LAW FIRM LISTING: IS SHANDONG DEHENG SETTING A PRECEDENT? 律师事务所挂牌:山东德衡为中国律师界设置了先例 JULY 2015 WWW.LEGALBUSINESSONLINE.COM STOCK PANIC China unleashes unprecedented measures 股市恐慌: 中国出台前所未有的 救市政策 PAGE 42 REIT WAY Wanda experiments with Internet finance 房地产投资信托基金: 万达试验互联网金融产品 PAGE 30 TAIWAN REFORMS Anti-competitive behavior targeted 台湾地域报告: 着眼反竞争行为 PAGE 36 INSIDE 04 14 n APPOINTMENTS n THE BIG STORY 06 n DEALS SPOTLIGHT 亚洲法律杂志 - 中国版 CHINA 9 772220 270006 ISSN 2220-2706 中 国 十 五 佳 律 师 新 星 TOP 15 RISING LAWYERS 2015
The July 2015 issue of Asian Legal Business magazine (ALB) China, China's leading publication catering to the legal industry, features: Our list of China’s Rising Lawyers for 2015, featuring talented lawyers under 40 (or with legal experience of less than 10 years) who are doing high-quality work; A report on the risky world of quasi-REITs in China; An update on Taiwan’s new Fair Trade Act, through which it is targeting anti-competitive behavior; An account of how China unleashed unprecedented emergency measures to avert a stock crash; An analysis of what Shandong Deheng’s “listing” means for the legal industry; Deals and appointments of the month; And much more.
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LAW FIRM LISTING: IS SHANDONG DEHENG SETTING A PRECEDENT? 律师事务所挂牌:山东德衡为中国律师界设置了先例
JULY 2015WWW.LEGALBUSINESSONLINE.COM
STOCK PANICChina unleashes unprecedented measures
股市恐慌:
中国出台前所未有的
救市政策
PAGE 42
REIT WAY Wanda experiments with Internet finance
房地产投资信托基金:
万达试验互联网金融产品
PAGE 30
TAIWAN REFORMS Anti-competitive behavior targeted
台湾地域报告:
着眼反竞争行为
PAGE 36
INSIDE
04
14n APPOINTMENTS
n THE BIG STORY
06n DEALS SPOTLIGHT
亚洲法律杂志 - 中国版 CHINA 9 772220 270006
ISSN 2220-2706
中国十五佳律师新星
TOP 15RISING LAWYERS
2015
CONTENTS 1WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Wanda’s Fashion
万达之路Dalian Wanda Group, China’s biggest real estate developer, is no longer interested in just being a developer. Its high-profile steps in the past six months are a convincing indicator that that the conglomerate is moving elsewhere. How risky is its quasi-REITs product? How will this global juggernaut handle its transformation into an asset-light business? How will it navigate the choppy waters of Internet finance? Shangjing Li reports
台湾的大规模公平交易改革Antitrust law enforcement activity is on the rise in Asia, as local authorities seek to clamp down on anti-competitive behaviour. This is also true in Taiwan, where a recent amendment to its Fair Trade Act laid out a new path for key areas of competition law and transformed the island’s business landscape. Kanishk Verghese reports
Top 15 Rising Lawyers 2015 16ALB China showcases 15 ambitious young lawyers across China who have appeared on our radar because of their potential to become the next power players in the legal industry. Their growing record of achievements, coupled with their expanding client portfolio, make a solid case for why they have what it takes to climb to the top.
ASIAN LEGAL BUSINESS is available by subscription. Please call+852 2847 2088 (Hong Kong), +65 6775 5088 (Singapore) for details orvisit www.legalbusinessonline.com
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 can accept no responsibility for loss.
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EDITORIAL 3WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
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Even though Chinese civilization dates back thousands of years, its relatively recent reemergence on the global stage means there is a sense of newness to its companies – and its law firms. Chinese com-panies, particularly technology firms like Huawei and Tencent, are changing the way the world does business. Similarly its law firms are transforming the traditional paradigms of the legal industries with its fresh approaches. And at the heart of this movement are exciting young lawyers who are challenging the established norms as they look to achieve higher levels of client satisfaction.
The ALB Top 15 Rising Lawyers list showcases 15 of the brightest young legal minds in the country that are already making a name for themselves as they do quality work using groundbreaking new ap-proaches. Apart from making their clients happy and firms proud, they also symbolize China’s trendsetting approaches to doing busi-ness, and look set to become household names in the years to come. We look forward to seeing them rise even further.
Eight years after Australia’s Slater & Gordon became the first law firm in the world to undertake an IPO, a Chi-
nese law firm has become “listed.”Earlier this month, Qingdao-based
Shandong Deheng Law Firm started selling shares on the Qingdao Blue Ocean Equity Exchange, also known as the Four Board or the regional over-the-counter (OTC) market in China, setting a precedent for more than 20,000 law firms in the country.
But unlike Slater & Gordon in Australia or Gateley in the UK which also had its IPO in May this year, Shandong Deheng is not issu-ing public shares.
“When I talk about ‘listing’, I used a quo-tation mark.” said Hu Ming, the managing partner of Shandong Deheng, noting that it is far from what a traditional IPO is.
Through a private placement which is only open to partners working in the firm, Shandong Deheng aims to raise 40 million to 60 million yuan, or $6.5 million to $9.7 million by selling 10 million shares, accord-ing to the filing. The proceeds will be used to fund the firm’s online legal services busi-ness, labeled Deyi Online.
Deheng’s recent move created a buzz in China’s legal industry, after it talked itself up as becoming the first law firm to be “listed.” However, like most parts in the world, China is still miles away from being a jurisdiction that allows law firms to have non-lawyers as stakeholders.
INSIDE DEALS: YOUR MONTH AT A GLANCE 06 / APPOINTMENTS 14
In Deheng’s case, it chose a relatively low-key regional OTC to trade shares, because neither of the main boards in Shang-hai or Shenzhen, not to mention the ChiNext or the increasingly popular New Three board, currently allow partnership-based entities to get listed. Re-gional OTCs presently don’t come under the scrutiny of China Securities Regulatory Com-mission.
Besides, according to Luan Shaohu, the chairman of the Deheng Legal Group, Shan-dong Deheng’s parent, the Blue Ocean board has minimal requirements when it comes to information disclosure, and companies can even apply to be exempt from disclosure un-der certain circumstances.
Shandong Deheng announced its list-ing plan last July, and received the official approval from Qingdao Blue Ocean Equity Exchange almost a year later. The regional OTC even adjusted its rules to accommodate Shandong Deheng—previously it did not al-low partnership-based entities onboard.
The law firm was established in 1993 in Qingdao, after which the partners expanded it to Beijing, and later spun that office off as a new firm called Beijing DHH that targets high-end work. A group holding company, Deheng Legal Group, was set up as the hold-ing entity of the two firms which operate in-dependently. Since then, the group has initi-ated many innovative methods of expansion,
including establishing Deyi to provide online legal services, and pursuing this “listing.”
“I think more and more firms will now embark on this revolutionary path,” Hu told ALB. “Deheng is not doing this only for our-selves; we are doing it to benefit China’s le-gal industry.”
Law firms in China and abroad are explor-ing whether partnership-based entities can list on stock markets. The UK introduced the concept of “alternative business structures” for law firms in 2011, including membership-based organizations and publicly listed enti-ties. The latter has been possible in Australia since at least 2007, when Slater and Gordon Lawyers became the first law firm to list in that country.
But do law firms in China really have the desire to follow suit? Given the regulatory requirements surrounding the structure of Chinese law firms, Chen Feng, the managing partner of Dacheng Law Offices in Shanghai, said no.
“Inside our firm, we have discussed what listing our firm would entail, and we reached a consensus that we won’t do it,” Chen said.
He noted that China has different set of
Small step, big stridesDeheng’s ‘listing’ might be a way for Chinese law firms to rethink how they raise capitalBy SHANGJING LI
rules for lawyers, given law firms are not registered with industrial and commercial bureau like most other companies, and thus a listing is hard to implement. Meanwhile, most law firms in China are still using a commission-based revenue system, unlike other companies that provide services and that makes the former inherently unready to pursue a listing.
“Most law firms in China don’t see the need to get listed, and nor do they consider it as a practical option. I don’t see why they would alter laws on a national level to help us list,” he said.
But Deheng’s move will no doubt be closely watched by other law firms keen to raise capital, as it sets a precedent for them.
Chen, the managing partner of the world biggest law firm at the moment, gives credit to Shandong Deheng’s innovative move, say-ing that it might be spearheading a change in how law firms are operated and financed.
“It is a catalyst for change. But how effec-tive it is remains to be seen,” he said.
$1.96 BILLION IPOLEGEND HOLDINGS’ HONG KONG IPO • LegendHoldingCorp is the largest
shareholder in personal-computer maker Lenovo Group Ltd.
• Should Legend go public, it couldbecome the third-largest IPO in Hong Kong this year after Huatai Se-curities, and GF Securities.
• Apart from Lenovo, which wentpublic in Hong Kong two decades ago, Legend also controls Chinese private-equity firm Hony Capital.
$9 BILLION PRIVITASATIONQIHOO 360 GO-PRIVATE BID• Qihoo, which listed in the United
States in 2011, may be the largest Chinese tech company to receive a go-private offer in recent months.
• Tech executives at several Chinesecompanies are betting on higher valuations back home, where the main stock index surged more than 50 percent this year.
Junan, China’s largest brokerage by revenue and third largest by profit, has followed in the footsteps of other Chinese brokerages tapping into the country’s capital markets to fund their booming margin-trading busi-ness.
• GuotaiJunan’sIPOisthefourthinthemainland market to raise more than $1 billion in the past 12 months.
DEAL NAME FIRM JURISDICTION VALUE(US$ MLN) DEAL TYPE
Legend Holdings’ Hong Kong IPO
Cleary Gottlieb Steen & Hamilton
China,Hong Kong
1,960 IPOJia Yuan Law Offices
Davis Polk & Wardwell
JunHe
Hewlett-Packard’s joint venture with Tsinghua Holdings
Allen & Overy Hong Kong, China
2,300 JVFangda Partners
Jianguang Asset Management’s agreement to buy Netherlands-based NXP Semiconductor’s power amplifier business
Deacons
Hong Kong, China, Netherlands
1.800 M&ADe Brauw Blackstone Westbroek
Houthoff Buruma
Qihoo 360 go-private bidTian Yuan Law Firm
U.S., China 9,000 PrivatisationJingtian & Gongcheng
Baidu’s public offering of 3% and 4.125% notes
Maples and Calder
U.S., China 1,250 DebtSkadden, Arps, Slate, Meagher & Flom
Chongbang Holdings’ fundraising
Appleby
China, US 920 Debt
Baker & McKenzie
Clifford Chance
Deacons
Jones Day
Guotai Junan Securities’ Shanghai IPO
Haiwen & Partners China 4,850 IPO
Xinhua online arm Shanghai IPO
King & Wood Mallesons China 240 IPO
Deheng Law Offices
Red Star Macalline’s IPO
Paul Hastings
China,Hong Kong
925 IPO
Davis Polk & Wardwell
Commerce & Finance Law Offices
Llinks Law Offices
7BRIEFSWWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Chengdu’s Tahota looks east with Jinan launch
Expansion-hungry Chengdu-based law firm Tahota has established a presence on China’s eastern seaboard after opening an office in Jinan, the capital of the coastal Shandong Province.
Comprising more than 20 lawyers, including 10 partners, the new office will mainly focus on finance, investment, government compliance, cultural indus-try, corporate, and real estate, according to a news statement.
Apart from its home base in Chengdu, Tahota also has offices in the Chi-nese cities of Beijing, Chongqing, Shenzhen, Lhasa, and Hong Kong. It is also preparing to open new offices in Kunming, Shanghai and Washington DC, its first outside the Greater China region.
Tahota was named West China Law Firm of the Year at the ALB China Law Awards 2015, the seventh time the firm received the award.
