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Business Law Firm in Shanghai, China

Angela Wang & Co.

Angela Wang & Co.

3708, 37/F, Westgate Tower
1038 Nanjing Road West

Shanghai 200041
China

Phone+86 (21) 62679773
Fax +86 (21) 62723877

Website www.angelawangco.com
E-mail  Contact Ms Angela Wang

Other Offices: Hong Kong  

Law Firm Overview

Angela Wang & Co. is a focused Greater China corporate commercial practice. Our defined objective is to provide discerning users of law firms with a firm of real legal capabilities at acceptable cost. Our dynamic team of lawyers adopts a creative and practical approach to commercial solutions, with special attention to good transaction management and close client involvement. We constantly put the needs of clients first.

We are a niche firm. We are focused on business law. Because we do not attempt to cover a full range of clientele and practice areas, we have been able to develop a thorough and in-depth understanding of our market sector, our clients and their requirements. We have the expertise. More than half of our lawyers are qualified and have practiced in two or more jurisdictions. We know the standards required by sophisticated business clients and are able to handle most inquiries from investors, entrepreneurs, listed and private companies, multi-national corporations, banks and financial institutions.

We ensure consistent high quality service. We work in closely supervised teams. No work will be passed to a junior lawyer to work unsupervised. With regular meetings and reports to clients, we ensure constant high standards and close communication with clients. We work within your deadlines. Our teamwork and carefully managed work allocation system ensure clients' instructions receive the attention and response they deserve.

We ensure value. We offer competitive fee rates. We also discuss client objectives to produce effective solutions and implement appropriate strategies instead of producing solutions which are suitable to the convenience of the handling lawyers. We are constantly improving our abilities. We are constantly reviewing and improving our client management, in-house technology, continuing legal and other training to keep adding value to and upgrading our know-how and service capabilities.

Year this Office was Established: 2002

Areas of Law


Additional Areas of Law: Capital Fund Raising; Hire Purchase & Leasing Finance; Loans & Credit Facilities; Trade Finance & Export Credits; Corporate Restructuring; Establishment of Wholly Foreign Owned Enterprises; Establishment of Representative Offices; Foreign Exchange; Management Buy-outs; Public Fund Raising & Private Placements; Registration of Funds; Regional Deals Structuring & Negotiations; Company Management & Secretarial Services; Incorporation of Companies in Hong Kong & All Major Offshore Jurisdictions; Provision of Nominee Directors & Shareholders; Asset Tracing; Banking Workouts; Liquidation & Receiverships; Schemes of Arrangement and Reconstruction; Brand Protection Strategies; Designs; Due Diligence & Intellectual Property Audits; Enforcement including Trademark, Cybersquatting Litigation, Registration with Customs & Counterfeiting Litigation; Nondisclosure Agreements.


Areas of Law Description

Angela Wang & Co provides legal representation and services in the following areas of practice:

- Banking and Finance

• Asset based financing
• Capital fund raising
• Financial services
• Hire purchase and leasing finance
• Loans and credit facilities
• Regulatory and compliance matters
• Standard banking forms
• Structured finance
• Trade finance and export credits

- Chinese Business

• Arbitration and other methods of dispute resolution
• Corporate finance, including stock exchange listings
• Corporate restructuring
• Due diligence
• Employment and labour law
• Establishment of equity and co-operative joint ventures
• Establishment of wholly foreign owned enterprises
• Establishment of representative offices
• Mergers and acquisitions
• Real estate development and sale
• Sale and purchase, distribution and manufacturing agreements
• Technology transfer and intellectual property protection and enforcement
• Taxation and foreign exchange

- Corporate and Securities

• Corporate finance including initial public offerings, takeovers
• Corporate restructuring and asset reorganization
• Corporate transactional and advisory matters
• Employment, incentive schemes and pensions
• Franchising and licensing
• International business transactions
• Management buy-outs
• Mergers, acquisitions and divestment, both domestic and multi-jurisdictional
• Public fund raising and private placements
• Registration of funds
• Regional deals structuring and negotiations
• Structuring investments, joint ventures and other commercial arrangements

- Corporate Services

• Banking services
• Company management and secretarial services
• Incorporation of companies in Hong Kong and all major offshore jurisdictions
• Listed company regulatory compliance
• Provision of nominee directors and shareholders
• Provision of registered office and registered agent
• Tax and accounting related services

- Trust, Tax and Estate Planning

• Advising on tax and fiscal planning matters
• Establishing trust structures for individual and corporate clients

- Information Technology

• Data protection (including databases and privacy)
• E-commerce and technology contracts
• Hardware supply and maintenance agreements
• Industrial technology and life sciences
• Software development agreements
• Website design agreements

- Insolvency

• Asset tracing
• Banking workouts
• Creditors' rights before and after insolvency
• Cross-border issues and recognition of foreign bankruptcy proceedings
• Directors' fiduciary duties and property transaction adjustment
• Insolvency procedure and business restructuring
• Liquidation (compulsory and voluntary) and receiverships
• Personal insolvency and voluntary arrangement procedures
• Schemes of arrangement and reconstruction (statutory or non-statutory)

