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Rong Fan

Counsel
+86.21.2211.2069
Fax +86.21.3251.8918
Mr. Rong Fan is a counsel in the firm’s Shanghai office. Mr. Fan’s practice areas include cross-border M&A and general corporate matters, foreign direct investment/PRC regulatory compliance, equity capital markets, mining and resources/outbound work, and the pharmaceutical industry.

Professional Background

Prior to joining the firm, Mr. Fan was a legal director in the Hong Kong office of an international corporate law firm. In addition, he also worked for a multinational law firm headquartered in Sydney and Hong Kong for more than six years, where he worked as solicitor, associate and senior associate. Before relocating from Australia to the greater China region, Mr. Fan also worked in the corporate advisory department of a leading Australian law firm and an international law firm in Melbourne Australia where he advised on mergers and acquisitions, initial public offerings (IPOs), rights issues and product disclosure statements, as well as acted for leading Chinese state owned enterprises (SOEs) in regard to their investment in the mining and resources space in Australia.

Professional/Civic Activities

  • Law Society of New South Wales
  • Law Institute of Victoria

Speaking Engagements

  • Seminar titled “Investing in Australia - How to structure your investment vehicle and preparation for IPO in Australia” (on http://i.gasgoo.com/video/0001000027.html) December 2010;
  • Seminar titled “Investment opportunities in Victoria Australia,” organized and invited by Wuxi (December 2010);
  • Panelist at “7th China Steel Conference” (2009);
  • “Hong Kong New Companies Ordinance” Hong Kong (2014).
M&A and general corporate
  • Represented a PRC-based private equity firm with regard to its investment in connection with the acquisition of an Italian orthopaedic equipment manufacturer by a Beijing-based medical equipment company in 2015.
  • Represented Dutch buyers of a Chinese printing cartridge company in regard to the purchase of assets of a Hong Kong subsidiary of the Chinese printing cartridge company in 2015.
  • Represented Shanghai Electric Financial Leasing Corporation in relation to the issuance of UK legal opinion to Standard Chartered Bank (China) Ltd Shanghai branch on enforceability of the Remarketing Agreement between Shanghai Electric Leasing Corporation, Standard Chartered Bank Shanghai branch and Goss International, as well as the master lease agreement between Shanghai Electric Leasing Corporation and an UK printing company in 2014.
  • Represented Shanghai Electric Financial Leasing Corporation in relation to the leasing of a printing machine (cost AUD110 million) to a leading publisher in Australia in 2010.
  • Advised an Australian bank's China JV with regard to preparing due diligence investigation materials in connection with a property financing project in the Chinese city of Dalian in 2007.
  • Represented a Malaysian company on its acquisition of an Australian company in Australia in 2007.
  • Advised a Japanese company on the supply of testing equipment to a company in Taiwan that involved preparing sales and agency documentation and providing legal advices in respect of contractual issues in 2007.
  • Represented Australian company in relation to the purchase of sporting equipment from China in 2006.
  • Advised Australian private fund with regard to preparing the Information Memorandum with a view to seeking expressions of interest from wholesale investors regarding their participation in a vehicle established with the purposes of acquiring a significant parcel of Southern Bluefin Tuna Statutory Fishing Rights that involved preparing a Statutory Rights Leasing Agreement and Fund Management Agreement in 2006.
  • Chinese investor: advising on the acquisition of 10% equity in an Australian company in 2007.
Foreign direct Investment / PRC regulatory compliance
  • Advised Rolls Royce with regard to the sale of its shares in Rolls Royce's PRC WFOE's parent company and related PRC regulatory fillings in 2015.
  • Represented an UK Statutory body which is an UK age care specialist organisation with a view to forming a partnership with a PRC health and age care provider in the PRC that involves drafting cooperation agreement and negotiations with counterparties in 2015 & 2016.
  • Represented Off-Gird Electric with regard to PRC employment law related matters in China and its engagement of FESCO to provide labour dispatch services that involved amending and negotiating the employment contract and other related documents prepared by FESCO’s counsels in 2015 & 2016.
  • Advised PZ Cussons Australia on PRC regulatory related requirements with regard to approvals, certifications, testing, labelling for its proposed importing cosmetics and laundry detergents, as well as IPR related issue in 2015.