Grandall third Chinese firm to open in Silicon Valley
Grandall Law Firm has opened in Silicon Valley, becoming the third outfit from China to open an office in the U.S. technology hub after the legacy King & Wood PRC Lawyers and JunHe Law Offices estab-
lished presences there in 2001 and 2010, respectively.Led by Lindy Zhang, Grandall’s new office consists of more than 10 lawyers
from Hong Kong, Taiwan, the U.S. and China, 80 percent of whom are admit-ted to California bar.
Zhang told ALB in an interview that the new office would mainly cater to the increasing demand of Chinese companies investing abroad. Corporate, real estate, immigration and tax will be the major focus.
In addition, Zhang noted the new office will also help local startups in Sili-con Valley to register companies, design equity structures, and take their busi-nesses to China.
“Almost 90 percent of the high-tech M&A projects we advise on are in Sili-con Valley, and that is why we chose the to open an office here,” Zhang said.
Grandall also opened a new office in Jinan Province last year. With these two offices, the firm currently has 18 offices including four international ones.
Mayer Brown JSM, Jingtian & Gongcheng to form HK alliance
Beijing-based Jingtian & Gongcheng is on the verge of forming an as-sociation with Mayer Brown JSM in Hong Kong, as the Chinese firm establishes its first presence outside mainland China.
Under this arrangement, Mayer Brown JSM will provide office space and other resources to secondees from J&G in Hong Kong. The two firms will continue to operate as separate entities, and they are not contemplating a merger, a spokesperson told ALB. The association is still awaiting approval from the Law Society of Hong Kong.
The alliance is the most recent example of a Chinese law firm teaming up with a foreign law firm as the country sees an increase in capital outflows and business opportunities across different jurisdictions. Early this year, Dacheng Law Offices and Dentons formed the world’s biggest law firm. And in April, Baker & McKenzie entered into a joint venture with Fenxun Partners in Shang-hai.
Jingtian currently has four offices in China including Beijing, Shanghai, Shenzhen and Chengdu. The firm, which is growing fast, particularly its capi-tal markets practice, is the latest mainland law firm to enhance their pres-ence in Hong Kong. In May Llinks opened in the SAR, some months after Beijing-headquartered Han Kun Law Offices.
“We look forward to forming an association in Hong Kong with Jingtian & Gongcheng, one of China’s most prestigious law firms,” said Mayer Brown Chairman Paul Theiss in a statement. “This is an exciting development for the clients of both firms.”
China’s Yingke Opens in GreeceYingke Law Firm has opened an office in Greece, the firm’s 27th outpost
overseas.The new office will operated under a strategic partnership between Yingke
and Greece law firm Machas & Partners, an Athens-based law firm founded in 2011 that also has offices in Monaco and London.
Under the agreement, the new firm will provide services to clients both in China and Greece in the areas of antitrust, merger & acquisition, banking and finance, litigation and arbitration and labor law.
Mei Xiangrong, the managing partner of Yingke said during the launch ceremony that the motivation behind the new office was that Greece needs China and vice versa.
“China has become a comprehensive strategic partner of Greece, not only assisting the country to overcome its financial crisis and debt prob-lems, but also contributing to the stability of Eurozone and provid-ing solid support through bilateral and multilateral relationships,” Mei said.
Starting with Greece, Yingke aims to open offices in eastern and southern Europe in the coming years, according to a news state-ment.
9BRIEFSWWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
China’s draft cybersecurity law could up censorship, irk business
China’s parliament has published a draft cybersecurity law that con-solidates Beijing’s control over data, with potentially significant consequences for internet service providers and multinational firms
doing business in the country.The document strengthens user privacy protection from hackers and data
resellers but elevates the government’s powers to obtain records on and block dissemination of private information deemed illegal under Chinese law.
Citing the need “to safeguard national cyberspace sovereignty, security and development,” the proposed legislation will allow China to bolster its networks against threats to stability and better regulate the flow of informa-tion.
Earlier in July, China’s largely rubber stamp parliament passed a sweep-ing national security law that tightened government control in politics, cul-ture, the military, the economy, technology and the environment.
But cybersecurity has been a particularly irksome area in relations with economic partners like the United States and the European Union, which see many recently proposed rules as unfair to foreign firms.
Joerg Wuttke, president of the European Union Chamber of Commerce in China, said the business lobby was still reviewing the draft law but that it was “worried.”
“The chief concern is that, as with many Chinese laws, the language is vague enough to make it unclear how the law will be enforced,” Wuttke said.
Under the draft law, internet service providers must store data collected within China on Chinese territory; data stored overseas for business purposes must be government-approved. Network equipment must also be approved under testing standards issued by China’s cabinet.
The government also reiterated its longstanding objective of requiring in-ternet users to log in with their real names to services like messaging apps - though such drives have failed in the past.
The parliament said government agencies would issue additional guide-lines for network security in “critical industries” such as telecoms, energy, transport, finance, national defense and military matters, and government administration.
Parliament will take feedback on the proposed legislation until early Au-gust, and it will likely undergo a series of readings and possible adjustments before being adopted.
Nicholas Bequelin, East Asia Director at Amnesty International, said the draft law would institutionalize censorship practices that were not explicitly formulated before.
Article 50, for example, would give authorities the legal power to cut ar-ea-wide internet access to maintain order in the case of “sudden” incidents, much as it did for 10 months in 2009 after nearly 200 people died in ethnic riots in Urumqi, the capital of the western region of Xinjiang.
U.S. regulators plan first-ever inspection of audit firm in China
U.S. regulators are planning their first-ever inspection of an audit firm in China under a pilot program, marking a step toward reso-lution of a stalemate over accounting oversight of Chinese firms
listed on U.S. markets.The inspection is expected to take place this year, subject to final agree-
ments, a spokesman for the Public Company Accounting Oversight Board (PCAOB), the main U.S. audit regulator, told Reuters.
The PCAOB has been seeking access to China for audit inspections for years, following a rash of botched audits that led to massive losses for inves-tors in Chinese shares in the United States. China had balked at granting access for audit inspectors, citing sovereignty concerns.
Under U.S. law, auditors that check the books of U.S.-listed companies must be registered with the PCAOB and open to inspections.
“They’ve gotten very little here, but they’re making progress,” said Paul Gillis, an accounting professor at Peking University in Beijing.
“The whole issue is becoming less relevant as these companies flee the U.S. markets to return to China, and that’s really the best for all parties,” he said.
Chinese companies have been pulling out of the United States and re-turning home, where share prices had surged before a recent pullback. In the media and internet sectors alone, 17 U.S.-listed Chinese companies have said this year they will go private, spurred by a chance to re-list on Chinese exchanges, according to a report from Mizuho Securities.
The U.S. Securities and Exchange Commission, which regulates U.S. stock markets, has also de-registered dozens of Chinese companies in response to accounting scandals that began surfacing in 2010.
The PCAOB two years ago said China had agreed to grant access to Chi-nese companies’ audit documents for U.S. enforcement actions against audi-tors.
Regulators from the United States and China committed to the pilot in-spection program in talks held in Washington, D.C., the U.S. Treasury Depart-ment said in a report.
Senior officials from China and the United States meet annually at the U.S.-China Strategic and Economic Dialogues to work on economic coopera-tion.
U.S. regulator freezes Chinese executive’s assets over suspicious Qihoo trades
The U.S. securities regulator has obtained a court order to freeze the assets of a Chinese online gaming CEO over what it described as “suspicious” trading activity ahead of a $10 billion deal by U.S.-listed
Qihoo 360 Technology Co Ltd.In a statement, the Securities and Exchange Commission (SEC) said
Guangzhou-based Luo Haijian made more than $1 million trading options in Qihoo ahead of the news that the Chinese tech company had received a buyout offer at a 16.6 percent premium to its June 16 closing price.
In a New York court filing, the SEC says 33-year old Luo, who is the chief executive of 4399 Co Ltd, bet Qihoo’s stock price would rise in the short term by purchasing $700,000 of “out of the money” call options through a U.S. brokerage account prior to the buyout announcement.
Qihoo received the buyout offer on June 17 from a consortium led by its chairman and CEO Hongyi Zhou, adding the mobile security software maker to a long list of Chinese tech companies that have received offers to drop their New York listings and head back home. Qihoo’s stock opened 9 percent higher on the news.
Luo subsequently sold all his call options and asked his broker to transfer $600,000 of his proceeds to a Singapore bank account, the complaint says.
“The suspicious timing and size of Luo’s trades spurred us to move swiftly to freeze his proceeds and ensure that potentially illegal profits cannot be siphoned out of this account beyond a U.S. court’s jurisdiction while our in-vestigation continues,” Andrew Calamari, regional director of the SEC’s New York office, said in an SEC statement.
Luo, who had no prior history of trading Qihoo securities using the U.S brokerage account opened in March, traded the options “while in posses-sion of material, nonpubic information, concerning the buyout offer,” the SEC complaint alleges.
Luo could not be immediately reached for comment.The court order freezes assets in Luo’s brokerage account and prohibits
him from destroying any evidence. The SEC is seeking a final judgment order-ing Luo to disgorge his gains with interest and penalties, the SEC said.
This is the second time this year the SEC, regarded as one of the most aggressive securities watchdogs in the world, has investigated trading of U.S-listed stocks by Chinese residents.
In April, the regulator charged two Beijing residents with insider trading, alleging they profited by purchasing call options on Chinese internet com-pany 58.com ahead of its merger with rival ganji.com.
在2015年7月1日公司法令第一阶段生效同时,为了减少小公司合规负担,深入推进以风险为基础的方法,公司法令引入”免于审计小公司(Small Company Concept for Audit Exemption)”概念,符合规定的小公司将免于提供审计的财务报告,该类免于审计小公司将于2015年7月1日以后开始的财务年度免于提交经审计的财务报告。
DEAL FIRMS OF ASIA 2015P R O F I L E S O F K E Y T R A N S AC T I O N A L L AW F I R M S I N T H E R E G I O N
OFFSHORE CENTRES 2015E X P E R T S K E E P YO U U P TO D AT E O N O F F S H O R E F I N A N C I A L C E N T R E S
ISLAMIC FINANCE 2015A N I N T R O D U C T I O N TO A T R E N D S W E E P I N G T H E W O R L D
ASIAN LEGAL BUSINESSJULY 2015RISING STARS16
TOP 15
《亚洲法律杂志》(ALB)向您推荐15名来自全国各地的年轻律师,他们良好的发展态势让我们看到了这些人在未来成为法律界“大咖”的潜质。这15名新星律师凭借着卓越的表现、良好的口碑、日益扩大的客户群诠释了他们的潜力和优秀,荣登榜单。以下名单按照获奖者姓氏首字母顺序排列。**The Chinese translation of this story was prepared by CLS Communication** ** 此文中文翻译由CLS Communication提供 **
RISING LAWYERS
ALB CHINA SHOWCASES 15 AMBITIOUS YOUNG LAWYERS ACROSS CHINA WHO HAVE APPEARED ON OUR RADAR BECAUSE OF THEIR POTENTIAL TO BECOME THE NEXT POWER PLAYERS IN THE LEGAL INDUSTRY. THEIR GROWING RECORD OF ACHIEVEMENTS, COUPLED WITH THEIR EXPANDING CLIENT PORTFOLIO, MAKE A SOLID CASE FOR WHY THEY HAVE WHAT IT TAKES TO CLIMB TO THE TOP. THE NAMES BELOW ARE IN ALPHABETICAL ORDER.
中国十五佳律师新星作者:马源
By Marian Ma
ASIAN LEGAL BUSINESSJULY 2015RISING STARS16
2015
RISING STARS 17WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
METHODOLOGY
Individuals need to either be under the age of 40 or have no more than 15 years of legal professional experi-ence to be considered as a rising lawyer. We received hundreds of applications from law firms across China in the past two months. The list was chosen base on the following criteria:
1. significant achievements
2. important deals or cases
3. significant work in the last 12 months
4. clients the candidate has acted for
5. significant accolades the candidate has received for work in the form of public recognition, awards etc.
