Han Kun Law Offices

Onshore Transactions Continued their Upward Trend, the Biomedical Sector Remained the Most Popular Investment Destination

PE fund market rebounded.  Smart hardware and biomedicine retained the crown.

June 30, 2021, Han Kun Law Offices issues Han Kun 2020 VC/PE Deal Data Analysis Report (the “Report”).  The online version of the Report is available at the Firm’s website. (Link: https://www.hankunlaw.com/downloadfile/newsAndInsights/5381f9ae173d179e242838860af29562.pdf)

Private equity industry recovered in the second half of the year, saw remarkable growth in healthcare and online office areas.

Biomedicine remained the No.1 investment destination, FIE structures increasingly favored by dealmakers in onshore transactions Han Kun Law Offices has released the Han Kun 2021 VC/PE Deal Data Analysis Report (English edition, the “Report”). The online version of the Report is available on the firm’s website at: https://www.hankunlaw.com/downloadfile/newsAndInsights/812c30456eef2419acf9250b618b993b.pdf

Authors: Han CHEN, Bing XUE, Qihui TANG With rapid economic growth in China, wealth planning for high net worth individuals and the demand for establishing family offices have become popular topics in the market. In order to help readers understand the legal issues related to wealth inheritance and planning, we have prepared this article to discuss the reforms in foreign exchange administration and taxation policies that have been undertaken in recent years. This article is part of a series to be written on the topic of wealth management in China.

Authors: Yaohua HU, Laixiang LI On January 18, 2017, the State Council officially promulgated the Several Opinions of the State Council on Encouraging Non-governmental Sectors to Run Schools and Promoting the Healthy Development of Non-governmental Education (Guo Fa [2016] No. 81) (the "Opinions"). On the same day, the Ministry of Education published two regulations regarding private schools on its official website, namely the Notice of the Ministry of Education and other Four Departments on the Issuance of Detailed Rules for the Implementation of Private Schools Classification Registration (Jiao Fa [2016] No. 19) (the “Registration Rules”) and the Notice of the Ministry of Education, the Ministry of Human Resources and Social Security and the State Administration for Industry and Commerce on the Issuance of Detailed Rules for the Implementation of the Supervision and Management of For-Profit Private Schools (Jiao Fa [2016] No. 20) ( the “Management Rules”, which, together with the Opinions and the Registration Rules, are referred to as the “Regulations” ). The Regulations mentioned above are regarded as key rules in the private education industry and supplement the Private Education Promotion Law of the PRC (revised in 2016)1 (the “Promotion Law���), as amended on November 7, 2016. The Regulations will help to promote private school classification administration reforms and facilitate the implementation of related preferential policies. This article will provide a brief overview of the Regulations based upon relevant provisions of the Promotion Law.

Authors: Gloria XU, Cheng CHEN, Qianfei WANG On August 1, 2017, the Guiding Opinions on Encouraging and Regulating the Development of Internet Bicycle Rentals (Jiao Yun Fa [2017] No. 109) (the “Opinions”) was jointly promulgated with State Council approval by ten ministries and departments, including the Ministry of Transport, the Publicity Department of CPC, the Office of the Central Leading Group for Cyberspace Affairs, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Housing and Urban-Rural Development, the People's Bank of China, the General Administration of Quality Supervision, Inspection and Quarantine and the National Tourism Administration. Before the promulgation of the Opinions, which is the first national departmental rules specially aimed at the Internet bicycle rental (hereinafter referred to as "bike-sharing") industry, road traffic administration or other related departments in Beijing, Shanghai, Tianjin, Shenzhen, Guangzhou, Chengdu, Shijiazhuang and several other cities had successively released normative documents or drafts for comments of such documents related to bike-sharing industry.

Authors: Sheng LI, Xi YAN On May 2, 2017, the Cyberspace Administration of China promulgated the Administrative Provisions for Internet News Information Services (“Provisions"), which will come into effect on June 1, 2017 and replace the existing Regulations for the Administration of Internet News Information Services (“Regulations”) which was promulgated in 2005.

