The International Comparative Legal Guide To

Mergers & Acquisitions 2011

A practical cross-border insight into mergers & acquisitions
Published by Global Legal Group with contributions from: Albuquerque & Associados Arzinger Ashurst LLP Bech-Bruun Boss & Young, Attorneys at Law Brando Teixeira Sociedade de Advogados Cardenas & Cardenas Abogados Cravath, Swaine & Moore LLP Debarliev, Dameski & Kelesoska Attorneys at Law Dittmar & Indrenius Elvinger, Hoss & Prussen Eubelius Fenech Farrugia Fiott Legal Garrigues Georgiades & Pelides LLC Gide Loyrette Nouel Goltsblat BLP Guyer & Regules Herbert Smith LLP Kalo & Associates Koep & Partners Lenz & Staehelin Mannheimer Swartling Advokatbyr AB Meitar Liquornik Geva & Leshem Brandwein Nishimura & Asahi Pachiu & Associates PRA Law Offices Schoenherr Selvam LLC Skadden, Arps, Slate, Meagher & Flom LLP Slaughter and May Steenstrup Stordrange DA Stikeman Elliott LLP SZA Schilling, Zutt & Anschutz Udo Udoma & Belo-Osagie uri i Partneri law firm

Chapter 12

China
Boss & Young, Attorneys at Law

Dr. Xu Guojian

Dr. Mingjie Zhang

1 Relevant Authorities and Legislation

1.1 What regulates M&A?

investor according to the relevant regulations, and such investor also needs to apply to SAFE for an investment quota, which is necessary for the settlement of foreign exchange. (2) A B share is a special RMB share issued by a company listed in China. Foreign investors and Chinese individuals may purchase B shares using foreign currencies.
Are there special rules for foreign buyers?

Various laws apply in the regulation of M&A, of which the Company Law of the Peoples Republic of China (PRC) and the Securities Law of the PRC are the most important legislations. In addition, the Administrative Rules on Takeovers of Listed Companies (Takeover Rules) and the Administrative Measures for the Issuance of Securities by Listed Companies are applicable to acquisitions of shares of listed companies, and the Administrative Measures on Strategic Investment in Listed Companies by Foreign Investors is a special legislation applicable to foreign investors intending to acquire shares of a company listed on a stock exchange in China (excluding Hong Kong). The Regulations Concerning Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (M&A Regulations) is another important regulation applicable to acquisitions (including equity acquisitions and asset acquisitions) of domestic companies (listed and non-listed) by foreign investors. In August 2008, the Anti-Monopoly Law of the PRC and the Rules on Notification Standards for Concentration of Undertakings came into effect, where if the intended public M&A meet the threshold standards for the notification of the Anti-monopoly Commission, such transaction will be subject to the approval of the said commission. This issue will be discussed further in section 10. Pursuant to the aforesaid laws and regulations, there are various governmental authorities, including the State Council, the China Securities Regulatory Commission (CSRC), the State-owned Assets Supervision and Administration Commission and the State Administration for Industry and Commerce, involved in the approval of public M&A. In addition, if foreign investment is involved in a public M&A, approval from the Ministry of Commerce and the State Administration of Foreign Exchange (SAFE) is also required.
1.2 Are there different rules for different types of public company?

1.3

The National Development and Reform Commission issues the Foreign Investment and Industry Guidance Catalogue and updates it from time to time. Foreign Investment Projects are divided into four categories: encouraged; permitted; restricted; and prohibited. Encouraged, restricted and prohibited Foreign Investment Projects are included in the Foreign Investment and Industry Guidance Catalogue. Foreign Investment Projects that do not fall into the encouraged, restricted or prohibited categories are Foreign Investment Projects of the permitted category. Foreign Investment Projects of the permitted category are not included in the Foreign Investment and Industry Guidance Catalogue. Pursuant to the aforesaid Guidance, a foreign investor shall not purchase the shares of a company in a prohibited industry, whereas the purchase of shares of a company in a restricted industry will be subject to the equity ratio restriction and further careful examination by the relevant governmental authorities. In addition, if a foreign investor intends to obtain the qualification of a strategic foreign investor, the following requirements shall be met: (1) a foreign legal person or other organisations set up and operating lawfully, with stable finance, sound credit and experienced management; the total amount of overseas assets shall not be less than USD100 million or the total amount of assets under supervision shall be no less than USD500 million; or the total amount owned by its parent company shall be no less than USD100 million or the total amount of assets under supervision shall be no less than USD500 million; having sound governance structure, sound internal control system, and operation; and not having been subject to penalties imposed by foreign supervision authorities in the preceding three years (including its parent company).

