...xM&A Law Firm LEGAL GUIDE TO DOING BUSINESS IN CHINA CONTENT I. OVERVIEW ...................................1 II. FORMING A COMPANY IN CHINA ................................................................2 III. MERGERS AND ACQUISITIONS ................................................................8 IV. TAXATION ...................................12 2011.05 Address: 13th/14th F, Huamin Empire Plaza 726 West Yan An Road, 200050 Shanghai,China Tel: (8621) 52370950 I. OVERVIEW This guide provides foreign investors an overview of the laws and regulations governing business in mainland China. After 30 years law making and reform, in 2010s, China has already promulgated a body of written statutes governing commercial affairs, including company management, employment, making contract etc. There exists an even larger body of implementing regulations and circulars issued by governmental authorities. The law in China often evolves in a piecemeal fashion, with certain regulations applicable experimentally only in certain geographic regions or with the issuance of temporary “interim” regulations that nevertheless have the force of law. The written statutes and regulations are often pitched at a relatively high level of generality, leaving significant discretion to implementing officials. Questions of law are resolved generally directly by the administrative agencies in charge of enforcing those laws, rather than by the courts. V. EMPLOYMENT AND LABOR LAW ......................
Words: 7141 - Pages: 29
... China's M&A laws allow foreign investors to restructure investments and expand their market presence Local "equity exchange centers" have been established in Beijing, Shanghai, and in Shenzhen, Guangdong Province, in some cases for specialized, high-technology deals. These centers are to serve both as sources of information on available deals and as expediters for the government approval processes. The new merger options will facilitate intracorporate restructuring. Foreign investors wishing to consolidate their Chinese investments onshore--for internal reasons or perhaps to reflect offshore developments such as a merger of parent corporations--can now do so by merging their existing FIEs. It is virtually impossible to effect a simultaneous closing of a Chinese M&A deal. Various escrow and letter-of-credit arrangements are sometimes used to bridge the gap, but the laws governing these arrangements are not well developed in China. | Gone are the days when foreign companies wishing to invest in China were limited to greenfield investments. They may now purchase operating Chinese businesses and may restructure their existing investments in China through mergers, spin-offs, and holding companies that were impossible only a few years ago. These developments are not confined to foreign investors. Domestic Chinese companies are also merging and acquiring one another, and the more successful among them have begun to buy out foreign investors. The result of all...
Words: 5224 - Pages: 21
...Authoritarianism Authoritarianism is a form of social organization characterized by submission to authority. It is usually opposed to individualism and democracy. In politics, an authoritarian government is one in which political authority is concentrated in a small group of politician. Characteristics Authoritarianism is characterized by highly concentrated and centralized power maintained by political repression and the exclusion of potential challengers. It uses political parties and mass organizations to mobilize people around the goals of the regime. Authoritarianism emphasizes the rule of the few; it often includes election rigging, political decisions being made by a select group of officials behind closed doors, a bureaucracy that sometimes operates independently of rules, which does not properly supervise elected officials, and fails to serve the concerns of the constituencies they purportedly serve. Authoritarianism also tends to embrace the informal and unregulated exercise of political power, a leadership that is "self-appointed and even if elected cannot be displaced by citizens' free choice among competitors," the arbitrary deprivation of civil liberties, and little tolerance for meaningful opposition; A range of social controls also attempt to stifle civil society, while political stability is maintained by control over and support of the armed forces, a pervasive bureaucracy staffed by the regime, and creation of allegiance through various means of socialization and...
Words: 12304 - Pages: 50
...Africa. Rather than emphasizing its role as a donor to African countries, China considers its engagement to be a mutual benefit, leading to win-win results. Chinese aid is mainly invested in infrastructure such as roads, railways, buildings, monuments etc. This is generally very welcomed in African countries where infrastructure is often seriously underdeveloped. Many of the infrastructure projects are implemented to facilitate trade. Although all of the countries in cooperation with China are receiving some sort of aid, the size and form of the aid inflows vary. China does not disclose how much aid and investment is going into different countries, but media announcements in China give the impression that there are clear patterns to where the investment and aid from China is greatest. Countries that supply China with fundamental resources such as oil, metals and woods are strategically important and seem to receive more of both aid and investments than countries that are...
