 59

Kuala Lumpur Regional Centre for Arbitration 2 4 3 6 1 N/A

Singapore International Arbitration centre 114 100 129 103 119 119

*Statistics for centre include domestic and international arbitrations

Arbitration is more rational than the sword, says the old proverb. And as companies doing business in China increasingly turn to arbitration as an alternative to the cut and thrust of litigation, law fi rms are adjusting their practices accordingly

At the International Court of Arbitration and the International Chamber of Commerce, the wheels are in

motion. Plans have been announced to open a branch of the Secretariat of the Court in Hong Kong, with a case management team to be fully operational by the end of 2008. The growth opportunities of Asia beckon.

It is a good opportunity to take stock of what has been happening in arbitration practices recently. As law fi rms begin renaming their litigation teams as ‘dispute resolution’ teams, there is an expectation that arbitration practices will go from strength to strength as the demand for alternative dispute resolution services grows. And, as is so often the case recently, it’s the opportunities in China that are really attracting attention. For anyone with a Chinese business dispute, arbitration is a critical part of the solution.

NEW YORK CONVENTION – QUICK ►FACTSFormally known as the Convention on the • Recognition and Enforcement of Foreign Arbitral AwardsWidely recognised as a foundation instrument of • international arbitrationRequires courts of contracting states to give • effect to an agreement to arbitrate and to recognise and enforce awards made in other states, in specifi ed situationsEntered into force on 7 June 1959• 142 signatories•

Source: UNCITRAL

SHANGHAI COURT OF FINANCIAL ►ARBITRATION – QUICK FACTSSpecialist body for fi nancial sector dispute • resolutionInaugurated December 2007• 78 arbitrators drawn from backgrounds such as • banking, law and governmentLaw fi rms from which arbitrators are drawn • include Squire, Sanders & Dempsey and O’Melveny & Myers

Source: Shanghai Arbitration Commission



“[Arbitration] is very important, and has been increasing over the last 15 to 20 years,” says Graeme Johnston, partner at Herbert Smith. “Most foreign judgments are unenforceable in China, whereas most arbitration decisions are enforceable by virtue of China being a signatory to the New York convention. In practice, it’s the most effective dispute resolution tool available. These days just about all signifi cant competently drafted Sino-foreign contracts will include arbitration clauses.”

Ing Loong Yang, chief representative and partner at Heller Ehrman, agrees and says that arbitration in China is not necessarily a new development. “In fact, the fi rst arbitration commission was established in China in 1956. Arbitration will continue to play a very important role in dispute resolution within the Chinese legal framework in the future.”

The driving factor, of course, is economic development. “Disputes are a function of economic development, and with the speed at which the Chinese economy is growing, the number of disputes that require resolution will certainly increase,” says Yang. “The PRC now has about 200 arbitration commissions and they’re all able to administer local and foreign-related arbitrations. This large number of arbitration commissions gives users the fl exibility of choice, and the degree of competition will encourage the commissions to improve the quality of their services and arbitrators.”

The rise of arbitration is encouraged by the courts themselves, says Wang Hongsong, secretary-general of the Beijing Arbitration Commission. “It helps reduce pressure on the courts and provides the parties with more autonomy. The Supreme People's Court is particularly attentive to the development of arbitration and the idea of alternative dispute resolution methods.”

Where is the choice?Determining the appropriate venue for arbitration might not be a question of preference, warns Johnston: “There might not always be a choice, as Chinese law does require non-‘foreign-related’ disputes – a category which includes most disputes between two Chinese companies, even if one or both are foreign-owned – to be arbitrated in a mainland arbitration commission.”

Venue may depend on the client, says Johnston: “When advising a Chinese client I’d typically propose arbitration in a Chinese arbitration commission in Shanghai or Beijing. Chinese companies – like companies anywhere else in the world – prefer to be on home turf if possible. On the other hand, when advising a Western company, I’d typically press for arbitration in Hong Kong or Singapore, which are neutral, international centres with sophisticated legal systems, yet also geographically convenient for the Chinese party.”