(2)

(3) (4)

There is no specific classification for public companies, but there are different types of shares issued by a public listed company. The main types of shares include: (1) An A share is an ordinary RMB share issued by a company listed in China. A Chinese domestic company, entity or individual needs to use RMB to trade in A shares on the China stock exchange. If a foreign investor intends to invest in A shares, it has to meet the requirements as a Qualified Foreign Institutional Investor or a strategic foreign

If a foreign investor intends to obtain the qualification of a Qualified Foreign Institutional Investor, the following requirements shall be met: (1) An overseas fund management institution, insurance company, securities company and other assets management institutions approved by CSRC to invest in Chinas securities

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market and granted an investment quota by SAFE. (2) Having a sound financial and credit status and having met the requirements set by CSRC on assets size and other factors; and its risk control indicators should meet the requirements set by laws and securities authorities in its home jurisdiction. Having employees that meet the requirements on professional qualifications set by its home country/region. The applicant should have sound management structure and internal control system, should conduct business in accordance with the relevant regulations and should not have received any substantial penalties by regulators in its home country/region in the last three years prior to the application. The home country/region of the applicant should have a sound legal and regulatory system, and its securities regulator has signed the Memorandum of Understanding with CSRC and has maintained an efficient regulatory and co-operative relationship. Other criteria as stipulated by CSRC based on prudent regulatory principles.
2.3 How long does it take?

China

(3)

China

For private placements, prior approval from MOFCOM is required. The time frame for such approval varies according to the complexity of the individual case, and it may take several months. Thereafter, it may take some time for CSRC to review the application. In respect of a tender offer, the bidder shall submit an offer to CSRC for approval. The bidder shall announce its offer within 15 days following the submission of the application report if CSRC has no objections to the said report, and the process may be delayed if prior approvals from other competent government authorities are required.
2.4 What are the main hurdles?

(4)

(5)

(6)

The obtaining of all relevant approvals and permits from the relevant government authorities are the main hurdles.
2.5 How much flexibility is there over deal terms and price?

Recently, CSRC has approved a number of new QFIIs and the investment quota has been increased by SAFE, which indicates that the government may open its securities market further for QFIIs. Where a foreign investor intends to acquire the shares of a private company, the M&A Regulations is applicable and such transaction is also subject to the relevant governmental authorities defined in the said regulations.
1.4 Are there any special sector-related rules?

The price for a private placement must be at least 90% of the average trading price for the 20 days before the price reference date. For a tender offer, the offer price cannot be lower than the highest price paid by the bidder for the same type of share in the six months before the suggestive announcement, and the offer price shall not be lower than the daily weighted average price of the same type of share in the 30 trading days preceding the suggestive announcement. If this is not the case, the bidders financial adviser must present its professional opinion regarding the fairness of the bidders offer price.
2.6 What differences are there between offering cash and other consideration?

Please refer to question 1.3.

1.5 What are the principal sources of liability?

A public M&A shall strictly comply with the information disclosure rules defined in the Securities Law, and activities that have the effect of manipulating the securities market are prohibited. A person who is involved in market manipulation or insider dealing is liable to have any gains confiscated and be fined and required to compensate other investors losses caused thereby. If a foreign investor fails to obtain approval from the relevant authorities in accordance with the M&A Regulations, the transaction will be retrospectively revoked.

For a tender offer, cash, securities, a combination of the two, or such other lawful method may be used as payment for the acquisition according to the Administrative Rules on Takeovers of Listed Companies: (1) If the bidder offers cash as consideration, the bidder is required to deposit a sum of not less than 20% of the total purchase price in a bank account designated by the relevant securities registration and clearing organisation while the announcement is made. If the bidder offers shares as consideration, it must provide an audited financial and accounting report and a securities valuation report of the issuer of such shares for the three years preceding the announcement. In addition, the bidder must also cooperate with an independent financial adviser hired by the target company to carry out any necessary due diligence work. If the bidder pays using shares listed on any stock exchange, it shall make suggestive announcements on the tender offer, and meanwhile deposit all the security in the securities registration and clearing organisation, except for the new shares issued by the listed company. If the bidder pays using shares that are not listed on any stock exchange, it must also offer cash as an alternative method to be chosen by the shareholders of the target company. If the bidder pay using securities, such securities must have been traded on a stock exchange for at least one month.

