Legal Working Group Meeting

September 5th 2008, 9am, European Chamber, Beijing

Attendees:

Company	Name	Signature
Allen & Overy	Peter Thorp (Chair)	X
Shell	Wang Jin (Vice-Chair)	X
Baker Botts	Changrong Xu	X
Chiomenti	Yuan Wang	X
Chiomenti	Brinlia Li	X
Danfoss	Eskil Berg Kappel	X
Freshfields, Bruckhaus & Deringer	Barbara Jewell	X
Freshfields, Bruckhaus & Deringer	Jack Wang	X
Jones Day	Clarisse von Wunschheim	X
EC Delegation	Julio Arias
EC Delegation	Luis Ruis
EUCCC	Alex Bell
EUCCC	Melanie Shao
In Shanghai
Lovells	Kristie Nicholson	X
EUCCC	Ioana Kraft

Agenda:

1. Dr. Zhang Jianhui, Deputy Director General of the Industry, Transport and Commerce Affairs Department of the State Council Legislative Affairs Office presentation on Anti-Monopoly Law (AML) Implementation

2. Q&A with Dr. Zhang

3. Discussion of Lobby Action Plan 2008/2009, Focusing on Brussels Circuit

Meeting Minutes:

1. Dr. Zhang Jianhui 张剑辉, Deputy Director General of the Industry, Transport and Commerce Affairs Department of the State Council Legislative Affairs Office presentation on Anti-Monopoly Law (AML) Implementation

See attached speech, translated by Ms. Melanie Shao, EUCCC.

2. Q&A with Dr. Zhang

- Regarding Anti-Monopoly Committee: It will be chaired by Vice-Premier Wang Qishan, it will be composed of over 20 ministerial and vice-ministerial level officials from MOFCOM, NDRC, SAIC and sectoral ministiries. There is no independent secretariat/administrative office for the AMC yet (though that is the ultimate goal), so these functions carried out by MOFCOM in the interim.

- In case of conflict between 3 implementing agencies, the issue will be taken up by AMC, which meets at regular intervals, as well as on an ad hoc basis when needed.

- Division of labor between 3 implementing agencies:

i. MOFCOM: regulates concentration of undertakings, of operators (Dr. Zhang’s opinion is that MOFCOM is dominant)

ii. SAIC: regulates “monopolistic behavior”

iii. NDRC: regulates pricing-related aspects of AML

- The AML will regulate JVs

- On SOEs: SOEs are the product of China’s unique history, and the AML is not designed to change these. It is only through the test of competition that SOEs will reform.

- An inter-ministerial commission is currently working on implementing rules for the national security review component of AML review

- Each of the 3 implementing agencies will release its own implementing rules

- The AML will replace the 2006 regulation on M&A

3. Discussion of Lobby Action Plan 2008/2009, Focusing on Brussels Circuit First

- Lobby Action Plan: It was agreed that it is important to voice the Working Group’s ultimate goal of being able to practice law in China. AmCham: MOJ asked USTR about market access for Chinese firms in the US. Some at USTR and AmCham see this as an overture for talks on market access (mention of proposal to stick to commercial law). EUCCC Legal WG agreed that asking for this is important, but that concrete proposals must be drafted (JVs, limiting scope of practice)

- Two key points for Brussels:

1. AML

2. Market Access

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