ACQUISITIONS IN CHINA : ASSET OR SHARE DEAL?
|
|
- Lizbeth Goodwin
- 7 years ago
- Views:
Transcription
1 The opportunities offered to foreign investors by the Chinese mergers and acquisitions market are increasing every year: in 2010, transactions involving foreign companies came to 60.1 billion euros, an increase of 21.2% compared with Seen from the West, where markets are declining, all sectors of the Chinese economy seem to be undergoing promising development and the statistics indicate that the Middle Empire will be a lasting springboard for growth. In China, companies are still manufacturing and building, but they are also selling more. In China, even more so than in Russia, Brazil or India, industry is developing and consumers purchasing power is growing every day. Foreign enterprises often succumb to the lure of China or, if not, then they are conscious of the need for a presence in China. However, the difficulties of setting up directly in one s own name in a country that is so astonishingly different from our own often prompts informed foreign companies to consider an alternative: acquisition. Obtaining a foothold in China by means of an acquisition means acquiring brands, a reputation and knowledge of the Chinese market as well as production and/or distribution networks. However, the acquisition of a Chinese company can also hold surprises (underestimated taxes and social contributions, absence of certain permits or non-observance of applicable regulations, imperfect real estate deeds, etc). The question that then arises is what form the acquisition should take, and some investors prefer to acquire the assets of one of their subcontractors, suppliers, partners or competitors. Ultimately, the question is often whether to acquire an interest or assets. I- ACQUISITION VIA A CAPITAL INTEREST Foreign investors may acquire the Chinese target company directly or indirectly via a holding company based in Hong Kong owing to the many advantages offered by Hong Kong, through which one-third of all foreign investment in China 1 transits. Acquisition of an interest via a company in Hong Kong Hong Kong is an ideal platform for carrying out mergers and acquisitions because of the flexibility of its legal and tax rules 2. In addition, the Hong Kong dollar is fully convertible and there are no exchange control measures or restrictions to complicate cross-border acquisitions. The acquisition of shares in a Hong Kong-based company may form part of various investment strategies but meets the same objective: to penetrate the Chinese market and repatriate profits generated in China 3 while guaranteeing minimum taxation of financial flows. Some investors therefore choose to acquire a holding company based in Hong Kong because the latter already holds a subsidiary in mainland China, others because they want to set up, using the Hong Kong holding company, a foreign invested enterprise or a representative office in China. Using Hong Kong as a platform for investment in China also makes it possible to benefit, after a certain time, from the privileged status of a Hong Kong investor, which guarantees access to sectors of activity that, in theory, are closed off to foreign investors (financial services, legal advice, auditing, advertising). Finally, the tax treaties that exist between China, Hong Kong and France often make it possible to repatriate a profit generated in China at a lower tax cost than direct repatriation to France. (1) Thanks, in particular, to the Closer Economic Partnership Agreement, which provides for a preferential opening of the Chinese market for Hong Kong-based investors in 18 economic sub-sectors as well as the lifting of customs tariffs for 273 categories of products originating in Hong Kong. (2) There is no capital gains tax on the sale of securities. (3) All inbound or outbound transfers of funds are supervised by the State Administration of Foreign Exchange. The latter can refuse to transfer these funds to the recipient saccount.
2 However, because of the many abuses, the Chinese tax authorities have introduced taxation on foreign holding companies (including holding companies based in Hong Kong) the sole purpose of which is to keep holdings in subsidiaries located in mainland China. In practice, it is very easy to acquire shares of unlisted Hong Kong companies: Hong Kong law merely requires, under pain of invalidity, that the transfer be formalized in an «instrument of transfer» that is signed by the two parties and that is subject to stamp duty. Of course, the entire arsenal of guarantees, price adjustment and other such measures may be provided for by contract with no limit except the parties imagination. Moreover, there is no anti-competitive legislation that makes it possible to prevent concentrations and monopolies. This simplicity contrasts with the rules that apply in mainland China. Acquisition of a holding directly in a company based in mainland China Acquisitions are a recent phenomenon in China, which began in the early 2000s. Before that, foreign investments mainly involved the creation of a new joint venture (greenfield joint venture) with a Chinese partner. The few acquisition deals that were struck were concluded within an uncertain legal framework, which only began to get clearer in 2003 with the publication of rather vague interim measures. This legal framework has since been clarified and reinforced. A precise but not very flexible legal framework Overall, mainland China s law of contract and company law do not offer the flexibility which they offer in Hong Kong. As mentioned in an earlier newsletter, many obstacles exist, particularly if one wants to spread out or vary the payment of the price. When a foreign investor acquires equity interest in a domestic company, the latter is, in fact, converted into a foreign invested enterprise. This may change many things and in particular may call into question the advantages obtained from authorities such as the Chinese customs or tax departments. What is more, foreign investors may acquire equity interest only in sectors in which foreign invested enterprises are authorized to carry on an activity in China. In addition, these transactions are subject to certain conditions and restrictions, including: Administrative approvals One of the first points a European reader should bear in mind is that the acquisition of a company in China cannot be carried out freely: it is subject to extensive administrative controls and cannot be carried out, even when the acquisition contracts have been signed, until the approval of the relevant authorities has been obtained. These authorities are the local or regional branches of the Ministry of Commerce, or this ministry itself, depending on the size of the acquisition. In addition, the Anti-monopoly Law of the People s Republic of China 4, which came into force in 2008, now requires, in the case of a planned acquisition that involves a big foreign company and a medium-sized Chinese company, that a prior check be carried out to determine whether the transaction comes within the framework of this law. The sales figures, both worldwide and in China, of the companies concerned by the transaction must be verified. If necessary, the impact of the transaction (for example, in terms of the concentration of market shares) on the Chinese internal market will have to be analyzed. (4) Published on August 30th, 2007 by the Standing Committee of the National People s Congress, and which came into effect on August 1st, 2008.
