3rd Annual China Mergers & Acquisitions Conference | Event Brochure
September 17 - 18 2008, Pudong Shangri-La, Shanghai, China

Event Agenda Conference Day 1: Wednesday 17 September 2008 08:30 Morning coffee and registration 09:00 Chairperson’s opening remarks CHINA M&A: STATE OF PLAY 09:10 MERGERS & ACQUISITIONS CLIMATE: The China Factor in Global M&A Until 2007, inbound M&A activity continued at a recordbreaking pace and outbound activity by Chinese companies continues to intensify. However, from Johnson &Johnson buying out Dabao to Huawei & Bain Capital merging 3com, there are still many unpredictable elements in China M&A. In the session, John will discuss the major factors to be aware of in China related M&A deals. John Leary, Managing Partner, White & Case   09:55 CHINESE COMPANY TAKEOVERS: tapping latest government sentiment Currently, foreign M&A of Chinese companies are governed by the Regulations on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (effective since September 8, 2006). Under current rules, approval of foreign M&A activity is handled under the existing foreign investment regime, which calls for most transactions to be processed and approved at the local level. Most local jurisdictions in China are receptive to foreign investment, and approval for transactions is relatively easy to receive. However, this local autonomy can lead to situations where acquisitions are permitted to occur in areas that are not consistent with central government policy. In this session, our speaker will offer directions to business sectors which are highly encouraged to foreign buyers. He Man-Qing, Deputy Director of Research Center on Transnational Corporation, Ministry of Commerce 10:40 Morning Refreshment REGULATORY UPDATE 11:10 Anti-Monopoly Review of M&A in China From August 1st this year, China will officially apply the new Anti-Monopoly Law which requires foreign investors seeking to launch large acquisition deals in China to gain approval from Chinese regulators. The new law replaces similar terms in previous ‘Regulations on the Merger and Acquisition of Domestic Enterprises by Foreign Investors’ to provide a clear road map for investors. Unlike previous reviews, the uncertain process could take from 2 months to 2 years. In this session, Prof Wang will highlight crucial details of the review. Wang Xiao-Ye, Draftsman, China Anti-Monopoly Law; Professor of Economic Law Research Office, Institute of Law, Chinese Academy of Social Sciences 11:55 PANEL DISCUSSION: Understanding Chinese Regulations & Legal Frameworks to Minimize Your Business Risk By the end of 2008, there will be several new laws including the new Anti-Monopoly which takes effect from August 1st and the upcoming Bankruptcy Law which applies to all Chinese SOEs. In human capital management, the new labor contract law has tightened protection of all Chinese employees. All of these changes will shape a great impact on M&A deals in China. This panel discussion focuses on how you can manage your risks within the legal framework PANELISTS: John Leary, Managing Partner, White & Case Stephen Nelson, Partner, King & Wood Wang Xiao-Ye, Draftsman, China Anti-Monopoly Law; Professor of Economic Law Research Office, Institute of Law, Chinese Academy of Social Sciences 12:40 Luncheon DUE DILIGENCE & CORPORATE VALUATIONS 14:00 PANEL DISCUSSION: Principal Rules in China Related Due Diligence How can you demand and procure cost efficient consultancy services? What value-added options are available from professional intermediaries? What are the special considerations relating to the due diligence process in China? Insights and critiques from past deal transactions PANELISTS: Rajiv Saha, Chief Finance Officer, Olam Shanghai (confirming) Daniel Berger, Chief Representative of Shanghai, EAC 14:45 Key Fundamentals of Effective Deal Structuring and Company Valuation The value of a company depends on much more than trailing EBIT and adjustments to historical financials. Kim will discuss valuation techniques and focus from both buyers’ and sellers’ perspectives, and issues dealing with the pricing of the acquisition target. You will learn how to find potential targets and how to reduce high failure rates of acquisition efforts Kim Woodard, Chairman and CEO, Javelin Investments 15:30 Investigative Due Diligence in China How to value a company is the main challenge within M&A deals in China. Foreign investors must consider a significant amount of issues embedded into “uniqueness” of M&A at various stages such as M&A structure, intellectual property, payment, land use rights and financing. In this session, Daniel will identify the typical pitfalls in conducting due diligence in China and how you can improve your investigative due diligence practices Daniel Berger, Chief Representative of Shanghai, EAC Consulting 16:15 Afternoon refreshment & end of conference day one   Conference Day 2: Thursday 18 September 2008 08:30 Morning coffee and registration 09:00 Chairperson’s opening remarks FINANCIAL STRATEGY 09:10 Formulating Financial Strategy for M&A Deals Evaluation methodologies of deal target valuation and pricing Optimising M&A deal financing structures Selecting the appropriate capital raising strategy for financing a transaction according to your specific demand in different period Eileen Yang, Managing Director, Crimson Capital China TAX RISK REDUCTION 09:55 Tax management in M&A process The impact of the new EIT Law on Merger and Acquisition Structures Offshore holding company structures Inherited tax problems Asset vs Share acquisitions Stephen Nelson, Partner, King & Wood 10:40 Morning Refreshment DISPUTE HANDLING 11:10 Dispute Resolution & Legal Risk Management M&A deal negotiation – key causes of failure Why do friendly takeovers always reward better than hostile takeovers? Interplay between due diligence and integration How can you recover your company from a troubled deal? What can you do to revive dead deals? Methods to overcome sellers’ objections Philip Gu, General Counsel China & General Manager, Danone China HUMAN RESOURCE MANAGEMENT 11:55 Human Capital Due Diligence and Integrating Cultures in China What are the key success factors in implementation? How can you successfully integrate two corporate cultures? Developing a sustainable transaction strategy from the outset Who stays, who should go? Ways to retain the talent you want to keep How do you ensure effective communication with employees & senior management to maintain a stable team? Andy Lee, Senior Consultant, Head of China M&A Practice, Towers Perrin 12:40 Luncheon MANAGEMENT INTEGRATION 14:00 Financial Integration for Post M&A Process Financial integration planning pre Day 1 - visibility and understanding of the target’s finance function, key risks and mitigation Post Day 1, financial integration across two broad categories of Finance & Accounting (F&A) and financial management, including internal controls Perspectives, lessons learnt and key success factors Mak Yew-Poh, Partner, Ernst & Young 14:45 Effective Operational Integration Post M&A Identifying the starting point and common ground when appraising the deal Implementing successful, dynamic process integration Communication, negotiation and conflict resolution Revenue is king: maintaining growth while integrating the business Alisa Kuno, Director, Strategy & M&A, EDS Asia Pacific ACQUISITION STRATEGIES AND TACTICS 15:30 PANEL DISCUSSION: How to Ensure Successful Transactions in China How can you ensure that you are prepared for: Anticipating early surprises Navigating the regulatory regime Handling negotiations Complying with rules limiting indemnities Post-closing success What are the key factors in: Assessing the advantages and drawbacks of various forms of M&A? Selecting and working with your financial advisers effectively Appropriate strategies to avoid anti-acquisition activities? MODERATOR: Kim Woodard, Chairman and CEO, Javelin Investments PANELISTS: Alisa Kuno, Director, Strategy & M&A, EDS Asia Pacific Eileen Yang, Managing Director, Crimson Capital China Robert Partridge, Managing Partner, Head of Transaction, Ernst & Young 16:15 Afternoon refreshment & end of conference     Please download free brochure for more details.

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