香港开拓新商机的关键人物，他是Henry Ong & Co的 独资合伙人，经香港律师协会批准后，该所将成为威 嘉的联营律所。王升立还将他在涉及香港上市公司的 交易方面拥有的经验带到威嘉，包括有关上市、收购 以及证券规则与条例的事宜等。 韩冀是中国执业律师，他还将在威嘉的北京代表处 工作。他曾为中国境内许多国有企业提供法律意见， 客户包括大唐发电、中国移动、中国电信和太古饮料 等。韩律师拥有资本市场方面的经验，包括为中石化、 中航科工和星辰通信等中国公司提供首次公开发售 方面的意见。 Lehman, Lee & Xu
Hwuason
Hwuason obtains Australian-qualified tax expert Hwuason recently announced the appointment of Matthew McKee, an Australian qualified lawyer with expertise in Australian and international corporate taxation, to its tax services team in Beijing. McKee’s practice primarily involves advising foreign and domestic clients on a wide variety of corporate tax issues, with a focus on Australian and China international taxation. Prior to joining Hwuason, he worked as a foreign legal counsel at Lehman, Lee & Xu’s Beijing office, and as a solicitor at Australia’s Argyle Lawyers.
澳大利亚执业税务律师加盟华税
华税近期宣布聘任澳大利亚执业律师Matthew
McKee，加盟北京的税务服务团队，他是澳大利亚和 国际企业税务方面的专家。 McKee精通澳大利亚和中国国际税务，业务领域主 要涉及为国内外客户提供各种各样的企业税务事宜咨 询。 加盟华税前，McKee先生就职于雷曼律师事务 所北京办事处，担任外国法律顾问，他还曾在澳大利 亚的Argyle Lawyers事务所任职律师。 Frankfurt
律师纪海龙和Philip Senff领导，他们都是从法兰克福 被调往上海。新分所将专注于基金设立、并购、私募 股权和房地产领域。由Daniel Liew管理的香港分所设 立于2009年4月，SJ Berwin还于2009年9月在迪拜开 设了办事处。去年律所每名股权合伙人的利润下跌近 50%后，SJ Berwin开始寻求扩张机遇。
Mayer Brown
Shanghai
SJ Berwin relocates two to Shanghai London firm SJ Berwin has launched itself into the Asian market with two office openings – Hong Kong and Shanghai – this year. The latest venture for SJ Berwin is the recent opening of its Shanghai office, which is staffed by senior associates Ji Hailong and Philip Senff, who both relocated from Frankfurt. The new branch will focus on fund formation, M&A, PE and real estate. The Hong Kong office, headed by Daniel Liew, was launched in April 2009. SJ Berwin also opened an office in Dubai in September 2009. This expansion comes after the firm suffered a dip in profits per equity partner (PEP) of nearly 50% last year.
SJ Berwin将两名律师调派至上海
伦敦SJ Berwin事务所今年已在香港和上海开设了两 个办公室，正式进驻亚洲市场。 SJ Berwin最新开设的分支机构位于上海，由资深
Alan Yip enters Mayer Brown partnership Mayer Brown recently announced a worldwide 14-lawyer partnership promotion. Yip, whose practice concentrates on Hong Kong and PRC real estate matters, entered into the partnership and will be based in the firm’s Hong Kong office. Alan Yip In 2002, Yip joined Johnson Stokes & Master, which combined with Mayer Brown in 2008.
Alan Yip成为美亚博合伙人
美亚博（Mayer Brown）近期宣布全球范围内提拔 14名律师为合伙人。在香港执业的Alan Yip成为了 美亚博的合伙人，他擅长处理香港和中国房地产事 务 他擅长处理香港和中国房地产事务。 他于2002 年加入孖士打律师事务所，而孖士打在2008年与美 亚博合并。
Understanding on Regulations for Merger with and Acquisition of Domestic Enterprises by Foreign Investors Catalogue (The Regulations)
T
he Regulations came into force on September 8, 2006. In order to keep pace with the Anti-Monopoly Law of the P.R. of China and provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, the government make slight changes on the Regulations. The lawyers state their understanding on the changes as following. 1. Draw a line between equity M&A and asset M&A in the general principles. The foreign investors’ M&A of domestic enterprises shall comply with the laws, administrative regulations and rules of China. 2. The Regulations has improved the M&A procedures, including the basic system of foreign investors’ M&A of domestic enterprises, examination, approval and registration, foreign investors’ M&A of domestic companies based on the payment of equities, anti-monopolization examination, and so on. 3. In the basic rules, the foreign-invested enterprise established after the M&A shall determine the upper limits of the total investments according to the following rates except for any other provisions stipulated by the state. 4. Cross-border share exchange in terms of the Regulations means that the shareholders of an overseas company purchase the equities
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or increased shares of a domestic company by paying its equities or increased shares. The overseas company and its management level have no record of punishment made by the supervision administration in recent 3 years. Where a foreign investor M&A a domestic company based on the equities, the domestic company or its shareholders shall engage an intermediary institution registered within China to serve as a consultant. Besides that, an cross-border share exchange shall be submitted to the Ministry of Commerce for the examination and approval. 5. It is the first time to clearly mention share exchange M&A in the Regulations. The offshore companies also shall be regulated by the Regulations. In the Regulations, it is approved where a foreign investor purchases the equities of the shareholder of a foreign-invested enterprise in China or offer to buy the capital increase of a foreign-invested enterprise in China. 6. Chapter V is a separate chapter to state anti-monopolization examination. Especially, at the request of the domestic enterprise with competition relationship, the relevant functional department of industrial association, the Ministry or Commerce or the State Administration for Industry and Commerce believes that the market share of the foreign investor M&A in huge, or there
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Kangqiao
are other major factors which seriously impact the market competition, it may demand the foreign investor to provide a report. 7. The due diligence investigation is first introduced in the Regulations.
金荣奎
贺艳
金荣奎 Lawyer, Senior partner Tel: (86)13606404361, (86 531)86128626 E-mail: jinrongkui@kangqiaolaw.com 贺艳 Lawyer, LLM in international trade law(UK) Tel: (86)13506416771, (86 531)86128811 E-mail: heyan@kangqiaolaw.com 康桥律师事务所 Kangqiao Law Firm 5 Floor, Zhongxin Square, No.150 Luoyuan Street, Jinan, China, 250011 Tel: (86 531) 86128621/22 Fax: (86 531) 86128620 Web: www.kangqiaolaw.com
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