3 If the thresholds specified in the Anti-monopoly Law are exceeded, a special notice must be submitted to the agency especially created for that purpose, along with a complete file describing the expected impact of the transaction on competition within the Chinese market. If the transaction relates to a particular industry (banking, insurance, health, etc.) or a listed company, the approval of other specialized authorities will be required. This multiple-approval process, which must be taken into account very early, increases the timeline for the transaction and reduces the certainty that it will be finalized. The national security review New rules published on February 3rd, 2011 also introduce a national security control mechanism in connection with the acquisition of domestic companies by foreign investors 5. From now on, the acquisition of a majority stake by foreign investors in Chinese domestic companies (i.e. companies which are registered in China and in which a stake of less than 25% is held by foreign investors) in strategic sectors (defense, food, energy and resources, infrastructures, technology, transport industries, etc.) shall be subject to a specific review supervised by the Council of State, and carried out jointly by the Ministry of Commerce, the National Development and Reform Commission (NDRC) and other governmental agencies depending on the industries involved. It should be noted however that these new rules and this specific review will not apply to acquisitions of foreign invested enterprises in China (i.e. companies which are registered in China and in which a stake of more than 25% is held by foreign investors). These new rules are intended to control sensitive foreign investment in certain sectors that are vital to security and the Chinese economy. Another strategy employed by some foreign investors is to acquire certain assets of the target company only, such as production equipment. II- ACQUISITION VIA THE PURCHASE OF ASSETS Purschasing assets in mainland China This may be foreign investors preferred solution because of the tiny risk that it involves: unlike the acquirer of equity interest, who is liable for the obligations and debts of the Chinese target within the limit of its investment, the acquirer of assets does not assume the liabilities of the company. Chinese law 6 usually allows foreign investors to acquire the assets of a selling company according to one or other of the following options: (i) creation of a foreign invested enterprise followed by the acquisition of assets by this entity; or (ii) acquisition of the assets by the parent company which then transfers them by way of contribution in kind to the newly-created company or, if the company already exists, pursuant to a capital increase. Chinese law makes no distinction between the acquisition of the assets of a local company or of a foreign invested enterprise in China. On the other hand, the acquisition of assets of domestic companies by a foreign invested enterprise is subject to the conditions that apply to the latter (minimum capital, etc). (5) Notice Regarding the Establishment of National Security Review Mechanism for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, published by the State Council on February 3rd, (6) Acquisition of Domestic Enterprises by Foreign Investors Provisions [June 2009]; Administration of the Verification of Foreign-invested Project Tentative Procedure [October 2004]; PRC Contract Law; PRC Law on Property Rights.
