Part One

General Process of M & A

General Procedure of Acquisition

P  Information Disclosure

P        Preliminary Research

P  Project Evaluation

P  Due Diligence

P  Asset Appraisal

P

Some Key Questions

Choice of Target Companies

State-owned company

Private company

Foreign-invested company

Listed company

Choice of Investing Vehicles

Offshore company (Cayman Island, BVI…)

* taxation

Hong Kong company

Approval Processes

Part Two

Amendments and Updates of Laws and Rules

Revision of the provisions on the merger and acquisition of domestic enterprises by foreign investors, effective as of Sep. 8, 2006

New Corporate Income Taxation Law, effective as of Jan. 1, 2008

Unification of tax rates

Development Policy of Paper Industry

by National Development and Reform Commission on Oct.15, 2007

New Challenges

Part Three

Legal Due Diligence

the Importance of Due Diligence

evaluating the reliability of the target company

determining the scheme of the transaction

ensuring the assignment of the target rights & interests

drafting and structuring acquisition agreement

Concept of Legal Due Diligence

Ø investigation on the legal status of the target company

Ø Evaluation of the existent and potential legal risks in the acquisition

Ø Comment and Suggestion on the feasibility of the transaction

Procedure of Legal Due Diligence

Contents of Legal Due Diligence

Contents of Legal Due Diligence

Focus

Can we do too much due diligence?

Part Four

Negotiations and Acquisition Agreement

Deal Option

Legal Form Option

Main Terms and Conditions

Part Five

Case Analysis

Case Summary

In 2004, we were retained to provide our whole-procedure legal service to a foreign company in its acquisition of a paper mill in North China.

Case Analysis

Case Analysis

the work we did during the investigation

Case Analysis

Case Analysis

Case Analysis

Case Analysis

Case Analysis

Case Analysis

Case Analysis

The problems we focused on

Case Analysis

Case Analysis