Mark Schaub - King & Wood Mallesonsn Mark, a Shanghai based partner at King & Wood Mallesons will lead a spirited discussion on the retail opportunity in China. He has been based in Shanghai for 20 years and specialises in retail.

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WHY CHINA IS
January 2014
KING & WOOD MALLESONS
Sydney and Melbourne
RELEVANT

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THE CHANGING
FACE OF CHINA

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SHANGHAI
1987

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SHANGHAI
2013

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Shanghai Subway 1995 – 16.1 km
Shanghai Railway Station
Jinjiang Park

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Shanghai Subway 2010 - over 420 km

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Shanghai Subway 2020 - over 877 km

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NEW YORK
USD 78.2 BILLION
SHANGHAI
USD 114.5 BILLION

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“To Get Rich is Glorious”
Deng Xiaoping
 Retail sales increasing 18% annually
 Rapidly increasing GDP per capita from GDP PP of USD
419 in 1992 to USD 4382 in 2012
 China is moving from export led economic model to
domestic consumption model
 Taobao China’s No 1 online retailer sells 50,000 items
per minute
 China surpassed Japan in 2011 as world’s 2nd biggest
economy
 On 11 November 2012 Taobao sold USD 3 billion in a
single day
AS A
MARKET

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China’s Single’s Day which is on 11th November
is the hottest online sales day of the year
CHINA VALENTINE’S DAY
Taobao’s sales during the 24 hours of the 11th
November developed as follows:
 2009 Taobao sales RMB 100,000,000
 2010 sales RMB 936,000,000
 2011 sales RMB 5,200,000,000
 2012 Taobao sales RMB 19,100,000,000

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On 11th November 2013 Taobao sold:
RMB
35,000,000,000

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6
CHINA 2015
GREAT LEAP
FORWARD
 International retailers are
increasingly 1) considering China
as a market “sell from the source”;
and 2) sourcing product in China
 Recent trip to UK a number of
retailers intend to use PRC to do
fulfillment for Australia as for
premium product the consumer
experience waiting for 4-5 weeks in
unacceptable
 To date China’s large e-comm
giants have concentrated solely on
domestic market - one e-comm
client has started work on English
site and global sales strategy
 Imagine if Taobao/T-mall come to
Australia
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AS A COMPETITOR

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AS AN
INVESTOR/COLLABORATOR
13
For many the only way to be really successful in China is to work with Chinese
cash, contacts and operational know how to build their brand
 When China first opened to foreign investment in the early 1990’s,
many foreign investors rushed into China with cash and technology
for manufacturing projects
 Today the world has changed – China is not only an importer of
capital, but is an aggregator and exporter
 Private Equity, both foreign and Chinese, face pressure in finding
viable projects – may neatly dovetail with foreign retailers/brand
owners who are cash strapped or at least do not have sufficient
economic muscle to roll out a retail strategy in a country with more
than 150 cities over 1 million inhabitants
 For many foreign retailers/brand owners a serious China roll-out
would result in 90% of their CAPEX being in China
 Many foreign brands even the largest ones rely on strong
franchisees
 Major Chinese companies like Suning, Calxon, Wahaha, Fosun are
looking for co-operation

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BIGGEST MISTAKES
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MISTAKE 1: NOT KNOW YOURSELF
15
Think about your company. Think about your resources. Ask
yourself the following questions:
 Have you looked at China?
 Do you have the resources to do this by
yourself?
 Am I prepared?
 Do I want a partner?
 How do I find the right partner?
 Can I trust my team?
 Do I have reasonable and achievable plans?
 Do I have a cost effective market entry
strategy?

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Over 150 cities with population of at least one million
Paris
11.7 million
Guangzhou
12 million
London
8.5 million
Chongqing
28.8 million
Dongguan
8.2 million
Berlin
3.5 million
Madrid
3.2 million
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New York City
8.3 million
Los Angeles
3.8 million
Shenzhen
10.5
million
MISTAKE 2: CHINA IS
SHANGHAI AND BEIJING

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• Expanding beyond Shanghai and
Beijing
• HUGE customer base in 2nd and
3rd tier markets
• Lower costs – leases, employees,
overhead, etc.
• Retail rent in 1st tier cities
expensive on a global scale, and
staff and other costs are still on
the rise
• Less competition from other
retailers
• Preferential treatment from local
authorities
• Easier to build brand awareness
BEYOND SHANGHAI & BEIJINGPENETRATING 2nd AND 3rd TIER CITIES