- Intellectual Property

• Advice on selection and registrability of trademarks
• Brand protection strategies
• Copyright
• Designs
• Domain name registration and disputes
• Due diligence and intellectual property audits
• Enforcement including trade mark, unfair competition and cybersquatting litigation, registration with customs and counterfeiting litigation
• Licensing
• Nondisclosure agreements for employees and third parties
• Trademark registration and portfolio management
• Trade secret protection

- Litigation

• Alternative dispute resolution and arbitration
• Banking litigation, including documentary credits and enforcement of security
• Complex commercial crime
• Construction disputes
• Defamation and media law
• Employment disputes
• Foreign judgments; registration and enforcement
• Intellectual property litigation
• Personal injury and death related claims
• Product liability
• Property and tenancy disputes
• Public and administrative law
• Regulatory body inquiries
• Securities litigation
• Trust litigation and tracing actions



Partners

Angela Wang Ms. Angela Wang
Lawyer
Corporate Law, Financial Services Law, International Trade, Mergers and Acquisitions, China Business

  

More Information on Angela Wang & Co.

Shanghai, China Business Law Firm
Banking Lawyers in Shanghai, China
Shanghai, China Securities Solicitors
Corporate Lawyer in Shanghai, China
Shanghai, China Insolvency Solicitors
Estate Planning Law Firm in Shanghai, China
Shanghai, China Information Technology Lawyer
Angela Wang & Co. News and Publications

Articles Published by Angela Wang & Co.

 Hong Kong Court Orders Ernst & Young to Disclose PRC Audit papers

On 23 May 2014, the Court of First Instance ordered the Hong Kong office of Ernst & Young (“EY”) to produce, certain audit working papers and underlying accounting documents from its Chinese affiliate to the Securities and Futures Commission (“SFC”) pursuant to notices under section 183 of the Securities and Futures Ordinance (“SFO”).

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 Easier Rules for PRC Cross-Border Securities and Guarantees

On 12 May 2014, the State Administration of Foreign Exchange (“SAFE”) issued the Rules on Foreign Exchange Administration for Cross-Border Security (“Rules”) which became effective on 1 June 2014. The Rules relax government control of capital and simplify cross-border guarantee of loans and investment requirements in and out of the People’s Republic of China (“PRC”).

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 Probate & Estate – Executor’s Rights to Commence Legal Action Before Grant

Hong Kong has a large multi-national community and as a result, there is a huge number of international estates involving beneficiaries overseas or deceased domiciled abroad. Litigation involving foreign executors or beneficiaries are also very common. Recently, the Court of Appeal in the case of Nativivat v Nativivat [2013] considered an interesting question of whether an executor under a foreign will has the right to commence legal proceedings prior to obtaining grant of probate in Hong Kong.

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 Fair Dealing by Directors under Hong Kong’s New Companies Ordinance

Fair Dealing by Directors under Hong Kong’s New Companies Ordinance

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 Battle of the Famous Mark “LEXUS” in Hong Kong

On 19 March 2014, the Registrar of Trade Marks in Hong Kong dismissed the opposition application by the owner of well known automobile maker “LEXUS” against a Malaysian biscuit brand also named “LEXUS”. The latter mark was filed as a series of two marks by Munchy Food Industries Sdn Bhd (“Munchy”). This decision is highly significant to well known trademark owners and the Registrar’s detailed reasoning will likely be followed in future similar opposition cases.

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 China Reforms its Registered Capital System for Companies

The Standing Committee of the National People’s Congress amended the PRC Company Law which amendments came into effect on 1 March 2014. Most of the amendments relate to the reform of the paid-up registered capital system which aims to simplify the company registration process in the PRC.

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 Limitation on Enforcement of Judgment Debts in Hong Kong

Pursuant to section 4(4) of the Limitation Ordinance (Chapter 347) (“the Ordinance”), there is a time limit of 12 years for creditors to bring an action on a judgment debt from the date on which the judgment became enforceable. After expiration of the 12 years, no such action can be taken.

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 HK New Companies Ordinance : Changes to Directors’ Duties

The entirely new Companies Ordinance (Cap 622) (“New CO”) will come into force on 3 March 2014. We highlight the New CO’s major changes relating to registration of charges and private limited companies.

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 Shanghai Pilot Free Trade Zone - New Investment Opportunities in China

In the last few months, the establishment of the China (Shanghai) Pilot Free Trade Zone (“PFTZ”) has been widely published. More than 1,500 companies’ names have been pre-registered in the zone, within one month of its official establishment date, 29 September 2013. Depending on the practical implementing rules to be issued, the PFTZ may have great impact on the way foreign investments will be made in China.

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 HK New Companies Law : Key Changes relating to Private Companies

With a view to enhance corporate governance, facilitate business operations and modernise the legal infrastructure for incorporation and operations of companies in Hong Kong, a complex new Companies Ordinance (CO) was enacted and 12 pieces of subsidiary legislations on technical and procedural matters were introduced.

