* This seminar is in Chinese. The English session shall be held in Changzhou on Apr.11.

The National People’s Congress Standing Committee (NPCSC) passed a significantly revised version of the Company Law on 29^th December 2023, which will enter into force on 1^st July 2024. This timing coincides closely with the expiration of a five-year grace period for foreign-invested companies to adjust to China’s Company Law by the beginning of 2025. This grace period began when the Foreign Investment Law (FIL) came into force on 1^st January 2020. 

The revised Company Law presents several new requirements for businesses, including updates to capital contribution rules for limited liability companies (LLCs), new diligence requirements for management and supervisors, and the requirement of an employee representative on boards of directors of some companies. It also includes new options for companies, such as the ability of companies with a small number of shareholders or a small scale of business to have no supervisor, the option for an audit committee in lieu of a supervisory board or individual supervisors for LLCs and greater freedom to choose which personnel can serve as legal representative.

The European Chamber Nanjing Chapter is pleased to extend an invitation to experts from D’Andrea & Partners Legal Counsel and PHC Advisory, both esteemed companies within the DP Group. They will present a comprehensive overview of key issues within the New Company Law in the seminar "Navigating China's Corporate Evolution: Unveiling Key Changes for Foreign-Invested LLCs." 

During this seminar, participants will gain valuable insights as the experts delve into the intricacies of the New Company Law, offering expertise on the challenges faced by foreign-invested companies in China, with focus on limited liability companies. The discussion will focus on common issues and specific challenges encountered by foreign companies operating in China.

全国人民代表大会常务委员会于2023年12月29日通过了公司法的重大修订，将于2024年7月1日生效。这一时机与外资企业在2025年初适应中国《公司法》的5年宽限期到期密切相关。这一宽限期自2020年1月1日《外国投资法》生效之日起开始。

修订后的《公司法》对企业提出了几项新要求，包括更新了有限责任公司(LLC)的出资规则，对管理层和监事的新尽职要求，以及在一些公司的董事会中设立员工代表的要求。它还为公司提供了新的选择，例如股东人数少或业务规模小的公司可以没有监事，可以选择用审计委员会代替监事会或有限责任公司的个人监事，以及更大的自由选择哪些人可以担任法定代表人。

中国欧盟商会南京分会很高兴邀请到DP集团旗下意大利德恩瑞律师事务所和普咨锐家财税咨询公司的专家。他们将该研讨会上全面概述新公司法中的关键问题。

在本次研讨会上，专家将深入探讨新公司法的复杂性，并就外商投资公司在中国面临的挑战提供专业知识，重点是有限责任公司，与会者将获得宝贵的见解。讨论将集中在外国公司在中国经营遇到的共同问题和具体挑战。

Topics to be discussed: 

During the seminar, we will explore the significant transformations within China's Company Law, focusing keenly on their implications for both established and newly formed Limited Liability Companies (LLCs). The presentation will delve into the intricacies of these changes from both legal and financial standpoints, covering the following key aspects: 

1. Strategic Adaptation to Capital Injection Rules 对注资规则的战略适应:

-      Analysis of new regulations on the reduced terms for capital injection, especially for companies established before July 1, 2024.

-      Examination of viable strategies for companies to effectively navigate and comply with the updated requirements.

2.  Evolving Corporate Governance Landscape 不断演变的公司管治格局:

-      Overview of corporate governance adjustments, including revisions to the powers and duties of the shareholders’ meeting & board of directors.

-      Insight into the increased flexibility for legal representative appointments and the new mandate for an employee representative in the Board of Directors for companies with 300+ employees, along with alternative strategies to cope with this updated requirement.

3. Innovations in Supervisory Roles 监管角色的演变:

-      Evaluation of adjustments to the role of Supervisor/Board of Supervisors, including the potential for appointing an audit committee within the Board of Directors as an alternative.

-      Analysis and commentary on the advantages stemming from the revised rules in this regard.

4. Firming Up Fiduciary Duties 加强受托责任:

-      Delving into the strengthened fiduciary duty of directors, supervisors, and senior executives.

-      Guidance on understanding the implications and crucial considerations for senior executives to sidestep potential liabilities. 

5. Navigating Updated Equity Transfer Rules 更新的股权转让规则:

-      Examination of the latest rules governing equity transfer and key points for attention.

-      Practical insights to facilitate a smooth transition in adherence to the updated regulations.