With faith that practice makes perfect, Bian Hao started his law career in 2003. Today, he is an expert in M&A and as-set-restructuring projects in the country. Adept at handling equity-related matters, Bian has provided legal support to the acquisition of China CNR by China South Locomotive,
assisted Ping’An Bank’s acquisi-tion of Shenzhen Development Bank, and helped China Mobile with its investment in Shanghai Pudong Development Bank. He has represented several presti-gious companies such as China Mobile, China International Capi-tal Corporation, Huaneng Power International Inc, Temasek, China Construction Bank, Ping’An Bank, China Reinsurance Company, and BBVA.
Bian Hao卞昊
Guo Rui郭锐
Guo RuiFirm: AllBright Law Offices
Practice: Dispute Resolution, Corporate Law
Position: Senior Partner
Guo Rui handles complicated cases of dispute resolution as well as significant commercial projects, such as the real es-tate-related conflict at the Shanghai Bund (involving Fosun, SOHO, Zendai and Greentown), the right of reputation report issues with Qihoo’s “Black Box” case, and the bankruptcy and reorganisation of China Metal Recycling. The 39-year-old part-ner also advised on the construction of civilian projects such as Hongqiao pivot and Pudong goods pivot. His professionalism has attracted a roster of clients from various sectors, including Zhenhua Heavy Manufacturing, Shandong Chenming Paper Industry, Kaiyuan Hotel Group, Taiwan Cement and Shanghai Electric. His focus on enhancing his clients’ value and improv-ing the rule of law has landed him a place in the Shanghai Lawyers Association’s list of Top 20 Excellent Young Lawyers in 2014. He was also named as one of the Top Ten Outstanding Young Lawyers of Pudong New District in 2010.
As the head of the securities department of Co-effort Law Firm, Zhang Ne focuses on capital market, innovative fund, financing and investment, merger and acquisition, and restructuring practices. Last year, he helped a number of representative small and medium-sized enterprises successfully list on the New Third Board. Dealing with such a large number of difficult cases requires both professional expertise and innovative ability, which has won Mr. Zhang wide praise within the industry and ALB’s Rising Lawyer award.
ALB: Can you share with us the most challenging case in the past year?Zhang: The Wuxi Tengxuan Technology case is the one that comes to mind. This is a high-quality high-tech company that faces a number of issues. First is the issue of asset independence. Since Tengxuan Technology’s assets are in the name of another company, we needed to help it restructure assets for transfer purpose before the equity reform. However, asset transfer involves hefty tax costs. So we drew up an asset restructuring scheme that helped lower 70-80% of the tax costs. Second is the issue of staff independence. The old part of the company was still there, even as the new part is a listed entity. The employment record of a lot of the staff members was still in the old company rather than the listed entity. In addition, Tengxuan Technology also faced peer competition and financial problems. Lastly, it was embroiled in a lawsuit filed by an overseas Fortune 500 company over core intellectual property rights, casting doubts on its ability to continue operations. Despite all these problems, we proposed very good solutions once onboard, and also helped Tengxun Technology win the lawsuit eventually.
ALB: As the head of the securities department of Co-effort Law Firm, could you tell us the characteristics of the department’s practices?Zhang: The securities department is very important in Co-effort Law Firm. Securities department staff can be found in all of Co-effort’s branches, and there are over 20 such members at our headquarters. All of them are managed by me. As we all know, securities business is an industrial chain. In addition to traditional listing services, we also provide services in every other stage of the industrial chain, from fund establishment, to pre-listing PE investment, bond investment, post-listing rights issue, merger and acquisition, and restructuring. In other words, we provide enterprises with multi-level services throughout the whole process.
ALB: What kind of role should lawyers play in a company’s listing?Zhang: I think lawyers should play a leading role in the capital market. Therefore, it will be good for companies if the listing process is led by lawyers. Currently, the intermediary services in the capital market are led by brokerages, whose main service is to underwrite share offerings and track industries. However, companies have various demands during the listing process, such as business operation standardisation, risk prevention, group structural adjustments, M&A and restructuring, and bringing in investors in the earlier stages, and further standardisation and development after listing. To meet these demands, the core issue is how to leverage rules and laws. Therefore, lawyers are needed to help design schemes that complies with the rules with their expertise.
As lawyers, our goal should be to change the ecosystem of the industry to achieve the ultimate goal that lawyers should become IPO project leaders in the future. My hope is justified as this goal has already been achieved in foreign countries and controls on brokerage licenses are set to be relaxed on the New Third Board, as we have already seen. Lawyers are to lead the industry. This is my goal. Lawyers should aim to be the consolidator and leader of the industry.
“LAWYERS SHOULD PLAY A LEAD-ING ROLE IN THE CAPITAL MARKET”
Zhang Ne, Senior Partner
张讷,高级合伙人
地址:上海市陆家嘴环路 958号华能联合大厦35层
邮编:200120 电话:86-21-68866151 传真:86-21-58871151
ASIAN LEGAL BUSINESSJULY 2015RISING STARS20
Hu QiFirm: Grandway Law Offices
Practice: Corporate Law, IPO
Position: Partner
In nine years of legal practice, Hu Qi has been steadily gaining recognition for her “excellent legal expertise” and “diligent pro-fessionalism”, said Liu Guang, CEO of NetPosa. Qi has partici-pated in several M&As, including Zhong Nan Heavy Industry’s acquisition of Da Tang Brilliant and DSM’s buyout of Aland (Ji-angsu) Nutraceutical, and she has advised on a number of suc-cessful listings such as the IPO of NetPosa, Founder Securities, Zhong Nan Heavy Industry and Yotrio Group. She also served as the issuer’s counsel in IPO of Ningbo Jifeng Auto Parts in 2015, the issuance scale of which was valued at around $76 million. Apart from her legal work, Qi also actively participates in the activities of the Beijing Bar Association as a guest of honor and speaker, and she is always willing to challenge herself by en-gaging in other types of corporate cases.
Believing that legal-service providers should pro-tect the rights and promote the interests of clients, Hu Zhengzheng has been introducing companies to potential investors for win-win collaborations. His 11-year career reflects his familiarity with onshore and offshore capital markets as well as expertise in different deal types, allowing him to build a client portfolio that includes Sequoia Capital, Saif Part-ners, Citic Holdings, Morgan Stanley and JPMorgan Chase & Co. He has helped over 30 China compa-nies go public in local and foreign markets, includ-ing Baofeng’s China listing and the Hong Kong IPOs of Wanzhou (Shuanghui) and Forgame. He has also
worked on M&A deals and closed several debt-financing deals – Southern Grid’s takeover of CLP Power and China Life’s sub-ordinated RMB debt worth around $4.8 billion, among others – on behalf of over 20 listed companies. His achievements have earned him a reputation for “being always at the top level in the industry” not just with clients, but also among colleagues.
On January 27, 2015, Dacheng Law Offices (“Dacheng”), the largest law firm in Asia, and Dentons, a top 10 global law firm, signed an agreement to combine to create the world’s biggest law firm by headcount. After the merger, the new firm will set up a joint management team under the “one firm” principle and have 120 offices over five continents across the globe.
“Dentons, ranked seventh in the world, boasts rich resources of overseas clients globally. This would help raise Dacheng’s service quality and level of expertise. For Dentons, Dacheng comes with the same strength.” Zhou Liang, an attorney and senior partner with Dacheng, told ALB.
Before the merger, Dacheng is already one of the first and largest full-service law firms in China. The slogan of “excellence, inclusiveness, perseverance and teamwork” as shown on its website is a true reflection of Dacheng’s development over the years.
Founded in 1992, Dacheng is home to over 4,000 attorneys and other professionals worldwide. Its main practice areas include: banking and finance, cross-border investment, securities and capital markets, private equity and investment funds, merger, acquisition and corporate restructuring, etc.
After more than 20 years of hard work, Dacheng has been well recognized for its professional expertise in the industry, and has won numerous awards. In 2015, Zhou Liang, an attorney with Dacheng, becomes the second youngest winner of the “2015 ALB Top 15 Rising Lawyers in China” award due to his outstanding performance in banking and finance as well as foreign-related practices. He is set to establish a top-notch team in these practice areas. Additionally, an attorney from Dacheng is one of the ten recipients of the “2015 FT Asia-Pacific Innovative Lawyers Awards” by the Financial Times of UK.
Dacheng and the attorney team led by Zhou Liang are one of the earliest law firms and teams in China to work on the design and compliance of financial products for Yuan internationalization. As a senior partner of Dacheng, attorney Zhou Liang is a member of its banking and finance as well as cross-border investment teams, with rich practical experiences in the fields. Mr. Zhou has been assisting the China Construction Bank (Asia), the Hong Kong branch of the China Construction Bank and the Industrial and Commercial Bank of China (Asia) on the design and compliance of more than ten cross-border and offshore RMB products and other financial products. He has also been involved in many state-level cross-border investments.
Banking and finance, as well as cross-border investment are the two primary fields for China’s future development. The former is the life blood of the national economy, while the latter will be rolled out across China with the implementation of the “One Belt, One Road” initiative. As an attorney specializing in these two fields, Mr. Zhou believes shrewd appreciation, quick response and learning ability, and relentless innovation are the must-have quality for lawyers.
Mr. Zhou suggests clients in banking and finance, as well as cross-border investment to look for new business opportunities or breakthroughs to lower financing costs amid State policy changes, and to explore the development of new products as the government relaxes policies.
DACHENG: A NEW JOURNEY FOR THE WORLD’S LARGEST LAW FIRM
Zhou Liang, Senior Partner
周亮,高级合伙人
ASIAN LEGAL BUSINESSJULY 2015RISING STARS22
Li HaipingFirm: Skadden, Arps, Slate, Meagher & Flom
Practice: Corporate finance, M&A and public company rep-resentation
Position: Partner
Li Haiping is a “uniquely strong advisor” in the Shanghai le-gal market, according to a fellow partner at Skadden. With bar qualifications in both New York and Hong Kong and le-gal background in China, Haiping provides high quality full spectrum legal services to her China-based U.S. and Hong Kong listed company clients. She has extensive experience in advising companies, underwriters and shareholders in U.S. capital market transactions. Her recent initial public offering clients include household names in China such as Momo, Ju-mei, JD.com, Xunlei, Tuniu, 58.com, YY and Vipshop. On M&A front, Haiping has advised U.S. public companies in many high profile mergers, acquisitions, business combinations, investments and dispositions. Her recent M&A deals include representing Ctrip.com in its partnership and investment with global travel service providers, such as Priceline Group, Expe-dia Inc., Royal Caribbean Cruises Ltd.; advising 58.com in its investment in Ganji.com and Anjuke; and representing Youku in its merger with Tudou. In addition, Haiping’s pro bono work brought her a Distinguished Award from the Law Society of Hong Kong in 2014.
Practice: Cross-Border Investment Law, Corpo-rate Law, Finance Law, Real Estate Law
Position: Senior Partner
Li Zheng began practicing law in 2004 and has successfully represented and assisted Beijing Capital Land Co.,Ltd., Beijing Real Estate Trad-ing Center Ltd., Ministry of Commerce of the People’s Republic of China, other financial in-stitutions and large enterprises in areas such as Cross-Border Investment, Corporate, Finance, Real estate, IP, antitrust, international trade and WTO dispute resolution. He also played an active role in the negotiation and legal services of the China Center project which is located in One World Trade Center or “Freedom Tower” in New York City. Apart from the non-litigation
service, he also advised several litigation services, the loan-contract dispute of HuaRong International Trust Co.,Ltd., and the cross-border trademark dispute of Beijing Vantone Hold-ing Co., Ltd. With Li’s impressive range, it is no wonder that clients see him as a “one-stop” professional, someone who provides high-quality and comprehensive legal services.
In June 2015, China National Nuclear Power Co., Ltd. successfully went public on the Shanghai Stock Exchange, making it the IPO that raises the most funds on the A-share market in five years. In March 2015, Beijing Baofeng Technology Co., Ltd. successfully listed on the ChiNext board of the Shenzhen Stock Exchange and gained by its daily 10% limit for nearly 40 consecutive days, becoming the bellwether of the return of red chip stocks to the A-share market via IPO in the Chinese capital market. Additionally, Wanda Cinema Line IPO, Guosen Securities IPO, CSR-CNR merger ... Behind all these success stories lies one name: Jingtian & Gongcheng.
