This course examines important facets of the regulation of corporations. It investigates the law and policy relating to the acquisition of control of corporations, particularly by takeover, and the regulation of financial markets generally. Topics to be covered may include:
- issues prompting, and theories shaping, the regulation of takeovers and the securities industry generally;
- the regulation of financial markets;
- the powers of the Australian Securities and Investment Commission and the obligations of listed companies, brokers and dealers;
- controls upon market manipulation and insider trading;
- the legal requirements for prospectuses;
- controls upon the acquisition of shares under Chapter 6 of the Corporations Act 2001 (Cth);
- directors' responsibilities in a takeover situation; and
- compulsory acquisition powers.
To develop their knowledge and skills, students will engage in a range of learning activities, including seminars and collaborative group work.
Learning Outcomes
Upon successful completion, students will have the knowledge and skills to:
- Examine the legal framework and legal rules relevant to the regulation of takeovers and securities regulation in Australia and critique the policies behind those rules.
- Analyse and propose solutions to complex problems faced during corporate fundraising and corporate control transactions.
- Collaborate to reflect on and communicate themes emerging within wider debates about regulation and corporate governance.
- Plan and execute a research project on an aspect of financial markets and takeovers law.
Research-Led Teaching
- Research-led teaching is a significant part of this course.
- Reading list for each week's lecture will be posted on Canvas course site 2 weeks before the relevant workshop. In addition to mandatory readings, there are substantial amount of optional reading consisting of academic papers, policy papers, etc...
- With academic training in law and economics, and substantial experiences in practicing law in major securities markets, the course convenor will guide students to engage in interdisciplinary inquiries as to:
(a) what parties are trying to achieve in the financial markets;
(b) how each of them and other parties who are not part of the transactions may be affected by the proposed transactions in the financial markets;
(c) what challenges that private ordering (contracts, corporate charts and self-regulation etc..) may face;
(d) what reasons/goals might justify state intervention to regulate voluntary transactions in the financial market, and
(d) comparative advantages of different approaches of intervention, legal remedies and regulatory tools in addressing the above challenges and goals, drawing insights from regulatory theories and institutional arrangements across different jurisdictions, e.g. Australia, the US, and Hong Kong.
Required Resources
Required readings for each session will be selected book chapters, journal articles and other materials, which will be posted on Canvas course site at least 4 weeks before the 1st session of this course on Thursday 15 January 2026.
Required legislations:
- Corporations Act 2001 (Cth)
- Australian Securities and Investments Commission Act 2001 (Cth)
Recommended Resources
Generally recommended textbooks:
- Black, Ashley and Pamela Hanrahan, Securities and Financial Services Law (LexisNexis, 10th ed, 2021) (both hard copies & E-book are available via ANU Law Library)
- Bottomley, Stephen et al, Contemporary Australian Corporate Law (Cambridge University Press, 2nd ed, 2021 & 3rd ed 2025)
- Levy, Rodd, Takeovers Law and Strategy (Thomson Reuters, 6th ed, 2022)
- Redmond, Paul, Corporations and Financial Markets Law (Thomson Reuters, 7th ed, 2022)
- Austin, Robert and Ian Ramsay, Ford, Austin and Ramsay’s Principles of Corporations Law (LexisNexis, 17th ed, 2018)
Suggestions on improving literacy of financial market and regulations
1.1 Pick up a financial journal and go through it every day or every other day, such as:
- The Australian Financial Review (https://www.afr.com )
- The Financial Times (https://www.ft.com )
- The Wall Street Journal (https://www.wsj.com )
- The Economist (https://www.economist.com )
Many articles and especially past articles are free.
ANU and many institutions that employ you might have subscriptions for general knowledge and task-specific knowledge of their employees, e.g. banks, law firms, etc..