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 China Trademark Law Revamps

On 30 August 2013, the Standing Committee of the National People’s Congress passed amendments to the PRC Trademark Law (“Trademark Law”), which amendments are the most significant revision to the Trademark Law since it was last amended in 2001.

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 HK New Companies Ordinance: Registration of Charges

The long waited legislative process of the new Companies Ordinance (“New CO”) was completed on 17 July 2013 and the new law is now expected to be implemented from March 2014.

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 Intellectual Property Law - Rihanna sues Topshop over T-shirt

In around March 2012, Topshop, the fashion retailer, started selling a T-shirt with an image of Rihanna, a famous singer, on it. The image was a photograph taken by an independent photographer with whom Topshop had a licence but there was no licence from Rihanna. Rihanna contended that the sale of this T-shirt without her permission infringes her rights.

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 Amendments to the Trade Descriptions Ordinance in Hong Kong

To promote fair trade, enhance protection for individual consumers and to prevent unfair business practices in Hong Kong, the Trade Descriptions (Unfair Trade Practices) (Amendment) Ordinance 2012 was passed on 17 July 2012 to amend the Trade Descriptions Ordinance (Cap 362) (“TDO”).

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 Application of Laws to Foreign-Related Civil Relations

When negotiating a contract in China, one of the major concerns will be the governing law of the contract if a foreign party is involved as rights and obligations under the contract would be interpreted differently by different governing laws.

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 Further Update on Use of Personal Data for Direct Marketing in Hong Kong

The New Guidance on Direct Marketing issued by the Privacy Commissioner for Personal Data provides practical guidance on data users’ compliance with the new regulatory requirements for direct marketing under the new Part VIA of Hong Kong’s Personal Data (Privacy) Ordinance which came into effect on 1 April 2013.

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 Making of Enduring Power of Attorney

Most people will make a will to make arrangements in the event of death. However, medical advancements are making it more possible to stay alive whilst the patient may be mentally incapacitated and cannot manage his own affairs.

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 Amended Civil Procedure Law Provides Better Protection for PRC Litigants

The National People’s Congress adopted the revised PRC Civil Procedures Law (“New CPL”) on 31 August 2012, which law came into effect on 1 January 2013.

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 Contracts (Rights of Third Parties) Bill in Hong Kong

It has been argued that strict adherence to the doctrine of privity of contract produces unfair results. In many cases, the Court resorted to principles such as agency and trust to circumvent the doctrine of privity of contract.

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 Hong Kong Stock Exchange Guidance on Pre-IPO Investments

In October 2012, the Hong Kong Stock Exchange (“HKEx”) published two guidance letters on Pre-IPO investments and Pre-IPO investment in convertible instrument respectively. The purpose of the two guidance letters is to consolidate previous HKEx’s listing decisions on Pre-IPO investments and to set out its current practice when dealing with convertible instruments issued to Pre-IPO investors.

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 Proposed Amendments to the Chinese Labor Contract Law Regarding Employment of Dispatched Workers

Labor dispatching is a common method used by foreign invested enterprises in China to employ workers through labor dispatch agencies (“Agencies”) e.g. FESCO or CIIC.

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 Data Privacy in Hong Kong – New Rules for Direct Marketing

The data privacy law in Hong Kong underwent a microscopic review a result of the Octopus card case of unauthorized sale of customers' personal data and greater awareness of individual's privacy rights in today's rapid changing technology.

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 Major Rewrite of Hong Kong Companies Legislation

On 12 July 2012, the Hong Kong Legislative Council passed the much awaited new Companies Ordinance that substantially and comprehensively overhauls the old Ordinance. This is a significant milestone given that the last major reform of the Companies legislation was more than 2 decades ago.

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 New Statutory Rules on Disclosure of Price Sensitive Information in Hong Kong

In order to maintain the integrity of Hong Kong stock market and to ensure a fair and informed market, a new Part XIVA of the Securities and Futures Ordinance (“SFO”) which imposes new statutory obligations on listed corporations and their officers to disclose price sensitive information (“PSI”) to the public will come into effect on 1 January 2013.

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 CIETAC Launches New Arbitration Rules

The China International Economic and Trade Arbitration Commission (“CIETAC“) is the main arbitration body for sino-foreign disputes in China. Its existing rules have been in use since 2005, and a set of new Arbitration Rules have just been published and they came into effect on 1 May 2012 (the “2012 Rules“).

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 Introducing the New Competition Law in Hong Kong

The Competition Ordinance was finally passed on 14 June 2012 after more than 10 years of public consultation and intense legislative council debates. The law which introduces a general prohibition on cartel behaviour and other anti-competitive conduct, as opposed to industry specific anti-competition rules, is expected to have a significant impact on businesses that are used to a free market economy in Hong Kong.

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 Proposed Changes to the Trustee Ordinance and Related Matters in Hong Kong

To promote Hong Kong as Asia’s major asset management center and to attract more local and overseas settlors to choose Hong Kong law as the law of their trusts and to administer their trusts in Hong Kong, the Financial Services and the Treasury Bureau released its Consultation Conclusions on Review of the Trustee Ordinance and related matters (“Conclusions”) in February 2010 and its Consultation Paper on Detailed Legislative Proposals on Trusts Law Reform (“Legislative Consultation”) March 2012.