2 Mechanics of Acquisition
(2)
2.1 What alternative means of acquisition are there?

There are a number of methods available to foreigners, including: (1) (2) (3) private placement; acquisition by agreement, where the investor signs a share purchase agreement with the other shareholders; and acquisition by tender offer, under which the investor makes an offer to the targets shareholders. Pursuant to the Administrative Rules on Takeovers of Listed Companies, partial offers must be for at least 5% of the issued shares.
What advisers do the parties need?

(3)

(4)
2.2

A foreign investor should have financial and legal advisers and qualified accountants. Communication with government officials at different levels is also very important.

(5)

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2.7 Do the same terms have to be offered to all shareholders?

China
(5) a further report to CSRC regarding the status of the tender offer within 15 days following the expiration of the acquisition period.

Acquisitions by agreement are normally carried out on a case-bycase basis, but such acquisition by agreement shall not result in the acquirer holding more than 30% of the shares of the target company; otherwise a general/partial offer to all shareholders will be necessary. In addition, the terms offered to different shareholders may be different. For a tender offer, the terms offered to different shareholders shall be the same, but this may be subject to an exemption from CSRC.
2.8 Are there any limits on agreeing terms with employees?

In respect of a private placement, if the subscriber pays the transfer price in the form of assets or shares, a profit forecast report for such assets or shares verified by a competent accounting firm is required.
2.11 What are the key costs?

For a private M&A, the investor shall submit the plan of resettlement of employees of the target company to the approval authority according to the M&A Regulations. From our practice experience, the relevant government authority usually prefers continuance of employment for the employees of the target company, and if there is necessary termination of employment, the settlement plan shall be fair and acceptable to those employees within the scope of the relevant employment laws and regulations.
2.9 What documentation is needed?

The fees will include consultant fees, such as fees for financial advisers, lawyers, accountants and other professional advisers, as well as taxes.
2.12 What consents are needed?

Private placements require the followings approvals: (1) (2) the board of directors meeting and the shareholders general meeting of the target company; and MOFCOM, CSRC and other competent authorities according to the target company industry. the board of directors meeting and the shareholders general meeting of the target company; MOFCOM and other competent authorities according to the target company industry; and CSRC (as the case may be). MOFCOM, CSRC and other competent authorities according to the target company industry.

Acquisition by agreement requires the following approvals: (1) (2) (3) (1)

Pursuant to the Administrative Measures for Issuance of Securities by Listed Companies and the Administrative Rules on Takeovers of Listed Companies, the principal documents required for a private placement are: (1) board resolutions (including an issuance plan, a feasibility report for the use of the funds, a report for the use of any previously raised funds and other necessary matters); shareholders meeting resolutions; the private placement memorandum and agreement; the application documents submitted to MOFCOM (if the investor is qualified as a strategic foreign investor); and the issuance application documents to be submitted to CSRC. the sale and purchase agreement; the purchase report submitted to CSRC and a feasibility report, a statement for independent business operation, a statement for non-change of the actual controller of the investor, a statement for the core business of the investor and its affiliates and a financial adviser opinion; and upon completion of the acquisition, a report to CSRC and the relevant stock exchange and an announcement in respect of the circumstances of the acquisition. the tender offer report submitted to CSRC and the relevant stock exchange; the suggestive announcement of the offer within 3 days following the tender arrangement; a formal circular issued by the bidder; a Report of the Board of Directors of the Target Company; and

Acquisition by tender offer requires the following approvals:

(2) (3) (4) (5)

2.13 What levels of approval or acceptance are needed?

The necessary documents in an acquisition by agreement are: (1) (2)

Pursuant to the Administrative Rules on Takeovers of Listed Companies, for a tender offer, the proposed shares to be purchased of the listed company shall be no less than 5% of total issued shares of such listed company. If the amount of the preliminary accepted shares exceeds the shares to be purchased, the purchaser shall purchase the preliminary accepted shares in the same proportion as the tender offer.
2.14 When does cash consideration need to be available?

(3)

The documents involved in a tender offer are: (1) (2) (3) (4)

For a tender offer, if the purchaser intends to pay the offer price in cash, it shall make the suggestive announcement regarding the tender offer and deposit 20% of the total amount of the offer price as performance deposit into a bank account designated by the securities registration and clearing organisation. If the bidder pays using shares that are not listed on any stock exchange, it must also offer cash as an alternative method to be chosen by the shareholders of the target company.

