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Legal Services Vital in Facilitating Listed Company's M&A and Restructuring Projects

Grandall Law FirmRelease Date: 2010-12-03

December 3, 2010 - China - Recently, the Report on the Development of the PRC Capital Market's Legal System (2009) was officially released by the China Securities Regulatory Commission (CSRC).  In the said Report, the Section called “Lawyers' Supervision – Report on the Development of Securities-Related Legal Services in 2009” clearly  indicated that with the rapid development of China's capital market, both law firms  and lawyers engaging in securities-related business have expanded their practice areas and had created new kinds of services. In addition to that, both lawyers and law firms not only had to perform their duties as “gate-keepers” for such function as control and standardization, but also played an important role in facilitating the smooth development of the market and maintaining the investors' lawful rights and interests..The in-depth exploration of innovative M&A / restructuring mode of listed company for the purpose of supporting the M&A and restructuring works of listed company is also a major feature of securities-related legal services in 2009.

In order to change the development mode and to facilitate the stable development of China's economy, since 2009, Chinese government continued to focus on facilitating the industrial restructuring and revitalization plan, and has offered great support (in term of policy) for the entire listing, horizontal integration and industrial upgrading of large-scale central enterprises.  Meanwhile, affected by the financial crisis, stocks in China's capital market have been undervalued, which had led to a good opportunity for listed companies' M&A and restructuring projects.  In 2009, China's capital market witnessed a dynamic period for listed companies' M&A and restructuring activities.  According to the official statistics of the Legal Affairs Department of CSRC, 56 listed companies reorganized their major assets and the transaction value was  totaled to approximately RMB369.35 billion. Among that, market innovations (such as experimental separation of listed companies) often involve huge amount and complex structure of transactions.  Due to such unprecedented market innovations and lacking of experience, legal supports are therefore of huge importance and inevitable.  With solid expertise and extensive experiences, the relevant law firms and lawyers participated in the whole process of M&A and restructuring activities of listed companies, including formulation of M&A or restructuring plans, internal review and discussion, administrative approval and detailed implementation.  During these period, the lawyers have fully performed their functions as professional consultant and compliance controller in the course of providing high-quality legal services.  In particular, the successful completion of the separation project of Northeast Expressway is a typical example for resolving complex matters by market-oriented means, which offered great support for the development and stability of capital market.  In the aforesaid Report, the Legal Affairs Department of CSRC highlighted that “As Northeast Expressway's legal counsel, Grandall Legal Group, Shanghai Office,  had prepared and issued major legal documents (such as the plan for separated listing, internal decision-making documents, legal opinions, etc.) for Northeast Expressway, and, in order to assure the compliance and feasibility of such plan and legal opinions, Grandall not only understood and applied the laws appropriately, but also communicated with the regulatory authorities in respect of those issues that were not clearly specified under the laws.  Grandall has offered great support to facilitate the stable implementation of the project.”

As its reform and development goes further and deeper, China's capital market is entering into a new era, and, with the continuous launching of securities/features' innovations, legal issues involved therein also become more and more complex.  As a result of that, both the capital markets itself and the regulatory authority, from the perspective of standardized operation and risk control aspect, would become more and more dependent on law firms' compliance and supervisory function.  Strictly adhering to its role as “the service provider for clients' interest” and “the guardian of market order”, Grandall participates in various kinds of business activities in the capital markets including M&A and restructuring, and provides its client with superior and efficient legal services, so as to further contribute to the development of China's capital markets with its diligence and achievement.

According to the “M&A and Restructuring Business Ranking of Law Firms (2009)” section of the “Securities-Related Business Ranking of Law Firms 2009” released by the Legal Affairs Department of CSRC via the Report, Grandall Legal Group's rank is as follows (M&A and restructuring business means legal services in relation to share offering, purchase of asset, repurchase of share, major restructuring, etc.):

Rank in M&A and Restructuring Business (2009)    # ranked based upon number of Legal Opinions Issued by the Firm

Grandall Shanghai Office    No. 1     

Grandall Tianjin Office        No. 22   

Grandall Beijing Office        No. 34   

Grandall Hangzhou Office  No. 60

In 2009, Grandall Legal Group has issued  a total of 32 Legal Opinions in aggregate for the M&A and restructuring projects of listed companies, and its market share was over 10% in that respect.

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