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 The Battle for the “iPad” Mark in China

The huge publicity of the trademark disputes in China relating to the mark “iPad” associated with Apple Inc (“Apple”) has aroused tremendous public interest and increased awareness in the protection of intellectual property rights like brand names and trademarks in this part of the world. The background relating to Apple’s acquisition of the “iPad” mark worldwide is a fairly typical one and the ongoing dispute between the parties are discussed below.

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 No “No Win, No Fee” or Contingency Fee Arrangement in Hong Kong

Many times as solicitors we have been asked if we would accept our fees on a contingency basis with some clients proposing a certain percentage share of the claim or damages that they hope to receive in the event of success of their claim. Whilst such a fee arrangement may be permitted in some other jurisdictions, it is still prohibited in Hong Kong.

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 China’s Revised Foreign Investment Catalog Comes into Effect

The 2011 revision of the China’s Foreign Investment Industry Guidance Catalog (“New Catalog”) was issued jointly by the National Development and Reform Commission and the Ministry of Commerce on 24 December 2011 and it came into effect on 30 January 2012. The Foreign Investment Industry Guidance Catalog is an important reference for foreign investments in China.

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 Stepping Up on Corporate Governance of Listed Issuers in Hong Kong

In line with the trend towards higher level of corporate governance and more accountability of listed issuers and their directors in many other countries, the Hong Kong Stock Exchange (the “Exchange”) released its Consultation Conclusions on Review of the Corporate Governance Code (“Code”) and Associated Listing Rules (the “Conclusions”) on 28 October 2011.

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 Proposed Changes to the Hong Kong Mandatory Provident Fund Schemes

The Hong Kong Mandatory Provident Fund (“MPF”) Schemes has been in place since 2000 and as at December 2011, 85% of the total workforce in Hong Kong are covered under different retirement schemes. Pursuant to the MPF Schemes Ordinance, the Government has reviewed the MPF and is taking steps to amend the MPF Schemes in line with the interests of existing and potential scheme members.

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 Trademark Infringement Issues in China’s OEM Business Model

OEM (Original Equipment Manufacturing) also referred to as “label manufacturing” or “label processing” in China involves a business model in which an overseas product owner (“consignor”) engages a domestic manufacturer (“consignee”) to manufacture products on which a foreign trademark owned by that consignor will be labelled.

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 Directors’ Fiduciary Obligation and the Law on Improper Purpose

In the recent Hong Kong case of Passport Special Opportunities Master Fund, LP v eSun Holdings Ltd [2011] 4 HKC 62, the court examined the law of improper purpose in relation to fiduciary obligations on directors, when deciding whether or not, and in what manner, to embark on an issue of new shares.

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 PRC Broadens the Use of Offshore RMB for Direct Investments

To further encourage foreign investments into the PRC, the Ministry of Commerce published a Circular extending the cross border use of Renminbi (“RMB”) for direct investments into PRC (Shang Zi Han [2011] Number 889) (the “Circular”) on 12 October 2011. Pursuant to the Circular, foreign investors are now allowed to use RMB proceeds legally obtained overseas for investments into PRC. The Circular is also applicable to Hong Kong, Macau and Taiwan investors.

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 Reform on Hong Kong’s Charity Law

Introduction - There are over 6,000 charities in Hong Kong, responsible for raising more than HK$ 8 billion dollars in the fiscal year 2008-2009. However, the charity sector lacks a comprehensive framework for the establishment and regulation of charities as compared to other overseas jurisdictions.

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 Proposals for Strengthening Copyright Protection in the Digital World – Hong Kong Copyright (Amendment) Bill

Since 2006, Hong Kong has considered different proposals for copyright reform to facilitate the development of copyright protection and to cope with the rapid changing digital environment in Hong Kong.

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 Contempt of Court for False Statement of Truth in Hong Kong

The 2009 Civil Justice Reforms introduced a requirement that pleadings, witness statements, expert reports and other documents be verified by a statement of truth so as to ensure that documents put before the court accurately reflect the true case of a party. A statement of truth is a statement that the party putting forward the document believes that the facts stated in the document are true.

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 Anti-Monopoly Civil Procedure in China - Who Can Be the Plaintiff?

One of the major considerations in establishing the anti-monopoly civil litigation regime in China is to determine who has the standing to initiate anti-monopoly proceedings.

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 Selling of Structured Products Now More Restricted in Hong Kong

The bankruptcy of Lehman Brothers saw thousands of retail investors in Hong Kong with their savings evaporated and subsequent questions raised about mis-selling of financial products to the public.

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 Hong Kong Puts Up Reverse Mortgage for Elderly Homeowners

The Hong Kong Mortgage Corporation Limited (“HKMC”) launched a pilot reverse mortgage scheme on 11 July 2011, which scheme is designed for elderly people and aims to provide the ageing population in Hong Kong an alternative means to raise cash to meet their daily and medical expenses using their dwelling place as collateral.