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Pursuant to the Administrative Measures for Issuance of Securities by Listed Companies, subscribers to a private placement shall not exceed 10, and the terms offered to those subscribers shall be the same, and the requirements for such subscribers shall comply with the requirements set forth in the resolution of the Shareholders Meeting.

2.10 Are there any special disclosure requirements?

For a tender offer, if the bidder pays using securities as the consideration, it has to provide the audited financial and accounting reports of the issuer of the shares being offered as consideration for the three years preceding the announcement and a securities valuation report, and shall cooperate with the independent financial adviser appointed.

Boss & Young, Attorneys at Law

China

3 Friendly or Hostile
3.1 Is there a choice?

4.3

What will become public?

Chinese laws and regulations do not expressly distinguish between a friendly acquisition and a hostile acquisition. However, practically speaking, it may not be feasible to engage in a hostile acquisition without the consent of the shareholders of the target company.
3.2 How relevant is the target board?

China

According to Article 28 of the Takeover Rules, in respect of an acquisition offer, if CSRC has no objection to the offer report submitted by the bidder within 15 days upon receipt of such report, then the bidder can announce the acquisition offer, including information such as the offers terms such as the term and price of the takeover, the quantity, and guaranteed funding available for the takeover. (See question 5.2.)
4.4 What if the information is wrong or changes?

The board of directors of the target company shall investigate the capacity, credit status and purpose of takeover of the purchaser, analyse the conditions for the tender offer, put forward suggestions on whether the shareholders should accept the tender offer, and hire an independent financial consultant to issue a professional opinion thereof. The board of directors of the target company shall, within 20 days after the purchaser announces the tender offer, submit a report of the board of directors of the target company and the professional opinion of the independent financial consultant to CSRC, and simultaneously submit a copy of the said report and opinion to the representative office and the stock exchange, and make an announcement. Where the purchaser makes any major alteration to the conditions of the tender offer, the board of directors of the target company shall, within 3 working days, submit supplementary opinions of the board of directors and the independent financial consultant regarding such alteration of the conditions of the tender offer, provide a report and make an announcement thereof.
3.3 Does the choice affect process?

According to Article 41 of the Takeover Rules, if there are any material changes in any basic information of the offer, the bidder must detail such changes within 2 days by submitting a written report to CRSC, the relevant stock exchange and the target, and make a supplementary announcement. Further, if any announcement or acquisition offer document is found to contain false or misleading information or major omissions, CSRC will order the issues to be rectified and adopt appropriate disciplinary procedures.

5 Stakebuilding
5.1 Can shares be bought outside the offer process?

According to Article 88 of the Securities Law, the bidder shall not carry out trading of the shares of the target in any form outside of the provisions of the offer and those exceeding the terms of the offer during the acquisition offer period (see question 2.5).
5.2 What are the disclosure triggers?

Following from question 3.1, Chinese laws and regulations do not give much choice to the acquiring company. Hostile bids and friendly takeover offers must be treated equally and must respect the same process as required by Chinese laws and regulations. However, the scope of disclosed information and mutual cooperation may differ as the case may be.

According to Articles 13 to 17 of the Takeover Rules and other relevant stipulations in the Securities Law, the disclosure triggers are as follows: (1) Where an Investor and its concerned parties hold 5% or more but less than 20% of a listed company, such interest must be disclosed by filing a Brief Report with CRSC and the stock exchange, notifying the target, and making a public announcement. These disclosures also apply to every 5% increase or decrease thereafter. The Brief Report shall include information such as: the purpose for holding the shares, whether or not the investor and concerned parties intend to continuously increase their entitlements in the listed company in the future 12 months; and brief introduction of the purchase and sale of the shares of the aforesaid company through a securities transaction at the stock exchange within 6 months of the alteration of entitlements. (2) Where an Investor and its concerned parties hold 20% or more but less than 30% of a listed company, a Comprehensive Report is required, including information such as: confirmation as to the existence of any actual or potential competition between the acquirer (or its concerned parties, their respective controlling shareholders or persons who have de facto control over them) and the listed company; the existence of any related transaction; and any arrangement to prevent such competition and maintain the independence of the listed company; follow-up plans for adjustment of the assets, businesses, personnel, organisational structure or articles of association of the listed company for the

4 Information
4.1 What information is available to a buyer?

If the extent of due diligence is restricted by the willingness of the target to provide information, the buyer may be limited to publicly available information.
4.2 Is negotiation confidential and is access restricted?