Authors: Chen MA, Da SHI, Junfeng CUI The drug market in China has long been subject to both market competition and administrative control. While the government leaves drug prices to market fundamentals in principle, it also actively intervenes in the case of market failures, which includes adjusting the market structure to regulate drug prices.

Authors: David TANG, Min ZHU, Jundong GUO, Effy SUN On July 10, 2017, the Cyberspace Administration of China (“CAC”) promulgated the Regulations on the Security Protection of Critical Information Infrastructure (Draft for Comment) (“Draft Regulations”), which will be open for public comment until August 10, 2017.

Authors: Yaohua HU 丨 Xin DU 丨 Yikai WANG 丨 Yunting YE The PRC Law on Securities (“Securities Law”) and relevant laws and regulations strictly prohibit the unauthorized issuance of shares to the public (the issuance of shares either to nonspecified persons or to specified persons which results in the issuer having more than 200 shareholders). In practice, the China Securities Regulatory Commission (“CSRC”) is intently focused on whether the number of shareholders exceeds 200 upon applying certain shareholder “look-through” rules. In general, “look-through” means to examine the upstream shareholding structure of companies or the subscription structure of private equity (“PE”) funds or asset management plans to determine the ultimate natural person, listed company or State-owned Assets Supervision and Administration Commission (“SASAC”) investors. The scope of the look-through rules is an important factor that affects the 200 shareholder threshold determination, although this concept continues to be ambiguous. By analyzing the relevant laws, regulations and cases, this article discusses the scope of look-through in determining the number of shareholders in different types of capital market transactions, including IPOs, backdoor listings, asset purchases through share issuances (not constituting a backdoor listing), cash subscriptions for private share placements of A-share listed companies, public issuances of A-share listed companies (share allotments, additional share issuances), NEEQ listings and the private placements of NEEQ listed companies.

on Proposed Amendments to the 2013 Rules on Proposed Amendments to the 2013 Rules In this June, a long-awaited law was passed and enacted by the Hong Kong Legislative Council, clearing the way for third parties to fund arbitration in Hong Kong.

Authors: Shu WANG, Jun ZHU While the aviation industry continues to expand quickly in the PRC market, it is still possible that things can go wrong and an individual lessee may default under a lease when it faces tough times due to various reasons. For all lessors, whether they are financial lessors or operating lessors, it is essential to have a good knowledge of their enforcement rights in the worst scenario and the actions that they can do to recover their aircraft when all other remedies have failed.

Authors: David TANG, Jun LI, Serina WEI On October 16, 2017, Shanghai Municipal People’s government circulated the Several Opinions on Further Supporting Foreign-Invested Research and Development Centers to Participate in Shanghai’s Construction of a Science and Technology Innovation Center with Global Influence (Hu Fu Fa [2017] No. 79, hereinafter “Opinions”), which can be regarded as a policy 2.0 to promote the establishment and development of foreign-invested research and development centers (“R&D Centers”) following the issuance in 2012 of the Several Opinions of Shanghai Municipality on Encouraging the Establishment of Foreign-Invested Research and Development Centers by the Shanghai Municipal Commission of Commerce, the Science and Technology Commission of Shanghai Municipality and the Shanghai Municipal Development and Reform Commission.

Authors: David TANG, Min ZHU On May 2, 2017, the Cyberspace Administration of China (“CAC”) issued a trial version of the Measures for the Security Review of Network Products and Services (Trial) (“Trial Measures”), which are slated to become effective on June 1. The Trial Measures are another supporting document of the Cybersecurity Law that is intended to enact the cybersecurity review requirements of Article 35 of the Cybersecurity Law, following its issuance on November 7, 2016.

Authors: David TANG, Min ZHU, Will HUANG On May 9, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate held a press conference to release the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information (the “Interpretations”), which will be effective from June 1, 2017.

