MERGERS & ACQUISITIONS IN CHINA:LAW AND PRACTICE 2ND EDITIONPDF电子书下载

Chapter 1 Introduction 100

General 1- 100

The Meaning of M&A Definition 1- 200

M&A in Numbers 1- 210

The Significance of China-related M&A Transactions 1- 220

The Historical Development of China's M&A Regime China's Economic System 1- 300

Foreign Investment in Mainland China Introduction 1- 310

Governing Law 1- 311

Government Control 1- 312

Equity Joint Ventures 1- 313

Co-operative Joint Ventures 1- 314

Wholly Foreign-owned Enterprises 1- 315

Foreign-invested Companies Limited by Shares 1- 316

Foreign-invested Partnerships 1- 317

M&A Legislation since 1978

The Company Law Background 1- 320

Important M&A Laws and Regulations 1- 321

M&A Law and Practice -- a Caveat 1- 322

Chapter 2 Due Diligence 100

General 2- 100

Legal Due Diligence in China Introduction 2- 200

Establishment 2- 210

Organisational Structure 2- 220

Material Contracts 2- 230

Land Use Rights and Buildings 2- 240

Other Main Assets 2- 250

Finance 2- 260

Tax 2- 270

Labour and Social Insurance 2- 280

Intellectual Property Rights and Technology Transfer 2- 290

Product Liability 2- 300

Environmental Issues 2- 310

Anti-trust Issues 2- 320

Legal Proceedings 2- 330

Sensitive Payments and Activities 2- 340

Chapter 3 The Law Governing M&A Transactions and Government Control 100

General 3- 100

M&A-related PIL Rules 3- 200

Contracting out PRC Law? 3- 300

Government Control 3- 400

Chapter 4 Structuring Options—an Overview 100

General 4- 100

Direct Investment vs Offshore Structures 4- 200

FDI vs M&A 4- 300

Share Deals vs Asset Deals 4- 400

Acquisitions vs Mergers 4- 500

Combinations 4- 600

Chapter 5 Acquisition of FIE Equity Interest 100

Foreign Investors Acquiring FIE Equity Interest General 5- 100

Compliance with FIE Rules 5- 110

Verification 5- 120

Approval 5- 130

Registration 5- 140

Purchase Price 5- 150

Assignment Agreement 5- 160

Effective Date 5- 170

Chinese Investors Acquiring FIE Equity Interest 5- 200

Chapter 6 Foreign Investors Acquiring Equity Interest in Non-FIE Chinese Companies 100

General 6- 100

Compliance with FIE Rules 6- 200

Verification, Approval and Declaration 6- 300

Registration 6- 400

Purchase Price 6- 500

Assignment Agreement 6- 600

Effective Date 6- 700

Chapter 7 Asset Deals Conducted by Foreign Investors 100

General 7- 100

Acquisition Modes and Compliance with FIE Rules 7- 200

Transfer of Title to the Target's Assets 7- 300

Verification, Approval, Declaration and Registration 7- 400

Purchase Price 7- 500

Asset Purchase Agreement 7- 600

Effective Date 7- 700

Chapter 8 Acquisition of Listed Companies by Foreign Investors 100

General 8- 100

Companies Limited by Shares 8- 200

Share Deals 8- 300

Introduction 8- 310

Takeover Rules 8- 320

General 8- 321

Disclosure Requirements 8- 322

General Offer 8- 323

Financial Adviser 8- 324

Share Deals Conducted by Foreign Investors 8- 330

Listed Shares 8- 331

Unlisted Shares 8- 332

Verification, Approval and Registration 8- 333

General Offer 8- 334

Asset Deals 8- 400

Chapter 9 Acquisition of Chinese Financial Institutions by Foreign Investors 100

Approval 9- 100

Preconditions 9- 200

Future Developments 9- 300

Chapter 10 Onshore Acquisitions 100

General 10- 100

Acquisitions by FIEs Holding-FIEs 10- 200

FIEs without Holding Status Share Deals 10- 210

Asset Deals 10- 211

Venture Capital Investments 10- 212

Acquisitions by Domestic Enterprises without FIE Status 10- 300

Chapter 11 Mergers 100

General 11- 100

Onshore Mergers with FIE-involvement Introduction 11- 200

Merger Modes and Compliance with FIE Rules 11- 210

Approval and Verification 11- 220

Registration 11- 230

Consideration 11- 240

Merger Agreement 11- 250

Effective Date 11- 260

Onshore Mergers without FIE-involvement 11- 300

Cross-border Mergers 11- 400

Chapter 12 M&A Projects Conducted by Foreign Investors in the Real Estate Sector 100