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 Due Execution of Documents under Seal by PRC Companies for Use in Hong Kong

The recent Hong Kong case of Wang Zhidun v Tsoi Ming Pui [2011] 3 HKC 314 highlights the importance of ascertaining due execution of documents by contracting parties especially those from mainland China to ensure validity, binding effect and enforceability of the documents.

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 China’s New Provisions on Anti-price Monopoly and Related Law Enforcement Procedures

The competition law in the People's Republic of China ("PRC") is embodied in the Anti-Monopoly Law (the "AML") which was implemented in 2008.

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 “Shadow Companies” and Infringement of Intellectual Property Rights in Hong Kong

A “shadow company” is a company incorporated with a company name similar or identical to another’s trademark or trade name and without authorization by the trademark or trade name owner. These shadow companies often do not carry on any active business in Hong Kong and are established only for the purposes of engaging in counterfeiting activities in Mainland China or elsewhere and cashing in on the purported connection with famous trademarks or trade names.

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 Liability of Internet Service Providers and Website Hosts for Defamation

Whilst the author of a defamatory message published on the internet can be held liable for defamation, so can internet service providers (ISPs) and other intermediaries such as the provider, administrator and manager of a website on the internet.

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 New Security Review for M&A of Domestic Companies in China

To strengthen control over inbound foreign investments into the country, the State Council of the People’s Republic of China (“PRC”) on 3 February 2011 issued a Circular on the Establishment of National Security Review Mechanism on Foreign Investors’ Mergers and Acquisitions (“M&A”) of Domestic Enterprises in PRC (“Circular”). The Circular was implemented on 5 March 2011.

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 Companies Ordinance Rewrite: Registration of Charges and its Effect on Lenders - Hong Kong

In addition to the Companies (Amendment) Bill 2010 which was passed on 7 July 2010, Hong Kong has also taken steps since 2006 to rewrite the Hong Kong Companies Ordinance (“CO”) and the Companies Bill was finally introduced to the Legislative Council on 26 January 2011. The Bill is intended to update and modernize the CO and improve the competitiveness of Hong Kong as an international financial center.

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 Recent Changes to the Hong Kong Companies Ordinance

The Companies Ordinance of Hong Kong (“CO”) has been amended by the Companies (Amendment) Ordinance 2010 (“Amendment Ordinance”) in July 2010 and its principal purpose is to launch the electronic company incorporation and to implement a one-stop electronic company and business registration service in Hong Kong.

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 Hong Kong Sets Minimum Wage

After much heated debate that lasted 41 hours in the Hong Kong Legislative Council, the Minimum Wage Ordinance (“Ordinance”) was passed on 17 July 2010 and will come into force on this year’s Labor Day holiday, 1 May 2011.

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 New Arbitration Regime in Hong Kong

Hong Kong’s new Arbitration Ordinance was passed by the Legislative Council in November 2010 and is expected to come into force early this year.

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 “Honest Concurrent Use” as a Ground to Overcome the Refusal of Trademark Registration in Hong Kong

Honest concurrent use is one of the uncommon grounds a trademark applicant in Hong Kong can rely on to overcome an objection to a trademark registration that conflicts with, or would take unfair advantage of, or would be detrimental to, an earlier mark.

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 Supreme People's Court's New Interpretation on the Applicable Law for the Trial of Labor Disputes Cases - China

New Interpretation of the Supreme People's Court on Several Issues concerning the Applicable Law for the Trial of Labor Disputes Cases

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 Protecting Your Personal Data in Hong Kong

The revelation of the sale of customers’ personal data by Octopus Holding Ltd, the leading electronic payment company in Hong Kong, to third party business partners for direct marketing purposes has sparked widespread public concerns over major privacy breaches by personal data collectors here.

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 Amendments to the Connected Transaction Rules of the Hong Kong Stock Exchange Listing Rules

In May 2010, the Hong Kong Stock Exchange (the “Exchange”) released its Consultation Conclusions on proposed changes to connected transaction rules which included a review on the definition of connected person, provided exemptions for connected transactions which are immaterial or involve persons not in a position of significant influence, etc.

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 Introducing the New Competition Law in Hong Kong

After years of consultations, the Hong Kong Government submitted the long waited Competition Bill (the “Bill”) on 2 July 2010 to the Legislative Council for debate in the coming 2010-2011 session.

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 Listing on the Hong Kong Stock Exchange by Introduction

Listing on the Hong Kong Stock Exchange by way of introduction received some attention recently as a result of the suspension of trading in the shares of Asian Citrus Holdings Ltd, China’s biggest orange plantation just 2 hours after trading on the opening day and in June 2010, the listing of London listed insurer Prudential PLC where Prudential added another trading venue in Hong Kong without raising additional funds as no new shares were issued in Hong Kong.