Persons who have confidential information, particularly pricesensitive information, must keep such information confidential. Secrecy is required to be maintained in respect of negotiations and confidential information before the offer is announced. Further, according to Article 21 of the Takeover Rules, if confidential information is leaked to the media or the targets share price exhibits abnormal trading patterns prior to an announcement, the target must immediately launch an inquiry of the parties involved. The target must then make an announcement upon receiving written responses from those parties.

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future 12 months; and major transactions between the investor or its concerned parties and the listed company over the preceding 24 months. (3) Where an Investor and its concerned parties hold 30% of a listed company and intends to acquire further shares, the investor must make an offer to all the shareholders of the listed company for a complete or partial acquisition of the shares of the listed company.
What are the limitations and implications?

China
there is no specific stipulation regarding prohibition or permission on deal conditions.
7.2 What control does the bidder have over the target during the process?

The bidder may set down certain specific conditions - conditions precedent - in the offer.
7.3 When does control pass to the bidder?

5.3

According to the relevant stipulations of the Securities Law and the Takeover Rules, insiders and persons who obtain insider information illegally shall not buy or sell the securities of the company before the insider information is made public or divulge such information or procure others to buy or sell such securities. Insiders include persons such as directors, supervisors, senior officers, and shareholders with more than 5% shareholding in the company and other persons who are able to obtain insider information by virtue of their positions.

The bidder will take day-to-day control of the target once the directors, officers, and management personnel nominated by the new controlling shareholder are elected at a shareholders meeting in accordance with applicable laws and the articles of association of the target.
7.4 How can the bidder get 100% control?

6 Deal Protection
6.1 Are break fees available?

According to Article 97 of the Securities Law, if the shareholding structure of the target no longer satisfies listing requirements following the expiry of the acquisition period, the other shareholders who hold shares of the target shall have the right to sell their shares to the bidder under the terms of the acquisition offer and the bidder shall acquire such shares. Under this circumstance, the bidder may get 100% control.

There is no specific stipulation that expressly prohibits obtaining break fees or inducement fee commitments from the target or target shareholders.
6.2 Can the target agree not to shop the company or its assets?

8 Target Defences
8.1 Does the board of the target have to tell its shareholders if it gets an offer?

By way of agreement, it is possible for the target to agree not to seek alternative offer proposals in competition with a recommended bid.
6.3 Can the target agree to issue shares or sell assets?

According to Article 67 of the Securities Law, upon the occurrence of a significant event that may have a relatively large impact on the share trading price of a listed company and that the investors are not aware of, the listed company shall submit an ad hoc report to CSRC and the stock exchange on the relevant information of such significant event and make an announcement to explain the cause, current situation and possible legal consequences.
8.2 What can the target do to resist change of control?

According to Article 33 of the Takeover Rules, the board of directors of the target shall not, after the purchaser has made a suggestive announcement and before the tender offer is completed, engage in conduct that result in any significant effect on the assets, liabilities, entitlements or business performances of the target by disposing of the assets or external investment of the target or adjusting main businesses, guarantees or loans of the target etc., unless the shareholders general meeting approves such action. These restrictions do not apply to carrying on normal business activities or enforcing the resolutions of the shareholders general meeting.
6.4 What commitments are available to tie up a deal?

Once the bid is announced, the targets ability to engage in frustrating action is constrained (see question 6.3). The Takeover Rules further requires that any defences adopted by the board of directors must be in the interest of the company and the shareholders, and the board may not abuse its powers by improperly obstructing the takeover. However, according to Article 32 of the Takeover Rules, the board of directors of the target shall conduct investigations into the capacity, credit status and purpose of the takeover of the purchaser, analyse the conditions for the tender offer and employ an independent financial consultant to issue a professional opinion, and within 20 days after the bid is announced, submit a report of the board of the directors of the target and the professional opinion of the independent financial consultant to CSRC. Such report is likely to be influential, and obtaining CSRC approval may be more difficult if the takeover is hostile.
8.3 Is it a fair fight?

It is possible for the target to obtain commitments from the majority shareholders to accept the offer within a certain period and prohibit any action that may prejudice the outcome of the offer, so as to assist a preferred bidder to succeed in closing the deal.

