一、简介
商界纠纷不可避免，找到既迅速又符合经济效益的争议解决方法至关重要。
香港作为亚洲最国际化的城市，是一个充满活力及东西方融合的大都会。香港给世界各地的企业家提供了一个公平竞争的平台，吸引了众多受过良好教育及技术精湛的工作人员；香港占据了无与伦比的地理位置——它是通往中国的门户；香港秉承法治理念，并以政府廉洁而被称道；香港推行低税率并投资兴建了世界一流的基础设施；香港保障信息自由流通及国际化的生活方式[i]。Continue Reading 香港的法律制度及解决商业纠纷的民事诉讼程序（1）
By Zhang Yi, Alan Du and Hu Xia King & Wood Mallesons’ Corporate Group Shanghai Office
Recently, it was reported by various media sources that the National Development Reform Commission (NDRC) had issued certain policies requiring an RMB fund (the ‘FIE GP Fund’) with a foreign invested enterprise (the ‘FIE’) acting as the general partner (the ‘FIE GP’) and domestic investors (exclusive of FIEs established in China) acting as limited partners to be regarded as a foreign investor. Being defined as a foreign investor means that the portfolio investments of such a FIE GP Fund shall be subject to foreign investment approvals, which are read by the public as referring to the approvals from the Ministry of Commerce or its local counterpart (MOFCOM).
International private equity firms often structure their RMB funds in the form of FIE GP Funds, as a result this news caused great concern among them because their RMB funds will be defined as offshore funds in regard to making portfolio investments and as a result there will probably be little chance of raising new RMB funds in the form of FIE GP Funds.
Continue Reading NDRC reply on RMB Fund with FIE GP
By Renee Gu King & Wood Mallesons’ Dispute Resolution Group
This article continues to discuss The Legal System and Civil Procedure for Commercial Dispute Resolution in Hong Kong. The first part of this article was published on Chinalawinsight on May 2012.
VIII．Summary Judgment
As an alternative to resolving a dispute by way of a full trial, it may be an option to apply for a summary judgment. The purpose of the summary judgment is to give judgment before trial to a plaintiff, where the defendant has no defence to the claim[i].
Continue Reading The Legal System and Civil Procedure for Commercial Dispute Resolution in Hong Kong (Part II of II)
By Renee Gu King & Wood Mallesons’ Dispute Resolution Gourp
I．Introduction
Commercial disputes are inevitable in the commercial world. It is often crucial to find the most cost-effective and expeditious way to resolve the dispute.
Hong Kong is Asia’s most international city with a vibrant and cosmopolitan community where East meets West, the key attributes of which include a level playing field for entrepreneurs of all nationalities; an educated and skilled workforce; an unrivalled location as the gateway to China; the rule of law being upheld and respected by a clean government; low taxes funding world class infrastructure; a free flow of information; and international lifestyle[i].Continue Reading The Legal System and Civil Procedure for Commercial Dispute Resolution in Hong Kong (Part I of II)
By Liu Xiangwen and Xu Xianhong King & Wood Mallesons’ Dispute Resolution Group
International commercial disputes have an extensive scope, involving matters such as international sale of goods, mergers and acquisitions, private equity investments, and construction. The so-called international commercial dispute resolution cases dealt with by Chinese lawyers means those related to China and foreign countries, the main factors of which occurred either in China or in other countries. Due to the main characteristic of cross-border issues, international commercial dispute resolution is distinguished from domestic dispute resolution.
In the past, the parties in international commercial activities paid less attention when choosing options for dispute resolution, which were indicated by the fact that there were often no dispute resolution clauses in their contracts, or even where there were such provisions, they were poorly drafted. This situation has improved substantially according to recent cases we have dealt with.Continue Reading Options for International Commercial Dispute Resolution
国际商事争议的范围很广，涉及国际货物买卖、并购、PE投资、工程建设等诸多领域。但是简言之，中国律师所处理的“国际商事争议”，指的是同时具备中国和外国因素的商事争议，其主要事实可能发生在中国国内，也可能发生在国外。由于其跨国性的基本特点，国际商事争议的解决方式与国内争议有明显的区别。
在处理案件的过程中，我们发现国际商事活动的当事人越来越重视争议解决方式的选择，之前在合同中没有争议解决条款或者争议解决条款不规范的情况有所改观。Continue Reading 刍议国际商事争议解决方式的选择
By King & Wood’s Corporate Group
（中国語原文「关于进一步明确和规范部分资本项目外汇业务管理有关问题的通知」）
クロスボーダーの資本流動による金融リスクを防止し、国際収支の基本的均衡を図るため、国家外貨管理局は、本通知を発し、外貨資本金の支払・人民元転、外債借入、土地保証金口座、個人資産現金化専門外貨口座に関する規制を強化した。
By Zeng Xianwu King & Wood’s Foreign Direct Investment (FDI) Group
Since the reform and opening-up policy was introduced in 1978, especially in the past ten (10) years, the People’s Republic of China (the "PRC" or "China") has undergone significant changes. China is a growth engine for the worldwide economy, fueling global expansion via higher output and trading relationships with other nations as well as greater contributions from domestic consumption. Over last nine (9) months of 2011, China has already attracted contractual inbound foreign direct investment of USD177.8 billion. Notwithstanding China’s status as one of the world’s largest economies, and the massive amounts of foreign money invested in China, the basic laws and rules in China governing foreign investment seems mysterious for those who want to invest in China or are accustomed to laws of their countries.Continue Reading Overview of Doing Business in China
自1978年改革开放以来，特别是最近十（10）年，中华人民共和国（“中国”）发生了巨大变化。中国成为世界经济的增长引擎，通过其日益强劲的出口、与其他国家日益密切的贸易合作关系以及国内消费的增长，为世界经济发展加油。在2011年的前（九）9个月，中国已经吸引了1778亿美元的合同外资金额。尽管中国是全球最大经济体之一，并且吸引了规模巨大的外资到中国进行投资，然而，中国有关外商投资的基本法律法规，对于那些想到中国投资的或者熟悉其本国法规的外国投资者而言，却似乎仍显得神秘。为使您对中国的政治体制、法律制度和投资环境有更好的了解，我们在本文中对中国的商业法律环境进行了简要概述，以供参考。Continue Reading 外商在中国投资综述
By Zeng Xianwu Bai Lihui King & Wood’s Foreign Direct Investment (FDI) Group
To achieve the initial public offering (“IPO“), there are two options for Chinese companies, onshore listing (also known as A-share listing) and offshore listing (also known as red-chip listing). Since the conditions and qualifications for A-share listing are usually a little higher and the procedure is more time-consuming than for the offshore listing, Chinese companies which cannot meet the A-share listing’s requirements or which need to complete IPO rapidly, usually would prefer the red-chip listing. For the red-chip listing, there are two commonly-used structures for Chinese companies: the straight-forward offshore listing structure and the VIE structure. In addition, for the purpose of attracting foreign investors and for circumventing restrictions on foreign direct investment, during the Pre-IPO restructuring, the VIE structure is also widely used by Chinese companies and foreign companies alike.
In 2011, after a series of public events, the variable interest entity (“VIE“) structure re-attracted a lot of attention and concerns from the PRC authorities, entrepreneurs, investors and other market participants. This essay will describe the circumstances in which the VIE structure was created, how it has been used and the changes in the regulatory environment which might affect the feasibility of utilizing the VIE structure.Continue Reading Variable Interest Entity Structure in China