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 New Tax Changes for Representative Offices of Foreign Enterprises in China

Although representative offices (“RO”) are legally only allowed to conduct limited activities in China e.g. liaison, research and marketing for their foreign holding companies, it has been a popular form of business entity for foreign companies to set up due to its simple registration requirements and no registered capital payment is needed. Recent changes to the tax rules for ROs may however affect this trend.

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 Imminent Reform of Hong Kong Companies Legislation

The Hong Kong Companies Legislation is on the verge of a major overhaul. The Hong Kong Companies Ordinance was last substantially reviewed and amended in 1984 and is largely based on the UK Companies Act 1948 and some of its subsequent reforms, such as those in the UK Companies Act 1976. A thorough review of the legislation is now overdue and it needs to be urgently updated and modernized.

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 Taxation of Individuals Working in Hong Kong and Mainland China

The Mainland and Hong Kong signed an Arrangement between them for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Arrangement”) on 21 August 2006 to eliminate any situation of double taxation that might otherwise be faced by a Mainland or Hong Kong investor or resident in the conduct of cross border activities.

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 Succession – Which “Mother” is Entitled to Inherit under the Intestates’ Estates Ordinance? - China

In the late 1940s, Mr Tsang Kei Hung (“Mr Tsang Senior”) married Madam Leung according to Chinese customs and she gave birth to 3 children, one of them was Dr Tsang. Later, in the early 1950s, Mr Tsang Senior took Madam Ho as his concubine also according to Chinese customs.

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 Banking: Duties of Banks and Lawyers in Non-Commercial Transactions - Hong Kong

In the Hong Kong Court of Appeal case of Wing Hang Bank Ltd v Kwok Lai Sim & Others, the security document signed by the surety/security provider in a “non-commercial” transaction was set aside, the bank’s claim against the security provider was dismissed and judgment was entered against the solicitors acting for both the bank and the surety/security provider for breach of duty of care as solicitors.

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 Companies Law – Winding Up of an Unregistered Foreign Company in Hong Kong

A company was incorporated in the Cayman Islands and its shares were listed on the main board of the Singapore Exchange Securities Trading Limited.

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 Employment Law – Application of the Implied Anti-avoidance Term in Hong Kong

In the United Kingdom, there appears to be an emerging trend of recognizing the implied anti-avoidance term in employment contracts. An anti-avoidance term is defined by Cabrelli in “Discretion, Power and the Rationalisation of Implied Terms” as a term that has the effect of binding employers not to engage in tactics which evade the operation of an express term conferring a certain or conditional benefit on the employees.

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 New Circular Clarifies Definition of “Beneficial Owner” in China Tax Treaties

The term “beneficial owner” has been used in various tax treaties between mainland China and other foreign countries (including the double taxation arrangements with Hong Kong and Macao) and the status is often a pre-requisite for non-resident enterprises claiming preferential tax treatment in the PRC.

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 Practice of Mediation in Hong Kong Kicks In

Mediation is set to become entrenched as a primary means of alternative dispute resolution (ADR) in Hong Kong with two practice directions coming into effect on 1 January 2010.

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 Revisiting the Reform for Corporate Rescue Procedure - Hong Kong

The options currently available in Hong Kong to rescue a company include only 3 options.

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 IP Law – Application for Norwich Pharmacal Relief in respect of Online Infringement of Copyright - China

The growth of online copyright infringement has posed serious challenges to copyright owners and more of them are now relying on the “Norwich Pharmacal” discovery order to require disclosure of the identity of infringers from online service providers.

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 New Measures for Fixed Asset Loans - China

Amid concerns that the easing of monetary policy by the Central Chinese government in early 2009 have caused monies to be channeled to speculation in shares and real estate instead of the real economy and of the increasing risk of asset bubbles and bad loans, China Banking Regulatory Commission (“CBRC”) issued the Tentative Measures for the Administration of Fixed Asset Loans (the “Measures”) on 23 July 2009.

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 Property Law – Revised Guidelines on Sales Brochures - China

Prospective buyers of new apartment developments in Hong Kong are often misled by artists’ impressions of grand clubhouses, photos of unobstructed sea views or lush greeneries appearing in sales brochures even though the development sites are actually located near public residential housing, landfill sites or sewage treatment plants.

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 Securities Law – Can a Shareholder Bring Proceedings on Behalf of the Company?

Grand Field Group Holdings Limited (the “Company”) was listed on the Hong Kong Stock Exchange and carried on the business of property development and sales in China through its subsidiaries.

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 Short Guide to Employers on Racial Discrimination Ordinance - China

The Racial Discrimination Ordinance (“RDO”) which was passed in July 2008 finally came into force on 10 July 2009.

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 Securities Law – Disqualification Order under the Securities and Futures Ordinance

Ong Hong Hoon (“Ong”) was the executive director of GP NanoTechnology Group Limited, formerly known as Guang Ping NanoTechnology Group Limited (the “Company”) previously listed on the Growth Enterprise Market (“GEM”) of the Stock Exchange of Hong Kong Limited (“HKSE”) and de-listed in June 2005. Ong was also the chief executive of the Company and its subsidiaries (the “Group”) and had responsibility for the overall daily management of the Group.

