Part Ⅰ Introduction 6
Part Ⅱ Context for Considering Cross-Border Mergers&Acquisitions in China 6
Chapter 1 Overview of Foreign Direct Investment in China 6
Chapter 2 Status Quo of M&A in China 9
Part Ⅲ An Overview of Legal and Regulatory Framework 17
Chapter 1 The First Pillar: Generic Laws on M&A 17
Chapter 2 The Second Pillar: Specific Laws and Regulations on Foreign Invested Enterprises (FIEs) Affecting M&A 24
Chapter 3 The Third Pillar: Provisions of Central and Local Governmental Agencies Inclusive of M&A 28
Chapter 4 The Fourth Pillar:Provisions on Legal Remedies in Relation to Mergers&Acquisitions 51
Chapter 5 Practical Legal Issues Relevant to Foreign Investors'M&A of China's Domestic Enterprises 57
Part Ⅳ Forms Applicable to Foreign Investors 71
Chapter 1 Forms of FIEs 71
Chapter 2 Formalities of Setting up FIEs 95
Chapter 3 Sample Documents for Incorporating a WFOE 107
PART Ⅴ The Primary Types of Cross-Border Mergers&Acquisitions in China 150
Chapter 1 The Types of M&A 150
Chapter 2 Application of Laws and Government Approval 155
Chapter 3 Special Types of M&A 203
Chapter 4 Comparisons of Various Types of M&A 242
Part Ⅵ Mergers&Acquisitions Process 249
Chapter 1 Identify&Screen Target 249
Chapter 2 Conduct Due Diligence 253
Chapter 3 Structure the Transaction 264
Chapter 4 Prepare the Transaction Documents, Negotiate the Deal&Sign the Transaction Documents 266
Chapter 5 Obtain Consents and Approvals 268
Chapter 6 File and Register the Deal 273
Part Ⅶ Practical Issues Involved in Cross-Border Mergers&Acquisitions 280
Chapter 1 Foreign Exchange Control Issues Relating to M&A 280
Chapter 2 Taxation Issues 301
Chapter 3 Intellectual Property Rights Issues in Mergers&Acquisitions 319
Chapter 4 Employment Issues in Foreign Acquisition 338
Chapter 5 Anti-Monopoly Review 353
Part Ⅷ Sample Documents and Commentaries 361
Chapter 1 Confidentiality Agreement 361
Chapter 2 Letter of Intent 368
Chapter 3 Due Diligence 372
Chapter 4 Memorandum of Agreement 382
Chapter 5 Equity Acquisition Agreement 390
Chapter 6 Asset Acquisition Agreement 407
Part Ⅸ The Regulatory Lineup for Mergers&Acquisitions 426
Part Ⅹ Translation of the Most Important Laws and Regulations on M&A 426
Rules on Mergers&Acquisitions by Foreign Investors of omestic Enterprises 426
Anti-monopoly Law of the People's Republic of China 448
Provisions for the Alteration of Investors' Equities in Foreign-invested enterprises 462
Provisions on the Merger and Division of Enterprises with Foreign Investment 470
Interim Measures for Administering the Transfer of the State-Owned Property Right of Enterprises 483
Measures for Strategic Investment by Foreign Investors upon Listed Companies 495
Measures for the Administration of the Takeover of Listed Companies 505
Circular on Issues Related to Improving the Administration of Enterprises with Foreign Investment in Terms of Examination and Approval, Registration, Foreign Exchange and Taxation 541
Implementation Opinions on Some Issues Concerning the Application of Law Governing the Examination, Approval and Registration of Foreign-invested Companies 545
Circular of the Ministry of Finance and the State Administration of Taxation on Several Issues on Corporate Income Tax Treatment of Corporate Restructuring Transaction 557
Guidance Catalogue of Industries with Foreign Investment (Amended in 2007) 566