Words: 4464 - Pages: 18
...คูมือการคาการลงทุนไทยในจีน สถานกงสุลใหญ นครเซี่ยงไฮ มีนาคม 2556 จัดทำโดย สารจากกงสุลใหญ ณ นครเซี่ยงไฮ ทุกวันนี้ คงไมมีใครปฏิเสธไดถึงความสำคัญของตลาดจีน ตลาดขนาดใหญที่นับวัน จะมีกำลังซื้อสูงขึ้นสืบเนื่องจากเศรษฐกิจที่พัฒนาอยางรวดเร็วและตอเนื่อง ความเจริญทางเศรษฐกิจนี้ มิไดจำกัดอยูเฉพาะเมืองศูนยกลางเศรษฐกิจดั้งเดิมของจีนเทานั้น แตไดแผขยายไปยังหัวเมืองชั้นรอง ตางๆ ซึ่งมีอัตราการเจริญเติบโตที่สูงไมแพเมืองศูนยกลางดั้งเดิม หรืออาจจะมากกวาเสียดวยซ้ำ ปรากฏการณการขยายตัวของเขตเมือง และการเติบโตของชนชั้นกลางอยางรวดเร็วในจีนไดนำมาซึ่ง โอกาสทางธุรกิจ และเปนเสมือนแมเหล็กดึงดูดใหธุรกิจจากนานาประเทศสนใจที่จะเขาสูตลาดแหงนี้ ไมเวนแมแตประเทศไทย และคำกลาวที่คุนเคยกันดีวา “ถนนทุกสายมุงสูจีน” ก็ยังคงเปนจริงอยูใน ปจจุบัน แตการมุงสูจีนของธุรกิจตางชาติก็มิใชจะราบรื่นเสมอไป ผูที่ไดมีประสบการณในจีน แลวตางเห็นพองกันวา การทำธุรกิจในตลาดแหงนี้เต็มไปดวยความทาทาย ไมเพียงแตวัฒนธรรมการ ทำธุรกิจและภาษาที่แตกตาง แตยังมีกฎระเบียบที่ซับซอนและเกี่ยวของกับการอนุมัติจากหลาย หนวยงาน ของจีนเปนอุปสรรคสำคัญสำหรับธุรกิจตางชาติ ซึ่งหากขาดการศึกษาอยางดีแลวก็ยอม กระทบตอการกาวเขาสูตลาดแหงนี้อยางหลีกเลี่ยงไมได ดวยเล็งเห็นความสำคัญของขอมูลกฎระเบียบในการทำธุรกิจในจีน โดยเฉพาะใน สาขาที่ไทยมีศักยภาพ สถานกงสุลใหญ ณ นครเซี่ยงไฮ โดยการสนับสนุนงบประมาณจากกระทรวง การตางประเทศ จึงไดจัดทำ “คูมือการทำธุรกิจในจีน” ฉบับนี้ขึ้น โดยความรวมมือจากบริษัท KPMG สาขานครเซี่ยงไฮ ซึ่งเปนบริษัทที่ปรึกษาดานธุรกิจชั้นนำของโลก คูมือดังกลาวประกอบดวยขั้นตอน...
Words: 20497 - Pages: 82
...Introduction to International Law Does Taiwan qualify as a state under International law? Apply the factual criteria to this and elaborate on the role of recognition by other states. What does this case study contribute to the debate around the nature of International law? ------------------------------------------------- Lecturer: Natalie ------------------------------------------------- Author: Rofhiwa Ramahala ------------------------------------------------- Tutorial Group: 4 ------------------------------------------------- Due Date: 7th March 2016 Introduction Two separate statements made by two high profiled Chinese government officials in 1999 threw the question of Taiwan sovereignty into question. The first statement originated from then President of the government of the Republic of China (or “ROC”) Lee Teng-hui on Taiwan on July 10, 1999 during an interview with a reporter. In the interview he stated that the relationship between China and Taiwan is one of a “special state-to-state relationship”. While in the second statement a spokesperson of the People’s Republic of China (or “PRC”) after a severe earthquake struck Taiwan. The United Nation office for the Coordination of Humanitarian Affairs attempted to send a disaster management team to Taiwan, however then Secretary General Kofi Annan was informed that the U.N. had to ask the government of the PRC for permission to dispatch an aid team to Taiwan. Mr. Annan thus coined the statement of “the Taiwan Province of...
Words: 3345 - Pages: 14
...The evolving nature and implications of ambiguous property rights in the case of China and its non-state sector as a transitional economy; can they be efficient? Index Introduction I. Past to present People’s Republic of China, towards transition Property rights, defined p. 3 p. 3-4 II. III. p. 5-6 The Chinese Model p. 6-8 Evolution vs. Big Bang, and the employment of ambiguous property rights Current p. 8-11 China, mid-transition and the functionality of ambiguous property rights in transition Future China, post transition, and does one size fit all? p. 11-12 IV. V. Conclusion Bibliography p. 13 p. 14-15 2 Introduction China’s remarkable and unmatched growth of the past decades, regardless of it ambiguous property rights and a relatively weak legal framework, have puzzled governments and economists to date. The contrast between China’s transitional economy and those in Eastern Europe and the former Soviet Union could not be more striking. Whereas the transition of the latter two has been a struggle and have sparked recession, China’s transition has brought about an economic boom and its gradual reform path has challenged the belief that gradual reform and public ownership cannot work as a transitional strategy. This paper aims to analyse the Chinese Model of economic transition with a focus on the structure of property rights in the system, primarily in the rural sector. First, a brief historic background of China and its...