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 Supreme People’s Court Issues 2nd Interpretation of Contract Law

On 13 May 2009, the Supreme People’s Court (“SPC”) of the People’s Republic of China (“PRC”) issued an “Interpretation on Several Issues concerning the application of the PRC Contract Law (2)” (“Interpretation”). This second interpretation of the Contract Law aims to clarify some of the vague and controversial provisions in the existing Contract Law, promulgated on 1 October 1999.

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 Mediation Under CJR and its Effectiveness - Hong Kong

Under the reformed Hong Kong civil procedural rules which came into effect on 2 April 2009, one of the most important changes is the emphasis on the use of alternative dispute resolution to settle or resolve disputes. Mediation as a form of alternative dispute resolution will increasingly become an important feature of dispute resolution in Hong Kong.

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 IP Law – Hong Kong Court Allowed NAKED Brand for Condoms to be Registered

On 9 January 2009, the Court of First Instance in Hong Kong allowed an appeal by Creative Resources LLC (“Creative Resources”) against the Trade Marks Registrar (“Registrar”) for his refusal to register the trade mark “NAKED” in Class 10.

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 New Guidelines Now Allow PRC Banks to Extend M&A Loans

To promote the expansion of PRC companies domestically and internationally by mergers and acquisitions in the current global economic crisis, the China Banking Regulatory Commission has promulgated the “Guidelines on Risk Management for Loans extended by Commercial Banks for Mergers and Acquisitions” (the “Guidelines”) on 6 December 2008.

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 Property Law - The Land Titles Registration in Hong Kong

Since 1844, land transactions in Hong Kong have been operating on a deeds registration system governed by the Land Registration Ordinance (Cap.128). Under this regime, a purchaser’s solicitor has to review historical title documents to establish good title to land, which process is very complex and costly.

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 Overview of Civil Justice Reform in Hong Kong

After nearly a decade of preparation, the Civil Justice Reform (CJR) will finally come into effect on 2 April 2009. The sweeping changes that will be introduced in the civil procedure rules will revamp the civil justice system and change significantly the way litigation is practiced in Hong Kong.

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 People’s Republic of China Now Allows Capital Contribution by Equity

In a move welcomed by both domestic and foreign investors, the State Administration of Industry and Commerce (“SAIC”) promulgated the “Administrative Measures for Registration of Capital Contribution by Equity Stock” on 14 January 2009 (“Measures”) and the Measures became effective on 1 March 2009.

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 IP Law – The New Trade Descriptions Law in Hong Kong

Hong Kong is an internationally well-known “Shoppers’ Paradise” and its tourism industry has always been important to its economy. With the relaxation of Mainland China individual’s travel policy to Hong Kong, Hong Kong has become a shopping hot spot for Mainland Chinese but at the same time the Hong Kong Consumer Council received a record 42,000 complaints mainly from Mainland Chinese in 2008 for malpractices by unscrupulous retailers.

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 Securities Law - Application for Resumption of Trading on Hong Kong Stock Exchange

The following is a case review. Sanyuan Group Ltd (“Sanyuan”) which was a listed company on the Hong Kong Stock Exchange (“HKSE”) and together with its subsidiaries (the “Group”) were previously engaged in transportation, property investment and pharmaceutical/health care businesses.

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 PRC Provides Filing Thresholds for Business Concentration in China

The Anti-Monopoly Law (the “Law”) of the People’s Republic of China (“PRC”) came into effect on 1 August 2008. Two days later, the State Council promulgated the “Regulations of Filing Standards for Concentrations of Operators” (the “Regulations”) to provide the thresholds above which operators must report business concentration to the Anti-Monopoly Bureau of the Ministry of Commerce (the “MOFCOM”).

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 Property Law - New Definition of Saleable Area in Hong Kong

Home-buyers in Hong Kong have for the longest time been short changed in the actual living space of apartments they bought, as common areas of housing development here until recently have been included in the calculation of the size of apartments for sale.

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 The Credit Crunch and Increasing Disputes

The casualties of the sub-prime crisis have so far been confined to financial institutions and investor confidence is at an all time low despite unprecedented measures by central banks around the world injecting hefty funds to shore up financial institutions and large corporations except for Lehman Brothers. In recent weeks, the Hang Seng index fell to a level not seen since the SARS crisis and a malicious SMS was enough to spark a run by depositors on a major bank in Hong Kong.

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 Employment Law: Collection of Employees’ Past Medical Records Is Legal - China

In late 2005, the largest airline company in Hong Kong, Cathay Pacific Airways Limited (“CX”), implemented a program requiring its cabin crew members who took long or frequent sick leave to disclose their medical records in the past 12 months.

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 Qualified Foreign Institutional Investors in China

As at the end of August 2008, there were 65 “Qualified Foreign Institutional Investors” (“QFII”) approved in China. QFII was allowed into China’s securities market pursuant to the Provisional Measures for Administration on Domestic Securities Investment in China by QFII (“Provisional Measures”) issued by the China Securities Regulatory Commission (“CSRC”) and the People’s Bank of China (“PBC”), effective from 1 December 2002.