Agenda: 

-          14:45 – 15:00 Registration 

-          15:00 – 15:05 Welcoming remarks by EUCCC Representative 

-          15:05 – 15:30 Presentation by Lawyer Matteo Zhi, Senior Partner from D ‘Andrea & Partners Legal Counsel 

-          15:30 – 15:55 Presentation by Mr. Devin Li,Senior Financial Consultant from PHC Advisory 

-          15:55 – 16:15 Free discussion and Q&A

Payment： 

1. Bank transfer: 

RMB Bank Account

A/C Name: 中国欧盟商会

A/C No.: 7110210182500027543

China CITIC Bank 中信银行京城大厦支行

Capital Mansion Sub Branch

No. 6, Xinyuan Nan Road

Chaoyang District, 100004 Beijing

北京市朝阳区新源南路6号京城大厦

S.W.I.F.T. Code: CIBKCNBJ100 

2. Online pay through Wechat. 

Terms & Conditions: 

This event has limited seating and requires registration and payment in advance. No walk-ins accepted. 

Cancellation Policy: 

If you cannot attend this event, please cancel your registration at least 3-working days before. If you fail to notify us of your cancellation in a timely fashion, you will be charged for event costs. 

To cancel, please contact Ms. Annie Zhou at  azhou@europeanchamber.com.cn.

Disclaimer 免责声明：

Please notice that European Union Chamber of Commerce in China might take photographs from the event and post these on its public web-page (or social media platforms) in order to create awareness of these events. By attending this event you consent to European Union Chamber of Commerce in China taking and using such photographs as described above.

请注意，中国欧盟商会可能会在活动期间拍摄照片，并将这些照片在商会的官方网站或社交媒体平台上公开发布。参加本次活动即表示您同意中国欧盟商会拍摄并使用上述照片。

Speakers

Mr. Matteo Zhi

Senior Partner, D'Andrea & Partners Legal Counsel

Mr. Matteo Zhi

Senior Partner, D'Andrea & Partners Legal Counsel

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Atty. Matteo Zhi is the global Equity Partner of D’Andrea & Partners Legal Counsel and responsible for operations in China. Atty. Zhi advises clients on matters and business transactions based within China as well as those relating to cross-border. His special focus areas are cross border investments (FDI & ODI), mergers & acquisitions, international trade, corporate law, anti-trust, IPR protection as well as dispute resolution. Atty. Zhi graduated in Law from the University of Nanjing, and was then awarded a Master’s degree as Corporate Advisor (Giurista d'impresa) at Roma Tre University and Juris Master at the Shanghai Jiao Tong University Koguan Law School. Atty. Zhi has made several speeches on topics regarding investments in Italy in different seminars as well as published various articles regarding Sino-Italian legal affairs. Atty. Zhi speaks Chinese, English and Italian and is one of the few Chinese lawyers who can work fluently in Italian.

Atty. Zhi advises over 100 Italian multinationals on their investments in China, among which include, the country’s largest state-owned enterprise, Leonardo Group, Serie A football club, Naples, the famous furniture company Cassina – Poltrona Frau and luxury racing car producer Maserati. Atty. Zhi also advises Italian institutions such as the General Consulate of Italy in Shanghai and the Italian Trade Agency in China. Other than Italian entities, Atty. Zhi assists Chinese enterprises on their investments in Italy assisting OPPEIN group in acquiring FORMER S.r.l. in Milan and also providing consultancy to Dongpeng Ceramics, Jinko Solar, Lenovo Group, Kehua Holding etc. Moreover, Atty. Zhi assists the biggest private group of India, TATA Group, the leading Indian carmaker BAJAJ, and the famous American automotive engineering company PAC, on their legal affairs in China.

In May 2020, Atty. Zhi was awarded as one of the TOP 10 young lawyers of Yangpu District, Shanghai Municipality, and in the same year, was nominated as a Qualified Lawyer specialized in Foreign Related Legal Affairs by the Shanghai Bar Association.

Mr. Devin LI

Senior Financial Consultant at PHC Advisory

Mr. Devin LI

Senior Financial Consultant at PHC Advisory

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Devin Li boasts extensive professional experience garnered from both China and the United States, where he practices his expertise in accounting and finance while holding various managerial positions.
Following the completion of his Bachelor’s and Master’s degrees in Accounting in the United States, Devin embarked on his professional journey, commencing with roles at China Everbright Bank and Ernst & Young. Subsequently, he assumed pivotal positions within diverse international and Chinese corporations based in Shanghai. Notably, he served as Deputy Chief Financial Officer in a manufacturing company with a substantial investment of 300 million CNY.
In 2019, Devin joined the PHC Advisory Tax & Accounting team as a Financial Manager, swiftly garnering recognition for his outstanding performance and unwavering commitment to client satisfaction. His exemplary track record led to his appointment as a senior Financial Manager, where he continues to excel in delivering exceptional results.

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