M&A

NEW RULES TO STRENGTHEN SOEs
Government measures promote better protection and management of state-owned assets

ONLINE RECRUITMENT RESOURCE EYES ON CHINA MARKET

A New Model of Direct Venture Capital Investment in China

Mergers and Acquisitions in Ukraine

SECURITIES REGULATOR AMENDS RULES TO HELP BOLSTER INVESTOR CONFIDENCE

COKE’S OFFER FOR HUIYUAN RAISES CONCERNS

HK TRADING GROUP ACQUIRES GUANGZHOU BUSINESSES

China Law & Practice Awards – the winners
After 12 months of innovative and pioneering work and four months of research, interviewing and profiling, the 2008 China Law & Practice awards were presented in Beijing on September 18. The winning deals and firms were recognised for their impact on China’s legal community.

Measures for the Administration of the Takeover of Listed Companies (Revised) [Full Text Translation]
上市公司收购管理办法 (修订)
The revised Measures amended Article 63, concerning application to the China Securities Regulatory Commission for an offer exemption by using the simplified procedure.

Tax Preference Guideline Provides Objective Scrutiny for High/New-tech Enterprises
China has further clarified tax preferences for high- and new-technology enterprises (HNTEs) in a recent Working Guideline. Applicants that can satisfy tougher and more precise qualification criteria will benefit from clear and objective evaluation procedures, but must be prepared for broad scrutiny of their tax and legal compliance. HNTE status can be lost through business changes including mergers or acquisitions.

China Securities Regulatory Commission, Decision on Amending Article 63 of the (Measures for the Administration of the Takeover of Listed Companies) [Legislation Digest]
中国证券监督管理委员会关于修改《上市公司收购管理办法》第六十三条的决定
Takeover measures amended to facilitate increase in shareholding by major shareholders.

CSRC measures for financial consultants are unclear
China Securities Regulatory Commission has issued measures aimed at regulating the financial consultants who provide advice to listed companies in China. Although it is seen as a step in the right direction, by bringing China more into line with the world’s mature capital market environments, for many the measures do not provide a level playing field for M&A activity in China.

Measures for the Administration of Financial Consultancy Services for Mergers, Acquisitions and Reorganisations of Listed Companies [Full Text Translation]
上市公司并购重组财务顾问业务管理办法
The Measures detail the criteria and application procedure for engaging in financial consultancy services for mergers, acquisitions and reorganisations of listed companies.

Government increases mining requirements for foreign investors

Uncertainties remain in China’s AML despite some clarification

Govt drafts rules to regulate banks and insurers

Solar business takes off overseas

Beijing Capital International Airport Co. acquires new terminal

China Law & Practice Awards 2008 – The Finalists
China’s legal market continues to attract high-end, complicated and multi jurisdictional work and in Beijing this month, the China Law & Practice awards will reflect the complexities and challenges. Chris Bisogni and Joanna Law provide a summary of the deals and firms that made the 2008 shortlist.

China Securities Regulatory Commission, Measures for the Administration of Financial Consultancy Services for Mergers, Acquisitions and Reorganisations of Listed Companies [Legislation Digest]
中国证券监督管理委员会上市公司并购重组财务顾问业务管理办法
CSRC takes steps to improve the standard of financial consultants.

Notification thresholds for merger control
The Anti-monopoly Law (AML), which came into force on August 1, 2008, introduces a new legal regime of merger control. Alexandre Vincent and Elaine Zhu from CMS argue the implementation of the notifiable concentrations should be suspended until clearance by MOFCOM.

Provisions on the Reporting Threshold for Concentrations of Business Operators [Full Text Translation]
关于经营者集中申报标准的规定
The Provisions define the threshold at which a concentration of business operators shall be reported to the State Council’s department in charge of commerce.

The Threshold of Concentration: Anti-monopoly Notification in China

Issues Concerning Consideration Payment in Equity Merger and Acquisition Transactions in China

Ministry of Commerce, Circular on Properly Handling the Record Filing for Foreign Investment in the Real Property Sector [Legislation Digest]
商务部关于做好外商投资房地产业备案工作的通知
Additional level of government screening for foreign investment in real property.

State Council, Provisions on the Reporting Threshold for Concentrations of Business Operators [Legislation Digest]
国务院关于经营者集中申报标准的规定
MNCs must avoid creating a global monopoly.

Anti-Monopoly Law: The Lawyers are Ready, but the Law Isn’t
China’s long-awaited Anti-Monopoly Law will become effective in one month. But lawyers are demanding that the government clean up some serious flaws and ambiguities in the draft mergers and acquisitions regulations.

TELECOM MERGER MAY ATTRACT FOREIGN PLAYERS

CHINA’S FIRST SHARE SWAP TO TEST M&A LAWS

Opinion on the Application of Securities and Futures Laws No.3: Opinion on the Application of the Provision “No Major Change Shall Have Occurred in the Issuer’s Core Business During the Most Recent Three Years” of Article 12 of the (Measures for the Administration of Initial Public Offerings of Shares and the Listing Thereof) [Full Text Translation]
《首次公开发行股票并上市管理办法》第十二条发行人最近3年内主营业务没有发生重大变化的适用意见 - 证券期货法律适用意见第3号　　
When an IPO issuer restructures identical, similar or related businesses under the same corporate controller during the reporting period, it shall pay close attention to the effect of the reorganization on its total assets, or its operating revenue or gross profit.

