This July, the Law Society of Hong Kong held a series of seminars on foreign-related legal services for enterprises, in collaboration with the provincial lawyers associations of Jiangsu and Zhejiang and with China Council for the Promotion of International Trade (CCPIT). At these seminars, Hong Kong lawyers delivered speeches on various foreign-related legal issues, including anti-dumping, countervailing, export trade, financing through public listing, corporate governance, M&A, litigation and arbitration. The Chinese lawyers also contributed their opinions on relevant topics.

The seminars were held in Nanjing and Hangzhou, the provincial capitals of Jiangsu and Zhejiang respectively. Each seminar lasted for just half a day. However, those attending the seminars, including Hong Kong lawyers, Chinese lawyers and representatives of enterprises, nonetheless enjoyed the valuable sharing of experiences and exchange of views, which were specific and substantial despite the tight schedule. The success of the events was due to the arrangements made and support offered by the lawyers associations of the two provinces and the CCPIT.

The schedule for the LSHK delegation was tight. On the day prior to the seminar, we left our offices early to catch the flight to Nanjing. After a tiring journey, we arrived at our hotel in Nanjing at around 9pm. We needed a good night’s rest in order to prepare ourselves for the seminars held the following day. The seminar and presentations formally began at 8:30am and finished at 1pm. After lunch, we rushed to our next destination, Hangzhou. When we arrived there it was already quite dark. The next morning called for another early start to attend the seminars and presentations starting at 8:30am. Although the trip was tiring, it enabled the Hong Kong lawyers to experience what it is like for their Mainland counterparts to travel between provinces to handle cases and attend to their clients. The Hong Kong lawyers participating in these events benefited greatly from them.

During the one-on-one legal consultations and free-talk sessions at the two seminars, representatives from Chinese enterprises and Chinese lawyers took the opportunity to consult the Hong Kong lawyers and hold discussions with them on specific cases. They also took advantage of the precious opportunity for experience sharing and exchange of ideas with the Hong Kong lawyers. The enthusiasm shown by the attendants was beyond our expectation. Some of their questions were highly specific and in-depth, such that no satisfactory answers could have been possible without prior research on relevant materials. In particular, at the seminar jointly held with the Zhejiang Provincial Lawyers Association, the attending Hong Kong lawyers were significantly outnumbered by representatives of Chinese enterprises and Chinese lawyers, so much so that some had to queue up and wait for their turn to speak with the Hong Kong lawyers. It was due to the strict observance of order by all the attendants and the appropriate arrangements by the organising party that there was no chaos. Although there were still some representatives of enterprises and lawyers waiting their turn even when the consultation sessions were closed, due to time constraints, we had to rush to arrive at Hangzhou Airport in the afternoon to catch the flight for Shenzhen and and on again to Hong Kong.

Although Hong Kong people may perceive that zealous hospitality is typical of Mainlanders, the sensational reaction to the seminar was not at all mere zealous hospitality. Instead, it is the reflection of a keen demand for Hong Kong’s professional legal services. In fact, the need of Chinese enterprises and lawyers for legal service support in foreign-related matters is closely linked to the country’s economic development, as shown by the figures below.

The gross economic production of Jiangsu Province was US$855.4 billion in 2000, but in 2008 it rose to US$3002.4 billion. The gross economic production of Zhejiang Province was US$603 billion in 2000, but in 2008 it reached US$2148.7 billion. Furthermore, in terms of export trade, the export value of Jiangsu Province increased from US$25.8 billion in 2000 to US$238 billion in 2008. In the case of Zhejiang Province, it increased from US$19.4 billion in 2000 to US$154.3 billion in 2008. These figures not only reflect the economic growth of Jiangsu and Zhejiang, but also demonstrate the exportoriented characteristics of China’s economic development. This is true of the economic trend of these two provinces as well as that of the major provinces and cities in Eastern China.

China’s economic development policy of ‘bringing in, going out’ has attracted substantial foreign investment. In addition, these foreigninvested companies have brought into China elements that have made them successful, such as well-established production technologies and sophisticated knowledge and experience in business management. They have not only helped facilitate China's economic development, but also provided Chinese companies with opportunities to gain valuable experience and achieve healthy growth, as well well as helping them to engage in overseas investment and expand their businesses out of China onto the global stage. In this way, the ‘bringing in, going out’ strategy has supported economic development.