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MISTAKE 3:
FAIL TO REGISTER TM
If a Pirate registers “your trademark” then:
You may be sued for infringement of trademark for sales within China
You may be sued for manufacturing products with such trademark within
China
Your trademarked products may be seized by PRC Customs
You may need to buy back for high price – see Apple purchase of IPAD TM

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“People’s way of thinking is a
battlefield. If we do not occupy
it, our enemy will.”
Mao Zedong, the most influential person in 20th
century China
MISTAKE 4:
DO NOT REGISTER CHINESE TM

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CHINESE NAME MATTERSCan You Strengthen a Foreign Brand Identity with a Chinese Name
• 3,580,000
• 17,500,000
Louis Vuitton
路易威登
• 29,600,000
• 49,900,000
Chanel
香奈儿
• 8,460,000
• 17,200,000
Hermes
爱马仕
• 819,000
• 3,060,000
Ermenegildo Zegna
杰尼亚
English name
Chinese name
Run a search on Baidu.com with the brand’s English and Chinese name:
The results will tell the answer

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WHY CHINESE NAMES ARE
IMPORTANT IN CHINA
伟哥 (“Strongman”) vs 万艾可 （wan ai ke）
20,500,000 hits 2,150,000 hits
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Viagra’s
Chinese
name

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WHY CHINESE NAMES ARE
IMPORTANT IN CHINA
Drug for erectile
dysfunction
Product of current owner of trademark 伟哥 (“strongman”)
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E-COMMERCEThe biggest booming sector
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MISTAKE 5: E-COMMERCE
NOT AS A PRIMARY
 E-COMMERCE IS BOOMING IN CHINA
 But it is different than the West
 EASY TO DO:
 Own online presence is straightforward and low cost to establish
 Add online presence to physical store
 Tmall is an option but should not be exclusive e-com channel
 E-COMMERCE LEGAL ISSUES INCLUDE:
 IP protection – first-to-file
 Privacy/Data protection – No explicit law prohibiting data collection
 E-contracts – Advertisements are not offers
 PRC E-COMMERCE CHALLENGES:
 Payment – COD and 3rd party payment companies
 Logistics – Difficulties in 2nd- and 3rd-tier cities
 Returns – Expect a lot of returns
 Social media – Restricted industry in China
 The Chinese consumer – Impatient, Indecisive, prefers COD payment
 Competition – FIERCE

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CHINA E-COMMERCE = ALIBABA
E-Commerce in China is dominated by the
Alibaba Group. Unlike the West, Chinese E-
commerce developed during the same time as
the development of Alibaba Group, so
Chinese E-consumers are platform specific.
Instead of searching for a product on Baidu or
Google, most Chinese consumers will go
directly to Taobao to conduct their search;
therefore, traditional ways of driving traffic
(including Search Engine Optimization) are
not as effective in China.

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CUSTOMER
China’s leading
on-line payment
platform. Has over 600
million registered accounts
and proceeds over 11
million transactions per day.
ALIBABA DOMINATION
BUSINESS
One of the most
popular B2B
marketplaces worldwide.
China’s on-line
shopping leader.
In Dec 2010, had more than
370 million registered users
and 800 million listings.
Global
Alexa
Rank* 80th
Global
Alexa
Rank* 97th
14thGlobal
Alexa
Rank*
China
Market
Share 48.9%
China
Market
Share 49%
China
Market
Share 90.3%
Global
Alexa
Rank* 62nd
China
Market
Share 48.5%
Dedicated
B2C platform.
More than
30,000 Chinese
and international
brands
*As at Dec 2011
CUSTOMER
BUSINESS

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ALIBABA AT A GLIMPSE
 Founded in 1999, headquartered in
Hangzhou
 Ma (Jack) Yun is the Founder, Chairman,
and CEO
 2012 revenue = RMB 24 billion
 24,000 employees
 In 2012, facilitated more sales (RMB 1.1
trillion) than eBay and Amazon combined
 Plans to open traditional brick and mortar
retail outlets in partnership with Chinese
real estate company Wanda