Words: 3656 - Pages: 15
...profession in China. B. Accounting and auditing in China have taken different paths in their development processes. Auditing firms audited mainly domestic companies, and were under the State Administration of Audit (SAA), whereas accounting firms focused on companies using foreign investments and were sponsored by the Ministry of Finance. C. Unlike in the U.K., where there was a good legislative and judicial environment during the early stages of the development of the profession, in China, a market-oriented legislative and judicial environment is still emerging. D. Unlike in the U.K., where auditors receive support from the established professional bodies, these support mechanisms are still lacking in China. II. The recent economic reform program stimulated the growth of the accounting profession in China. A. With the recognition by the State of joint stock company form, the demands for financial information from investors and other interested parties increased. B. The establishment of two stock exchanges helped rapid growth of the accounting activities. C. Various government regulations on the implementation of economic reform measures require the involvement of independent auditors. D. The laws on joint ventures with foreign companies require the audit of annual statements. E. International accounting firms were allowed to be involved in training local auditors and setting auditing standards. III...
Words: 6158 - Pages: 25
...Communism in an Economically Developing China The future of communism in China is unknown, as the world economy becomes more international. Communism has been in China since 1949 and is still present in the country’s activities. Presently China is undergoing incredible economic growth and promises to be a dominant power early in the next century. China’s social tradition has come under heavy pressure from forces of modernization generated in a large part by the sustained contact with the West that began in the middle of the nineteenth century. The Western incursion, not only refined China militarily but brought in its course new ideas- nationalism, science and technology, and innovations in politics, philosophy, and art. Chinese leaders have sought to preserve the nation’s cultural uniqueness by promoting specifically Chinese blends of tradition and modernity. China has undergone several major political transformations from a feudal-like system in early historical times, to a centralized bureaucratic empire that lasted through many unpredictable changes till 1911, to a republic with a communist form of government in the mainland since 1949. Economic geography and population pressure help account for the traditionally controlling role of the state in China. The constant indispensability for state interference, whether for great public works programs or simply to keep such a large society together, brought up an authoritarian political system. The family prevailed as the fundamental...
Words: 2617 - Pages: 11
...Genghis Khan, first known as Temujin, was the son of a leader of a Mongolian tribe. He was brought up in a time of warring tribes and factions. Genghis Khan was a fierce and brilliant military commander, who achieved unprecedented success in setting Ghengis Khanup an Empire which stretched across Europe and Asia. His Mongol armies left a trail of fear, death and destruction. But, he also created a vibrant empire with a common language, booming trade, tolerance of religion and some basic customs and laws( Pettinger., 2010). Arguably the most famous Asian of the last 2,000 years, Genghis Khan created an empire that was more than twice the size of any other conqueror's in history, and that endured for more than a century and a half after his death. Almost everything we know about him came from the descendants of people he conquered, and they have seen him as merely one of many bloodthirsty savages -- such as Attila the Hun and Tamerlane -- who periodically erupted from the steppes like some evil force of nature to ravage the superior civilizations around them(Weatherford, 2000). Although Genghis Khan was a great conqueror, he never stopped becoming open to new cultures and he was very open to learn from the technologies, practices and even religions of the different territories he conquered. A great leader never stops learning and it is the key to your success too. You must be humble enough to realize that you can learn from anyone, anywhere no matter how far you have come as...
Words: 3609 - Pages: 15
...[pic]World Trade Organization [pic] The World Trade Organization (WTO) is an organization that intends to supervise and liberalize international trade. The organization officially commenced on January 1, 1995 under the Marrakech Agreement, replacing the General Agreement on Tariffs and Trade (GATT), which commenced in 1948. The organization deals with regulation of trade between participating countries; it provides a framework for negotiating and formalizing trade agreements, and a dispute resolution process aimed at enforcing participants' adherence to WTO agreements which are signed by representatives of member governments and ratified by their parliaments. Most of the issues that the WTO focuses on derive from previous trade negotiations, especially from the Uruguay Round (1986–1994). The organization is currently endeavoring to persist with a trade negotiation called the Doha Development Agenda (or Doha Round), which was launched in 2001 to enhance equitable participation of poorer countries which represent a majority of the world's population. However, the negotiation has been dogged by "disagreement between exporters of agricultural bulk commodities and countries with large numbers of subsistence farmers on the precise terms of a 'special safeguard measure' to protect farmers from surges in imports. At this time, the future of the Doha Round is uncertain." The WTO has 153 members representing more than 97% of total world trade and 30 observers, most seeking membership...
