LAW FOR FOREIGN BUSINESS AND INVESTMENT INVESTMENT IN CHINAPDF电子书下载

1 An overview of the Chinese legal system 1

The Chinese legal system from 1949-1978 1

Economic and legal reforms in the late 1970s and early 1980s 3

Constitution and state structure 4

The 1982 Constitution 4

The overall state structure 6

The National People's Congress 8

The State Council 9

The Supreme People's Procuratorate 10

Legislation 10

Types of legal norms and lawmaking entities 11

Hierarchy of legal norms 13

Inconsistencies between legal norms 13

Interpretations of legal norms 14

The judicial system 15

Levels of court 15

Jurisdiction 17

Judges 17

Judicial independence 18

Judicial reform 18

The legal profession 19

Lawyers 19

Foreign law firms 20

Further reading 21

2 Business entities 24

State-owned enterprise, collectively owned enterprise, stock cooperative enterprise, and jointly operated enterprise 25

Sole proprietorship 27

Formation 27

Rights and liabilities 28

Dissolution and liquidation 29

Partnerships 29

Types of partnerships 29

Formation 30

Partnership agreement 32

Rights and liabilities 32

Admission and withdrawal 36

Dissolution and liquidation 38

Companies 39

Types of companies 39

Requirements 41

Articles of association 42

Registration procedure 43

Corporate governance 45

Financial affairs 52

Merger and division 54

Dissolution and liquidation 54

Bankruptcy and antimonopoly 56

Bankruptcy 56

Antimonopoly 57

Selected cases 60

Further reading 71

3 Foreign investment enterprises 73

Representative office of a foreign enterprise 74

Branch of a foreign company 76

Equity joint venture 76

Requirements 77

Rights and liabilities 79

Application procedure 80

Corporate governance 82

Dissolution and liquidation 83

Cooperative joint venture 84

Requirements 84

Rights and liabilities 86

Application procedure 87

Corporate governance 88

Dissolution and liquidation 90

Wholly foreign-owned enterprise 90

Requirements 91

Rights and liabilities 92

Application procedure 93

Dissolution and liquidation 95

Foreign company limited by shares 96

Comparison of equity joint venture, cooperative joint venture, wholly foreign-owned enterprise, and foreign company limited by shares 98

Merger, division, and conversion of foreign investment enterprises 99

Merger and division 99

Conversion 102

Investment guides 105

Selected cases 110

Further reading 124

4 Contracts 128

General principles of the contract law 129

Offer and acceptance 129

Subject matter 130

Capacity 131

Formalities 131

Collateral conditions 132

Interpretation 132

Performance 133

Modification, assignment, and delegation 135

Rescission and discharge 136

Liabilities for breach 138

Governing law 139

Online contracting 140

Specific contracts 140

Sale contract 141

Lease contract 143

Work contract 145

Technology contracts 146

Selected cases 152

Further reading 161

5 Intellectual property 163

Overview 163

Patents 165

Requirements 165

Application procedure 166

Patent rights 168

Invalidation 169

Infringement and remedies 170

Compulsory licensing 172

Trademarks 173

Requirements 173

Registration procedure 175

Opposition 177

Revocation 178

Renewal, assignment, and licensing 179

Infringement and remedies 179

Copyright 182

Copyrightable subject matter 182

Ownership of copyright 183

Types of rights 184

Limitations on rights 186

Licensing and assignment 187

Infringement and remedies 188

Computer software 190

Trade secrets 193

Selected cases 195

Further reading 221

6 Labor and employment 226

During the 1980s and early 1990s 227

Overview 227

Problems 229

Since 1994 229

Recruitment 229

Labor contract 230

Remuneration 232

Maximum hours and overtime work 233

Social security and welfare benefits 233

Union representation 234

Occupational safety 236

Confidentiality and non-competition 236

Dispute resolution 237

Termination 238

Severance pay 241

Foreign experts 242

Foreign workers 243

Employee inventions 244

Works for hire 245

Selected cases 247

Further reading 259

7 Consumer protection 262

Product liability 262

The Product Quality Law 263

The Law on the Protection of the Rights and Interests of Consumers 265

The Contract Law 268

Advertising 268

Direct and pyramid selling 270

Internet sales 275

Selected cases 278

Further reading 291

8 Taxation, banking, and securities 293

Taxation 293

Overview 293

Tax categories for foreign investors 295

Preferential tax treatment 302

Banking 303

Overview 304

Foreign bank and financial institutions 305

Foreign exchange 306

Securities 308

Overview 308

Securities offerings 309

Securities trading 313

The B shares 315

The QFII scheme 316

Selected cases 319

Further reading 330

9 Dispute resolution 333

Conciliation/mediation 333

Administrative proceedings 335

Administrative reconsideration 335

Administrative litigation 337

Litigation 339

General framework 340

Foreign-related civil litigation 343

Enforcement 344

Arbitration 345

Background 345

General framework 347

Foreign-related arbitration 350

Arbitration v. litigation 353

Selected cases 355

Further reading 362

10 Foreign trade and investment policies 364

Foreign trade policy 364

Right to trade 365

Tariffs 365

Non-tariff barriers 366

Tariff rate quotas 366

Technical barriers to trade 366

Designated trading and state trading 369

Bilateral and regional Free Trade Agreements 369

Foreign direct investment policy 370

Entry mode 370

Location entry 371

Industry entry 372

Foreign exchange policy 377

Further reading 379

Glossary of Chinese Terms 381

Table of Chinese legal documents 387

Table of cases 393

Useful web sites 395

Index 396