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TAOBAO vs. TMALL
Taobao is the largest consumer-to-consumer
online shopping platform in China. The focus
of Taobao is C2C and it allows the resale of
products without any licensing requirements,
as long as it does not violate Chinese law.
The primary protection for brand owners on
Taobao is to prevent infringers from using
copyrighted pictures or trademarks.
Tmall can be distinguished from Taobao as a
dedicated business-to-consumer online
shopping platform that restricts its
participants to actual brand owners or
licensees. Therefore, Tmall is able to assure
consumers that they are purchasing an
authentic product.
 Cannot use misleading words on
Tmall such as “Nike-style”
shoes.
 Tmall controls its vendors and
requires them to show their
business license, license
agreements, and other
documents to ensure
authenticity.
 Taobao searches will include
Tmall products, but not vice
versa.
 Only Tmall flagship stores have
the right to buy Taobao banners
directing consumers to the store
in a Taobao search.
 Tmall provides consumer
information to store owners for
both their own store and their
sectors.

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TMALL STATS
 By using Taobao’s
infrastructure and payment
system Alipay, users are
familiar with all services
and trust the mechanism
 Tmall only accepts verified
stores, so there’s a
guarantee that products
sold online are real
 Tmall launched a
standalone iPhone app to
enter the m-commerce
market

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 Tmall is currently China’s most popular B2C
platform. Any product search performed within
the Alibaba family including Taobao and eTao will
direct customers to Tmall listed products.
 If a WFOE already operates a retail store during
the establishment, then it can directly become a
seller on Tmall without any additional
government authorization.
 Tmall is more discerning than Taobao -
participating merchants are authenticated.
 Tmall has 150,000 merchants and 200,000
brands selling to 180 million customers.
Many branded suppliers have set up flagship
stores on Tmall.
 Gross sales for 2010 exceeded RMB 1 trillion,
about three times more than its closest
competitor, 360buy. Tmall dominates the B2C
online retail market in China.
TMALL HAS RUN SINGLES DAY
SALE IN PAST FOUR YEARS:
2009 SALES RMB 50 MILLION
2010 SALES RMB 936 MILLION
2011 SALES RMB 3.36 BILLION
2012 SALES RMB 19.1 BILLION
TMALLTHE VIRTUAL DEPARTMENT STORE

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UNDERSTANDING TMALL
Perceived downsides include:
FLAGSHIP
STORE
Owner of the store must be
formal or exclusive
representative of the brand
SPECIALITY
STORE
Dealers with distribution rights
without geographical restrictions
in the Greater China region are
eligible to open this type of store
“MONOPOLIZED”
STORE
Merchants with two or more brands
within one of TMall’s product categories
can open this type of store. Only one
“monopolized” store can be held per
merchant per product category
STORE FORMATS
TMALL INSISTS ON ITS STANDARD TERMS AND CONDITIONS; LITTLE ROOM FOR NEGOTIATION.
 Concerns as to customer information
 Loss of control over branding
 Customer experience
 Captive retailers/brand owners
FRANCHISE
STORE
Franchisees with rights to
distribute licensed product and
valid license from Franchisor

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COSTS AND FEESAnd other requirements
 Deposit of RMB 150,000 for Multi-brand stores
 Deposit of RMB 100,000 for a flagship store
 Deposit of RMB 50,000 for standard store
 Technical service fee of RMB 60,000 per year. 50% of
the fee will be redeemed by reaching RMB 360,000 in
sales and 100% after reaching RMB 1.2 million in sales
 Every transaction is subject to a 5% sales commission
which is automatically deducted
 0.5% Tmall consumer cash-back program in which all
Tmall retailers must participate
 Contracts are signed and re-signed annually so there
are no long term arrangements
Costs and fees depend on the type of store and
business you decide to open but as a guide:
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Three Rules of Tmall
1
2
3
Must allow consumers to return
products within 7 days (if
product is re-saleable)
Must provide return shipment
within 72 hours of complaint
being filed
Guarantee that products are
genuine. If products are fake –
WILL SHUT YOU DOWN!