1.2 On a particular subject that you are interested:
- Conduct a Google search can put you into a good start;
- Conduct a Google Scholar search, if you have more intellectual curiosity and interests in an academic career;
- Go to the official website of major regulators in major financial markets, such as:
Australia:
ASIC (Australian Securities and Investment Commission): https://www.asic.gov.au/
APRA (Australian Prudential Regulatory Authority): https://www.apra.gov.au/
RBA (Reserve Bank of Australia): https://www.rba.gov.au/
Treasury: https://treasury.gov.au/
UK:
FCA (Financial Conduct Authority): www.fca.gov
PRA (Prudential Regulation Authority/Bank of England): https://www.bankofengland.co.uk/explainers/what-is-the-prudential-regulation-authority-pra
FPC (Financial Policy Commitee/Bank of England): https://www.bankofengland.co.uk/about/people/financial-policy-committee
US:
SEC (the US Securities & Exchange Commission): www.sec.gov
Federal Reserve: https://www.federalreserve.gov/
OCC (Office of the Controller of the Currency/Treasury): https://www.occ.treas.gov/
CFTC: (Commodity Futures Trading Commission): https://www.cftc.gov/
CFPB: (Consumer Financial Protection Bureau): https://www.consumerfinance.gov/about-us/the-bureau/
Hong Kong:
HKMA (the Hong Kong Monetary Authority): www.sec.gov
SFC (Securities and Futures Commission): https://www.sfc.hk/en/
EU:
The EU financial services system: European System of Financial Supervision (ESFS) | Fact Sheets on the European Union | European Parliament (europa.eu)
1.3 Search for videos or courses online
- Some great universities provided free online courses and videos, such as
- Open Yale Courses (https://www.oyc.yale.edu )
- Standard online courses (https://online.stanford.edu/ )
- MIT Open Course Ware (https://ocw.mit.edu)
1.4 Pick up some very fun and approachable books on financial markets, such as:
- Books written by Michael Lewis (e.g. The Big Short)
- A Random Walk Down Wall Street: The Time-Tested Strategy for Successful Investing
- Numbers Go Up: Inside Crypto's Wild Rise and Staggering Fall
- When Genius Failed: The Rise and Fall of Long-Term Capital Management
- Barbarians at the Gate: The Fall of the RJR Nabisco
- More Money Than God: Hedge Funds and the Making of a New Elite
Staff Feedback
Students will be given feedback in the following forms in this course:
- written comments
- verbal comments
Student Feedback
ANU is committed to the demonstration of educational excellence and regularly seeks feedback from students. Students are encouraged to offer feedback directly to their Course Convener or through their College and Course representatives (if applicable). Feedback can also be provided to Course Conveners and teachers via the Student Experience of Learning & Teaching (SELT) feedback program. SELT surveys are confidential and also provide the Colleges and ANU Executive with opportunities to recognise excellent teaching, and opportunities for improvement.
Other Information
Task submission times refer to Canberra time (AEST/AEDT).
Extensions, late submission and penalties: https://law.anu.edu.au/extensions-late-submission-and-penalties
Extenuating circumstances: https://www.anu.edu.au/students/program-administration/assessments-exams/extenuating-circumstances-application
Deferred examination: http://www.anu.edu.au/students/program-administration/assessments-exams/deferred-examinations
Penalties for excess word length: https://law.anu.edu.au/word-length-and-excess-word-penalties
Distribution of grades policy: https://law.anu.edu.au/grading
Assessment Reviews and Appeals: https://law.anu.edu.au/assessment-review-and-appeals
Further information about the course: is available from the course Canvas page. Students are required to access the Canvas site regularly throughout the course for any announcements relating to the course.
Artificial Intelligence (AI)
The ANU Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as providing clear guidance on the responsible and ethical use of AI technologies.
The following resources may also be useful:
• The ANU Library's Libguide is a valuable resource for gaining a comprehensive understanding of AI's role in academia.
• The ANU Academic Skills site provides useful information to ensure that you leverage AI responsibly and effectively.
• The ANU Law School's Academic Integrity and Misconduct site provides content related to legal implications, ethical guidelines, and considerations when dealing with AI in the context of law.
