ChinaGovernmentDelegationfortheDeputyMayorofPhiladelphia.ppt

1、China Government Delegation for the Deputy Mayor of PhiladelphiaDecember 1-10, 20102010年12月1-10日副市长代表团中国行,STEPHEN CHING, OBERMAYER LAW FIRM, CHAIR-INTL DEPTCHAIR OF US DELEGATION程文雄欧伯来麦里博曼律师事务所国际部主席访华团主席,PRESENTATION:Creating Opportunities in the US To Best Promote the Development of Chinese SMEs,Ab

2、out the Obermayer Law Firm,At over 100 years old, the Obermayer Law Firm, based in Philadelphia, the Birthplace of America and its legal system, is one of the oldest and most respected law firms in the United States.We have had honor of assisting US presidents and other senior US government official

3、s, as well as the heads of other foreign states including France, Lebanon, the Philippines, Mexico and South Africa.We represent Fortune 100, 500 and 1000 companies in the US as well as leading Chinese companies.We have worked on significant business transactions in virtually every major country in

4、the world.We work closely with governments of different countries to promote relationships.,THE VITAL ROLE SMES PLAY IN THE DEVELOPMENT OF THE US AND CHINESE ECONOMIES,The development and promotion of small to medium-sized enterprises (SMEs) has been critical to the development of the US and Chinese

5、 economies, and will be the pillar for future growth and prosperity.The US economy and its emergence as a world economic power were founded on the development of US SMEs and the establishment of the middle class in the US.There are over 8 million Chinese SMEs. They account for 99 percent of the coun

6、trys total enterprises. They contribute roughly 59 percent of GDP, 50 percent of tax revenues, 68 percent of foreign trade volume, and 75 percent of urban employment.,OPPORTUNITIES IN THE US TO BEST PROMOTE CHINESE SMESPROMOTING COOPERATION BETWEEN CHINA AND THE US,Mergers & Acquisitions of US Compa

7、niesGoing Public - the US Stock ExchangesFront Door IPOsReverse Mergers-Shell AcquisitionsTechnology Transfers and AcquisitionsDistribution to the US Market and Other MarketsForeign Direct Investment/ EB-5 Investment Visas,One of our priorities is helping Chinese companies go public on one of the US

8、 Stock Exchanges, especially through mergers and acquisition of US public and private companies. Our affiliated law firms and we have handled the acquisition and reverse merger of over 100 OTCBB, AMEX and NASDAQ shells, including for several Chinese companies. One of our affiliated lawyers has been

9、one of the leading authorities on shells since the 1990s, which earned his the name the “Shell King”.,Mergers & Acquisition and Reverse Mergers,We have worked with shells from East and West Coast US, plus Vancouver and Toronto, and also worked on deals on the London, AIM, Vancouver, Hong Kong, Frank

10、furt, Sydney, and other stock exchanges.We have handled reverse mergers involving such diverse industries as pharmaceutics, biotech, minerals, telecommunications/ cellphone, finance/investment/banking, energy, environmental, healthcare/medical, food, import/export, aviation, music and entertainment,

11、 ecommerce and internet, sports, coal, chemical, rubber, logistics, transportation, and others.,Reverse Mergers continued,We provide everything a Chinese company needs to complete a reverse merger in one complete package, including:Locating the best corporate shell (OTCBB, AMEX, NASDAQ);Conducting D

12、ue Diligence on the shell, especially as it relates to shares and liabilities;Negotiating the best acquisition terms including share ownership; clean up shell if necessary;Fundraising; relationships with PE, VC and investment bank firms; market makers; broker dealersRecruitment of nationally and wor

13、ld renown directors and officers and other senior representatives;Close relationship with leading consulting and technology providersFacilitating discussions with US government on possible special tax and economic incentives; facilitating labor union issues;Facilitating distribution and sales plan f

14、or US market; Facilitating arrangements with port; leading office spaceUplisting to AMEX or NASDAQ,EVERYTHING IN ONE COMPLETE PACKAGE: “One Stop Shop”,STATE OF THE ART TECHNOLOGY ACQUISITION,We have brokered the acquisition or licensing of state of the art technology to China and other countries (In

15、dia, South Africa, France, Mexico, and the Philippines) from the US and other parts of the world. The technology has been used to help address leading socio-economic issues. The technology has been used to develop a dominant position in the China market. The technology has been developed and improve

16、d in China according to local Chinese needs and conditions. Co-development of the technology has led not only to the gold standard for the US and China, but the development of a new World Standard.Technology has related to healthcare/medical/biotech/pharmaceutical (the leading cancer detection techn