4 The company selling the assets also has to inform its creditors of the deal and publicize the sale of the assets in a newspaper of provincial or greater scope at least fifteen days prior to the submission of the documents to the Chinese authorities. In addition, acquisitions of assets in China are subject to the review and approval of the Ministry of Commerce or one of its local branches, depending on the amount of the investment and the industry concerned. A comprehensive file has to be prepared that contains, in particular, proof of the consent of the target company as well as the documents proving the prior creation of, or failing this, the intention to create a foreign invested enterprise within the framework of the structuring of the acquisition. The Chinese authorities will also closely examine the purchase price of the assets: it is forbidden, in China, to sell assets or holdings at a price that is obviously lower than its assessed value (this value is to be determined by a Chinese firm). The date of the effective transfer of ownership differs according to the solution chosen (above solution: option (i) or (ii)). If a foreign invested enterprise was created in order to acquire assets, these assets will be effectively transferred when the company registration prerequisites are met. If the assets are acquired with the aim of contributing to the capital of the foreign invested enterprise to be set up, the investor will not be able to use these assets until the business license has been obtained 7. The special case of an acquisition of assets in Hong Kong Acquisitions of assets in Hong Kong are simple to carry out, since they benefit from a flexible and favorable regime: for this kind of transaction, a contract for the transfer of the assets concerned is drawn up, being specified that the purchaser can refuse to acquire the obligations and guarantees attaching to the transferred assets or may accept only part of them. Free in its form, it is however advisable to include in this contract the traditional representations and warranties. In addition, it is customary to append to the asset transfer agreement a declaration of the vendor attesting to the legal status of the transferred assets on the day of the transfer, along with the legal audit. It is important to note that there is a difference, in terms of formalities, between a simple transfer of assets and the transfer of a complete line of business. In order to protect creditors, Hong Kong law requires that one month s public notice be given prior to the transfer of a complete line of business. If this obligation is not fulfilled, the purchaser will be liable for the debts associated with the transferred activity. (7) Art. 23 of the Provisions on Foreign Investors Merger with and Acquisition of Domestic Enterprises [2009].
5 The authors Paul-Emmanuel Benachi Partner, in charge of Asia Tel. : Raphael Chantelot Partner, in charge of the China Desk in Paris rchantelot@lpalaw.com Tel.: +33 (0) Fanny Nguyen Tax advisor in charge of Shanghai office fnguyen@lpalaw.asia Tel. :
SUMMARY OF CONTENTS. Economic Cooperation
SUMMARY OF CONTENTS Economic Cooperation The Chinese central government and the government of the Hong Kong SAR have signed a Supplement IV to the Mainland and Hong Kong Closer Economic Partnership Arrangement
More informationREGULATORY OVERVIEW. PRC Laws and Regulations Relating to the Product Liability
Although our Company was incorporated in the Cayman Islands, a substantial part of our Group s operations are conducted in the PRC and are governed by PRC Laws and Regulations. This section sets out summaries
More informationDefinition of Service Supplier and Related Requirements
Annex 5 Definition of Service Supplier and Related Requirements 1. Pursuant to the Mainland and Hong Kong Closer Economic Partnership Arrangement (hereinafter referred to as the CEPA ), the Mainland and
More informationTAXATION AND FOREIGN EXCHANGE
TAXATION OF EQUITY HOLDERS The following is a summary of certain PRC and Hong Kong tax consequences of the ownership of H Shares by an investor that purchases such H Shares in the Global Offering and holds
More informationHong Kong China
Index In this time of financial crisis, China is seen as one of the least contaminated countries. It is perceived by many companies to be a springboard for growth and continues to offer development prospects
More informationLEGAL FLASH I SHANGHAI OFFICE
LEGAL FLASH I SHANGHAI OFFICE Special edition 2013 INDEX UPDATE ON TAX REGULATIONS 2013 2 INTERIM PROVISIONS ON LABOR DISPATCH 5 UPDATE ON TAX REGULATIONS 2013 We started our special edition updates last
More informationForeign Investor s Chance to Invest in RMB EIE/EIFs by Means of RFDI
Llinks Corporate Bulletin April 2012 New Means for Foreign Investors to Invest in RMB Equity Investment Funds: By David Yu, Nicholas Lou and Kevin Huang Ever since the promulgation of the Administrative
More informationCHINA TAX, ACCOUNTING, AND AUDIT IN 2014-2015. IV. Accounting, Audit and Tax Compliance V. International Taxation