  • Represented an UK investor with regard to setting up a WFOE in Hohhot in Inner Mongolia under complicated corporate and board structures in 2015.
  • Represented Royal Mail Group in regard to forming an online storefront with Tmall.com in 2015.
  • Advised Travelodge Hotels Limited with regard to a general distribution agreement between Ctrip and Travelodge Hotels Limited in 2015.
  • Advised the National Nuclear Laboratory with regard to providing civil nuclear consultation services and sale of civil nuclear energy technologies to PRC entities in 2014.
  • Advised National Australia Bank (NAB) in regard to setting up NAB's Shanghai branch in 2010.
  • Advised Evans & Peck conducting in respect of setting up Foreign - invested Construction Enterprises for that company that involved discussions and negotiations with provincial regulators regulating the construction industry and other relevant authorities, devising investment strategies and structures for its investment in China in 2009.
  • Represented an Australian pastry maker with a view to obtaining food processing licence and operation licence in Shanghai in 2009.
  • Advised PermaSteelisa in regard to subcontracting of construction work to a third party in PRC in 2009.
  • Advised Iluka Resources Ltd on importation of radioactive materials into China in 2008.
  • Acted for American investors with regard to conducting due diligence investigations for the purposes of acquiring a number of gold, nickel and iron ore mines in China that involved site investigation and inspection of the mines, discussions with mine management, negotiations with Chinese mine owners and regulators and preparing due diligence report and drafting transaction documentation in 2007.
  • Represented International mine operator: providing regulatory advice in respect of suspension of its business license in China in 2007.
  • Advised Queensland government agency on the supply of mining testing technologies to a company in China that involves preparing sales agreements and negotiating with the Chinese purchaser on behalf of the Queensland government in 2007.
  • Represented an Australian private college on the proposed establishment of the Victorian Certificate of Education program in China in 2006.
Capital markets
  • Advised a Hong Kong listed Chinese company on its dealing with regulatory compliance investigations being conducted by the Securities and Futures Commission and HKSE in 2013.
  • Represented Chinese Machinery Engineering Corporation (CMEC) as the issuer’s Hong Kong counsel on its USD 500 million IPO on the Hong Kong Stock Exchange (HKSE) in 2012.
  • Acted as the sponsor’s Hong Kong counsel in regard to the proposed listing on the HKSE that involved drafting prospectus, conducting due diligence investigations in relation to the issuer’s businesses including its sales, purchases and supplies and providing regular advice to the client in respect of the issues arising during the listing process in 2012.
  • Advised Yunnan Tin Company on its joint venture with an Australian mining company, as well as advised on the subsequent issuance of the prospectus, and related matters, and preparation for IPO in Australia in 2007.
  • Advised Macathurcook Property Securities Fund with regard to its AUD15 million rights issues at the ASX in 2005.
  • Advised an AIM and ASX dual-listed company to conduct rights issue in Australia in 2005.
Mining and resources / outbound work
  • Represented a Shen Zhen Stock Exchange (SZSE) listed company to invest in lithium mines in Australia that involved reviewing due diligence Report, FIRB Application, Share Sales Subscription Agreement, Offtake Agreement, Mining Services Agreement, etc. in 2015.
  • Represented a Chinese company with regard to its investment in a copper mine project in Mongolia in 2011.
  • Represented Hanglong Mining Limited with regard to its investment in Moly Mines Limited in 2010.
  • Advised Chinalco in regard to its acquisition of a 12% stake in Rio Tinto plc in Feb 2008; and the proposed joint venture and strategic partnership with Rio Tinto to deliver US$19.5 billion in cash to Rio Tinto in February 2009.
  • Acted for a Sinosteel with a view to conducting due diligence investigations on behalf of Sinosteel in connection with its acquisition of a 60% stake in the Curnamona Province project owned by PepinNini Minerals Limited in 2006.
Pharmaceutical industry
  • Represented a major Chinese pharmaceutical company which is listed on the SZSE with regard to synthesising drugs for Neuroscience of Victoria and Howard Florey Institute in Australia in 2006.
  • Advised a major Chinese pharmaceutical company on the proposed joint venture with an ASX and NASDAQ dual listed biotech company in Australia for the purposes of conducting clinical trials in China for drugs in relation to age-related neurodegenerative diseases in 2006.