General 12- 100

M&A Rules 12- 200

Chapter 13 Special Rules Regarding M&A Projects in the State-owned Sector 100

General 13- 100

Qualification of Foreign Investors 13- 200

Reorganisation Plan 13- 300

Owner's Consent in Case of Asset Deal 13- 400

Appraisal 13- 500

Sale and Purchase 13- 600

Verification, Approval, and Registration 13- 700

Purchase Price and Capital Contribution 13- 800

Chapter 14 Offshore Transactions 100

General 14- 100

Offshore Special Purpose Vehicles 14- 200

Round-trip Investments 14- 300

Chapter 15 Private Equity Funds 100

General 15- 100

The Legal Framework 15- 200

Offshore Funds 15- 210

Onshore Funds 15- 220

Onshore Funds with Foreign Investment 15- 221

Onshore Funds without Foreign Investment 15- 222

Open Questions 15- 300

Chapter 16 Labour Issues 100

General 16- 100

Lay-offs following M&A Transactions 16- 200

Re-positioning of Employees 16- 300

Transfer of Employees 16- 400

Special Rules for SOEs 16- 500

Chapter 17 Anti-trust Law 100

General 17- 100

The Situation prior to 1 August 2008 17- 200

Onshore Transactions 17- 210

Offshore Transactions 17- 220

Practice 17- 230

The PRC Anti-Monopoly Law 17- 300

Introduction 17- 310

Goals and Scope 17- 320

Authorities 17- 330

M&A Projects under the PRC Anti-Monopoly Law 17- 340

Notification Thresholds 17- 341

Anti-monopoly Investigation 17- 342

Application for Reconsideration of Decisions of the Anti-Monopoly Enforcement Organ 17- 343

Violation of the PRC Anti-Monopoly Law 17- 344

Practice 17- 350

Chapter 18 Tax 100

China's Tax System 18- 100

General 18- 110

Enterprise Income Tax 18- 120

Individual Income Tax 18- 130

Other Tax Types 18- 140

Special Tax Rules on M&As 18- 150

Taxation of Share Deals 18- 200

Taxation of Asset Deals 18- 300

Taxation of Mergers 18- 400

Tax Considerations for Offshore Operations 18- 500

Index of Quoted Laws and References 223

Quoted Laws, Regulations and Quasi-legal Provisions 223

References 237

Legislation 252

Changes in Equity Interest of Investors in Foreign-invested Enterprises Several Provisions 252

Asset Reorganisation by State-owned Enterprises Using Foreign Investment Tentative Provisions 266

Investment within China by Foreign-invested Enterprises Tentative Provisions 276

Merger and Division of Foreign-invested Enterprises Provisions (Revised) 290

Issues Relevant to the Transfer of State-owned Shares and Legal Person Shares in Listed Companies to Foreign Investors Circular 312

Using Foreign Investment to Reorganise State-owned Enterprises Tentative Provisions 318

Administration of Equity Investment of Overseas Financial Institutions in Chinese-funded Financial Institutions Procedures 334

Administration of Transfer of State-owned Property Rights of Enterprises Tentative Procedures 342

Establishment of Companies with an Investment Nature by Foreign Investors Provisions 362

Administration of Strategic Investment in Listed Companies by Foreign Investors Procedures 380

Establishment of Companies with an Investment Nature by Foreign Investors Supplementary Provisions 398

Administration of the Takeover of Listed Companies Procedures 404

Acquisition of Domestic Enterprises by Foreign Investors Provisions 464

Finding Aids 503

Legislation Finding List 503

Index 507