Words: 4976 - Pages: 20
...enterprises in the PRC, possessing brand marketing, research and development, design, manufacturing, distribution and retail capabilities. The Group’s products mainly include footwear, apparel, accessories and equipment for sport and leisure uses under its own LI-NING brand. The Group has established an extensive supply chain management system, and a distribution and retail network in the PRC primarily through outsourcing of manufacturing operations and distribution via franchised agents. The Group also directly manages retail stores for the LI-NING brand. The Group adopts a multi-brand business development strategy. In addition to its core LI-NING brand, the Group distributes sports products under its Z-DO brand via hypermarket channel. The Group has established a joint venture with AIGLE under which the joint venture has been granted an exclusive right by AIGLE to manufacture, market, distribute and sell outdoor sports products under the French brand AIGLE for 50 years in the PRC. The Group has a controlling interest in Shanghai Double Happiness, which together with its subsidiaries are principally engaged in manufacture, research and development, marketing and sale of table tennis and other sports equipment under the Double Happiness brand. A member of the Group has also entered into an exclusive 20-year license agreement with Lotto Sport to develop, manufacture, market, distribute and sell licensed products under the Italian sports fashion brand Lotto in the PRC. The Group has...
Words: 63224 - Pages: 253
... Current Account Imbalance of the Kyrgyz Republic A country’s current account is a critical indicator of the economy’s health and delineates the difference between a nation’s investments and savings. Being the sum of the balance of trade, net current transfers and remittances from abroad, a current account has the potential to indicate to investors that whether a country relies on borrowing to funds its operations or lends to others for the same reasons. The objective of this paper is to critically evaluate the current account imbalances of the Kyrgyz Republic, identify the economic contributors to the imbalances and recommend corrective measures through policy development and implementation. The current account deficit can largely be described as a significant percent of a depressed level of the Gross Domestic Product (GDP). Since the deficit emerged early after the country’s transition into an independent state from the Soviet Union, it is largely attributed to the alarming situation where the capital inflows in the country were larger at the beginning of the transition but have since leveled off. In addition, the high demands for imports and exposure of the country to external shocks are among the factors that have caused the country’s foreign exchange reserves and foreign direct investments to declines. These result in a balance of payment crisis that are further exacerbated by the financial sector that requires comprehensive reforms. There have been numerous economic...
Words: 8994 - Pages: 36
...How China rises What lessons can be drawn from China's spectacular and sustained economic growth? As Hu Jintau remarked at the 17th Congress of the Chinese Communist Party, the period since the previous Congress five years ago has been extraordinary. China's economic achievements have been arousing not only astonishment and admiration but also some anxiety. In the past twelve months alone, The People's Republic of China (PRC) has overtaken Canada as the biggest source of imports to the USA, and overtaken the USA as the biggest source of imports to the European Union. Concern about the low level of investment in Africa has been displaced by concern about the effects of the high level of Chinese investment in Africa; there is now even anxiety about the effects of investment by Chinese state-owned firms into the Western economies. The Chinese Communist Party is also expressing concerns. The themes of its 2007 Congress included protection of the environment and the achievement of social harmony. According to some estimates, China has displaced the USA as the world's biggest source of greenhouse gases. Inequality is rising as fast as pollution: China now has over 800 individuals with a personal wealth of more than a hundred million US dollars each, up from 500 in 2006; while the average income in rural areas of China is 480 dollars per year. Made in China. Hu Jintau's remark on the extraordinary nature of the most recent years can be faulted in only one sense: China has...
Words: 51278 - Pages: 206
...Japan in Asia: A Hard Case for Soft Power by Thomas U. Berger Thomas Berger is an associate professor of International Relations at Boston University. he concept of ‘‘soft power’’—defined by Joe Nye as ‘‘the ability to get what you want through attraction rather than through coercion’’1— has proven a seductive one for Japan. Since the concept was popularized in the 1990s, Japanese scholars and policymakers have enthusiastically taken it up, eagerly exploring how Japan’s soft power resources could be exploited to burnish Japan’s image in the world and help reshape its environment in subtle but important ways. Some—perhaps encouraged by the new attention given to the popularity of Japanese anime and manga, and by the general buzz about ‘‘Cool Japan’’—have even described Japan as a ‘‘Soft Power Superpower.’’2 It sometimes seemed, in more overheated moments, that Pokemon and Sailor Moon would conquer the world, succeeding where the Imperial Army and Navy had failed.3 That soft power would prove attractive is unsurprising. Although Japan has considerable hard power resources, it has shown great reluctance to actually use them in the way that students of international relations would T 1 The idea was originally advanced by in Joseph Nye, Bound to Lead: The Changing Nature of American Power (New York: Basic Books, 1990). He has since expanded on the concept in Soft Power: The Means to Success in World Politics (New York: Public Affairs, 2004). 2 See the very useful volume by...
Words: 8400 - Pages: 34