TAX, ACCOUNTING, AND AUDIT IN CHINA 2014-2015 I. China s Tax System II. China s Business Taxes III. Individual Income Tax IV. Accounting, Audit and Tax Compliance V. International Taxation Produced in
More informationAN INTRODUCTION TO OUR SERVICES
GET TO KNOW BDO U.S.-CHINA TAX DESK July 2014 Page 2 AN INTRODUCTION TO OUR SERVICES SHARED CULTURE/SHARED LANGUAGE Whether you are looking to expand your business into the U.S. or China, members of BDO
More informationRecent asset management regulatory changes in China
Regulatory angle Recent asset management regulatory changes in China Jennifer Qin Partner Asia Pacific Investment Management Leader Deloitte In 2012, the financial regulatory bodies introduced a number
More informationTAXATION AND FOREIGN EXCHANGE
This appendix contains a summary of laws and regulations in respect of taxation and foreign exchange in Hong Kong and the PRC. I. TAXATION IN THE PRC 1. Taxes Applicable to Joint-Stock Limited Companies
More informationUtilising British Virgin Islands and Cayman Islands entities for Private Equity Investment into China
Utilising British Virgin Islands and Cayman Islands entities for Private Equity Investment into China Hong Kong/Investment Funds/525578 As offshore legal counsel based in Hong Kong, we commonly deal with
More informationDoing Business in China
Doing Business in China Cover image provided by Jenny Chan, Baker & McKenzie This publication is copyright. Apart from any fair dealing for the purposes of private study or research permitted under applicable
More informationChina s New Foreign Exchange Rule Expands Scope and Streamlines Registration Process
August 2014 China s New Foreign Exchange Rule Expands Scope and Streamlines Registration Process By Steven Xiang, Anthony Wang and Yi Chen A frequently asked due diligence question for private equity or
More informationShip finance leasing in China
Ship finance leasing in China FINANCIAL INSTITUTIONS ENERGY INFRASTRUCTURE, MINING AND COMMODITIES TRANSPORT TECHNOLOGY AND INNOVATION PHARMACEUTICALS AND LIFE SCIENCES Jonathan Silver Of Counsel, Norton
More informationHow To Get A Plane Lease In China
Yi Liu, Run Ming Law Office China s Legal System and Corporate Aircraft I. Chinese Regulatory Scheme relating to Aircraft Purchase, Finance & Leasing Import Approval - National Development and Reform Commission
More informationPrivate Equity and Strategic Mergers & Acquisitions Working Group
Private Equity and Strategic Mergers & Acquisitions Working Group Key Recommendations I. Clarify the Status of Foreign Private Equity (PE) Firms in China and Create a Level Playing Field (NDRC, CSRC, SAFE)
More informationOrder No. 4 of the China Insurance Regulatory Commission
PWRW&G Translation May 29, 2004 Order No. 4 of the China Insurance Regulatory Commission The Implementing Rules on the Regulations of the People's Republic of China for the Administration of Foreign-Invested
More informationRelaxation of PRC regulatory restrictions on cross-border security and guarantees
May 2014 Relaxation of PRC regulatory restrictions on cross-border security and guarantees 1 Introduction After much anticipation 1, SAFE has finally published the Regulation on Foreign Exchange Administration
More informationRegistration of Credit Institutions and the Licensing of Banking Activities
Registration of Credit Institutions and the Licensing of Banking Activities The procedures for registering credit institutions and licensing banking operations, verifying the legitimacy of shareholding
More informationTopicsinChineseLaw AN O'MELVENY & MYERS LLP RESEARCH REPORT. China's Regulation of "Round Trip Investments" * by Howard Chao and Kaichen Xu **
TopicsinChineseLaw AN O'MELVENY & MYERS LLP RESEARCH REPORT January 2008 China's Regulation of "Round Trip Investments" * by Howard Chao and Kaichen Xu ** During the past couple of years, China has been
More informationHong Kong Companies. Their benefits for international investments, asset protection and market entry to China
Hong Kong Companies Their benefits for international investments, asset protection and market entry to China Presentation at the TaxPro 2013 Conference February 12, 2013 Kiev, Ukraine By Henning Schwarzkopf,
More informationChina: New Rules on Foreign Investment Through Merger or Acquisition
China: New Rules on Foreign Investment Through Merger or Acquisition The new Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the "New M&A Rules") were promulgated on
More informationMergers and Acquisitions in China
Mergers and Acquisitions in China In the past 20 years, since the adoption of the Open Door policy, most foreign investments have been Greenfield projects in the form of WFOE s or JV s. Whilst the structure
More informationLegal Guide to Forming a Corporation in Luxembourg
Legal Guide to Forming a Corporation in Luxembourg March 2008 Business in the Grand-Duchy of Luxembourg (the GDL ) may be carried out by individual trader(s) or by way of forming a corporate entity, whereby
More informationR E P U B L I C O F A R M E N I A L A W
R E P U B L I C O F A R M E N I A L A W ON JOINT-STOCK COMPANIES - YEREVAN 2001-1 REPUBLIC OF ARMENIA LAW ON JOINT-STOCK COMPANIES CHAPTER I. GENERAL PROVISIONS Article 1. Objectives and Scope of Law 1.