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DRIVING TMALL
TRAFFIC
32
 Organic search platform that will
link to highest selling products
 Paid marketing through charges
per sale, purchasing key words,
pay per click, banners.
 Tmall special events (Singles Day
sales, Christmas sales, etc.).
 These events are generally
free and only require following
certain requirements to
participate (Minimum inventory
of products, free delivery, etc.)
 On a first come, first serve
basis

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FOREIGN BRAND OWNERS
33
Tmall is actively trying to recruit foreign brands to its platform
 Tmall understands that foreign brands are at a competitive disadvantage
for decision making, especially in regards to special events, which are
allotted on a first-come, first-serve basis.
 Tmall reserves 10 monthly banners specifically for foreign brand owners.
The decision to award these banners is a holistic approach, but the key is
the ability to drive traffic to Tmall and promote the Tmall brand along with
your own. If you are hosting a large event and are willing to promote your
Tmall store at that event, Tmall will be more inclined to provide you one of
these banners.
 The Flagship stores are intended to also serve as marketing platforms to
educate the consumer about your brand along with being a point of sale.
 BEING ABLE TO CROSS PROMOTE TMALL IS KEY!

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HOW TO GET ONLINE
1) Must be registered and licensed in
the PRC. Must have a trademark in
Chinese characters from the
Trademark Office.
2) Apply for enterprise Alipay account
and pass seller authentication
3) Sign into online application page at:
http://zhaoshang.tmall.com
a) Pass the online Tmall entry
test
4) Fill in company information online
and accept Tmall online service
terms, service agreement, and
Alipay payment agreement
5) Upload brand logo; the logo must be
the same as the one filed with the
Trademark Office
6) Post your enterprise qualification
and brand qualification to TMall for
approval
7) Complete the payment of cash
deposit and technology service fee
within 15 days
8) List and upload products within 30
days
9) Go live with the store
10) Continue to comply with Tmall’s
service standard including 7 days
free return/exchange, formal sales
receipt, and shopping points
promotions

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10
Foreign retailers have already made headway
into China without any directed presence. One
client had over USD 60 million in gross sales
without any physical stores, marketing or even a
Chinese language website.
For retailers who already manufacture in China,
it may be more cost effective to retain a surplus
of goods and outsource warehouse storage and
logistics to 3rd party service providers instead of
paying double duty by shipping manufactured
goods out of China and back in again.
At present many foreign retailers first export
goods for sorting overseas – however, some
face resistance from Chinese suppliers to adjust
the supply relationship. In reality, normally not
legal but for commercial reasons (i.e. VAT
rebate, transfer pricing, maintain funds outside
China, etc.).
An initial step is to work with an e-commerce
partner.
CLICKS WITHOUT BRICKSNOT EVEN HERE & SELLING

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14
A big loser will likely be the traditional department store –
unless they have a flagship department store coupled with a
massive on-line version.
An approved Retail WFOE does not
need to apply for on-line sales as
specific part of business scope.
A Retail WFOE with established stores can have online
sales via 3rd parties (e.g. Tmall) or via own website. Sales
via own website require ICP license from Ministry of
Industry and Information Technology (MIIT).
Trend will be for many retailers to have flagship stores for customer
experience coupled with an on-message online presence and
exposure to various portals such as T-Mall or 360.
Develop an on-line mindset. View on-line
presence as a complement to physical
stores, not merely an add-on.
14
BRICKS AND CLICKSMOST FOREIGN RETAILERS WANT SOME PHYSICAL PRESENCE

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IMPORTANCE OF A PHYSICAL STORE
You still need a showroom
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BRAND RECOGNITION
 Physical stores serve as a showroom for
Chinese shoppers to test out products and ask
questions. Even if they are no longer a point-of-
sale in China, a physical presence is still
extremely important to control and advertise
your brand.
 It’s a way to connect the online experience with
the real world.
 It’s an alternative to being captive on
Taobao/Tmall only.
 Physical stores in prime locations are similar to
commercial advertising on television. Brand
recognition decrease drastically when retailers
are crammed into the same website. A physical
presence allows consumers to distinguish your
brand from competitors.
MAINTAIN PERCEPTION OF QUALITY
 Foreign products are perceived to be of higher
quality than local products and a physical store
than can provide a “brand experience” can
further distinguish your product and maintain
the perception of quality.
 The physical store can provide a “brand
experience” for your customers and help them
identify with your brand. Both Apple and
Starbucks are extremely successful foreign
retailers who have utilized the “coolness” of
their brand to create an experience for the
Chinese consumer.
 The physical store also reaffirms to the
consumer that they are receiving authentic
foreign products.