17、ology), anti-counterfeiting, smartcards, artificial intelligence, software, energy (offshore wind, solar, ethanol), transportation, financial, environmental, e-commerce, internet, among others.,Among the technology we have brokered are:The leading Anti-Counterfeiting/Product Safety Technology used f

18、or the 2007 FIFA Womens World Cup in China;The leading non-invasive, radiation-free breast cancer detection technology endorsed by the President of the Philippines and South AfricaThe leading non-invasive, radiation-free cervical cancer detection technology which will replace pap smearsThe leading g

19、lobal security geo-tracking technology endorsed by the French Ministry of InteriorThe Next Generation smartcard technology endorsed by the President of the PhilippinesSoftware to improve social security reform in ChinaSoftware to improve reform in the insurance and securities industries in China,PHI

20、LADELPHIA AS WORLD CENTER FOR INNOVATION,A leading independent report ranked Philadelphia as the No. 1 center for healthcare and biotech innovation.,Philadelphia has greatest concentration of healthcare/biotech companies within 200 mile radius.,Penetrating the US Sales Market,We have helped develop

21、national sales and distribution plans for leading Chinese auto makers and liquor companies to enter the US Market. We have recruited former CEOs and other senior executives from the leading US auto makers and liquor companies as well as US Government to develop and implement national plans.We have w

22、orked with US governments to facilitate distribution, assembly and logistics centers/facilities and expedited arrangements with the port. We have provided access to the leading eCommerce companies in the US.We have provided access to leading US celebrities and athletes to endorse Chinese products.,M

23、r. Ching is a law partner at the US law firm of Obermayer Rebmann Maxwell & Hippel LLP. At over 100 years old, the Obermayer Law Firm is one of the oldest and most respected law firms in the United States, and has served past US Presidents (including Obama, Bush, Clinton, Bush, Reagan, and Carter),

24、other senior ranking US officials, foreign leaders (including French President Sarkozy, South African President Mbeki, Mexican President Calderon, Filipino President Gloria Macapagal-Arroyo and Lebanese President Hairiri), and Fortune 100 and 500 companies. Mr. Ching is the co-chairman of the law fi

25、rms International Department and the chairman of the law firms China Practice Group. He is also a partner in the law firms litigation and regulatory departments. 程先生是欧伯来麦里博曼麦克斯韦与希波尔律师事务所（Obermayer Rebmann Maxwell & Hippel LLP）合伙人。该所已有100多年，是美国历史最悠久、最受推崇的律师事务所之一，曾向多位美国总统提供过法律服务，包括奥巴马、小布什、克林顿、老布什、里根、卡

26、特等，另外还有许多美国高官和外国领导人，包括法国总统萨科奇、南非总统姆贝基、墨西哥总统卡德隆、菲律宾总统格洛丽亚马卡帕加尔阿罗约、黎巴嫩哈里里等，还包括多家财富100与财富500企业。程先生是该事务所国际部主席，也是该所中国事务部主席，还是该所诉讼与规范部合伙人。,As an international lawyer, Mr. Ching has handled major transactions and worked with leading companies and government entities in many countries in the world, includin

27、g China, India, Korea, Japan, the Philippines, Indonesia, Malaysia, Singapore, Australia, Jordan, Lebanon, Saudi Arabia, Dubai, UAE, South Africa, Mexico, Brazil, Canada, the United Kingdom, France, Italy, Russia, Spain, Portugal, and Germany. He has been named a Super Lawyer-Rising Star-Internation

28、al. His practice focuses on introducing state-of-art technology to foreign governments including the Chinese Government, and spans such diverse industries as healthcare, pharmaceuticals, biotechnology, chemical, energy, mining, banking/financial, real estate and construction, homeland security, inte

29、rnet/ ecommerce, telecommunications, television, sports, transportation/shipping, automobile, aviation/cargo, tourism/gaming, academia, liquor, tobacco, toys, and other consumer goods. Mr. Ching has advised US governments in China transactions including port and air right negotiations, and has been

30、interviewed about China by the Washington Post and FOX News. 作为国际律师，程先生主要办理大型交易，并协助许多国家领先企业和政府部门的工作，包括中国、印度、韩国、日本、菲律宾、印度尼西亚、马来西亚、新加坡、澳大利亚、约旦、黎巴嫩、沙特阿拉伯、迪拜、阿拉伯联合酋长国、墨西哥、巴西、加拿大、英国、法国、意大利、俄罗斯、西班牙、葡萄牙和德国等。程先生曾被授予“国际超级新星律师”称号。其主要业务是向包括中国政府在内的外国政府推行最新技术，在医疗、制药、生物技术、化学、能源、采矿、金融/银行、房地产、建筑、国防、互联网/电子商务、电讯、电视、体