More informationCayman Islands Companies: The Asia Connection
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com December 2010 Cayman Islands Companies: The Asia Connection The Cayman Islands
More informationChapter 1 Legislative Background and Tax Reform
Chapter 1 Legislative Background and Tax Reform The Chinese tax system has recently developed closely to the economic growth of the country. The entry of China into the World Trade Organization (WTO) and
More informationCatalogue of Major Existing Laws and Regulations in Effect on Foreign Exchange Administration (as of June 30, 2015) 1
Catalogue of Major Existing Laws and Regulations in Effect on Foreign Exchange Administration (as of June 30, 2015) 1 I. General (24 Items) 1- Basic Rules 1. Regulations of the People's Republic of China
More informationRevised Partnership Enterprise Law: An Impetus for Onshore Private Equity
Llinks Corporate Finance Bulletin November 2007 Revised Partnership Enterprise Law: An Impetus for Onshore Private Equity By Christophe Han and James Weng With the revision of the Partnership Enterprise
More informationForm II-OC&F. - 1-2010.08.01 Version
(Translation for Reference Only) Illustration of Application for Initial Investment in Newly Established or Existing Domestic Companies Example of a case featuring inward remittance and foreign exchange
More informationFurther Developments of Hong Kong s Offshore RMB Market: Opportunities and Challenges
Further Developments of Hong Kong s Offshore RMB Market: Opportunities and Challenges Zhang Ying, Senior Economist In recent years, as the internationalization of the RMB has been steadily carrying out,
More informationYour partner. in Hong Kong
Your partner in Hong Kong About our firm Midland Consult (Hong Kong) Limited, was set up in 2009 and it s a subsidiary which forms a part of Midland Group of companies a highly skilled professional corporate
More informationThe introduction of a new filing and registration regime for foreign debt management in China
The introduction of a new filing and registration regime for foreign debt management in China 1 Briefing note November 2015 The introduction of a new filing and registration regime for foreign debt management
More informationGuide to Establishing a Business in Denmark
Guide to Establishing a Business in Denmark www.investindk.com Contents Introduction: Establishing a Business in Denmark... 2 Key Facts About Setting up a Business in Denmark... 2 Business Activities in
More informationLegal Updates. 6th Edition of 2015
6th Edition of 2015 Legal Updates 1. China s Business Registration System Further Reformed 2. China s SAT Releases New Tax Policies on Preferential Income Tax Treatment for M&A Transactions Legal Updates
More informationE-ALERT China Practice
E-ALERT China Practice February 18, 2011 CHINA ISSUES NATIONAL SECURITY REVIEW RULES FOR FOREIGN INVESTMENT China has established a new process for reviewing the national security implications of foreign
More informationTax Analysis. China relaxes foreign exchange procedures on outbound payments. for trade in services. PRC Tax. Tax Issue P184/2013 26 July 2013
Tax Issue P184/2013 26 July 2013 Tax Analysis Authors: Hong Ye Tel: +86 21 6141 1171 Email: hoyeqinli@qinlilawfirm.com 1 PRC Tax China relaxes foreign exchange procedures on outbound payments for trade
More informationLatest Commentary on Guangdong Free Trade Zone Foreign Investment Policies. Frontline Legal & Labor Affairs
Frontline Legal & Labor Affairs Latest Commentary on Guangdong Free Trade Zone Foreign Investment Policies WANG JING & CO. (Shenzhen Branch) Attorneys: Pan Lidong, Zhang Sheng, Shi Linli The Chinese government
More informationHong Kong is increasingly seen as a necessary operations
1 TIMOTHY LOH Financial Services & Law Review Setting Up In Hong Kong: A Guide for the Finance Industry Hong Kong is increasingly seen as a necessary operations center for the financial industry. It is
More informationChina Tax Newsletter. January 2014
BDO China Shu Lun Pan Certified Public Accountants LLP LIXIN Certified Tax Agents Co., Ltd China Tax Newsletter Our tax newsletter for this month covers: 1. Goods Meeting Certain Requirements that Are
More informationHow To Understand The Economic Benefits Of Foreign Direct Investment In The United States
EXECUTIVE OFFICE OF THE PRESIDENT COUNCIL OF ECONOMIC ADVISERS U.S. INBOUND FOREIGN DIRECT INVESTMENT JUNE 211 EXECUTIVE SUMMARY The United States welcomes the investment and the jobs supported by the
More informationHow To Treat A Reorganization In The Korean Korean Constitution
May 2009 JONES DAY COMMENTARY China Issues New Tax Rules on Enterprise Reorganizations On April 30, 2009, the Ministry of Finance and the State Administration of Taxation jointly issued the Notice on Certain
More informationIndian companies venturing
Capturing Opportunity and Controlling Legal Risk : India s US Bound Deals in Challenging Times While Indian outbound foreign direct investment may not immediately continue at a record-setting pace in the