But are decisions in China more readily enforceable? “Assuming that the case is ‘foreign-related’, there are no real advantages to arbitrating in China as opposed to arbitrating in Singapore or Hong Kong,” says Johnston. “All the jurisdictions which are signatories to the New York convention are equally safe.”

VenuesSingapore’s reputation as a neutral and effective venue for dispute resolution recently received a boost when four leading Indian institutions – the Indian Merchants’ Chamber, Agri Trade India Services, Multi Commodity Exchange of India and Transworld Group – recently announced that they had signed a statement of endorsement agreeing to support the use of Singapore law to govern their transactions when an alternative to Indian law was required. Singapore, of course, is well known as a gateway to India and this development will only help strengthen the ties between the two nations.

Ing Loong Yang, Heller Ehrman

EXTENSION OF LIMITATION PERIOD FOR ►ENFORCEMENT

Relief is here for parties looking to enforce a judgment or arbitral award in China. Previously, a time limit of six months applied for companies. However, a new civil procedure law was introduced in April which extends this limit to two years. “The new provision represents a major improvement and may perhaps be seen as refl ecting a greater responsiveness of the Supreme People's Court to users' needs,” says Robert Pé, partner at Orrick. Pé says this has been part of a general trend. “Over the last few years, the Supreme People's Court has been taking steps to improve judicial enforcement of arbitral awards and has issued ‘Interpretations’ that effectively direct lower courts to take the enforcement of arbitral awards seriously. Actual enforcement in cash terms remains more problematic. ‘Guangxi’, or connections with local authorities, in the place where enforcement is sought, can still have a signifi cant impact on the chances of successful enforcement.”

SPC CLARIFICATION MAKES HONG ►KONG AN ATTRACTIVE VENUE

In response to a query from the Secretary of Justice for the HKSAR, the Supreme People’s Court (SPC) has confi rmed that awards made in ‘ad hoc’ arbitration proceedings in Hong Kong are to be enforceable on the mainland.

In July 2006, China and Hong Kong signed the Memorandum of Understanding on the Arrangement concerning Mutual Enforcement of Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region (the ‘Arrangement’).

However, because the PRC law does not permit ad hoc arbitration, there has been some uncertainty regarding whether ad hoc arbitral awards made in Hong Kong would be enforceable in the mainland under the Arrangement.

SPC’s recent clarifi cation will allow parties who arbitrate in Hong Kong to confi dently adopt an arbitral procedure most suitable to their transactions and will make Hong Kong a more attractive venue for conducting international arbitrations involving Chinese parties.

68


ISSUE 5.5

“The Singapore government has, in the last few years, introduced a slew of measures that are arbitration-friendly,” says Yang. “These include removing the need for work passes for arbitrators and counsel, and reducing the tax on fees generated by law fi rms that can be attributed to international arbitration. These should pay dividends in terms of eventually seeing more arbitrations come to Singapore.”

The importance of Singapore as a hub for international dispute resolution was also affi rmed by the recent decision of the International Chamber of Commerce to open a Singapore liaison offi ce dedicated to ICC Dispute Resolution Services and to locate its Director of Arbitration and Amicable Dispute Resolution Asia in Singapore.

“Singapore is a respected venue with a number of skilled lawyers and arbitrators available,” says Robert Pé, partner at Orrick. “Its proximity to India may perhaps give it an advantage for India disputes. However, for China disputes I’d say Hong Kong has the edge for a number of reasons: geographic proximity, Chinese language skills and culture, the fact that Hong Kong is part of China – which can sometimes help when it comes to enforcement in Mainland China – and the fact that there’s a large pool of lawyers and arbitrators.”

Pé says that there is a general trend for the more complex, high value work to fl ow to Hong Kong or Singapore. “At this stage there’s still a reluctance on the part of foreign companies to agree to arbitrate high value matters in Mainland China, so in general you tend to see only smaller to mid-value disputes arbitrated there.”

