China Government Delegation for the Deputy Mayor of Philadelphia
December 1-10, 2010
2010年12月1-10日副市长代表团中国行
PRESENTATION:
Creating Opportunities in the US To
Best Promote the Development of
Chinese SMEs
STEPHEN CHING, OBERMAYER LAW FIRM, CHAIR-INT’L DEPT
CHAIR OF US DELEGATION
程文雄
欧伯来麦•里博曼律师事务所国际部主席
访华团主席
About the Obermayer Law Firm
At over 100 years old, the Obermayer Law Firm, based in Philadelphia, the Birthplace of
America and its legal system, is one of the oldest and most respected law firms in the
United States.
We have had honor of assisting US presidents and other senior US government officials,
as well as the heads of other foreign states including France, Lebanon, the Philippines,
Mexico and South Africa.
We represent Fortune 100, 500 and 1000 companies in the US as well as leading Chinese
companies.
We have worked on significant business transactions in virtually every major country in
the world.
We work closely with governments of different countries to promote relationships.
THE VITAL ROLE SMES PLAY IN THE DEVELOPMENT OF
THE US AND CHINESE ECONOMIES
The development and promotion of small to mediumsized enterprises (SMEs) has been critical to the
development of the US and Chinese economies, and will
be the pillar for future growth and prosperity.
The US economy and its emergence as a world economic
power were founded on the development of US SMEs
and the establishment of the middle class in the US.
There are over 8 million Chinese SMEs. They account for
99 percent of the country's total enterprises. They
contribute roughly 59 percent of GDP, 50 percent of tax
revenues, 68 percent of foreign trade volume, and 75
percent of urban employment.
OPPORTUNITIES IN THE US TO BEST PROMOTE CHINESE
SMES—PROMOTING COOPERATION BETWEEN CHINA
AND THE US
Mergers & Acquisitions of US Companies
Going Public -- the US Stock Exchanges
Front Door IPOs
Reverse Mergers-Shell Acquisitions
Technology Transfers and Acquisitions
Distribution to the US Market and Other Markets
Foreign Direct Investment/ EB-5 Investment Visas
Mergers & Acquisition and Reverse Mergers
One of our priorities is helping Chinese
companies go public on one of the US Stock
Exchanges, especially through mergers and
acquisition of US public and private
companies.
Our affiliated law firms and we have handled
the acquisition and reverse merger of over
100 OTCBB, AMEX and NASDAQ shells,
including for several Chinese companies.
One of our affiliated lawyers has been one of
the leading authorities on shells since the
1990s, which earned his the name the “Shell
King”.
Reverse Mergers continued
We have worked with shells from East and
West Coast US, plus Vancouver and Toronto,
and also worked on deals on the London,
AIM, Vancouver, Hong Kong, Frankfurt,
Sydney, and other stock exchanges.
We have handled reverse mergers involving
such diverse industries as pharmaceutics,
biotech, minerals, telecommunications/
cellphone, finance/investment/banking,
energy, environmental, healthcare/medical,
food, import/export, aviation, music and
entertainment, ecommerce and internet,
sports, coal, chemical, rubber, logistics,
transportation, and others.
EVERYTHING IN ONE COMPLETE PACKAGE: “One Stop Shop”
We provide everything a Chinese company needs to complete a reverse merger in one
complete package, including:
Locating the best corporate shell (OTCBB, AMEX, NASDAQ);
Conducting Due Diligence on the shell, especially as it relates to shares and liabilities;
Negotiating the best acquisition terms including share ownership; clean up shell if
necessary;
Fundraising; relationships with PE, VC and investment bank firms; market makers; broker
dealers
Recruitment of nationally and world renown directors and officers and other senior
representatives;
Close relationship with leading consulting and technology providers
Facilitating discussions with US government on possible special tax and economic
incentives; facilitating labor union issues;
Facilitating distribution and sales plan for US market;
Facilitating arrangements with port; leading office space
Uplisting to AMEX or NASDAQ
STATE OF THE ART TECHNOLOGY ACQUISITION
We have brokered the acquisition or licensing of state of the art technology to China
and other countries (India, South Africa, France, Mexico, and the Philippines) from the
US and other parts of the world.
The technology has been used to help address leading socio-economic issues. The
technology has been used to develop a dominant position in the China market.
The technology has been developed and improved in China according to local Chinese
needs and conditions. Co-development of the technology has led not only to the gold
standard for the US and China, but the development of a new World Standard.
Technology has related to healthcare/medical/biotech/pharmaceutical (the leading
cancer detection technology), anti-counterfeiting, smartcards, artificial intelligence,
software, energy (offshore wind, solar, ethanol), transportation, financial,
environmental, e-commerce, internet, among others.