More informationSlovenia. Chapter. Avbreht, Zajc & Partners Ltd. 1 General: Treaties. 2 Transaction Taxes. Ursula Smuk
Chapter Avbreht, Zajc & Partners Ltd. Ursula Smuk 1 General: Treaties 1.1 How many income tax treaties are currently in force in? 44 income tax treaties are currently in force in. 1.2 Do they generally
More informationForeign Representative Offices in Romania
Foreign Representative Offices in Romania GUIDE FOR THE ORGANISATION AND FUNCTIONING OF FOREIGN REPRESENTATIVE OFFICES IN ROMANIA Although the legal status of representative offices of foreign commercial
More informationGraduation Day: The Broadening Opportunity Set of MSCI Emerging Markets
Graduation Day: The Broadening Opportunity Set of MSCI Emerging Markets Last week, as students across the United States marched in commencement ceremonies, MSCI acknowledged the possible future inclusion
More informationChina opens up its bank card payment clearing market
June 2015 China opens up its bank card payment clearing market The Decision to Implement Market Access Administration for Bank Card Clearing Institutions (the Decision ) of the State Council, which came
More informationDear Sir, Dear Madam,
Advokátska kancelária/law office Dr. Peter avojský Štefanoviova 12 811 04 Bratislava Slovenská republika Tel.: + 421 2 3266 2046 Fax: + 421 2 5244 4209 Mobil: + 421 902 917 206 e-mail: cavojsky@cavojsky.com
More informationA 360-Degree look at Secondment tax issues: China and the United States Corporate China Alert - 19 August 2013
A 360-Degree look at Secondment tax issues: China and the United States Corporate China Alert - 19 August 2013 In this article, Roberta Chang discusses the recent guidance issued by the Chinese State Administration
More informationJANUARY 2010. subject Administrative Measures for the Establishment of Partnership Enterprises within China by Foreign Enterprises or Individuals
C HINA L EGAL R EPORT* JANUARY 2010 * CHINA LEGAL Report is a monthly collection of Chinese law related news gathered from various media and news services, edited by WENFEI ATTORNEYS- AT-LAW LTD. distributed
More informationStarting a Business in Israel
Starting a Business in Israel Inspiration Invention Innovation Content: Page 1. Business Entities....... 2 a. Company...... 2 b. Foreign Company (e.g. a branch)...... 2 c. Partnership...... 3 d. Self Employed......
More informationStructuring of foreign direct investments and operations
Structuring investments and operations: By Neal Stender, Qingsong (Kevin) Wang and Yan Zeng, Orrick, Herrington & Sutcliffe, Hong Kong, Beijing & Shanghai Structuring of foreign direct investments and
More informationJoint Ventures in Switzerland
Joint Ventures in Switzerland by Dr Peter C Schaufelberger, LLM and Dr oec HSG Richard W Allemann, of SvH Schaufelberger & van Hoboken, attorneys at law, Zurich-Zollikon Introduction Traditionally, Switzerland
More informationHow the Foreign Financial Institutions Play a Role in China s Insurance QDII Business
Llinks Asset Management Bulletin October 2012 How the Foreign Financial Institutions Play a Role in China s Insurance QDII Business By Sandra Lu and Lily Luo China Insurance Regulatory Commission ( CIRC
More informationGuide to Going Global Global Equity
Guide to Going Global Global Equity STOCK PURCHASE RIGHTS 2015 CONTENTS INTRODUCTION 04 05 07 09 11 13 15 17 19 21 23 24 25 26 27 29 31 33 35 37 39 41 43 45 47 49 51 53 54 55 57 59 61 62 63 64 2 CONTENTS
More informationCHINA RAILWAY GROUP LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 390)
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationBIOSENSORS INTERNATIONAL GROUP, LTD. (Incorporated in Bermuda with limited liability) (Company Registration Number: EC 24983)
BIOSENSORS INTERNATIONAL GROUP, LTD. (Incorporated in Bermuda with limited liability) (Company Registration Number: EC 24983) PLACEMENT OF 216,325,800 NEW ORDINARY SHARES ( PLACEMENT SHARES ) IN THE CAPITAL
More informationPRC REGULATORY OVERVIEW
Our business is mainly conducted in China. The key laws and regulations regulating our business operations in China include the following: Measures on the Administration of Foreign Investment in the Leasing
More informationHong Kong Joint Venture Agreements
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness,
More informationCHINA UPDATE: CHINA (SHANGHAI) PILOT FREE TRADE ZONE SPECIAL EDITION November - December 2013
CHINA UPDATE: CHINA (SHANGHAI) PILOT FREE TRADE ZONE SPECIAL EDITION November - December 2013 China (Shanghai) Pilot Free Trade Zone Framework Released... 1 Tax and Customs Policies in the Zone... 3 Reformation
More informationDelivering U.S. International Tax Advice to U.S. Clients Doing Business Abroad
Delivering U.S. International Tax Advice to U.S. Clients Doing Business Abroad OGLE INTERNATIONAL TAX ADVISORS www.ogleintltax.com OUR INTERNATIONAL TAX PRACTICE INCLUDES BOTH CPAS AND ATTORNEYS WITH BIG