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ADDING BRICKS TO THE CLICKS
HOW ANGRY BIRDS WENT FROM ONLINE GAME TO PHYSICAL RETAILER
 Originally created as a game for the iPhone
 Now, has expanded to clothing, toys and
even amusement parks
 ROVIO, the developer, expects its China
revenue to triple in 2012, including opening a
brand store in Shanghai selling licensed
apparel and iPhone cases
 Planned to open 25 stores in China in 2012
 Also opening Angry Bird-themed amusement
parks in China in several provinces.
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MISTAKE 6: REAL ESTATE
 For most e-commerce not enough – also need physical
presence
 Stores increasingly concept or experience rather than
mere sales
 In 1st tier cities premier landlords have leverage
 General term for leases (other than hyper-markets or
flagship stores) is less than 3 years
 In case of a breach of short term lease by landlord there is
little practical recourse by tenant
 Not uncommon for landlord to put in own similar shop in
space afterwards

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SUMMARYMain takeaways
 China’s Retail market is booming. While the
methods are changing (moving towards 2nd/3rd cities
or e-commerce, China’s retail market is still going
full speed ahead.
 The importance of E-commerce. By utilizing e-
commerce platforms, you can quickly establish
distribution networks, and drastically improve your
ability to expand to 2nd, 3rd (and beyond) tier
markets.
 Use Chinese local know-how and cash to roll out
Your business will concentrate on brand/innovation,
let Chinese partner worry about lease, staff, and
local authorities
 Keep the corporate DNA intact Your brand will
always remain your most valuable asset
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PRC EXPERTISE
Not only has our team possess the expertise in China, we also
understand the Chinese consumer and the way business is done. Our
China expertise goes beyond just legal matters and we can assist you
with all aspects of your China. We are the only international law firm
that can practice PRC law – we stand by our advice.
RETAIL SPECIALISTS
We are one of the only firms in China that specialize and focus on
retail. We understand the nuances and particular issues affecting
retailers and brand owners. This means we can anticipate problems
before they arise. We are familiar with franchising, leasing, intellectual
property, advertising, and all of the other particular issues specific to
the retail sector
THE KWM DIFFERENCEWhat sets us apart
With our 12 offices across
Mainland China and Hong Kong,
we can provide you on the
ground support wherever you
need it
ROLL OUT
With 12 offices across China we are where you are or plan to be. In
addition we have worked on and helped develop successful roll out
models for China.
MORE THAN A LAW FIRM
In addition to quality legal services we are able to provide clients with
an all-round solution – we regularly work with e-comm firms; market
entry specialists; brand consultants; Chinese investors; developers;
local government. Our clients like having our involvement as a
sounding board and facilitator.

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This graphic indicates the combined power and capability of the King & Wood Mallesons network.
KWM WORLDWIDE COVERAGE

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KWMRETAIL
MARK SCHAUB
Partner
Shanghai
T +86 21 2412 6003
schaub@cn.kwm.com
Mark specializes in foreign direct investment, M&A, outbound investment, compliance,
intellectual property and retail. He has advised foreign investment projects in a wide
variety of sectors including retail, power, media, internet, renewable energy,
transportation, automotive and manufacturing. Transaction sizes have varied from USD
140,000 to USD 1 billion. He is familiar with China issues faced by companies of all sizes
and also the issues Chinese companies face as they go overseas.
Mark Schaub has been lead counsel for clients in acquisitions, M&A projects,
outsourcing, technology licensing, compliance, restructuring, fraud investigations,
distribution as well as providing day-to-day corporate advice.
He is also the leader of the Retail practice group at King & Wood Mallesons; assisting
different retailers and brand owners in setting up their operations in China and dealing
with the many legal issues involved with navigating the maze of PRC regulations.
Retailers/brand owners our team have assisted include the Kering Group, VF
Corporation, Bjorn Borg, Brioni, Coach, Alfred Dunhill, Yihaodian, adidas, Versace, North
Face, Kipling, Tesco, Walmart, Bvlgari, JYSK, Sainsbury’s, Loro Piana, Apple, Microsoft,
Lotte, Aeon, Grand Optical, Bottega Veneta, Hasbro, Glamour Sales, Chanel, Armani,
Alexander Wang, LVMH, Johnson & Johnson, Blackmores, PURE Group, Oroton, MCM
and many, many more.
Mark has lived in Shanghai since 1993 and has written two books on doing business in
China.
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KING & WOOD
MALLESONS
retail.pt@cn.kwm.com
11. Operational Primer
12. Operational – Leases
13. Operational – Compliance
14. Operational – Privacy
15. Operational – HR
1. Retail Primer – Overview of PRC
2. Market Entry Overview
3. Market Entry – Franchises
4. Roll Out – Expanding into 2nd tier
cities and beyond
5. Roll Out – Chinese funding of Retail
in China
Retail Publications
6. Branding Primer – Branding and
Trademarks in China
7. Branding – Why you need a Chinese brand
8. Branding – Common Mistakes by Foreign
Companies
9. Sourcing Primer
10. E-Commerce Primer