Class Schedule
| Week/Session | Summary of Activities | Assessment |
|---|---|---|
| 1 | Overview of Financial Market and regulation | This course is taught in-person only as a workshop.Depending on the actual number of students enrolled in the class, students are expected to participate in various class activities with diligence, such as group discussions, brief in-class presentations by group representative, answers to questions in writing or verbally, etc...To facilitate the class activities, each student will be given a blank name card to write on the preferred name in the class. Students are responsible to keep such name cards and bring them to each class for this course.Due to the nature of the course which necessarily includes unevenly distributed intervals, breaks and various class activities with different length, classes will NOT be recorded. |
| 2 | Australian Financial market and Regulation | |
| 3 | Securities Market and Regulation I: Issuance & mandatory disclosure & liabilities | |
| 4 | Securities Market and Regulation II: Private Enforcement & Enforcement by ASIC | |
| 5 | Takeovers | |
| 6 | Financial Advisors & Dealers & Brokers | |
| 7 | Banking Regulation & others | |
| 8 | Fintech and financial consumer protection | |
| 9 | Regulation of other financial products/service, e.g. crypto currencies | |
| 10 | International capital market and legal infrastructure | |
| 11 | Guest lectures | |
| 12 | Review |
Tutorial Registration
There are no tutorials in this course.
Assessment Summary
| Assessment task | Value | Due Date | Return of assessment | Learning Outcomes |
|---|---|---|---|---|
| Optional Quiz | 0 % | 30/01/2026 | * | 1,2,3,4 |
| Group Presentation | 20 % | 05/02/2026 | 12/02/2026 | 1,2,3,4 |
| Independent Research Essay | 60 % | 19/02/2026 | * | 1,2,3,4 |
| Course Reflection Video | 20 % | 19/02/2026 | * | 1,2 |
* If the Due Date and Return of Assessment date are blank, see the Assessment Tab for specific Assessment Task details
Policies
ANU has educational policies, procedures and guidelines , which are designed to ensure that staff and students are aware of the University’s academic standards, and implement them. Students are expected to have read the Academic Integrity Rule before the commencement of their course. Other key policies and guidelines include:
- Academic Integrity Policy and Procedure
- Student Assessment (Coursework) Policy and Procedure
- Extenuating Circumstances Application
- Student Surveys and Evaluations
- Deferred Examinations
- Student Complaint Resolution Policy and Procedure
- Code of practice for teaching and learning
Assessment Requirements
The ANU is using Turnitin to enhance student citation and referencing techniques, and to assess assignment submissions as a component of the University's approach to managing Academic Integrity. For additional information regarding Turnitin please visit the Academic Skills website. In rare cases where online submission using Turnitin software is not technically possible; or where not using Turnitin software has been justified by the Course Convener and approved by the Associate Dean (Education) on the basis of the teaching model being employed; students shall submit assessment online via ‘Canvas’ outside of Turnitin, or failing that in hard copy, or through a combination of submission methods as approved by the Associate Dean (Education). The submission method is detailed below.
Moderation of Assessment
Marks that are allocated during Semester are to be considered provisional until formalised by the College examiners meeting at the end of each Semester. If appropriate, some moderation of marks might be applied prior to final results being released.
Participation
For all courses taught in any mode (whether face to face or online), the ANU College of Law considers participation in the classes offered to be an important part of the educational experience of the program. Students are expected to attend all classes.
Examination(s)
There will be no examination(s) for this course.
Assessment Task 1
Learning Outcomes: 1,2,3,4
Optional Quiz
Details of Task: Optional online quiz to be completed on Canvas. General feedback will be provided in about one week after the due date.
Nature of Task: Optional. This assessment task is designed to give students an opportunity to receive feedback on their progress in the course.
Weighting: 0%
Release Date: 5pm, Friday, 16 January 2026
Due Date: 5pm, Friday, 30 January 2026
Extensions: As this quiz is open for more than 24 hours, no time adjustments, late submissions or extensions shall be applied for this task.
Estimated Return Date: Results are available immediately upon completion.
Assessment Criteria: This task is marked automatically according to accuracy of understanding of course content.
Assessment Task 2
Learning Outcomes: 1,2,3,4
Group Presentation
Details of task:
a. The composition of teams and the allocation topics of (assigned randomly) will be announced at the end of the first session on 15 January 2026.
b. Each team shall be required to present on the assigned lecture topics and are expected to meet and collaborate to complete this task.
c. Each individual shall present 4-5 minutes, and total presentation time for each team would depend on the size of the team.
d. Each member of the team will be assessed and marked separately on their individual performance in the presentation, but team coordination will be considered (as indicated in the Rubric below).
e. Each presentation shall be recorded live in Zoom and the Zoom link shall be submitted in Canvas.
f. The video recording on Zoom should show the full face of each relevant student while they are presenting.
g. Each presentation shall be accompanied with PowerPoints (PPTs) slides and the PPTs shall be submitted in Canvas together with the video of the presentations.