7 Bidder Protection
7.1 What deal conditions are permitted?

Except for the deal terms and price as specified in question 2.5,

It is difficult to comment due to the lack of examples of hostile takeovers and the lack of transparency in the approval process.

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9 Other Useful Facts

9.1 What are the major influences on the success of an acquisition?

10

Updates

10.1 Please provide, in no more than 300 words, a summary of any relevant new law or practices in M&A in China.

China

The slow pace of approval in a buoyant market is likely to influence the outcome of the offer process, as the offer price is always affected by stock market fluctuations.
9.2 What happens if it fails?

According to Article 31 of the Takeover Rules, if a bid is withdrawn during the CSRC review period, the bidder may not bid for the shares in the same company for 12 months.

To be consistent with the Anti-Monopoly Law and the Provision of the State Council on Thresholds for Prior Notification of Concentration of Undertaking, the Ministry of Commerce of the PRC passed an amended version of the M&A Regulations in June 2009. The whole Chapter 5 Anti-monopolisation Examination was deleted from the M&A Regulations. Further, the new M&A Regulations emphasises that if a foreign investor reaches the threshold standards as specified in the Provision of the State Council on Thresholds for Prior Notification of Concentration of Undertaking, the investor shall file a prior notification with the competent commerce department of the State Council and no such concentration may be implemented without the clearance of prior notification.

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Boss & Young, Attorneys at Law

China

Dr. Xu Guojian
Boss & Young 16th Floor, BEA Finance Tower 66 Hua Yuan Shi Qiao Road Shanghai 200120 China

Dr. Mingjie Zhang

Boss & Young 16th Floor, BEA Finance Tower 66 Hua Yuan Shi Qiao Road Shanghai 200120 China

Tel: Fax: Email: URL:

+86 21 6886 9666 +86 21 6886 9333 drxugj@boss-young.com www.boss-young.com

Tel: Fax: Email: URL:

+86 21 6886 9666 +86 21 6886 9333 mingjiezhang@boss-young.com www.boss-young.com

Dr. Xu Guojian studied law at Southwest China University of Politics and Law, Chongqing, China and Wuhan University, Wuhan, China, consecutively, for his Bachelor of Laws, Master of Laws and Doctor of Laws respectively, before going to Europe in 1988 to pursue further legal education. He has pursued advanced studies at the Swiss Institute of Comparative Law, Lausanne, Switzerland; the Academy of International Law, International Court of Justice, The Hague, Netherlands; the MaxPlanck-Institute for Foreign and International Private Law, Hamburg, Germany; and Albert Ludwig University, Freiburg i.Br., Germany. He concluded his doctoral studies at Hamburg University, and was awarded the title Dr. Juris in 1994. Dr. Xu Guojians main fields of practice include international mergers and acquisitions, foreign direct investment in China, outbound investment by Chinese companies, corporate law, international trade law, insurance law and intellectual property law. He has led and prided over a number of M&A projects that have significant impact in legal circles, both domestically and internationally.

Dr. Mingjie Zhang is a graduate of Wuhan University Law School, Wuhan where he received his LL.B. in 1984. In 1989, he was awarded the Swiss Van Kalker Scholarship to go to the Swiss Institute of Comparative Law for legal research. In 1990, he enrolled as a doctoral candidate at the Law Faculty of Fribourg University, Switzerland where he received his Ph.D. in law in 1997. Mr. Zhang is fluent in English and French. He has extensive experience in advising European clients, particularly clients from French speaking countries investing or doing business in China. His main fields of practice include foreign investment law, company law, technology transfer and franchising, transfer of land use rights, tax law, banking law, electric utilities law, labour law, commercial law and settlement of international disputes. Mr. Zhang is also an active arbitrator of China International and Economic and Trade Arbitration Commission (CIETAC).

Boss & Young established in 1999, is a leading full-service Chinese law firm headquartered in Shanghai and with a branch office in Beijing. Since its inception, Boss & Young has demonstrated remarkable ability to navigate Chinas complex legal system, which simultaneously meets with the sophisticated needs and expectations of its predominately foreign clientele. Boss & Young provides comprehensive legal solutions to both Chinese and overseas clients across a broad range of domestic and cross-border transactions, particularly in the area of FDI and M&A. Boss & Young is adapt at advising the investment in China by overseas investors through sophisticated M&A strategies and has completed a number of milestone M&A transactions in the region.

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