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www.kwm.com |
KWM GLOBAL NETWORK
Asia
Beijing
40/F, Tower A, Fortune Plaza
7 Dongsanhuan Zhonglu, Chaoyang
Beijing, 100020, PRC
T +86 10 5878 5588
Beijing
20/F, East Tower World Financial Center
1 Dongsanhuan Zhonglu Chaoyang
Beijing, 100020, PRC
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22/F, City Tower,
86 Section One, Renminnanlu,
Chengdu, Sichuan, 610016, PRC
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1112 Metropolitan Tower,
68 Zourong Rd, Chongqing,
400010, PRC
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5 Zhujiang Xi Road, Zhujiang New Town,
Guangzhou, Guangdong, 510623, PRC
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D Region,12/F Euro America Center,
No.18 Jiaogong Road, Hangzhou,
Zhejiang, 310012, PRC
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13/F Gloucester Tower
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15 Queen's Road Central
T +852 3443 1000
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4/F, Int'l Business Center,
6 Liyang Ave., Jinan,
Shandong, 250002, PRC
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10/F, Hisense Building,
17 Donghaixi Rd., Qingdao,
Shandong, 266071, PRC
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17/F, One ICC, Shanghai ICC,
999 Huai Hai Road (M),
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T +86 21 2412 6000
Shenzhen
28/F, Landmark,
4028 Jintian Rd., Futian District,
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601 Century Financial Tower
1 Su Hua Rd Industrial Park
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Tokyo, 100-0014
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Level 33, Waterfront Place
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QLD 4000
T +61 7 3244 8000
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Level 5, NICTA Building
7 London Circuit
ACT 2600
T +61 2 6217 6000
Melbourne
Level 50, Bourke Place
600 Bourke Street
VIC 3000
T +61 3 9643 4000
Perth
Level 10, Central Park
152 St Georges Terrace
WA 6000
T +61 8 9269 7000
Sydney
Level 61, Governor Phillip Tower
1 Farrer Place
NSW 2000
T +61 2 9296 2000
Europe
Berlin
Zoofenster, Hardenbergstraße 27
10623 Berlin
T +30 88 71 71 50
Brussels
Square de Meeûs 1
1000 Brussels
T +32 2 511 5340
Frankfurt
Atrium am Opernplatz
Bockenheimer Anlage 46
60322 Frankfurt am Main
T +49 69 50 50 32 500
London (UK)
10 Queen Street Place
London EC4R 1BE
T +44 20 7111 2222
Luxembourg
41 Boulevard Prince Henri
L-1724 Luxembourg
T +352 27 47 56
Madrid
Calle de Claudio Coello, 37
28001 Madrid
T +34 91 426 0050
Milan
Corso G. Matteotti 3
20121 Milan
T +39 02 36 57 57 01
Munich
Karolinen Karree, Karlstraße 12
80333 Munich
T +49 (0)89 89 0 81 0
Paris
92 avenue de Champs Elysees
75008 Paris
T +33 1 44 346 346
Middle East
Dubai
Suite 303, Level 3
Park Place, Sheikh Zayed Road
PO Box 24482
Dubai, United Arab Emirates
T +97 14 328 9900
North America
New York (USA)
42/F 444 Madison Ave
New York
NY 10022
T +1 212 319 4755
Silicon Valley (USA)
535 Middlefield Road, Suite 180
Menlo Park, CA 94025
T +1 650 858 1285
45