In August 27, 2012, the Hongkong Stock Exchange listed on the Hongkong stock exchange to update the "decision" ( HKEx-LD43-3 "decision"), the VIE structure of the listed company information disclosure in detail.

Lawyer Liu Ruoqiao -- comments:

1. as early as 2005, the Hongkong Stock Exchange issued specifically for the VIE structure of a listed decision (HKEx-LD43-3), the decision on disclosure based regulatory policy, recognized by the VIE mode does not cause the company should not be listed. In 2011 November, according to the decision of stock exchange has been updated, mainly restricted enterprise that allow or encourage the foreign capital to enter the VIE architecture used for listing.

2. from the beginning of May this year, America stock market short Chinese concept craze, triggering a China concept stocks in Hongkong market large area fell. Investigate its reason, the inherent instability of the VIE structure is one of the important reasons. The Hongkong stock exchange is further emphasized by the VIE structure is listed in Hong Kong enterprises should be more fully disclosed VIE structureInformation, in order to enable investors to make investment decisions based on the full information of the.

The new 3. two content in the original decision-making on the basis of the original decision, increased to 20. The new decision nineteenth requires disclosure of domestic entities ("OPCO") aspects of registered shareholders, the applicant and the domestic entities potential conflicts of interest between shareholders registration arrangement, the applicant as domestic entities mainly the obligations of economic risk and other information, this move is to reveal the effectiveness of control protocol, the applicant control of stable and effective for domestic companies can profit, smooth steering main market.

The hot market

1Association of overseas mergers and acquisitions

In September 5, 2012, Lenovo Group announced, its wholly owned subsidiary Lenovo Brazil will bid for Brazil's largest consumer electronics maker CCE 100% stake, with the price of 300000000 Brazil Real, about 935000000 yuan. In September 18th, Lenovo announced the acquisition of American cloud computing Stoneware of Software Secure Inc.

2FedEx and UPS first won the domestic express licence

In September 6, 2012, the State Post Bureau approved the four major international express companies in the Federal Express (China) Co., Ltd., UPS (Guangdong) Co. Ltd. operates domestic express business. This is the implementation of the 2009 "Chinese postal law" since, foreign enterprises, has been the first domestic express licence.

3Haier acquire new zealand Fisher & Paykel

In September 11, 2012, Haier group to the New Zealand Fisher & Paykel Appliances Holdings Limited ("Fisher & Paykel") shareholders of ordinary shares buy-out offer, share to 1.20 New Zealand dollars price of purchase, the price of NZ $869000000, about 3600000000 yuan. Fisher & Paykel is a world leading manufacturer of kitchen appliances, Haier group currently indirectly holds 20% stake in Fisher & paykel.

4The Alibaba Group buy Yahoo! Group Co.

In September 18, 2012, Alibaba group announced, on Yahoo! Share repurchase plan completed. Alibaba group with $6300000000 in cash and $800000000 worth of preferred shares, 20% stake in the group to buy Yahoo! Hands. After completion of the transaction Alibaba group board of directors, Softbank and Yahoo! Voting rights and will fall to 50% the following, and give a series of Ali group strategy and decision-making related to veto. At the same time, Alibaba group will be a one-time payment to the Yahoo! Technology and intellectual property licensing fees of $550000000 in cash. According to the two sides signed repurchase agreement, in the next Alibaba group listed, Alibaba group has the option to buy the remaining shares Yahoo! Half.