US FIRM GOES INTO BOTTLED WATER MARKET IN CHINA

FIRST SHARE SWAP TRANSACTION APPROVED UNDER CHINA’S NEW M&A RULES: PAUL HASTINGS ADVISED

Provisions for the Regulation of Branches of Securities Companies (Trial Implementation) [Full Text Translation]
证券公司分公司监管规定 (试行)
When a securities company is to establish a branch, it shall require the approval of the China Securities Regulatory Commission. A branch shall not have legal personality and its legal liability shall be borne by the securities company.

TELECOM RESTRUCTURING TAKES FLIGHT

DLA PIPER AND DEACONS ADVISE ON BANK DEAL

China Securities Regulatory Commission, Opinion on the Application of Securities and Futures Laws No.3: Opinion on the Application of the Provision “No Major Change Shall Have Occurred in the Issuer’s Core Business During the Most Recent Three Years” of Article 12 of the (Measures for the Administration of Initial Public Offerings of Shares and the Listing Thereof) [Legislation Digest]
中国证券监督管理委员会《首次公开发行股票并上市管理办法》第十二条发行人最近3年内主营业务没有发生重大变化的适用意见 - 证券期货法律适用意见第3号
IPOs not allowed within a year of thorough reorganization.

China Securities Regulatory Commission, Provisions for the Regulation of Branches of Securities Companies (Trial Implementation) [Legislation Digest]
中国证券监督管理委员会证券公司分公司监管规定 (试行)
Restrictions set on securities companies’ business scope.

China’s Leading Lawyers
How do the Leading Lawyer nominations reflect the evolution of the legal system in China? China Law & Practice takes a closer look at the results, and speaks to the nominees about their areas of expertise. Hear from the experts what the future holds for China law.

REGULATIONS ARE OBSTACLES FOR M&A DEALS IN ASIA, REPORT SAYS

US FIRM STRENGTHENS ASIAN CAPABILITY

Measures for the Administration of Material Asset Reorganizations by Listed Companies [Full Text Translation]
上市公司重大资产重组管理办法
A material asset reorganization shall be constituted when the purchase or sale of assets by a listed company and by the companies in which it has a controlling interest or that it controls reaches any of the specified benchmarks

MAINLAND POWER PRODUCER EXPANDS TO OVERSEAS

China Securities Regulatory Commission, Measures for the Administration of Material Asset Reorganizations by Listed Companies [Legislation Digest]
中国证券监督管理委员会上市公司重大资产重组管理办法
Threshold for recognition as material asset reorganizations raised.

Provisions on Several Issues Concerning the Regulation of Material Asset Reorganizations by Listed Companies [Full Text Translation]
关于规范上市公司重大资产重组若干问题的规定
The Provisions detail the approval procedure of the board of directors of a listed company on material asset reorganization and related information disclosure obligations.

Administrative Rules on Material Asset Restructuring of Listed Companies: New Rules on the China Capital Market
On April 18 2008, the CSRC promulgated the Administrative Rules on Material Asset Restructuring of Listed Companies. This represents another major move to improve the basic system of the domestic stock market in China, and signifies that the M&A and restructuring of China’s listed companies has entered a new era of standardization and development.

China Securities Regulatory Commission, Provisions on Several Issues Concerning the Regulation of Material Asset Reorganizations by Listed Companies [Legislation Digest]
中国证券监督管理委员会关于规范上市公司重大资产重组若干问题的规定
Criteria for board resolution on material asset reorganization further detailed.

China Securities Regulatory Commission, Guidelines on Contents and Formats for Information Disclosure by Companies that Offer Securities to the Public (No.26): Application Documents for Material Asset Reorganization of Listed Companies [Legislation Digest]
中国证券监督管理委员会公开发行证券的公司信息披露内容与格式准则第26号 - 上市公司重大资产重组申请文件
33 types of documents required for information disclosure for material asset reorganizations.

A More Sophisticated Game: 2008 M&A Market in China

ASIA’S DESIRABLE YET RISKY FOREIGN INVESTMENT ENVIRONMENT

Multi-firm effort on deal to sell DM Label Group to Avery Dennison

Clifford Chance says leveraged buyouts possible despite credit crunch

Ping An buys half of Fortis; White & Case advises

State-owned media group establishes privatization

First PRC leveraged buyout closes in 2008

China’s Leading M&A Law Firms
M&A deals were a boom industry in China last year. Leading international and local law firms have been advisors to many significant deals which showcased just how ripe the environment has been in China for major business activity.

China’s Leading Lawyers
How do the Leading Lawyer nominations reflect the evolution of the legal system in China? China Law & Practice takes a closer look at the results, and speaks to the nominees about their areas of expertise. Hear from the experts what the future holds for China law.

Medical device providers aim at global markets

US$21 million pipe transaction for chicken-raising business

Motorola buys out PRC set-top box company

Corporate Restructuring: An Alternative in Corporate Restructuring

Investigative Due Diligence and M&A in China

Johnson Stokes & Master (JSM)

Vallourec & Mannesmann Tubes

Sinofert Holdings Limited

China Investment Corporation