Authors: Gloria XU, Claire XIAO On August 4, 2017, the Guiding Opinions on Further Guiding and Regulating the Direction of Overseas Investment (Guo Ban Fa [2017] No. 74) " (the “Guiding Opinions”) was jointly promulgated, with the approval of the State Council, by the National Development and Reform Commission (“NDRC”), the Ministry of Commerce (“MOFCOM”), the People's Bank of China (“PBOC”) and the Ministry of Foreign Affairs (“MFA”). The Guiding Opinions have drawn wide attention by further categorizing overseas direct investments as “encouraged,” “restricted” or “prohibited” based upon the previous “negative list” for overseas direct investment. In this article, we will summarize the main content of the Guiding Opinions by comparing them to the existing principles governing overseas direct investment in light of recent trends related to the supervision of overseas direct investment.

David TANG, Min ZHU On May 27, 2017, the National Standardization Technical Committee for Information Security (“Technical Committee”) promulgated a draft for comment of the Information Security Technology – Guidelines for Data Cross-Border Transfer Security Assessment (Draft) (the “Guidelines”), in order to supplement the personal information and important data export assessment requirements stipulated under Cybersecurity Law, which came into force on June 1, 2017

and Important Data to be Transmitted Abroad (for Public Comment) David TANG, Min ZHU On April 11, 2017, the Cyberspace Administration of China (“CAC”) issued the Measures on Security Assessments for Personal Information and Important Data to be Transmitted Abroad (for Public Comment) (“Measures”), seeking public comment. The Measures will act to support the Cybersecurity Law of the People’s Republic of China (“Cybersecurity Law”) which comes into effect on June 1, 2017. As one of the important supporting documents to the Cybersecurity Law, the Measures are intended to specifically implement the personal information and important data export security assessment requirements found in Article 37. Although the current Measures are only a draft for comment, much regulatory focus has been placed on the cross-border transfer of data.

Author: Han CHEN As a prelude to the civil code of the People's Republic of China, the General Provisions of the Civil Law of the People's Republic of China (the “General Provisions”) was adopted with votes at the Fifth Session of the 12th National People's Congress on March 15, 2017 and will enter into force on October 1, 2017. This marks an important first step of China on its path to compiling a civil code.

Authors: Han Kun Hong Kong Associate Law Firm Yurong YE, Felix MIAO, Fredric HUANG Recently, the Stock Exchange of Hong Kong Limited (“SEHK”) has published the New Board Concept Paper for the purpose of seeking market feedback on SEHK’s proposed establishment of a New Board. This newsletter is a brief introduction to the New Board Concept Paper.

Authors: Andy LIAO, Alan LIN On June 30, 2017, the Wuhan Intermediate People's Court ("Wuhan Court") issued a verdict (the "Case") ordering the recognition and enforcement of a commercial judgment rendered by the Los Angeles County Superior Court, California, USA (“LA Court”). This marks the first time for a PRC court to recognize and enforce a commercial judgment from a U.S. court, which is of landmark significance and is thus noteworthy for all law practitioners and interested parties

Shanghai further optimizeslocal policies to promote the establishment of regional headquarters of multinational corporations. David TANG | Jun LI | Serina WEI Shanghai, as the leader of further opening up and attracting foreign investment in China, has recently promulgated the revised Regulations of Shanghai Municipality on Encouraging Multinational Corporations to Establish Regional Headquarters ("2017 Regulations") on February 14 2017, which further optimizes the investment, economic development and governmental service environments, in order to spur multinational corporations ("MNC") to consider Shanghai as their first choice for establishing regional headquarters.

Authors: James Yong WANG, Shawn Xiao DING On March 1, 2017, Asset Management Association of China (the “AMAC”) promulgated the Administrative Measures for Private Investment Fund Service Business (Trial) (the “Administrative Measures”) which became effective on the same day. The Administrative Measures superseded the Guidelines on Fund Outsourcing Services (Trial) issued in February 2015 (the “2015 Guidelines”) and became the new guidelines for institutions that desire to provide various professional services for private fund within China.