Unsurprisingly, Christopher To, Secretary General of the Hong Kong International Arbitration Centre, also recommends using Hong Kong as an arbitration venue: “Hong

Kong has a very strong reputation for the transparency of its legal system. This provides an incentive for people to use Hong Kong because it makes investors more comfortable.” To say that, the other selling points of Hong Kong include the ready availability of modern facilities and the absence of any immigration obstacles.

Equally unsurprising is that Hongsong Wang, from the Beijing Arbitration Commission, has a bit to say on the advantages of arbitrating in China: “It’s more effi cient and satisfying to solve disputes by way of a Chinese arbitration institution, which has legal experts familiar with Chinese law and culture. For international cases, some Chinese arbitration institutions have world-class international arbitrators. To arbitrate in China can also save money and time when compared to foreign arbitration institutions.”

Arbitration in ChinaMany parties that choose to arbitrate in China will fi nd themselves before the China International Economic and Trade Arbitration Commission (CIETAC). “In recent years we’ve seen a tremendous improvement in the way CIETAC operates,” says Pé. “The arbitration rules have been amended with a view to promoting fl exibility and party autonomy. For example, parties can stipulate that the arbitration be conducted in a common law adversarial style and that the arbitrator or the chairman of the arbitral tribunal not be a Chinese national, to prevent any perception of bias.”

However, Pé says that CIETAC still has its shortcomings: “The arbitration process can be very fast and somewhat of a summary procedure. This isn’t ideal for complicated, high value disputes as parties may go away feeling that they haven’t had an opportunity to fully

“For China disputes I’d say Hong Kong has the edge [over Singapore] for a number of reasons: geographic proximity, Chinese language skills and culture, the fact that Hong Kong is part of China, and the fact that there’s a large pool of lawyers and arbitrators”

ROBERT PÉ, ORRICK



ventilate the issues.” Despite this, Pé is still optimistic about the future of CIETAC: “They’ve shown a genuine interest in improving and they do listen seriously to feedback from foreign practitioners. Of course, change takes time.”

Yang is another to speak positively of CIETAC and other Chinese centres, such as the Beijing Arbitration Commission and Shanghai Arbitration Commission. However, he also warns of the challenges involved with arbitration in China generally: “On the legal front, you have to be mindful of the differences between the Chinese civil law system and the common law system, which may be the choice of law for the contract. Chinese parties may not be familiar with common law concepts and common law procedures such as cross-examination or expert evidence, and these need to be explained to them. On the cultural and linguistic side, you sometimes have to contend with conducting an arbitration in English and Chinese because it’s provided thusly in the arbitration agreement. As counsel, you have to prepare the client for the differences in approach in a China-related arbitration.”

Of course, CIETAC is not by any means the only centre available, a point which Wang is at pains to make: “To arbitrate in the Beijing Arbitration Commission costs comparatively less than CIETAC. The BAC has more fl exible rules that give parties more autonomy. The modern management and facilities also help in increasing the effi ciency of arbitration proceedings, and the focus on impartiality is also welcomed by parties.”

A growing area for law fi rmsAs the level of cross-border transactions and foreign investment in

“There’s been a huge increase in our arbitration workload across the past two years – it’s more than doubled”

GRAEME JOHNSTON, HERBERT SMITH

the region continue to rise, law fi rms are positioning themselves to take full advantage of the increased demand for alternative commercial dispute resolution.

“It’s a major part of our business and will only grow in importance,” says Johnston. “Non-Chinese companies have a reluctance to litigate in China and arbitration is the obvious alternative. In 2006, we established a team of arbitration lawyers – currently six in number – in Mainland China, in addition to our existing teams in Hong Kong and Singapore. We did this partly because of the proximity to Chinese clients and partly because of our arbitration work in China.”