'Going out' not only means that China's local companies should sell their products on overseas markets, but also that they should set up branches overseas, explore and develop overseas markets directly, and acquire/merge with foreign companies to enhance the stability of raw material supplies and ensure the proper operation of domestic production lines. In the process of Chinese companies’ ‘going out’ efforts, Hong Kong has naturally become an ideal base for outbound expansion due to its developed financial system, free flow of foreign exchange and all types of quick, professional, and efficient business services. It is for these reasons that the Hong Kong lawyers’ delegation received such an enthusiastic response when they held discussions with business and legal communities in Jiangsu and Zhejiang. In the past, Hong Kong’s legal profession has focused on providing assistance to help expand Chinese companies’ scope of financing activities through public listing in Hong Kong. However, driven by the ‘going out’ model of economic development, many domestic companies have become prepared for operations in Hong Kong to carry out various kinds of investment activities.

As China and Hong Kong differ greatly in their legal systems, especially in company laws and foreign exchange control regimes, Chinese lawyers and companies urgently need professional legal advice from Hong Kong lawyers in many areas. However, Hong Kong’s legal community seems to have missed some of the opportunities. With many restrictions on corporate activities in China, legal personnel from Chinese companies felt astonished when they were told that no capital verification was required for company incorporation in Hong Kong and only an examination of the contribution of equity capital would suffice. It seems even more unbelievable to them that limited liability companies in Hong Kong are free to decide when to issue shares instead of following statutory timeframes. This is an important manifestation. If Hong Kong’s legal profession can help Chinese companies to fully understand Hong Kong’s advantages in these respects, more Chinese companies will be attracted to investing in Hong Kong. As a result, the demand for legal services from Hong Kong will surge, further boosting economic growth.

For Chinese companies, Hong Kong is a desirable choice because it is adjacent to the Mainland and there is no language barrier. With the ‘one country, two systems’ policy firmly in place, companies operating there can fully enjoy the right to conduct trade in a fair and transparent way and the benefit of free from foreign exchange control. ‘One country, two systems’ has also resulted in separate jurisdictions whereby Hong Kong can fully play its role as a financial centre. Hong Kong’s legal community should grasp the opportunity to promote knowledge of Hong Kong’s legal system and provide Mainland companies and lawyers with investment-related information. Meanwhile, it should equip itself and acquaint itself with the differences between the two places in terms of their own economic and legal systems. Only in this way can the Hong Kong legal profession assist Chinese companies in their endeavours of ‘going out’ from the Mainland, and at the same time bring Chinese companies into Hong Kong.

Neville CH Cheng
Partner
Ford, Kwan & Co

The Serial Seminars on Foreign-Related Legal Services for Enterprises in Jiangsu and Zhejiang owe their success to the strong support and cooperation from the Zhejiang Provincial Lawyers Association, the Jiangsu Provincial Lawyers Association, and the China Council for the Promotion of International Trade Zhejiang and Jiangsu Sub-Councils. The Mainland Legal Affairs Committee will continue to promote professional exchanges between Hong Kong and Mainland lawyers.

香港法律專業的神州機遇

於剛過去的7月份，香港律師會分別與江蘇省和浙江省的律師協會及中國國際貿易促進委員會舉辦了企業涉外法律服務系列洽談會。於會上，香港律師分別就反傾銷、反補貼、出口貿易、上市融資、公司管治、收購合併及訴訟仲裁等涉外議題作出演說，而內地律師亦於相關議題上分別發表意見。

洽談會分別在江蘇省及浙江省的省府南京和杭州舉行。雖然每個洽談會只有半天的時間，但由於安排恰當，以及兩省律師協會及中國國際貿易促進委員會的充分配合，縱使時間緊迫，仍能讓香港律師、內地律師及企業的三方代表達到具體和充實的經驗分享和交流。對香港律師會的代表團隊來說，這次行程絕對是緊湊非常。於會議前一天，各人都得提早下班趕赴機場乘飛機到南京。經過一輪舟車勞頓，於到達南京下榻的酒店時已是晚上九時了，簡單的梳洗過後便趕緊休息，以便有充足的精神去迎接第二天的洽談會。翌日早上八時半洽談會及演說便正式開始，會議直至下午一時才結束，用過午飯後便又馬不停蹄地趕往行程的下一站─杭州。抵達時已是傍晚時份，匆匆吃過晚飯便休息，一夜過後，又要趕忙出席於早上八時半舉行的洽談會及演說。行程雖然如此疲累，但卻可讓香港的律師體驗到內地律師經常為處理案件和為業務穿州過省的情況。此外，參與這一次活動的香港律師更是獲益良多，收獲豐富。