As a full-service law firm focusing on securities and capital market practices in China, Jingtian & Gongcheng has been a leader in the fields of securities and capital markets. Jingtian & Gongcheng is recommended by LegaL500 as a “Top-tier Firm in Capital Markets (Beijing)” for its excellent performance. “This firm’s deep bench and stellar performance in both equity and debt capital markets keeps it at the top of the table.” said Chambers about the firm.
The securities and capital markets team, which is in charge of domestic and overseas private equity investments, listing, merger and acquisition, bond issuance and other practices, is the most important team at Jingtian & Gongcheng. It now has more than 40 partners and over 100 attorneys and paralegals. During the two decades from its establishment, capital markets practices have been the most recognized and watched business of Jingtian & Gongcheng in the legal profession, with a continuous pipeline of large and innovative projects.
In 2013, 2014 and 2015 YTD, Jingtian & Gongcheng has taken more than 30% market share of HK IPO each year, in terms of deal number as either issuer’s legal counsel or underwriter’s legal counsel. In addition to the listing of China National Nuclear Power and Beijing Baofeng Technology, it has continued to provide legal services for market leaders like Sequoia Capital, Everbright Group and Suning.
Hu Zhengzheng, a partner at the securities and capital markets team of the firm, believes the reasons for Jingtian & Gongcheng’s excellent performance are that the firm provides customized services that can meet the diversified needs of various clients and projects, its culture and atmosphere provide ample room for the development of young and capable lawyers and that senior partners have laid a solid foundation for the firm’s current market position.
Hu Zhengzheng holds LL.M from the University of Leicester Law School in 2004 and LL.B from Nanjing University Law School. Mr. Hu has been in charge of a number of IPO deals of Chinese enterprises on HKEx, NYSE, NASDAQ, Shanghai and Shenzhen stock exchanges as well as stock exchanges in other regions, and has helped a number of domestic and overseas private equity funds complete M&A and private equity deals involving equity assets inside China.
JINGTIAN & GONGCHENG: A LEGAL GUARDIAN IN CAPITAL MARKETS
Hu Zhengzheng, Partner
胡铮铮,合伙人
ASIAN LEGAL BUSINESSJULY 2015RISING STARS24
Steve LinFirm: Kirkland & Ellis
Practice: Corporate Law
Position: Partner
Steve Lin is only 33, but he is one of the most senior attor-neys at the Beijing office of Kirkland & Ellis. Since he started practicing law in 2009, he has gained extensive experience in the TMT, renewable energy, healthcare and education sectors. He recently represented Qihoo 360 Technology on its issuance of $1 billion in convertible senior notes due 2020 and 2021. This was the largest-ever convertible bond issued by a U.S.-listed Chinese technology firm at the time. Lin also advised iDreamSky Technology Ltd – one of China’s biggest indepen-dent mobile-game publishing platforms – on its $133 million public offering of American depositary shares on NASDAQ. Aside from his work, Lin is involved with China Magic Circle, an organization that provides real-world education and practical training to legal professionals and students.
With his outstanding professional knowledge and sense of service, it’s no surprise that Bernie Liu is so “adept at instruct-ing rookies,” says another partner at the firm. Trainee lawyers benefit immensely from Liu’s depth of experience, as he has advised a large number of foreign companies in their M&A deals, such as Hong Kong-based LimeTree Capital’s purchase of garages and car parks across China. He also helped sev-eral well-known real estate companies with concerns such as acquisition, land transfer, development and reconstruction, project assignment and capital raising. One of the deals he worked on was the sale of China Resource Land’s office build-ing project to Harvest Capital Partners for approximately $483 million. Additionally, Liu handles PE investments in a variety of sectors, including automobile, mineral resources, and en-tertainment. He represented Vision Knight Capital when it in-jected an undisclosed amount of funding into Allyes Group, a China-based provider of digital marketing solutions. This was Vision Knight’s largest single investment since it was estab-lished in 2011.
RISING STARS 25WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Su Liyun Firm: Guang Da Law Firm
Practice: Criminal Law, Legal-Risk Prevention
Position: Professional Lawyer
A deep-rooted desire to use the law to protect the rights of people is what drove Su Liyun to pursue and practice law. Fo-cusing her attention on gambling, corruption, bribery, fraudu-lent declaration and other related misconduct has made her an expert in dealing with complicated criminal cases. One such case involved a senior bank officer who committed financial fraud, embezzling and misappropriating funds worth around $16 million. She has dealt with more than 1,000 criminal is-sues over a span of four years, which has reaped provincial and civic honors from different organizations. Her dedication and professionalism has won her recognition from the Sino-Global Legal Alliance (SGLA): she was named “Best Criminal Defender.” Clients see her as a representative of justice, while for her colleagues she is a “responsible, knowledgeable and irreplaceable lawyer.”
Firm Overview: We are one of the leading full-service Chinese law firms in the People’s Republic of China (“PRC”). As the only national law firm headquartered in Shanghai, we provide a comprehensive range of legal solutions and services to both domestic and in-ternational clients from our offices in Shanghai, and our additional offices in Beijing, Chengdu, Chongqing, Hangzhou, Hong Kong, Nanjing, Qingdao, Shenzhen, Suzhou, Taiyuan and Xiamen.While size is only one of many indicators of the success and resourcefulness of a law firm, since the creation of our firm via a merger of three firms with a common vision we have been leading in this respect among our peers in China, and we are now one of the largest in Asia. Through cooperation, teamwork, and a dedication to excellence, we are committed to providing practical solutions for our clients with respect to both litigation and transactional matters.We have currently more than 930 registered lawyers (including 262 partners and senior international consultants), many of whom hold advanced doctoral degrees. Many of our lawyers are admitted in inter-national jurisdictions such as various states in the United States, in England and Wales, Australia, in France and in Japan, and are fluent in English, Japanese, French, German, Korean and other major languages. Partners and counsels in our partner Hong Kong law firm are similarly highly qualified.
AwardsWe are consistently recognized by various institu-tions and in major rankings as one of the top PRC law firms:• Chambers and Partners has designated us as a
leading Chinese law firm for three consecutive years, and has also rated both the firm as a whole and several partners of the firm as “Band 1” / “leaders in the field” in many core practice areas including corporate and mergers and acquisitions (“M&A”), private equity and venture capital, capital markets, international trade, banking and finance, dispute resolutions, intellectual property and tax.
• Legal 500: The Guide to Asia’s Commercial Law Firms ranked us as one of the top firms in Shanghai for Foreign Direct Investment, Corporate and Commercial Law, and highlighting us as the “corporate and commercial firm other firms aspire to be.”
• IFLR 1000/AsiaLaw Profile has for many years rated AllBright as “1st Tier” in core practice areas such as corporate and M&A, private equity, capital markets, and banking and finance.
• Asia Legal Business (ALB) has granted us many awards in its annual China Law Award events,
where we are frequent finalists in all major award categories.
• Government and Association Awards. AllBright has won awards from the All China Lawyers Association on several occasions, such as “National Leading Law Firm” awards, “Leading Law Firm in Shanghai” awards, and the “Leading Partnership Award” from the Shanghai Bureau of Justice.
事务所简介 : 锦天城律师事务所(“锦天城”)是一
家提供全方位法律服务的、全国领先的中国律师事
务所,是唯一一家总部设在上海的全国性律师事务
所。锦天城在中国大陆十大城市(北京、深圳、杭州、
苏州、南京、成都、重庆、太原、青岛、厦门)及香港
开设分所,并在香港与史蒂文生黄律师事务所联营,
史蒂文生黄律师事务所在广州也设有办公室。锦天
城致力于在瞬息万变的商业环境中为境内外客户
制定法律解决方案并提供法律服务。
锦天城坚持优质、高效的服务理念和团队合作的方
式,对客户的每一个项目和案件提供细致的法律分
析和切实可行的法律建议,积极进取地解决法律问
题。
锦天城有执业律师 930 余位,其中合伙人(含高级
国际法律顾问)262 位。除以中文(普通话、上海话、
粤语、闽南语)为日常工作语言之外,我们的许多律
师还精通英文、日文、德文、法文等主要语种,并拥
有美国多州、英国、法国及日本等地的执业资格。
我们的荣誉
锦天城多次被中国司法部、地方司法局、律师协会
以及国际知名法律媒体和权威评级机构列为中国
最顶尖的法律服务提供者之一,位居全国十大品牌
律师事务所前列。
• 锦天城多次获得中华全国律师协会颁发的“全国
优秀律师事务所”荣誉称号、上海市律师协会颁
发的“上海市优秀律师事务所”、上海市司法局授
予的“上海市司法行政系统先进集体”等荣誉。
• 钱伯斯法律评级机构(Chambers and Partners)近期连续三年授予锦天城 “领先的中国律师事
务所”证书,并在多个领域(公司商事、收购兼
并、私募基金 /风险投资、资本市场、银行与金融、
国际贸易、争议解决、知识产权及税务等各主要
领域)均给予本所各领域相关律师个人优良的评
级。
• 《法律 500 强》(Legal 500) 在《中国商业律师
事务所指南》中评价锦天城是一家在外商直接
投资、公司和商业法律领域顶尖的上海律师事务
所,是“其他律师事务所希望成为的公司和商业
律师事务所”。
• 《国际金融法 1000 强杂志 / 亚洲领先律师年
鉴》(IFLR 1000 / AsiaLaw Profile) 多年来多次
在多个主要领域(收购兼并、私募基金 / 风险投
资、资本市场、以及银行金融等)给予锦天城“第
一流”(1st Tier) 等优良评级。
• 《亚洲法律事务》(ALB) 在其每年举办的“中国
法律年度大奖”中多次授予锦天城重大奖项和
提名。
Established in 1999 始创于1999 年
• Managing Partner: Wu Mingde• Number of partners: 262• Number of associates: 937
• 管理合伙人 : 吴明德• 现有合伙人 : 262• 现有律师 : 937
锦天城律师事务所
AllBright Law Offices
Contact Us 联系我们
Shanghai 上海14th Floor, Citigroup Tower
33 Hua Yuan Shi Qiao Road, Pudong New AreaShanghai 200120, China
上海市浦东新区花园石桥路33号花旗集团大厦14层 邮编 200120
Tel 电话: +86 21 6105 9000Fax 传真: +86 21 6105 9100
28th Floor, Hong Kong PlazaNo. 283 Mid. Huai Hai Road
Firm Overview: We are one of the leading full-service Chinese law firms in the People’s Republic of China (“PRC”). As the only national law firm headquartered in Shanghai, we provide a comprehensive range of legal solutions and services to both domestic and in-ternational clients from our offices in Shanghai, and our additional offices in Beijing, Chengdu, Chongqing, Hangzhou, Hong Kong, Nanjing, Qingdao, Shenzhen, Suzhou, Taiyuan and Xiamen.While size is only one of many indicators of the success and resourcefulness of a law firm, since the creation of our firm via a merger of three firms with a common vision we have been leading in this respect among our peers in China, and we are now one of the largest in Asia. Through cooperation, teamwork, and a dedication to excellence, we are committed to providing practical solutions for our clients with respect to both litigation and transactional matters.We have currently more than 930 registered lawyers (including 262 partners and senior international consultants), many of whom hold advanced doctoral degrees. Many of our lawyers are admitted in inter-national jurisdictions such as various states in the United States, in England and Wales, Australia, in France and in Japan, and are fluent in English, Japanese, French, German, Korean and other major languages. Partners and counsels in our partner Hong Kong law firm are similarly highly qualified.
AwardsWe are consistently recognized by various institu-tions and in major rankings as one of the top PRC law firms:• Chambers and Partners has designated us as a
leading Chinese law firm for three consecutive years, and has also rated both the firm as a whole and several partners of the firm as “Band 1” / “leaders in the field” in many core practice areas including corporate and mergers and acquisitions (“M&A”), private equity and venture capital, capital markets, international trade, banking and finance, dispute resolutions, intellectual property and tax.