Johnston says his fi rm’s constant commitment to its arbitration practice has paid off: “There’s been a huge increase in our arbitration workload over the past two years – it’s more than doubled. In addition to the traditional joint venture disputes, we’ve also handled audit negligence, supply contracts, shipping and infrastructure disputes, to name but a few. The audit negligence disputes exemplify the popularity of arbitration here – in most western countries, that’s the sort of matter that would ordinarily go to court, not arbitration.”

Pé is also optimistic about the future of arbitration practices, although he has a caveat: “While there are opportunities for international fi rms to do arbitration work inside Mainland China, they are somewhat limited. If the governing law of the contract is Chinese law, the argument before the arbitrator must be conducted by a PRC fi rm. However, it is also possible for an international fi rm to involved itself in a supporting or supervisory role and it may be particularly active in formulating strategy.” ALB


72

News | deals >>Sign off >>

If the recent US trademark report by Dechert is any indication, Chinese

companies in the US are keen to keep their own identity when it comes to exporting products under their original brand names.

The report revealed that about 15% of applications fi led with the Trademark Offi ce are from companies in other countries

– and China is now at the top of this list. From 2003 to 2007, the number of Chinese companies fi ling US applications has risen signifi cantly, from 500 to 1,750.

IP IN CHINA

The Hudson Report recently revealed that expectations to hire

have been dwindling in Asia.

In Japan, respondents reported an 11% difference in hiring expectations between Q2 and the previous quarter. China, however, is more

optimistic, with only a 9% drop. The response from Hong Kong over increasing headcount this quarter only differed by 1% from the previous quarter. Expectations have fallen in Singapore, with 49% forecasting increased hiring this quarter.

Hiring recession is looming in Asia

According to legal blog www.simplejustice.com, Daniel Hynes, a young lawyer from Manchester, once

threatened a Concord hair salon with a lawsuit due to different and ‘discriminatory’ cut prices for men and women.

Hynes demanded that the store pay him $1,000 because the unequal prices at the (Claudia Lambert’s) salon had caused him mental anguish – despite the fact that the salon charged women more than men.

Not surprisingly, the jury were less than accommodating when the case was brought to court and convicted Hynes of misdemeanour theft by extortion.

This case just won’t cut it

Davis LLP launches into cyberspace

Davis LLP became the fi rst Canadian law fi rm to open an

offi ce in the 3-D virtual world of Second Life, which is entirely built and owned by its residents.

The fi rm’s virtual offi ce currently focuses on intellectual property, technology and video game law, and will be accessible to a total of more than nine million residents from around the globe via Second Life.

Brennan fi nds the fun in fatalityUsing his sense of humour in sync

with his legal training, Paul Brennan of Australian suburban fi rm Brennans Solicitors recently produced another literary legal masterpiece, following the success of Law is an ass – make sure it doesn’t bite yours!

His latest book – A legal guide to dying: Baby Boomers edition – covers the squeamish subject of death and all its complications, particularly targeted towards the older portion of the Baby Boomer generation, now aged in their 60s, who may be contemplating issues of inheritance, etc.

While making fun of mortality, the book provides informative insight into the legal issues associated with death, with Brennan toting the tome as the “ultimate Exit Tool for those Boomers who are time-poor”.

Singapore

Japan

Hong Kong

China

30

40

50

60

70

Apr

-Jun

08

Jan-

Mar

08

Oct

Dec

07

Jul-S

ep 0

7

Apr

-Jun

07

Jan-

Mar

07

Oct

Dec

06

Jul-S

ep 0

6

Apr

-Jun

06

Jan-

Mar

06

Oct

Dec

05

Jul-S

ep 0

5

Apr

-Jun

05

Jan-

Mar

05

Oct

-Dec

04

Jul-S

ep 0

4

Apr

-Jun

04

REGIONAL PERMANENT INCREASED HIRING EXPECTATIONS OVER TIME

Source: The Hudson Report

Resp

onde

nts

pre

dict

ing

incr

ease

d hi

ring %

%

%

%

%

China Legal Business 5.5

Documents

Transcript of China Legal Business 5.5