More informationForeign direct investment in the consumer products and retail sector in China
Foreign direct investment in the consumer products and retail sector in China Permitted investment vehicles Since December 2004, foreign retailers have been permitted to establish Foreign Invested Commercial
More informationCHAPTER 1 ESTABLISHING A NEW BUSINESS IN THE UNITED STATES
CHAPTER 1 ESTABLISHING A NEW BUSINESS IN THE UNITED STATES 1. CHOICE OF ENTITY A foreign investor may choose from a variety of forms of entities to do business in the United States. Such forms of entities
More informationCompanies Law of the People's Republic of China
Companies Law of the People's Republic of China Order of the President of the People s Republic of China No. 42 The Companies Law of the People s Republic of China has been revised and adopted at the 18th
More informationBelgium in international tax planning
Belgium in international tax planning Presented by Bernard Peeters and Mieke Van Zandweghe, tax division at Tiberghien Belgium has improved its tax climate considerably in recent years. This may be illustrated
More informationIntroduction to the New Company Law of the People s Republic of China
Introduction to the New Company Law of the People s Republic of China Author: Steven M. Dickinson Harris & Moure I. Introduction On October 27, 2005, the People s Republic of China adopted a new Company
More informationINTERNATIONAL BUSINESS PLANNING CHECKLIST. For Development of Overall International Business Plan
INTERNATIONAL BUSINESS PLANNING CHECKLIST For Development of Overall International Business Plan Thomas B. McVey 1 Introduction: The following Checklist is designed to be used by a Company s senior management
More informationChina's new national security law creates more insecurity for foreign businesses
China's new national security law creates more insecurity for foreign businesses Contents Overview 1 JULY Broad definition of national security 1 Expanded national security review regime 1 NSR in relation
More informationINTERNATIONAL REAL ESTATE BRIEFING
September 2004 INTERNATIONAL REAL ESTATE BRIEFING CONTENTS LAND USE RIGHTS IN CHINA 1 I.1 Introduction 1 I.2 State-owned and Collectively-owned Land 2 I.3 Land Use Rights 2 a. Granted land use rights 2
More informationMizuho China Business Express
Policy Issues for Foreign Exchange Administration May 5, 2014 Mizuho Bank (China), Ltd. (Translated Date: January 21, 2015) Advisory Division Mizuho China Business Express (No. 324) State Administration
More informationYunnan Water Investment Co., Limited *
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationImpact of Global Financial Crisis on International Investments in Real Estate. -- Focus on China
Impact of Global Financial Crisis on International Investments in Real Estate -- Focus on China Main Topics: Overview of Real Estate Investment System in China New Laws and Regulations in Response to Global
More informationVietnam s Insurance Market: An Overview January 2014
Legal Update Insurance Vietnam 29 January 2014 Vietnam s Insurance Market: An Overview January 2014 1. Introduction Vietnam started liberalising its insurance market by allowing foreign insurers to participate
More informationTax Analysis. PRC Tax. International Tax Services. NTC Tax Analysis Issue P68/2009 29 April 2009
Tax Tax Analysis. NTC Tax Analysis Issue P68/2009 29 April 2009 Authors: Shanghai Leonard Khaw Tel: +86 21 6141 1498 Email: lkhaw@deloitte.com.cn Lu Qiang Senior Manager Tel: +86 21 6141 1165 Email: qilu@deloitte.com.cn
More informationFullshare Holdings Limited
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationIntroduction to setting up in Hong Kong (HK)
Introduction to setting up in Hong Kong (HK) AIIA Exporter Club event - Doing ICT Business in Hong Kong & Taiwan February 2015 Why HK? Major financial and trading hub of Asia Pacific Gateway to China (CEPA)
More informationLAW OF THE REPUBLIC OF TAJIKISTAN «ON STATE REGISTRATION OF LEGAL ENTITIES AND INDIVIDUAL ENTREPRENEURS»
LAW OF THE REPUBLIC OF TAJIKISTAN «ON STATE REGISTRATION OF LEGAL ENTITIES AND INDIVIDUAL ENTREPRENEURS» Chapter I. General provisions Article 1. Relations regulated by the present Law. 1. The present
More informationHong Kong s Double Tax Treaty Network
TAX FLASH July 2010 TAX FLASH July 2010 Hong Kong s Double Tax Treaty Network To remain as an international financial and commercial centre, it has become important for Hong Kong to promote its transparency
More informationChina Cloud-based Services Structure Options
Zhong Lun Law Firm Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Tokyo Hong Kong London New York Robert Lewis 11 June 2013 China Cloud-based Services Structure Options Cloud-based services in China
More informationSri Lanka Tax Profile
Sri Lanka Tax Profile Produced in conjunction with the KPMG Asia Pacific Tax Centre Updated: September 2014 Contents 1 Corporate Income Tax 1 2 Income Tax Treaties for the Avoidance of Double Taxation