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 The Arbitration Clause in a Series of Contracts - China

Often, parties to a contract may agree that any dispute relating to the contract will be resolved by way of arbitration.

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 Duties and Liabilities of Listed Companies’ Directors in Hong Kong– An Overview

In line with global trend towards a higher standard of corporate governance based on the principles of integrity, transparency and accountability, the duties and liabilities of the directors of the listed companies in Hong Kong (the “Directors”) have therefore become more stringent over the past few years.

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 Further Opening of the Mainland Market to Hong Kong Companies under CEPA 5

CEPA is a free trade agreement signed between Hong Kong and mainland China, the main text of which was signed on 29 June 2003.

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 New Racial Discrimination Laws in the Hong Kong Workplace

Hong Kong, already has specific laws against discrimination by gender, family status, and disability. Now, through the Race Discrimination Bill racial discrimination in the workplace has been made illegal, and this article explains the provisions concerning employment.

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 Easing of Restrictions on Foreign Participation in PRC Securities Joint Ventures

This article outlines how the China Securities Regulatory Commission (“CSRC”) relaxed China’s restrictions on foreign participation in securities companies.

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 Banking Law: Undue Influence and Effect on Banks

Marital homes are often purchased in the joint names of husbands and wives. It is also common that the husband would get a bank loan and mortgage the marital home as security. In such circumstance, the wife as joint owner will be required by the mortgagee bank to stand surety for the loan.

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 The New Anti-Monopoly Law in China

After over 13 years of drafting, the long awaited Anti-Monopoly Law of the People’s Republic of China (“PRC”) (“Anti-Monopoly Law”) was finally promulgated by the Standing Committee of the Tenth National People’s Congress on 30 August 2007. The Anti-Monopoly Law will come into effect on 1 August 2008 and aims to provide a comprehensive framework for regulating market competition in the PRC.

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 Parallel Importation of Goods in Hong Kong and Mainland China (Part II – Mainland China)

Unlike the position in Hong Kong, the major laws and regulations governing the protection of intellectual property rights in Mainland China do not explicitly set out restrictions on parallel importation.

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 Update on Reciprocal Recognition and Enforcement of Certain Judgments in China and Hong Kong

On 14 July 2006, the Hong Kong and PRC authorities announced the signing of the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong SAR Pursuant to Choice of Court Agreements between Parties Concerned (“the Arrangement”).

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 Parallel Importation of Goods in Hong Kong and Mainland China (Part I - Hong Kong)

Parallel import means the import of goods from elsewhere for resale in Hong Kong. Different from pirated or counterfeited goods, they are manufactured by or with the authority of the intellectual property rights owners (eg trademark or copyright owner) and are legitimately produced and marketed abroad.

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 The Revised Investment Catalogue and New Foreign Investment Guidelines for China

The total foreign investment into China for the first 9 months of 2007 amounted to about US $47 billion, an increase of 10.9% from 2006.

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 Tackling Unsolicited Electronic Messages in Hong Kong

Hong Kong like many other open economies is vulnerable to the problems caused by unsolicited electronic messages ("SPAM"). It is estimated that over 60% of all emails received in Hong Kong are UEMs and over 99% of the UEMs come from outside Hong Kong. Recipients of UEMs suffer the inconvenience of work interruptions, additional expenses like wasted fax papers and roaming telephone charges, additional time in sorting spam mails etc.

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 Reviving the Dead Company in Hong Kong

In Hong Kong, if a company is dissolved following compulsory or voluntary liquidation, the court may declare the dissolution void on the application of any person interested within two years of the date of dissolution (Section 290(1) Companies Ordinance (Cap 32)). Such two year period may even be extended upon application under section 290(1A). Company¡¦s shareholders and directors may therefore not rest in peace even after a Company has been officially dissolved.

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 Key Changes Affecting Employers Under the New PRC Labour Contract Law in China

After more than 2 years of consultation and redrafting, the Standing Committee of the National People's Congress finally passed the new PRC Labour Contract Law (the "New Law") on 29 June 2007.

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 Understanding Islamic Banking

Islamic banking is often thought to be financing the needs of the Muslim community only. In fact, it really refers to a system of banking activity that is consistent with Islamic principles and following the Islamic economics.

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 Design Registration and Copyright Protection in Hong Kong - A Comparative Study

If a designer has designed a teapot with a new shape and configuration and intends to manufacture his teapot according to his drawings in the future, how can he prevent others from infringing his design for profits? There are two possible ways in Hong Kong: registered design and copyright protection.

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 New Double Taxation Arrangement between Hong Kong and Mainland China

On 21 August 2006, the Mainland government and the Hong Kong SAR government signed an "Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income" (the "New Arrangement").

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 Effective Cure to Infringements of Intellectual Property Rights in Hong Kong: Interlocutory Injunction

The Hong Kong Toys and Games Fair is the second largest toy fair in Asia. In 2007, it was held in early January at the Hong Kong Convention and Exhibition Centre with over hundreds of exhibitors participating.

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