31、育、运输/航运、汽车、航空运输、旅游/博采、学术、酒业、烟草、玩具和其他消费产品等领域跨领域工作。程先生向美国政府提供过在中国贸易咨询服务，包括港口与航空权谈判等，还就中国事务接受过华盛顿邮报和福克斯新闻网的访问。,Mr. Ching was the lead global lawyer on multiple transactions where Chinese companies have acquired control and ownership of US public companies through initial public offerings, reverse merge

32、r or acquisition of the controlling share of stock. His affiliate and he have worked on the acquisition of more than 100 shell corporations, and his network has access to shells or companies which can be acquired on the OTCBB, AMEX and NASDAQ. In addition to closing the acquisitions, Mr. Ching serve

33、d in the role of acting CEO as well as General Counsel of the US public companies after acquisition, and in that capacity handled management, operations, recruitment of leading officers and directors, SEC filings, uplisting, sales, government contracts, intellectual property (global patents), and mo

34、st importantly fund raising around the world (New York, Los Angeles, London, Hong Kong, Dubai, Mumbai, Manila, Sydney). He also helped to provide economic incentives from US government entities for leading Chinese companies who seek to set up operations or acquire companies and properties in the US.

35、 Upon acquisition, Mr. Ching arranged to put in into the public shells state of the art US technology (leading cancer detection, anti-counterfeiting, GPIS and smartcard technology) and government contracts (US$100 Million to US$2.8 Billion) (Chinese Ministry of Health, General Administration of Qual

36、ity Supervision, Inspection and Quarantine, Chinese Automobile Parts Association, Chinese Sports Ministry (2007 FIFA World Cup and 2008 Beijing Olympics), Filipino Government, French Department of Interior). Mr. Ching brought in leading experts from China and the United States (some which were forme

37、r US government officials, UN consultants and former CEOs) to implement the contracts. 程先生是领先的国际律师，并通过股票的首次公开发行、控股的反向并购等方式参与过多宗中国企业对美国上市企业控股与收购事务。程先生所在公司与程先生本人已经参与于上百家借壳上市公司的并购，他的关系网覆盖多家可以通过柜台公示交易市场（OTCBB）、美国证券交易所（AMEX）和纳斯达克（NASDAQ）股市收购的借壳上市公司或企业。除办理企业并购外，程先生还在被并购之后担任美国上市企业代理首席行政官和总顾问，处理管理、运行、高级职员与主

38、管的招聘、证券交易委员会存档、上市、销售、政府合同、版权（全球专利权）和在世界范围内（包括纽约、洛杉矶、伦敦、香港、迪拜、孟买、马尼拉、悉尼）顶级基金的筹募等事务。程先生也帮助美国政府机构向有意在美国建立机构、收购企业或资产的中国领先企业提供经济鼓励。在收购之后，程先生安排向借壳公司引入最新美国技术（先进的癌症探测技术、反洗钱技术、整合封包无线服务、和智能卡技术）并获取政府合同（1亿美元至28亿美元）（政府机构包括中国卫生部、中国国家质量监督检验检疫总局、中国汽车零部件协会、中国国家体育总局（2007国际足联世界杯与2008北京奥运会）、菲律宾政府、法国内务部等）。为执行这些合同，程先生还为中

39、国和美国请来世界领先专家，其中有些是前美国政府官员，有的是前联合国顾问，有的则是企业前首席行政官。,Mr. Ching was appointed by the highest court in Pennsylvania, the Supreme Court, to serve as a judge for cases involving dishonest lawyers. He was one of the trial lawyers in a highly profiled case which became the famous Oscar-winning movie called P

40、hiladelphia starring Tom Hanks and Denzel Washington. 程先生曾被宾西法尼亚州最高法院任命为法官，专门处理律师欺诈案件。他曾是一宗受到公众高度关注案件的辩护律师。该案件后来被拍成奥斯卡获奖影片费城故事，由汤姆汉克斯（Tom Hanks）和丹泽尔华盛顿（Denzel Washington）主演。 Mr. Ching graduated from the worlds No. 1 universities at the time: Princeton University (where he was especially admitted int

41、o the world famous Woodrow Wilson School of Public and International Affairs; and Cambridge University (and its world famous law college, Trinity Hall, where he received his M.Phil in international law with first honors and distinction). He received a MacArthur Grant to write his thesis on the Chinese Joint Venture Law at Beijing University Law School, Fudan University Law School, and Tsinghua University. 程先生毕业于当时号称世界第一大学的普林斯顿大学。而在普林斯顿大学，程先生又被威尔逊公共和国际事务学院特别录取。在剑桥大学法学院以最高荣誉获得国际法硕士学位。程先生曾获得麦克阿瑟津贴。在北京大学法学院、复旦大学法学院和清华大学撰写题为中国合资经营企业法的论文。,