• Legal 500: The Guide to Asia’s Commercial Law Firms ranked us as one of the top firms in Shanghai for Foreign Direct Investment, Corporate and Commercial Law, and highlighting us as the “corporate and commercial firm other firms aspire to be.”
• IFLR 1000/AsiaLaw Profile has for many years rated AllBright as “1st Tier” in core practice areas such as corporate and M&A, private equity, capital markets, and banking and finance.
• Asia Legal Business (ALB) has granted us many awards in its annual China Law Award events,
where we are frequent finalists in all major award categories.
• Government and Association Awards. AllBright has won awards from the All China Lawyers Association on several occasions, such as “National Leading Law Firm” awards, “Leading Law Firm in Shanghai” awards, and the “Leading Partnership Award” from the Shanghai Bureau of Justice.
事务所简介 : 锦天城律师事务所(“锦天城”)是一
家提供全方位法律服务的、全国领先的中国律师事
务所,是唯一一家总部设在上海的全国性律师事务
所。锦天城在中国大陆十大城市(北京、深圳、杭州、
苏州、南京、成都、重庆、太原、青岛、厦门)及香港
开设分所,并在香港与史蒂文生黄律师事务所联营,
史蒂文生黄律师事务所在广州也设有办公室。锦天
城致力于在瞬息万变的商业环境中为境内外客户
制定法律解决方案并提供法律服务。
锦天城坚持优质、高效的服务理念和团队合作的方
式,对客户的每一个项目和案件提供细致的法律分
析和切实可行的法律建议,积极进取地解决法律问
题。
锦天城有执业律师 930 余位,其中合伙人(含高级
国际法律顾问)262 位。除以中文(普通话、上海话、
粤语、闽南语)为日常工作语言之外,我们的许多律
师还精通英文、日文、德文、法文等主要语种,并拥
有美国多州、英国、法国及日本等地的执业资格。
我们的荣誉
锦天城多次被中国司法部、地方司法局、律师协会
以及国际知名法律媒体和权威评级机构列为中国
最顶尖的法律服务提供者之一,位居全国十大品牌
律师事务所前列。
• 锦天城多次获得中华全国律师协会颁发的“全国
优秀律师事务所”荣誉称号、上海市律师协会颁
发的“上海市优秀律师事务所”、上海市司法局授
予的“上海市司法行政系统先进集体”等荣誉。
• 钱伯斯法律评级机构(Chambers and Partners)近期连续三年授予锦天城 “领先的中国律师事
务所”证书,并在多个领域(公司商事、收购兼
并、私募基金 /风险投资、资本市场、银行与金融、
国际贸易、争议解决、知识产权及税务等各主要
领域)均给予本所各领域相关律师个人优良的评
级。
• 《法律 500 强》(Legal 500) 在《中国商业律师
事务所指南》中评价锦天城是一家在外商直接
投资、公司和商业法律领域顶尖的上海律师事务
所,是“其他律师事务所希望成为的公司和商业
律师事务所”。
• 《国际金融法 1000 强杂志 / 亚洲领先律师年
鉴》(IFLR 1000 / AsiaLaw Profile) 多年来多次
在多个主要领域(收购兼并、私募基金 / 风险投
资、资本市场、以及银行金融等)给予锦天城“第
一流”(1st Tier) 等优良评级。
• 《亚洲法律事务》(ALB) 在其每年举办的“中国
法律年度大奖”中多次授予锦天城重大奖项和
提名。
Established in 1999 始创于1999 年
• Managing Partner: Wu Mingde• Number of partners: 262• Number of associates: 937
• 管理合伙人 : 吴明德• 现有合伙人 : 262• 现有律师 : 937
锦天城律师事务所
AllBright Law Offices
Contact Us 联系我们
Shanghai 上海14th Floor, Citigroup Tower
33 Hua Yuan Shi Qiao Road, Pudong New AreaShanghai 200120, China
上海市浦东新区花园石桥路33号花旗集团大厦14层 邮编 200120
Tel 电话: +86 21 6105 9000Fax 传真: +86 21 6105 9100
28th Floor, Hong Kong PlazaNo. 283 Mid. Huai Hai Road
Firm Overview: We are one of the leading full-service Chinese law firms in the People’s Republic of China (“PRC”). As the only national law firm headquartered in Shanghai, we provide a comprehensive range of legal solutions and services to both domestic and in-ternational clients from our offices in Shanghai, and our additional offices in Beijing, Chengdu, Chongqing, Hangzhou, Hong Kong, Nanjing, Qingdao, Shenzhen, Suzhou, Taiyuan and Xiamen.While size is only one of many indicators of the success and resourcefulness of a law firm, since the creation of our firm via a merger of three firms with a common vision we have been leading in this respect among our peers in China, and we are now one of the largest in Asia. Through cooperation, teamwork, and a dedication to excellence, we are committed to providing practical solutions for our clients with respect to both litigation and transactional matters.We have currently more than 930 registered lawyers (including 262 partners and senior international consultants), many of whom hold advanced doctoral degrees. Many of our lawyers are admitted in inter-national jurisdictions such as various states in the United States, in England and Wales, Australia, in France and in Japan, and are fluent in English, Japanese, French, German, Korean and other major languages. Partners and counsels in our partner Hong Kong law firm are similarly highly qualified.
AwardsWe are consistently recognized by various institu-tions and in major rankings as one of the top PRC law firms:• Chambers and Partners has designated us as a
leading Chinese law firm for three consecutive years, and has also rated both the firm as a whole and several partners of the firm as “Band 1” / “leaders in the field” in many core practice areas including corporate and mergers and acquisitions (“M&A”), private equity and venture capital, capital markets, international trade, banking and finance, dispute resolutions, intellectual property and tax.
• Legal 500: The Guide to Asia’s Commercial Law Firms ranked us as one of the top firms in Shanghai for Foreign Direct Investment, Corporate and Commercial Law, and highlighting us as the “corporate and commercial firm other firms aspire to be.”
• IFLR 1000/AsiaLaw Profile has for many years rated AllBright as “1st Tier” in core practice areas such as corporate and M&A, private equity, capital markets, and banking and finance.
• Asia Legal Business (ALB) has granted us many awards in its annual China Law Award events,
where we are frequent finalists in all major award categories.
• Government and Association Awards. AllBright has won awards from the All China Lawyers Association on several occasions, such as “National Leading Law Firm” awards, “Leading Law Firm in Shanghai” awards, and the “Leading Partnership Award” from the Shanghai Bureau of Justice.
事务所简介 : 锦天城律师事务所(“锦天城”)是一
家提供全方位法律服务的、全国领先的中国律师事
务所,是唯一一家总部设在上海的全国性律师事务
所。锦天城在中国大陆十大城市(北京、深圳、杭州、
苏州、南京、成都、重庆、太原、青岛、厦门)及香港
开设分所,并在香港与史蒂文生黄律师事务所联营,
史蒂文生黄律师事务所在广州也设有办公室。锦天
城致力于在瞬息万变的商业环境中为境内外客户
制定法律解决方案并提供法律服务。
锦天城坚持优质、高效的服务理念和团队合作的方
式,对客户的每一个项目和案件提供细致的法律分
析和切实可行的法律建议,积极进取地解决法律问
题。
锦天城有执业律师 930 余位,其中合伙人(含高级
国际法律顾问)262 位。除以中文(普通话、上海话、
粤语、闽南语)为日常工作语言之外,我们的许多律
师还精通英文、日文、德文、法文等主要语种,并拥
有美国多州、英国、法国及日本等地的执业资格。
我们的荣誉
锦天城多次被中国司法部、地方司法局、律师协会
以及国际知名法律媒体和权威评级机构列为中国
最顶尖的法律服务提供者之一,位居全国十大品牌
律师事务所前列。
• 锦天城多次获得中华全国律师协会颁发的“全国
优秀律师事务所”荣誉称号、上海市律师协会颁
发的“上海市优秀律师事务所”、上海市司法局授
予的“上海市司法行政系统先进集体”等荣誉。
• 钱伯斯法律评级机构(Chambers and Partners)近期连续三年授予锦天城 “领先的中国律师事
务所”证书,并在多个领域(公司商事、收购兼
并、私募基金 /风险投资、资本市场、银行与金融、
国际贸易、争议解决、知识产权及税务等各主要
领域)均给予本所各领域相关律师个人优良的评
级。
• 《法律 500 强》(Legal 500) 在《中国商业律师
事务所指南》中评价锦天城是一家在外商直接
投资、公司和商业法律领域顶尖的上海律师事务
所,是“其他律师事务所希望成为的公司和商业
律师事务所”。
• 《国际金融法 1000 强杂志 / 亚洲领先律师年
鉴》(IFLR 1000 / AsiaLaw Profile) 多年来多次
在多个主要领域(收购兼并、私募基金 / 风险投
资、资本市场、以及银行金融等)给予锦天城“第
一流”(1st Tier) 等优良评级。
• 《亚洲法律事务》(ALB) 在其每年举办的“中国
法律年度大奖”中多次授予锦天城重大奖项和
提名。
Contact Us 联系我们Shanghai 上海
14th Floor, Citigroup Tower33 Hua Yuan Shi Qiao Road, Pudong New Area
28th Floor, Hong Kong Plaza No. 283 Mid. Huai Hai Road Shanghai 200021, China
上海市卢湾区淮海中路283号香港广场28层邮编 200021
Tel 电话: +86 21 2326 1888Fax 传真: +86 21 2326 1999
Beijing 北京Tel 电话: +86 10 8523 0688
Chengdu 成都Tel 电话: +86 28 8593 9898
Chongqing 重庆Tel 电话: +86 23 6305 1266
Hangzhou 杭州Tel 电话: +86 571 5689 0188
Nanjing 南京Tel 电话: +86 25 6851 5000
Shenzhen 深圳Tel 电话: +86 755 8281 6698
Suzhou 苏州Tel 电话: +86 512 6936 5188
Taiyuan 太原Tel 电话: +86 351 5260570
Hong Kong 香港Tel 电话: +852 2526 6311
Qingdao 青岛Tel 电话: +86 532 5576 9077
Xiamen 厦门Tel 电话: +86 592 2613399
www.allbrightlaw.com
Established in 1999
• Managing Partner: Wu Mingde
Firm Overview: We are one of the leading full-service Chinese law firms in the People’s Republic of China (“PRC”). As the only national law firm headquartered in Shanghai, we provide a comprehensive range of legal solutions and services to both domestic and in- ternational clients from our offices in Shanghai, and our additional offices in Beijing, Chengdu, Chongqing, Hangzhou, Hong Kong, Nanjing, Qingdao, Shenzhen, Suzhou, Taiyuan and Xiamen.While size is only one of many indicators of the success and resourcefulness of a law firm, since the creation of our firm via a merger of three firms with a common vision we have been leading in this respect among our peers in China, and we are now one of the largest in Asia. Through cooperation, teamwork, and a dedication to excellence, we are committed to providing practical solutions for our clients with respect to both litigation and transactional matters. We have currently more than 930 registered lawyers (including 262 partners and senior international consultants), many of whom hold advanced doctoral degrees. Many of our lawyers are admitted in inter- national jurisdictions such as various states in the United States, in England and Wales, Australia, in France and in Japan, and are fluent in English, Japanese, French, German, Korean and other major languages. Partners and counsels in our partner Hong Kong law firm are similarly highly qualified.
AwardsWe are consistently recognized by various institu- tions and in major rankings as one of the top PRC law firms:•ChambersandPartnershasdesignatedusasaleadingChinese
law firm for three consecutive years, and has also rated both the firm as a whole and several partners of the firm as “Band 1”/ “leaders in the field” in many core practice areas including corporate and mergers and acquisitions (“M& A”), private equity and venture capital, capital markets, international trade, banking and finance, dispute resolutions, intellectual property and tax.
• Legal500:TheGuidetoAsia’sCommercialLawFirmsrankedusas one of the top firms in Shanghai for Foreign Direct Investment, Corporate and Commercial Law, and highlighting us as the “corporate and commercial firm other firms aspire to be.”