Among the technology we have brokered are:
The leading Anti-Counterfeiting/Product Safety Technology used for
the 2007 FIFA Women’s World Cup in China;
The leading non-invasive, radiation-free breast cancer detection
technology endorsed by the President of the Philippines and South Africa
The leading non-invasive, radiation-free cervical cancer detection
technology which will replace pap smears
The leading global security geo-tracking technology endorsed by the
French Ministry of Interior
The Next Generation smartcard technology endorsed by the President
of the Philippines
Software to improve social security reform in China
Software to improve reform in the insurance and securities industries
in China
PHILADELPHIA AS WORLD CENTER FOR INNOVATION
A leading independent report ranked Philadelphia as the No. 1
center for healthcare and biotech innovation.
Philadelphia has greatest concentration of healthcare/biotech companies within
200 mile radius.
Penetrating the US Sales Market
We have helped develop national sales and distribution plans for leading Chinese auto
makers and liquor companies to enter the US Market.
We have recruited former CEOs and other senior executives from the leading US auto
makers and liquor companies as well as US Government to develop and implement
national plans.
We have worked with US governments to facilitate distribution, assembly and logistics
centers/facilities and expedited arrangements with the port.
We have provided access to the leading eCommerce companies in the US.
We have provided access to leading US celebrities and athletes to endorse Chinese
products.
Mr. Ching is a law partner at the US law firm of Obermayer Rebmann Maxwell & Hippel LLP. At
over 100 years old, the Obermayer Law Firm is one of the oldest and most respected law firms
in the United States, and has served past US Presidents (including Obama, Bush, Clinton, Bush,
Reagan, and Carter), other senior ranking US officials, foreign leaders (including French
President Sarkozy, South African President Mbeki, Mexican President Calderon, Filipino
President Gloria Macapagal-Arroyo and Lebanese President Hairiri), and Fortune 100 and 500
companies. Mr. Ching is the co-chairman of the law firm's International Department and the
chairman of the law firm's China Practice Group. He is also a partner in the law firm's
litigation and regulatory departments.
程先生是欧伯来麦•里博曼•麦克斯韦与希波尔律师事务所（Obermayer Rebmann Maxwell &
Hippel LLP）合伙人。该所已有100多年，是美国历史最悠久、最受推崇的律师事务所之一，
曾向多位美国总统提供过法律服务，包括奥巴马、小布什、克林顿、老布什、里根、卡特等，
另外还有许多美国高官和外国领导人，包括法国总统萨科奇、南非总统姆贝基、墨西哥总统
卡德隆、菲律宾总统格洛丽亚·马卡帕加尔·阿罗约、黎巴嫩哈里里等，还包括多家《财富100》
与《财富500》企业。程先生是该事务所国际部主席，也是该所中国事务部主席，还是该所
诉讼与规范部合伙人。
As an international lawyer, Mr. Ching has handled major transactions and worked with leading
companies and government entities in many countries in the world, including China, India, Korea,
Japan, the Philippines, Indonesia, Malaysia, Singapore, Australia, Jordan, Lebanon, Saudi Arabia,
Dubai, UAE, South Africa, Mexico, Brazil, Canada, the United Kingdom, France, Italy, Russia, Spain,
Portugal, and Germany. He has been named a Super Lawyer-Rising Star-International. His
practice focuses on introducing state-of-art technology to foreign governments including the Chinese
Government, and spans such diverse industries as healthcare, pharmaceuticals, biotechnology,
chemical, energy, mining, banking/financial, real estate and construction, homeland security,
internet/ ecommerce, telecommunications, television, sports, transportation/shipping, automobile,
aviation/cargo, tourism/gaming, academia, liquor, tobacco, toys, and other consumer goods. Mr.
Ching has advised US governments in China transactions including port and air right negotiations,
and has been interviewed about China by the Washington Post and FOX News.
