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