Production of video:
(a) students must ensure the background in the video does not interfere with the contents of the video and that their voice and image are clear.
(b) no background music is allowed.
(c) the background is stable and not moving, and it is as plain as possible; and
(d) there’s no need to waste time on editing it or putting any special effects: the contents and substance of the statement is much more important than how fancy the video might look.
Nature of task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.
Weight: 20%
Due Date: 5pm, Thursday 5 February 2026. Due to the nature of the task, late submission or extension is not permitted.
Estimated return date: 12 February 2026.
Assessment Criteria:
Presentation (12/20)
Scoping of the presentation topic reflects consideration of the following factors:
- time limit for the presentation,
- team capacity, and
- nature of the audience.
Contents of presentation:
- Address real questions with substantial implication to law, instead of purely conceptual/logical questions, and
- Provide new information, perspectives, and/or opinion.
Structure & logic of the presentation
- Clarity in presentation (based upon familiarity of the substance)
Familiarity with one’s own sections, including the materials underlying one's own presentations:
- Merely reading from a transcript will be evident and will attract low marks.
Engaging presentation and effective communication to an audience (e.g. necessary eye contact and pauses)
Time compliance
Team coordination (5/20)
- Logical connection between different section of the presentation,
- Fair distribution and undertaking of responsibilities among team members, and
- Each team member’s familiarity of the overall presentation, in addition to one’s own section.
PPTs for presentations (3/20)
- aids to presentations, instead of being transcripts for presenters.
- the name and student ID of each student responsible for the relevant part of the presentation.
- no credit for “fancy” or otherwise over-edited slides.
Assessment Task 3
Learning Outcomes: 1,2,3,4
Independent Research Essay
Details of Task:
(a) The essay must address a question of law/regulation and/or legal implication, instead of a pure conceptual or logical question.
(b) The scope of this question needs to align with the word limit and the capabilities of the author.
(c) The essay may take various forms, including but not limited to:
i. the form of a law reform submission, setting out specific suggestions for law reform and the corresponding reasons for proposing these suggestions,
ii. a summary of enforcement by certain regulator(s) and comments on these enforcement activities; or
iii. comparison and comment on different approach of law and regulation of Australia and another jurisdiction in address similar problems in the financial market.
(d) Students are encouraged to discuss the choice of potential topics with the course convenor.
(e) The essay must be of the topic closely related to the contents of this course.
While reasonable deviation would be permitted, substantial deviation would attract penalty.
(f) Students must complete this essay independently and comply with all of ANU’s academic integrity principles and must meet the following requirements:
i. The essay must be research-based and have footnotes where necessary.
ii. There is NO need for a list of reference or bibliography.
iii. The Essay must meet be in the fond of New Times Rome (Size 12 for body text and Size 8 for footnotes), double-spaced, properly paginated.
iv: If AI and any other research and writing aid has been used, student must comply with the ANU Law School Policy as provided in Canvas, including making proper disclosure.
Academic Integrity: This video must be completed by yourself independently, in addition to compliance with all of ANU’s academic integrity principles here, including proper disclosure of AI and other aid in compliance with ANU Law School policies posted on the Canvas course site.
Nature of task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.
Weighting: 60%
Word limit: 3,000 words (EXCLUDING footnotes). The ANU Law School Word Length and Excess Word penalties policy can be found here.
Due date: 5pm, Thursday 19 February 2026. Due to the nature of the task, late submission (without an extension) is NOT permitted. Where you have not been granted an extension, any submission after the due time will not be accepted and a mark of zero will be awarded.
Estimated return date: Results for non-standard sessions will be released approximately one month from the course end date.
Assessment Criteria: A rubric will be provided on the course site.
Assessment Task 4
Learning Outcomes: 1,2
Course Reflection Video
Details of Task:
The purpose of this task is to demonstrate (1) your own efforts in coming up with the topic addressed in AT3, and (2) your participation in the sessions of the course.