於兩個洽談會中的個別法律諮詢時段和自由交流期間，內地企業代表及律師都把握機會就個別案例向香港的律師諮詢及與其商討，以及爭取時間與香港律師作經驗交流、分享。熱烈的反應有點出乎大家的意料，而部份問題的具體性及深入程度，更是必須事先作好相關的資料搜集才能作出完滿回覆，這的確是始料不及。而其中與浙江省律師協會合辦的洽談會上，由於內地企業代表及律師人數眾多，對比起來，參與是次活動的香港律師團人數實在太少，部份內地企業代表及律師需要排隊輪候諮詢、洽談，尤幸各人皆遵守紀律，大會的安排也得當，所以洽談會未有出現混亂的情況。直至大會安排給與會人士的洽談時間已過，仍見輪候的企業代表及律師，可惜因時間所限，各香港律師要趕於下午到達杭州的機場乘飛機到深圳再返香港，大會只能無奈地宣佈洽談會結束，讓各香港律師團代表可先用午膳再起程回港。

雖然在香港人的觀感上，熱情好客是內地人的特有優點，但洽談會的熱烈反應，給人的感覺絕非單單是熱情，而是實實在在地對香港的法律專業服務有殷切的需求。其實，內地企業和律師對涉外事務的法律服務支援的需求，是與其本身的經濟發展有著密切關係，以下點出的數據可顯示其中的關聯。

江蘇省的經濟生產總值在2000年時為8,553.69億美元，到2008年時已達30,024億美元；浙江省的經濟生產總值在2000年時為6,030億美元，到2008年時已達21,486.92億美元，增長顯著。此外，在出口貿易方面，江蘇省的出口貿易總值從2000年的257.7億美元增長至2008年的2,380.4億美元；浙江省的出口貿易總值則從2000年的194.4億美元增長至2008年的1,542.9億美元，所顯示的出口貿易增長更是值得大家注意。這些數據不單反映了江蘇及浙江兩省的經濟增長，更顯示了中國的外向型經濟發展特質。這不單是上述兩省的情況，也是華東各主要省市的經濟走向。

在我國「引進來、走出去」的經濟發展政策下，不但吸引了可觀的外商投資，這些外商企業還把其本身發展成熟的生產技術、完善的企業管理知識和經驗等各方面令其企業成功的元素都一起帶到我國。這除了對我國的經濟發展起了一定的帶動作用外，同時也給予我國企業有一個吸收相關的寶貴經驗、健康發展的機會，更可進一步地進行外向性投資，走出中國、面向世界，踏入國際的大舞台，達至「引進來、走出去」的經濟發展路向。

「走出去」不單是指我國的本地企業將產品外銷，供應海外市場，亦指我國企業於海外成立分公司，直接開拓及發展海外市場；或收購合併外國的企業以增強對海外原材料供應的穩定性，確保國內生產線的正常運作。在國內企業走出去的過程中，
香港很自然地成為企業向外發展的理想基地，皆因香港有著健全的金融體制、自由的外匯進出和各種快捷、專業及高效率的企業服務。由於以上的種種原因，香港律師代表團在與江蘇及浙江商界和法律界洽談的時候，反應是如此熱烈。過往香港的法律專業都把重點放在開拓國內企業到香港上市的企業融資範疇上，但在「走出去」的經濟發展模式帶動下，已有很多國內企業準備就緒，預備在香港設立運作點，以便進行各式各樣的投資活動。

由於中港兩地在法制上，尤其是公司法及外匯管理制度上，有很大的差別，內地律師及企業其實在很多方面都需要香港律師的專業法律意見，香港律師界似乎在這方面仍未充份利用及掌握機會。由於內地對於企業運作方面的規限較多，在談到於香港成立公司無需進行驗資，只需對股本金的繳付作審核時，內地企業的法務部人員感到極為驚訝，更不大相信香港的有限公司在發行股份方面，可自行決定發行時間而法律上並無規定限期。這可是一個重要的啟示，若香港法律專業能令內地企業充分了解香港在這方面的優勢，定能吸引更多內地企業到港投資，屆時對香港相關法律服務的需求必然會大幅增加，更進一步地推動香港的經濟發展。

對內地企業而言，香港鄰近中國大陸，沒有語言和文字的隔閡，在健全的一國兩制制度下，企業能完全享有進行公平及具透明度的貿易活動的權利和自由的外匯進出所帶來的好處。同時亦由於一國兩制的健全制度，形成了不同的法域，使香港能充份發揮其金融中心的角色。因此，香港法律界應抓緊機遇，向內地企業及法律界更多推廣香港的法律制度及與投資相關的資料，同時亦應作好自我裝備，了解兩地經濟及法律上的差異，協助內地企業從內地「走出去」，並同時把內地企業「引進來」香港。

鄭宗漢律師
合伙人
梁錦濤關學林律師行

內地法律事務委員會註：
「江蘇、浙江企業涉外法律服務系列洽談會」得以成功舉行，實在有賴浙江省律師協會、江蘇省律師協會、中國國際貿易促進委員會浙江省及江蘇省分會的大力支持和配合。委員會今後將繼續推動香港與內地律師相互間的專業交流。