More informationSOHO CHINA LIMITED SOHO
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationUCITS FOR INVESTMENT MANAGERS 2014 COMPANIES ACT 2014 - PRACTICAL IMPLICATIONS FOR IRISH COMPANIES
UCITS FOR INVESTMENT MANAGERS 2014 COMPANIES ACT 2014 - PRACTICAL IMPLICATIONS FOR IRISH COMPANIES 1 WILLIAM FRY 2 CONTENTS THE ACT 3 BENEFITS OF THE ACT 3 NEW COMPANY TYPES 4 CONVERSION PROCESS 5 THE
More informationTHE SETTING UP OF A LEGAL ENTITY IN HONG KONG
THE SETTING UP OF A LEGAL ENTITY IN HONG KONG The legal entities most commonly used by foreign investors wishing to set up in Hong Kong are: Which legal entities may a foreign investor establish in Hong
More informationREGULATION ON THE REGISTTRATION, SUPERVISION AND ACTIVITIES OF NON-BANKING FINANCIAL INSTITUTIONS CHAPTER I GENERAL PROVISIONS
Pursuant to Article 35, paragraph 1, sub-paragraph 1.1 of the Law No. 03/L-209 on the Central Bank of the Republic of Kosovo (Official Gazette of the Republic of Kosovo, no.77/16, August 2010), Article
More informationLegal Aspects of Doing Business in Russia
Legal Aspects of Doing Business in Russia Dmitry Labin Professor, Moscow Institute of International Relations (MGIMO University) Senior Counsel, Danilov & Konradi LLP ROADSHOW Portugal Global, 22 September
More information3 ESTABLISHING A LEGAL PRESENCE
organizations funded by the state budget, other units of state importance, and certain public facilities. The main authority responsible for the implementation of the Second Privatization Program and coordination
More informationPilot Free Trade Zone Shanghai
Pilot Free Trade Zone Shanghai Shanghai s first Free Trade zone was launched in September 2013, targeted to make Shanghai an international trade and finance hub. It was established on the strategic decision
More informationGLOBALIZATION INTERNATIONAL BUSINESS
GLOBALIZATION INTERNATIONAL BUSINESS OBJECTIVES To define globalization and international business and how they affect each other To understand why companies engage in international business and why international
More informationMinistry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11)
Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES
More informationU.S. Taxation of Foreign Investors
PART OF THE LEHMAN TAX LAW KNOWLEDGE BASE SERIES United States Taxation Of Investors U.S. Taxation of Foreign Investors Non Resident Alien Individuals & Foreign Corporations By Richard S. Lehman Esq. TAX
More informationCANVEST ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED 粵 豐 環 保 電 力 有 限 公 司
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content of this announcement, make no representation as to its accuracy or completeness
More informationThe Complete Guide to Freight Invoice Factoring Everything you need to know to get your cash flowing. A White Paper by Concept Financial Group
The Complete Guide to Freight Invoice Factoring Everything you need to know to get your cash flowing A White Paper by Concept Financial Group What is Factoring? Factoring FAQs According to the Business
More informationFinancing in China. Export Development Canada. November, 2012. Chris Evans, Ontario Region
Financing in China Export Development Canada Chris Evans, Ontario Region November, 2012 About Export Development Canada (EDC) Canada s Export Credit Agency Crown corporation wholly owned by Government
More informationRules for the admission of shares to stock exchange listing (Listing Rules)
Rules for the admission of shares to stock exchange listing (Listing Rules) TABLE OF CONTENTS: 1. GENERAL... 3 2. CONDITIONS FOR ADMISSION TO LISTING... 3 2.1 GENERAL CONDITIONS... 3 2.1.1 Public interest,
More informationLAW ON FOREIGN CURRENCY TRANSACTIONS. ( Official Herald of the Republic of Serbia, Nos. 62/2006 and 31/2011) I GENERAL PROVISIONS
LAW ON FOREIGN CURRENCY TRANSACTIONS ( Official Herald of the Republic of Serbia, Nos. 62/2006 and 31/2011) The present Law shall govern: I GENERAL PROVISIONS Article 1 1) payments, collections and transfers
More informationTax Compliance in Greater China
m is,cch a Wolters Kiuwer business Tax Compliance in Greater China China, Hong Kong and Taiwan B363170 EXPANDED TABLE OF CONTENTS IX Chapter 1 INVESTMENT FRAMEWORK CHINA Introduction 4 Overview of the
More informationChina s 12th Five-Year Plan: Healthcare sector
China s 12th Five-Year Plan: Healthcare sector May 2011 KPMG CHINA One of the guiding principles of the 12th Five-Year Plan (5YP) is inclusive growth : helping ensure that the benefits of the country s
More informationDutch limited liability company ( BV )
Dutch limited liability company ( BV ) General Besloten vennootschap met beperkte aansprakelijkheid (usually abbreviated BV in the Netherlands) is the Dutch version of a private limited liability company.
More informationJune 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS
June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard DK-1553 Copenhagen V, Denmark New act on limited liability
More information