Please:
- about the AT3 Essay, briefly explain verbally (a) the reasons for choosing the topic addressed in AT3 Research Essay, and (b) the potential contribution of this Essay that you are mostly proud of(10%); and
- about the topics/contents covered in this course (other than the topic addressed in AT3 Essay, if applicable), briefly explain verbally which parts are mostly interesting/useful to you and why (10%).
Academic Integrity: This video must be completed by yourself independently, in addition to compliance with all of ANU’s academic integrity principles here.
At the beginning of your video, please hold your ID card facing the camera and announce your name and student ID.
Students must ensure the background in your video does not interfere with the contents of your video and that your voice and image are clear:
- no background music is allowed,
- the background is stable and not moving, and it is as plain as possible, and
- please DO NOT waste time on editing it or putting any special effects: the contents and substance of your statement is much more important than how fancy your video might look; and
- proper disclosure should be made according to the ANU Law School Policy (as provided in Canvas course site), if you did use any App, AI or other aids (such as a friend or classmate to take the video for you) in the production of the video. Failure in making proper disclosure could trigger formal investigation of potential breach of academic integrity.
It's strongly suggested that students test their video fully before formally submit the video.
Nature of task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.
Weighting: 20%
Duration (The length of video): Four to eight minutes. Any contents beyond eight minutes will not be watched or marked.
Submission Requirement: It must be submitted ONLY in the format of MP4.
Due date: 5pm, Thursday 19 February 2026. Due to the nature of the task, late submission (without an extension) is NOT permitted. Where you have not been granted an extension, any submission after the due time will not be accepted and a mark of zero will be awarded. Please be aware that if you are in your final course(s), any late submissions may delay your conferral date.
Assessment Criteria: A rubric will be provided on the course site. To simply read from a script or PPT slides would attract substantial penalty.
Estimated return date: Results for non-standard sessions will be released approximately one month from the course end date.
Academic Integrity
Academic integrity is a core part of the ANU culture as a community of scholars. The University’s students are an integral part of that community. The academic integrity principle commits all students to engage in academic work in ways that are consistent with, and actively support, academic integrity, and to uphold this commitment by behaving honestly, responsibly and ethically, and with respect and fairness, in scholarly practice.
The University expects all staff and students to be familiar with the academic integrity principle, the Academic Integrity Rule 2021, the Policy: Student Academic Integrity and Procedure: Student Academic Integrity, and to uphold high standards of academic integrity to ensure the quality and value of our qualifications.
The Academic Integrity Rule 2021 is a legal document that the University uses to promote academic integrity, and manage breaches of the academic integrity principle. The Policy and Procedure support the Rule by outlining overarching principles, responsibilities and processes. The Academic Integrity Rule 2021 commences on 1 December 2021 and applies to courses commencing on or after that date, as well as to research conduct occurring on or after that date. Prior to this, the Academic Misconduct Rule 2015 applies.
The University commits to assisting all students to understand how to engage in academic work in ways that are consistent with, and actively support academic integrity. All coursework students must complete the online Academic Integrity Module (Epigeum), and Higher Degree Research (HDR) students are required to complete research integrity training. The Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as understanding and upholding academic integrity.
Online Submission
You will be required to electronically sign a declaration as part of the submission of your assignment. Please keep a copy of the assignment for your records. You must ensure that you upload the correct document on the specified submission due date and time. Any document modified after the due date and time will either incur a late penalty or will NOT be accepted. Unless an exemption has been approved by the Associate Dean (Education), submission must be through Turnitin in a word processing file format (.doc, .docx). Electronic copies in .pdf file format are not acceptable.
Hardcopy Submission
For some forms of assessment (hand written assignments, art works, laboratory notes, etc.) hard copy submission is appropriate when approved by the Associate Dean (Education). Hard copy submissions must utilise the Assignment Cover Sheet. Please keep a copy of tasks completed for your records.
Late Submission
Individual assessment tasks may or may not allow for late submission. Policy regarding late submission is detailed below:
- Late submission not permitted. If submission of assessment tasks without an extension after the due date is not permitted, a mark of 0 will be awarded.
- Late submission permitted. Late submission of assessment tasks without an extension are penalised at the rate of 5% of the possible marks available per working day or part thereof. Late submission of assessment tasks is not accepted after 10 working days after the due date, or on or after the date specified in the course outline for the return of the assessment item.