作为国际律师，程先生主要办理大型交易，并协助许多国家领先企业和政府部门的工作，包括中
国、印度、韩国、日本、菲律宾、印度尼西亚、马来西亚、新加坡、澳大利亚、约旦、黎巴嫩、
沙特阿拉伯、迪拜、阿拉伯联合酋长国、墨西哥、巴西、加拿大、英国、法国、意大利、俄罗斯、
西班牙、葡萄牙和德国等。程先生曾被授予“国际超级新星律师”称号。其主要业务是向包括中
国政府在内的外国政府推行最新技术，在医疗、制药、生物技术、化学、能源、采矿、金融/银行、
房地产、建筑、国防、互联网/电子商务、电讯、电视、体育、运输/航运、汽车、航空运输、旅
游/博采、学术、酒业、烟草、玩具和其他消费产品等领域跨领域工作。程先生向美国政府提供过
在中国贸易咨询服务，包括港口与航空权谈判等，还就中国事务接受过《华盛顿邮报》和《福克
斯新闻网》的访问。
Mr. Ching was the lead global lawyer on multiple transactions where Chinese companies have
acquired control and ownership of US public companies through initial public offerings, reverse
merger or acquisition of the controlling share of stock. His affiliate and he have worked on the
acquisition of more than 100 shell corporations, and his network has access to shells or companies
which can be acquired on the OTCBB, AMEX and NASDAQ. In addition to closing the acquisitions,
Mr. Ching served in the role of acting CEO as well as General Counsel of the US public companies
after acquisition, and in that capacity handled management, operations, recruitment of leading
officers and directors, SEC filings, uplisting, sales, government contracts, intellectual property
(global patents), and most importantly fund raising around the world (New York, Los Angeles,
London, Hong Kong, Dubai, Mumbai, Manila, Sydney). He also helped to provide economic
incentives from US government entities for leading Chinese companies who seek to set up
operations or acquire companies and properties in the US. Upon acquisition, Mr. Ching arranged to
put in into the public shells state of the art US technology (leading cancer detection, anticounterfeiting, GPIS and smartcard technology) and government contracts (US$100 Million to
US$2.8 Billion) (Chinese Ministry of Health, General Administration of Quality Supervision,
Inspection and Quarantine, Chinese Automobile Parts Association, Chinese Sports Ministry (2007
FIFA World Cup and 2008 Beijing Olympics), Filipino Government, French Department of Interior).
Mr. Ching brought in leading experts from China and the United States (some which were former US
government officials, UN consultants and former CEOs) to implement the contracts.
程先生是领先的国际律师，并通过股票的首次公开发行、控股的反向并购等方式参与过多宗中国
企业对美国上市企业控股与收购事务。程先生所在公司与程先生本人已经参与于上百家借壳上市
公司的并购，他的关系网覆盖多家可以通过柜台公示交易市场（OTCBB）、美国证券交易所
（AMEX）和纳斯达克（NASDAQ）股市收购的借壳上市公司或企业。除办理企业并购外，程先生
还在被并购之后担任美国上市企业代理首席行政官和总顾问，处理管理、运行、高级职员与主管
的招聘、证券交易委员会存档、上市、销售、政府合同、版权（全球专利权）和在世界范围内
（包括纽约、洛杉矶、伦敦、香港、迪拜、孟买、马尼拉、悉尼）顶级基金的筹募等事务。程先
生也帮助美国政府机构向有意在美国建立机构、收购企业或资产的中国领先企业提供经济鼓励。
在收购之后，程先生安排向借壳公司引入最新美国技术（先进的癌症探测技术、反洗钱技术、整
合封包无线服务、和智能卡技术）并获取政府合同（1亿美元至28亿美元）（政府机构包括中国
卫生部、中国国家质量监督检验检疫总局、中国汽车零部件协会、中国国家体育总局（2007国际
足联世界杯与2008北京奥运会）、菲律宾政府、法国内务部等）。为执行这些合同，程先生还为
中国和美国请来世界领先专家，其中有些是前美国政府官员，有的是前联合国顾问，有的则是企
业前首席行政官。
Mr. Ching was appointed by the highest court in Pennsylvania, the Supreme Court, to serve as a judge
for cases involving dishonest lawyers. He was one of the trial lawyers in a highly profiled case which
became the famous Oscar-winning movie called Philadelphia starring Tom Hanks and Denzel
Washington.
程先生曾被宾西法尼亚州最高法院任命为法官，专门处理律师欺诈案件。他曾是一宗受到公众高
度关注案件的辩护律师。该案件后来被拍成奥斯卡获奖影片《费城故事》，由汤姆·汉克斯（Tom
Hanks）和丹泽尔·华盛顿（Denzel Washington）主演。
Mr. Ching graduated from the world's No. 1 universities at the time: Princeton University (where he
was especially admitted into the world famous Woodrow Wilson School of Public and International
Affairs; and Cambridge University (and its world famous law college, Trinity Hall, where he
received his M.Phil in international law with first honors and distinction). He received a MacArthur
Grant to write his thesis on the Chinese Joint Venture Law at Beijing University Law School, Fudan
University Law School, and Tsinghua University.
程先生毕业于当时号称世界第一大学的普林斯顿大学。而在普林斯顿大学，程先生又被威尔逊公
共和国际事务学院特别录取。在剑桥大学法学院以最高荣誉获得国际法硕士学位。程先生曾获得
麦克阿瑟津贴。在北京大学法学院、复旦大学法学院和清华大学撰写题为《中国合资经营企业法》
的论文。