•IFLR1000/AsiaLawProfilehasformanyyearsratedAllBrightas “1st Tier” in core practice areas such as corporate and M&A, private equity, capital markets, and banking and finance.
•AsiaLegalBusiness(ALB)hasgrantedusmanyawardsinitsannual China Law Award events, where we are frequent finalists in all major award categories.
•Governmentand Association Awards.AllBrighthas wonawards from the All China Law yers Association on several occasions, such as “National Leading Law Firm” awards, “Leading Law Firm in Shanghai” awards, and the “Leading Partnership Award” from the Shanghai Bureau of Justice.
ASIAN LEGAL BUSINESSJULY 2015RISING STARS26
Xu Xiaodan Firm: King & Wood Mallesons
Practice: Labor and Employment Law
Position: Partner
Women leaders still face considerable challenges in the work-place, but this hasn’t stopped Xu Xiaodan from doing her job with utmost confidence. As part of KWM’s dispute resolution & litigation team, she has represented many domestic and overseas well-known companies in handling disputes arising out of termination or ending of employment, salary payment, bonus, non-compete, infringement of company trade secret, employment discrimination, labor dispatch and work-related injury. Her notable cases include a litigation case arising from 57 employees’ stock ownership whose claims were amounted up to about $54.8 million, a case relating to the recognition and enforcement of an ICC arbitral award in China worth $20 million. A member of KWM’s Public Interest Committee, she also has extensive practical experience in general labor con-sulting area. Her dedication and deep understanding of her practice area has won her not just appreciation from clients, but also recognition from the Beijing Bar Association as a leading labor and employment lawyer.
Educated in China and the UK, Jason Xu is a Hong Kong-trained corporate solicitor belonging to a new generation of legal professionals who are confident and familiar with the ways of both East and West. Xu has maintained a well-bal-anced practice over the years, focusing on IPOs, public and pri-vate M&As, regulatory compliance and other corporate work. He was involved in $5.47 billion A- and H-share rights issue of China Merchants Bank, China Everbright Bank’s $3 billion H-share IPO, China Cinda Asset Management’s $2.5 billion H-share IPO, and Sinopec’s $3.1 billion share placement. These four deals were shortlisted as finalists for the ALB China’s Equity Market Deal of the Year in 2014. That same year, Xu was the lead associate advising on CITIC Pacific’s $36.5 billion acquisition of CITIC Limited from CITIC Group – the largest conglomerate in China – and its subsequent share offering to institutional investors. In addition, he has worked with almost all major investment banks active in Asia, including Goldman Sachs, Morgan Stanley, UBS, Credit Suisse, Bank of America Merrill Lynch, JPMorgan Chase & Co, and HSBC.
RISING STARS 27WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Steven YuFirm: Global Law Office
Practice: Private Equity, Venture Capital, M&A
Position: Partner
For over a decade, Steven Yu has collaborated with both in-ternational and domestic PE firms/VC funds in hundreds of China-based portfolio investments, especially in the TMT-related sector. He has also represented industrial giants in their investments in national and international companies, especially via VIE structure. For instance, he counseled on Ping’ An Trust’s $800 million strategic investment in Jahwa Group which holds the stake of a Shanghai-listed A Share company in 2011 and represented Greenwoods to participate in the $22 million Series B and $90 million Series C preferred share investments in Dada via VIE structure in 2015. With his keen acumen and efficient professionalism, it’s not surprising that he has earned the trust of big companies such as IDG, SIG, Northern Light Venture Capital, Greenwoods, Ping’ An Venture Capital and Matrix. He was recently one of the speak-ers at the 2015 ALB In-house Legal Summit (Guangzhou and Shanghai). Steven is forging ahead in the legal field driven by his belief “an unchangeable heart itself from the very begin-ning, is the true enlightenment that makes one accomplish his most real dream.”
We are the first Chinese law firm. Our history dates back to 1979, when we became the first law firm in the PRC. We are a leading Chinese law firm. We have long been recognized by both international and domestic league tables and legal institutions as an elite Chinese law firm, including The Legal 500, Chambers and Partners, Asian Legal Business, etc.
We are one of the largest Chinese law firms. We have more than 240 lawyers practicing in Beijing, Shanghai and Shenzhen offices, most of whom have gained qualifications and hands-on experience in law schools and firms throughout Asia, North America, Europe and Australia.
We provide premium and one-stop services. We are proud of our ability to deliver exceptionally high-quality, ‘one-stop’ services across a diverse set of practice areas for a comprehensive range of industries and sectors. We are creative. Our record of legal innovation is unique in the PRC. Our expertise has helped set the agenda for change through precedents involving many of the country’s ‘firsts’. We provide solutions. We bring our clients the legal and cultural understanding and insight needed for long-term success in the PRC, and legal viable, commercially amicable and acceptable solutions to clients’ each matter.
ASIAN LEGAL BUSINESSJULY 2015RISING STARS28
Zhang Ne张讷
Zhang NeFirm: Co-effort Law Firm
Practice: Capital Market, Innovation Funds, Invest-ment, M&A
Position: Senior partner
In recent years, Zhang has focused on the listings on the New Three Board, helping companies such as Txuan Technology and Xuzhou Microstarfsof, and assisting listed companies with their private placement and M&A services. In particular, he helped Golumbus Commercial with its reorgani-zation, stock ownership incentive, brought inves-tors, laid solid groundwork for its listing on the New Three Board. Apart from his outstanding M&A work in Chinese market, Zhang has also led his team in M&A deals for international companies such as LG and Rockfield and Decathlon as well as
created several “first-ever cases” for his clients. Familiar with the operation mode and investment of funds, he has won the recognition of several renowned investment organizations. As if these achievements weren’t enough, he has published at least six articles in core industry journals, edited the Commer-cial and Legislation Observation newsletter at the firm, and was chosen as one of “Top Ten Young Lawyers” in Shanghai’s Pudong District in 2013.
Practice: Private Equity fund, VC/PE Investment and Fi-nancing, M&A
Position: Partner
In the last 10 years, Zhang Ping has been active in pri-vate equity fund, VC/PE investment, VC/PE financing, and M&A, assisting in the establishment of more than 100 private equity funds, such as Qiming Ventures, Shengjing 360, BlueFocus, Bona, China Everbright Lim-ited and GE Ventures. He also provided legal service to various well-known PE funds, listed companies in their local and overseas equity investment, bond investment and mezzanine investment, among others. Additionally, he helped his clients with their domestic and foreign equity financing, debt financing, M&A deals, including
successful investments in approximately two hundred VC/PE projects by Sequoia Capital, IDG and Qiming Ventures as well as ICBC Financial Leasing’s distribution of foreign bonds worth over $1 billion in 2014. Clients praise his “professional-ism, business sense, and thoughtfulness”.
Practice: Banking and Finance, Foreign Investment, Public-Private Partnership
Position: Senior partner
The 34-year-old Leo Zhou Liang is one of the youngest se-nior partners at the firm, and strongly believes that hewing closely to “the Rule of Law” is the only way for the future of Chinese development. He has the distinction of being one of the first lawyers in China to comprehensively develop expertise in design and compliance work of financial prod-ucts relevant to RMB internationalization since it has been launched on a large scale in 2009. As such, he has assisted China Construction Bank (Asia) and the Hong Kong branch of China Construction Bank with the design and compliance work of more than 10 cross-border and offshore RMB prod-ucts and other financial products. He has also helped with reforms at commercial banks in Guangdong Province, in-cluding public-infrastructure financing projects and foreign investment. His excellent track record has attracted clients from Fortune 500 companies and major international en-terprises such as Cardinal Health, Tesco and HSBC NF Fund, among others. His clients praise his expertise in the field of cross-border financial transactions, and also his “humility, diligence, and wisdom in commercial transactions.”
**The Chinese translation of this story was prepared by CLS Communication** ** 此文中文翻译由CLS Communication提供 **
REAL ESTATE30 ASIAN LEGAL BUSINESSJULY 2015
DALIAN WANDA GROUP, CHINA’S BIGGEST REAL ESTATE DEVELOPER, IS NO LONGER INTERESTED IN JUST BEING A DEVELOPER. ITS HIGH-PROFILE STEPS IN THE PAST SIX MONTHS ARE A CONVINCING INDICATOR THAT THAT THE CONGLOMERATE IS MOVING ELSEWHERE. HOW RISKY IS ITS QUASI-REITS PRODUCT? HOW WILL THIS GLOBAL JUGGERNAUT HANDLE ITS TRANSFORMATION INTO AN ASSET-LIGHT BUSINESS? HOW WILL IT NAVIGATE THE CHOPPY WATERS OF INTERNET FINANCE? SHANGJING LI REPORTS
REAL ESTATE 31WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Though a bit later than promised, Dalian Wanda Group’s first online investment proj-ect finally made its debut.
In June, the company jointly launched a product called “Stable Earner No. 1” with online payment service provider 99Bill. Those who want to invest in the product can do so online or through a mobile app on their phones. Only a minimum investment of 1,000 yuan or $161 is required, which means that for the first time, investing in commercial real estate will be open to ordinary investors.
Those who signed up for the crowd-funding project can expect annualised returns of 12 per-cent, generated through rental fees and property appreciation.
The revolutionary move comes six months after Wanda acquired 68.7 percent of the third-party payment service provider 99Bill Corp, China’s fourth largest third-party payment company.
Many property developers in China have ramped up diversification into e-commerce and shifted away from their core business since last year in face of thinning margins and slowing sales.
Wang Jianlin, Wanda’s billionaire chairman, said in a recent staff meeting that by 2016, revenue from the company’s service sector will surpass revenue from the real estate segment. “Technically speak-ing, Wanda is no longer a real estate company from next year onward,” he said.
As such, it comes as no surprise that the com-pany is making the shift to finance – Internet finance, to be exact.
“IF THE REITS SYSTEM GETS OFFICIALLY INTRODUCED IN CHINA’S MARKET, I THINK IT WOULD BE GOOD NEWS FOR BOTH INVESTORS AND DEVELOPERS. THE HIGH STANDARD OF REITS WILL STANDARDISE OUR MARKET. WE REALLY SHOULD CALL FOR QUICK INTRODUCTION OF REITS.” Chen Yongxing, Zhong Lun W&D
The logo of Wanda Plaza is seen in Shanghai. REUTERS/Aly Song
WANDA’S FASHION
REAL ESTATE32 ASIAN LEGAL BUSINESSJULY 2015
REITS OR NOT?Launching Stable Earner No.1 was widely regarded as an important step in this direction. The online investment product has raised five billion yuan or $807 million since it was introduced.
The 12 percent annualised return comprises 6 percent right to yield each year and earnings from property appreciation according to public documents acquired by ALB.
First, Stable Earner No.1 is likely to pursue listing as a real estate in-vestment trust, which in turn would allow investors to enjoy 70 percent of the project appreciation. Meanwhile, the product can be transferred to another party. If this crowdfunding product fails to pursue an IPO within seven years, Wanda will repurchase it when it is due, which is aimed for another 6 percent of the returns.
Stable Earner No.1 was branded as a real estate investment trust (REITs) product or, to be precise, a pre-REIT or a quasi-REIT product.
“Wanda’s wealth management product is like a REIT,” Wang said in a speech in April. “If investors are in urgent need of cash and need to exit the investment, we have spoken to authorities in two financial reform trial zones to set up a title transaction platform.”
For many industry insiders, however, using the “REITs” label is only a marketing maneuver to attract buyers. The product itself inherently lies on the red line.
Alexander Li, a partner Allbright Law Offices, said the Stable Earner No. 1 is not REITs. He insists it is a kind of debt-based crowd-funding product, similar to asset-backed securities or ABS abroad. Besides, in terms of liquidity, Wanda’s product lags way behind than traditional REITs, which is tradable in public market.
Stable Earner No. 1 product does not guarantee returns of principals and gains. The proceeds will be used to finance five Wanda Plaza commercial
People walk in front of a logo of Wanda Plaza in Shanghai. REUTERS/Aly Song
REAL ESTATE 33WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
property projects, which haven’t begun or even identified yet.