- Late submission is not accepted for tests or examinations.
- Late submission with an extension. To ensure equity for all students, the 5% penalty per working day for late submission of work does not apply if you have been granted an extension. Where an extension is granted, the revised due date and submission time will be provided in writing. Importantly, any revised due date is inclusive of weekends and public holidays. Regardless of which day of the week the revised due date falls on, students who submit after that date will be penalised by 5% of the possible marks available for the task per 24-hour period.
Referencing Requirements
The Academic Skills website has information to assist you with your writing and assessments. The website includes information about Academic Integrity including referencing requirements for different disciplines. There is also information on Plagiarism and different ways to use source material. Any use of artificial intelligence must be properly referenced. Failure to properly cite use of Generative AI will be considered a breach of academic integrity.
Returning Assignments
All marks and feedback will be provided by the return date listed in the class summary.
Extensions and Penalties
Extensions and late submission of assessment pieces are covered by the Student Assessment (Coursework) Policy and Procedure. Extensions may be granted for assessment pieces that are not examinations or take-home examinations. If you need an extension, you must request an extension in writing on or before the due date. If you have documented and appropriate medical evidence that demonstrates you were not able to request an extension on or before the due date, you may be able to request it after the due date.
Resubmission of Assignments
- Maximum Submissions: Students can submit up to three times per assessment.
- Final Submission Counts: Only the last uploaded version will be marked — provided it is uploaded before marking begins.
- Late Submissions: If submitted after the due date, the final version will still be marked, but late penalties will apply (unless an extension has been approved).
- No Submissions After Return Date: Once the return-of-assessment date has passed, NO submissions will be accepted.
- Marking Already Started: If a marker has already begun marking a version, that version will be the one assessed — even if a newer one is uploaded later.
Privacy Notice
The ANU has made a number of third party, online, databases available for students to use. Use of each online database is conditional on student end users first agreeing to the database licensor’s terms of service and/or privacy policy. Students should read these carefully. In some cases student end users will be required to register an account with the database licensor and submit personal information, including their: first name; last name; ANU email address; and other information.In cases where student end users are asked to submit ‘content’ to a database, such as an assignment or short answers, the database licensor may only use the student’s ‘content’ in accordance with the terms of service – including any (copyright) licence the student grants to the database licensor. Any personal information or content a student submits may be stored by the licensor, potentially offshore, and will be used to process the database service in accordance with the licensors terms of service and/or privacy policy.
If any student chooses not to agree to the database licensor’s terms of service or privacy policy, the student will not be able to access and use the database. In these circumstances students should contact their lecturer to enquire about alternative arrangements that are available.
Distribution of grades policy
Academic Quality Assurance Committee monitors the performance of students, including attrition, further study and employment rates and grade distribution, and College reports on quality assurance processes for assessment activities, including alignment with national and international disciplinary and interdisciplinary standards, as well as qualification type learning outcomes.
Since first semester 1994, ANU uses a grading scale for all courses. This grading scale is used by all academic areas of the University.
Support for students
The University offers students support through several different services. You may contact the services listed below directly or seek advice from your Course Convener, Student Administrators, or your College and Course representatives (if applicable).
- ANU Health, safety & wellbeing for medical services, counselling, mental health and spiritual support
- ANU Access and inclusion for students with a disability or ongoing or chronic illness
- ANU Dean of Students for confidential, impartial advice and help to resolve problems between students and the academic or administrative areas of the University
- ANU Academic Skills and Learning Centre supports you make your own decisions about how you learn and manage your workload.
- ANU Counselling Centre promotes, supports and enhances mental health and wellbeing within the University student community.
- ANUSA supports and represents all ANU students
Convener
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Research InterestsDr. Ruoying Chen, Senior Lecturer, J.S.D. (University of Chicago), M.Juris (Oxford) and LLB (Peking University), member of New York Bar (retired). She conducted research in law and economics of regulation, public finance and sovereign debt, corporate law and securities regulations and law & development. She previously worked in capital market, finance and M&As in Beijing and Hong Kong offices of the "Magic Circle" law firms headquartered in London. |
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Ruoying Chen
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