At present, China does not have specific laws regulating Wanda’s hybrid product. The most relevant law draft was released last December by the Securities Association of China. It addresses equity-based crowdfunding, indicating that fundraising should be a private placement for less than 200 real-name investors.
But Wanda’s quasi-REIT product is aimed at individuals with a mere 1,000 yuan threshold. “The product is highly likely to reach more than 200 investors. Such a move could face a sudden shut down if clear rules are rolling out,” Li said.
Lawyers have agreed that equity-based fundraising is filled with many risks. Taking this “observe first, regulate later” attitude is fundamentally risky for investors.
Wang Jianlin used to decry a lack of funding options in public. Specifically, he mentioned that China lacks REITs, which use pooled capital from investors to purchase and manage property.
Talks of introducing REITs in China started years ago, with major cities such as Shanghai and Tianjin drafting proposals in 2010 to the central bank and the State Council to seek approvals.
In June, the China Securities Regulatory Commission approved its first REIT public offering, which will consist of office properties owned by China Vanke and managed by Penghua Fund Management REITs. It is the only REITs project approved by China and will be set up in the newly established free trade zone in Qianhai, Shenzhen.
“If REITs system gets officially introduced in China’s market, it would be good news for both investors and developers. The high standard of the product will standardise our market as well. We really should call for quick introduction of REITs,” said Chen Yongxing, managing partner of Zhong Lun W&D.
“ITS MODEL IS NOT VERY APPLICABLE TO SMALL DEVELOPERS. FOR STARTERS, WANDA HAS A BRAND VALUE IN SELLING ITS FINANCIAL PRODUCT. PEOPLE KNOW WANDA, KNOW WANG JIANLIN. FINANCIAL PRODUCTS FROM SMALL DEVELOPERS WOULD NOT FACE SUCH A HUGE MARKET DEMAND AND WOULD BE HARD TO SELL.” Wang Tao, East & Concord
THE WANDA-FUL WAYWanda has been seeking to transform its bricks-and-mortar retail empire to an “asset-light” brand, looking for outside investment to finance its malls and selling them off after five or seven years.
“What is the definition of a real estate company? Besides property development, a true real estate company nowadays should be equipped with great financing power,” said Chen from Zhong Lun W&D. “Unlike real estate companies abroad, most Chinese companies face great restrictions in financing. From this perspective, Wanda’s financial innovation is very much acknowledged.”
Since last year, Wanda embarked on a series of high-profile moves. Its commercial property branch Dalian Wanda Commercial Properties raised $3.7 billion in its Hong Kong initial public offering, which made it the largest listing in Asia last year. It also strengthened its online payment platform by buying into 99bill Corp, coming up with “Stable Earner No. 1” six months later.
By the end of 2014, the conglomerate built more than 109 office-retail complexes called Wanda Plazas in 80 cities across China while 26 new projects are expected to open this year.
But Wanda’s chairman is eyeing a light-asset model, which means that the construction of Wanda Plazas is funded only by external investors, while Wanda takes care of site selection, project construction, merchant recruitment and property management. Using the brand appeal of Wanda Plaza and its “Huiyun” intelligent business information management system, the company is transitioning from a real estate giant to a business investment service operator.
The decision switch to the light-asset model was made after considering that the model could help diversify the property giant’s business opera-tions and help it earn corporate revenues from rentals rather than from property sales, which is subject to great market volatility. The strategy thus guarantees a steady long-term development for the company.
REAL ESTATE 35WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
“INTERNET FINANCE IS EVERYWHERE. AND THE BIGGEST INVESTMENT IN OUR LIFE USUALLY GOES TO REAL ESTATE. FOR DEVELOPERS, INTERNET FINANCE LOWERS THEIR COST, AND FOR INVESTORS, INTERNET FINANCE LOWERS THE THRESHOLD OF INVESTING IN REAL ESTATE, THUS SATISFYING PEOPLE’S NEED TO INVEST, NO MATTER HOW SMALL THE AMOUNT. THEREFORE, INTERNET FINANCE AND REAL ESTATE WILL DEFINITELY TEAM UP AND BE A TARGET TO PURSUE.”Alexander Li, AllBright Law Offices
“If developers want to expand aggressively, the first thing to do is to activate the asset and ensure ample cash flows. This explains why the light-asset model has become a much-wanted path for commercial developers and operators today,” said Li, a partner at Allbright Law Offices told ALB.
Moreover, early this month, Wanda has announced plans for six new acquisitions – an equal mix of foreign and domestic purchases – in the second half of 2015 to further move away from the real estate market and rebrand itself as a “service company.”
Aiming to get 65 percent of its net profit from service by 2018, Wanda said it will set up a financial holding company to “complete acquisitions of banks, security and insurance companies, and form the Wanda financial group with the existing Wanda Investment Company.”
The company is no doubt turning “Internet Plus” finance, a government-backed buzzword, encouraging the integration of offline business with e-commerce.
But is Wanda’s strategy doable or advisable for other real estate devel-opers? Few lawyers would agree.
“Its model is not very applicable to small developers. For starters, Wanda has a brand value in selling its financial product. People know Wanda, know Wang Jianlin. Financial products from small developers would not face such a huge market demand and would be hard to sell,” said Wang Tao, a partner at East & Concord.
But whether more developers will follow in Wanda’s footsteps is not the question anymore, as moving online and towards finance has become inevitable.
“Internet finance is everywhere. And the biggest investment in our life usually goes to real estate. For developers, Internet finance lowers their cost, and for investors, Internet finance lowers the threshold for investing, thus satisfying people’s need to invest, no matter how small the amount. Therefore, Internet finance and real estate will definitely team up and be a target to pursue,” says Allbright Law Offices partner, Alexander Li.
TAIWAN REPORT 37WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
Taipei 101 building (R), the landmark of Taiwan, is seen shortly before the city participated in Earth Hour. REUTERS/Stringer
ANTITRUST LAW ENFORCEMENT ACTIVITY IS ON THE RISE IN ASIA, AS LOCAL AUTHORITIES SEEK TO CLAMP DOWN ON ANTI-COMPETITIVE BEHAVIOUR. THIS IS ALSO TRUE IN TAIWAN, WHERE A RECENT AMENDMENT TO ITS FAIR TRADE ACT LAID OUT A NEW PATH FOR KEY AREAS OF COMPETITION LAW AND TRANSFORMED THE ISLAND’S BUSINESS LANDSCAPE. KANISHK VERGHESE REPORTS
**The Chinese translation of this story was prepared by CLS Communication** ** 此文中文翻译由CLS Communication提供 **
TAIWAN REPORT 37WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
TAIWAN REPORT38 ASIAN LEGAL BUSINESSJULY 2015
Taiwan’s amended Fair Trade Act (TFTA) came into effect in February, bringing with it some of the biggest changes to the Act since its inception in 1992. The amendments, which focus
primarily on merger control, cartel enforcement and unfair competi-tion, have changed the way business is conducted in Taiwan. But while the legal community has welcomed the reforms, it has also pointed out areas where further fine-tuning is needed.
Some of the TFTA’s most significant reforms have been in the area of merger control, lawyers say. Firstly, the assessment of whether a company needs to file a pre-merger notification with the Taiwan Fair Trade Commission (TFTC) has been broadened to include the company’s controlling entity, affiliates and any brother and sister companies under common control. Secondly, in Taiwan, where it is common for businesses to be controlled by a single person or non-corporate entities, individuals can now be defined as a party to a merger and subjected to pre-merger filing requirements.
Lawyers point out, however, that some grey areas remain. For example, the TFTC uses a market share ratio and a turnover ratio when conducting its merger control assessments. The amended TFTA features a new clause stating that when calculating the turnover threshold, the total turnover of the party, as well as its group com-panies, has to be included, says Dr. Matt Liu, a partner at Taiwanese law firm Tsar & Tsai.
The TFTC had proposed to remove the market share threshold from the assessment, but Taiwan’s legislature rejected the proposal, much to the surprise of the TFTC and the legal industry. As a result, calculating the market share threshold has become a difficult task, as the new clause applies only to the turnover threshold, explains Liu. “This gives rise to the question of when calculating the market share threshold, do we consider the market share of all the group compa-nies, or just the entity that is a party to the merger? We have received different opinions from the TFTC officials on this issue, so it is not very clear. The TFTC has to issue a ruling making this clear,” he says.
“THE CHANGE WAS MADE BECAUSE THE TFTC RECENTLY LOST SOME CARTEL ENFORCEMENT CASES IN COURT, WHICH RULED THAT THAT THE TFTC FAILED TO FULFIL ITS BURDEN OF PROOF. THE NEW AMENDMENT GIVES THE TFTC A MORE POWERFUL WEAPON FOR CARTEL ENFORCEMENT, AND PUTS THEM IN A BETTER POSITION TO WIN THOSE CASES.” Stephen Wu, Lee and Li
SHIFTING THE BURDEN OF PROOFThe updated TFTA also contains enhanced measures to help the TFTC combat cartels. These include larger administration fines for antitrust violations, an extension of the statute of limitations for conducting investigations from three years to five years, a direct appeal process to the Administrative Court, and the introduction of a suspension and termination system.
Another significant amendment allows the TFTC to presume the existence of collusion between competitors based on its assessment of market conditions, product or service characteristics, and cost analyses. Prior to the amendment, the burden of proof lay with the TFTC to demonstrate the existence of a cartel agreement among competitors. The new TFTA shifts the burden of proof to the accused
A TALE OF TWO CASESPrior to the amendment of the TFTA, the onus was on the TFTC to demonstrate the existence of collusive pricing between competi-tors. But with the new TFTA, the burden of proof now lies with the accused parties. Lawyers say the amendment was proposed and passed because in recent years, some key court decisions have gone against the TFTC.
A widely reported example is the ‘Coffee Case’. In November 2011, the TFTC fined four major convenience store chains in Taiwan for jointly raising the price of their freshly brewed coffee by NT$5 ($0.16) during the same week. The identical amounts and timing of the increases suggested that there was a collusive agreement, or a “meeting of the minds”, among the chains, claimed the TFTC.
However, the Taiwan’s highest administrative court decided in April 2014 that the price hikes could be explained by ‘conscious par-allel pricing’ or ‘the act of price following’. “The TFTC was unable to prove that there was a cartel agreement in place. Since the burden proof was on the TFTC, it failed to prove its case, and therefore lost the case,” says Stephen Wu, a partner and head of the competition law practice group at Lee and Li.
Another case that drew media attention is the ‘Milk Case’. In October 2011, the TFTC slapped three major dairy producers in Taiwan with administrative fines for simultaneously raising the price of fresh milk by NT$6 per litre. The TFTC asserted that it was impossible for this to have taken place without collusion, and that the inelastic de-mand for fresh milk as well as the three producers’ combined market share provided an added incentive to collude.
Throughout the investigation, the accused parties did not provide sufficient evidence to prove that no price collusion had occurred. Interestingly, although the TFTC found no direct evidence of a meet-ing of the minds, it won the case. “Given the similarity between the Coffee Case and the Milk Case, the lawmakers and the media ques-tioned how the TFTC won one case and lost the other,” says Wu. “As a result, they decided to change the law to shift the burden of proof to the accused parties, and to equip the TFTC with a more power-ful weapon so in the future it can win both of these types of cases.”
IT WILL BE INTERESTING TO OBSERVE HOW STRINGENT THE COURT WILL BE ON REQUIRING THE TFTC TO PROVE THE REASONABLENESS OF THEIR INDIRECT EVIDENCE, AND WHETHER THE COURT WILL CHANGE THE STANDARD OF BURDEN OF PROOF IN THE FUTURE. THERE IS ROOM FOR A COMPANY TO ARGUE THAT THE INDIRECT EVIDENCE THE TFTC PUTS FORWARD IS INSUFFICIENT, SO I DON’T THINK THE TFTC WILL ALWAYS PREVAIL, EVEN UNDER THE NEW PROVISION.” Matt Liu, Tsar & Tsai
parties. “The change was made because the TFTC recently lost some cartel enforcement cases in court, which ruled that that the TFTC failed to fulfil its burden of proof. The new amendment gives the TFTC a more powerful weapon for cartel enforcement, and puts them in a better position to win those cases,” says Stephen Wu, a partner and head of the competition law practice group at Lee and Li.
The business community and some lawyers have criticised the cartel enforcement amendment, citing its lack of economic foundation and potential to create situations where accused parties are seen as guilty of price collusion until proven innocent. “Companies now face a difficulty. If you increase your price, and a competitor increases their price at almost the same time, then the TFTC can assume that you are conducting a car-tel, unless you can prove your decision is justifiable based on actual cost analysis or other documents convincing enough to show that the decision was made without any coordination among competitors,” says Wu. “Other jurisdictions like the U.S. and the EU have this assumption, but their com-petition agencies, instead of the accused parties, are required to prove both economic evidence and behavioural evidence,” he adds.
For his part, Tsar & Tsai’s Liu says that even though the burden of proof has been shifted to the companies, the TFTC still needs reasonable grounds to presume the existence of a cartel. “It will be interesting to observe how stringent the court will be on requiring the TFTC to prove the reasonable-ness of their indirect evidence, and whether the court will change the stan-dard of burden of proof in the future. There is room for a company to argue that the indirect evidence the TFTC puts forward is insufficient, so I don’t think the TFTC will always prevail, even under the new provision,” says Liu.
Furthermore, the TFTC’s powers remain limited after the Taiwan’s leg-islature rejected a proposal to grant the Commission the right to conduct dawn raids. “I thought the dawn raid proposal would be passed by the legislature. When you look at international practices, dawn raids are a very important weapon for agencies to conduct cartel enforcement,” says Liu. “In Taiwan, we only have a leniency programme. But if you don’t have search and seizure power, it is not very useful because when you have only one leniency applicant and the other companies deny their conduct and
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are uncooperative, it is very difficult for the TFTC to collect sufficient evidence to prove the existence of a cartel,” adds Liu. It is highly likely that the proposal for dawn raids will be a top priority when the next round of amendments is tabled, which could be in another three to five years.
However, the TFTC is set to gain another advantage. In June, four months after the amended TFTA took effect, the Taiwan’s legislature passed a new provision requiring the TFTC to set aside 35 percent of the money it receives from fines and penalties for a ‘whistleblower reward fund’. The fund will create a financial incentive for companies, employees or insiders to come forward with information on anti-competitive behaviour. “With the whistleblower reward soon to be in place, businesses should regularly conduct internal investigations. Otherwise, they could be exposed to the risk of employees providing informa-tion and acting as government witnesses against the company,” says Liu.
STRENGTHENING INTERNAL CONTROLSWith companies in Taiwan now exposed to whistleblowers and tasked with shouldering the burden of proof in cartel enforcement cases, lawyers advise businesses to keep detailed and transparent records, particularly of their internal pricing procedures. “Most companies deem their cost analyses as highly confidential information and are reluctant to disclose that information to the TFTC. Now that the law has changed, I urge companies to prepare a detailed cost analysis before increasing the price of their good or service, and provide this documentation at the very beginning if the TFTC decides to investigate,” advises Wu.
While the amended TFTA has enhanced Taiwan’s competition regime, companies need to pay special attention to the new merger control require-ments, and carefully document their pricing strategies and cost analyses to avoid getting ensnared in a TFTC investigation. Businesses should also look to future court decisions on cartel cases under the new TFTA for further clarity. With the onus now on the companies to justify their pricing strategies, will the TFTC consistently prevail in these cases? Only time will tell.
CAPITAL MARKETS 43WWW.LEGALBUSINESSONLINE.COM: ALB_China : Connect with Asian Legal Business
PEAK PANIC MODE
An investor sits in front of an electronic board showing stock information at a brokerage house in Hangzhou.
REUTERS/China Daily
Chinese stocks rebounded earlier this month, after Beijing unleashed an un-precedented series of support measures
to stave off the prospect of a full-blown crash that was threatening to destabilize the world’s second-biggest economy.
In an extraordinary flurry of policy moves, brokerages and fund managers vowed to buy massive amounts of stocks, helped by China’s state-backed margin finance company, which in turn would be aided by a direct line of liquid-ity from the central bank.
Investors, who had ignored official measures to prop up the market as equity indexes slid around 12 percent in the first week of July, final-ly reacted, with the CSI300 index of the largest listed companies in Shanghai and Shenzhen jumping 4 percent, while the Shanghai Com-posite Index gained 3 percent.
Blue chips, the explicit target of the stabili-sation fund, outperformed stocks on the small-cap ChiNext indexes.
The rapid decline of China’s previously booming stock market, which had recently fall-en around 30 per cent from a mid-June peak, had become a major headache for President Xi Jinping and China’s top leaders, who were al-ready struggling to avert a sharper economic slowdown.
In response, China has orchestrated a halt to new share issues, with dozens of firms scrap-ping their IPO plans in separate but similarly worded statements over the weekend, in a tactic authorities have used before to support markets.
China Vanke Co Ltd, the country’s largest de-veloper, said in a statement to the Hong Kong Stock Exchange that it planned to repurchase up to 10 billion yuan ($1.6 billion) worth of its domestic shares to protect investor interests.
China’s state media rolled in behind the of-ficial moves with supportive reports and com-mentaries.
“Rainbows always appear after rains,” said an editorial by the People’s Daily, the mouth-piece of the ruling Communist Party. “(China has) the conditions, ability and confidence in maintaining capital market stability,” the news-paper said.
Oliver Barron, China policy research analyst at NSBO, said it wasn’t just faith in the markets at stake.
“After the market continued to fall despite myriad support measures, the government reached peak panic mode and must have wor-ried that investors would not only lose confi-dence in the markets, but in the government itself,” he said.
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CAPITAL MARKETS44 ASIAN LEGAL BUSINESSJULY 2015
TOO FROTHYChina stocks had more than doubled over the past year, despite a cooling economy and weakening corporate earnings, resulting in a market that even China’s bullish securities regulators eventually admitted had become too frothy.
But the slide that began in mid-June, and which the China Securities Regulatory Commission initially tried to downplay as a “healthy” correction, quickly showed signs of getting out of hand.
A surprise interest-rate cut by the central bank at the end of June, relax-ations in margin trading and other “stability measures” did little to calm in-vestors, many of whom have borrowed heavily to play the stock market.
In a series of initial announcements, China’s top brokerages pledged to collectively buy at least 120 billion yuan ($19.3 billion) of shares to help steady the market, and would not sell holdings as long as the Shanghai Composite Index remained below 4,500, a level last seen on June 25.
The China Mutual Fund Associa-tion said 25 fund companies also pledged to buy shares. Another 69 fund firms said they would do the same.
In addition, 28 compa-nies that had been ap-proved to launch IPOs all announced they had sus-pended their plans.
The U-turn is con-sistent with past IPO freezes in China when share markets were falling sharply, though they are usually spun as spontaneous company decisions, not as govern-ment directives.
China state-owned in-vestment company Central Huijin said it had recently been buying exchange-traded funds and would continue to do so.
The combined effect of the policies is to signal to China’s army of retail in-vestors, who conduct around 85 percent of share transactions, that the government is now standing behind the stock market.
CONTINUE VETTINGChina’s securities regulator said it will not stop vetting new initial public of-ferings, after share sales were postponed by 28 companies earlier this month because of recent market volatility.
Citing unidentified sources, the Wall Street Journal previously reported that the government had decided to suspend IPOs to help to stabilize the stock market.
In a statement posted on its official weibo, the China Securities Regulatory Commission said there will not be new IPOs in the near term but it will not stop vetting new deals.
“After the 28 companies suspended their IPOs, there will be no new IPOs in the near term. Going forward, the approvals will not stop but the number of IPOs and the fundraising size will be greatly reduced,” the commission said.
China’s vast network of “grey market” lenders have reaped big profits from lending money to individuals and companies to buy stocks, but
as markets slump their customers face heavy losses after borrowing up to 10 times their starting capital.
Global investors are increasingly worried about the scale of leverage in China’s stock market, fearing the impact of a crash on the ordinary retail inves-tors who dominate it could destabilize the world’s second biggest economy just as growth is slowing.
The risks have been magnified by the grey or shadow market – a network of state-owned commercial banks, including the largest five state-owned lenders, as well as trust companies, fund manag-ers, and an endless variety of self-styled stock matching endowment firms. Many of the latter, which are essentially grassroots finance firms, were founded in the last year and often have backing from government enterprises but operate outside the remit of China’s se-curities or banking regulators.
This financing, which can carry annualised interest rates of up to 17 percent, was the financial rocket fuel that powered a 110 percent gain in Shanghai stocks between November and early June, by al-lowing borrowers to substantially leverage their capital.
These firms continue to benefit from interest payments and fees, even as more than $2.5 trillion was wiped from China’s market capi-talization over a period last four weeks.
Excessive leverage can be lethal in stock markets, because as overextended borrowers sell shares to meet “margin calls” they drive prices down further, creating a vicious cycle.
Light regulation of shadow lending underscores Beijing’s quan-dary as it looks to both protect the army of mom-and-pop investors, who comprise 80 percent of the stock market, while supporting a rally that has helped raise more than $63 billion from primary and secondary equity sales in China and Hong Kong this year alone.
“This needs to be controlled,” said Jiahe Chen, chief strategist at Cinda Securities, adding that when markets were falling high lever-age could create a domino effect.
GREY NETWORKCalculating the size of China’s grey financing network is tricky, bank-ers say, due to its loose regulation. Total margin debt at brokerages stood at 2.2 trillion yuan in late June, but the amount of grey market leverage may exceed that amount.
For China’s trust companies alone, stock assets increased by 225 billion yuan ($36 billion) from the previous quarter in the first three months this year, reaching 777 billion yuan by March 31, according to China Trust Association data.
That helped drive a 33 percent year-on-year gain in total profit for China’s 68 trust firms in the first quarter of 2015.
Typically, banks cooperate with trust firms and stock matching endowment companies to raise cash by issuing wealth management products (WMPs) that are sold to banking clients.
These products generate funds that are then used to finance in-
dividual and corporate stock market investors at ratios of up to 1:10, according to executives familiar with the businesses.
The arrangement highlights a persistent faultline running through China’s financial system, despite Beijing’s efforts to regulate the shadow system – people buying WMPs through mainstream banks may be, knowingly or not, left highly exposed to the vagaries of the stock market.
Trust companies have also used such products to back real estate loans, corporate junk bonds and short-term over-the-counter debt in-struments.
“Riskier clients go to trust companies because they can’t get loans from banks,” said Edmond Law, banks analyst at UOB Kay Hian (Hong Kong) Ltd, adding that investors in trust products backed by lending to these clients were at higher risk.
‘GOOD MONEY FOR NOTHING’The financing firms limit their own risk by requiring investors to add cash or sell shares once their accounts lose anywhere from 50 to 70 percent of their original investment value, executives said.
Two large and two smaller trust firms told Reuters that large state-owned banks such as Bank of China Ltd (BoC) and Bank of Commu-nications Co (BoCom) Ltd , as well many smaller lenders, indirectly channel money into the stock market this way.
“Banks are making good money for nothing,” said an executive at a Shenzhen-based stock-matching endowment firm. His firm, a subsid-iary of a central-government owned state enterprise, raises funds by selling WMPs through Bank of China.
It works like this: BoC raises 40 million yuan by selling the WMP to its clients, after a stock matching firm provides 20 million yuan in col-lateral. That creates a 60 million yuan pool that the stock matching firm can use to sell leverage to its customers.
BoC charges 10 percent annualised interest for such products, al-lowing the stock matching firm the opportunity to earn as much as 5 percent, based on the 15 percent annualised interest it charges cli-ents.
Using trust firms as conduits, banks also invest money in funds that pile capital directly into stock markets, according to banking execu-tives familiar with the situation.
BoC and BoCom declined to comment when contacted by Reuters.A mid-level banker with one of the top five state-owned banks said
that lending to trust companies involved very little risk to lenders themselves, as agreements were structured so banks are paid first if the markets tank.
“There are things that banks can’t do directly because of risk to as-set quality or reputation,” he said. “So we use trusts as channels.”
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