Investing in China

A Q&A guide to investing in China.

This Q&A gives an overview of the key factors affecting inward investment, including information on the jurisdiction's legal system; key laws and regulatory authorities; investment restrictions; and details of international treaties, customs and monetary unions. The guide also provides information on investor individuals; visa permits; restrictions on foreign ownership; transfer pricing and thin capitalisation rules; imports and import duties; safety regulations and standards for commercial goods and services; structuring and tax incentives; investment guarantees; recent developments and proposals for reform.

To compare answers across multiple jurisdictions, visit the Investing in... Country Q&A tool.

This Q&A is part of the Investing in…Global Guide. For a full list of contents, please visit www.practicallaw.com/investingin-guide.

David Yu and Dali Qian, Llinks Law Offices (First Law International China, Board Member)
Contents
1. How does your jurisdiction compare internationally as a destination for inward investment?

Reform and Opening Up policy

China has adopted the "Reform and Opening Up" policy since 1978. The aim of the policy was to initiate a revolutionary economic reform in China and resulted in the start of foreign inward investment. China's economy has grown impressively since the implementation of the policy more than 30 years ago.

The "Reform and Opening Up" policy represents a new era of China's integration into global economic systems and the policy is still comprehensively implemented by the government. Since 1978, numerous laws have been declared in an attempt to encourage foreign investment. The following three laws now constitute the legal foundation of foreign investment in China:

  • Law of the People's Republic of China on Sino-foreign Equity Joint Ventures (which took effect on 1 July 1979).

  • Law of the People's Republic of China on Sino-foreign Co-operative Joint Ventures.

  • Law of the People's Republic of China on Wholly Foreign-owned Enterprises.

World Trade Organization (WTO)

On 11 December 2001, China officially joined the WTO after 15 years of hard work. It was marked as one of the most important moments in the Chinese history of foreign investment. As a result of its membership of the WTO, China has improved its laws, renewed its policies towards foreign investment and opened up more sectors to foreign investment. China now promotes more friendly policies and wider access for foreign investors to enter the Chinese market.

China (Shanghai) Pilot Free Trade Zone

In 2013, China launched a free-trade zone in Shanghai, the China (Shanghai) Pilot Free Trade Zone, which aimed to implement a more active policy for foreign investment. The free-trade zone is regarded as one of the most important steps for China to further strengthen economic reform, particularly foreign investment reform. If new laws or regulations work effectively in the free-trade zone, it will shortly be extended to the whole of the country.

China is now preparing to establish three additional free-trade zones in Guangdong, Fujian and Tianjin. In addition, more restrictions on foreign investment are predicted to be lifted in the near future. For example, the regulatory authority has initiated the legislation of a specific foreign investment law to set up a more comprehensive and unified regulatory framework.

In 2013, according to national data released and updated by the National Bureau of Statistics of China, the amount of foreign direct investment in China was US$117,586,200,000. China is currently one of the most favourable countries in the world attracting the largest amount of foreign investment.

 
2. What types of companies are attracting foreign investment into your jurisdiction and what are the most active sectors?

Main foreign investment companies

The three most popular types of foreign investment companies in China (according to national data released and updated by the National Bureau of Statistics of China) are as follows:

  • Wholly-foreign owned enterprise (WFOE) which amounts to 53.28% of all foreign-invested enterprises in China. The form of WFOE provides the foreign investor with full control and rights on the business and profit.

  • Sino-foreign equity joint venture (EJV) which amounts to 38.92% of all foreign invested enterprises in China.

  • Sino-foreign co-operative joint venture (CJV) which amounts to 7.69% of all foreign invested enterprises in China.

EJVs and CJVs are quite attractive when foreign investors want to enter industries where China has restricted foreign investment. However, such restrictions can be eased for qualified investors from special regions in China that maintain different legal systems, for example, the regions of Hong Kong and Macau.

Other forms of foreign investment companies

There are two other forms of investment vehicle that are used less commonly by foreign investors in China:

  • Foreign-invested company limited by shares (FICLS).

  • Foreign-invested partnership (FIP).

FICLS. This is a joint-stock company with its capital divided into shares of equal value and voting rights. The proportion of FICLS is relatively small compared to WFOE, CJV and EJV, but the amount is increasing gradually due to the development of the Chinese securities market. Delegation of authority approval to the local level has also promoted the establishment of FICLS, because the local approval process is faster and more convenient than the central Ministry of Commerce (MOFCOM).

FIP. This is a new type of vehicle established in 2010 when the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises was declared. FIP is not a commonly adopted investment vehicle in China due to the burden of unlimited liability undertaken by the general partners and the fact that it was only recently established. However, it is particularly attractive to private equity and venture capital industries. This is because its establishment does not require approval by the MOFCOM (although local government approval is required when establishing for private equity or venture capital investment) and it has a tax pass through status for income tax purposes (meaning that the income tax liability will be passed through to the partners). In addition, MOFCOM treats FIP as a foreign investor when making investments within China.

Sector wise, the manufacturing industry occupies the largest proportion among all foreign investments in China (based on the national data released by the National Bureau of Statistics of China). Manufacturing enterprises utilised US$45,554,980,000 from foreign investors in 2013, due to:

  • Highly competitive labour forces.

  • Favourable support from local governments.

  • Advanced technology.

However, the amount has decreased gradually in comparison with the amounts of US$48,866,490,000 in 2012 and US$52,100,540,000 in 2011.

More investments have been shifted into the real estate industry, which was the second most attractive sector for foreign investment in 2013. In addition, foreign investment in the retail industry in China has grown remarkably and doubled from US$6,595,660,000 in 2010 to US$11,510,990,000 in 2013. The retail industry is now the third major industry sector for foreign investment and relies on the population's strong spending abilities. China promotes high levels of development and urbanisation, which indirectly increases income, particularly in the major cities such as Beijing, Shanghai and Guangzhou.

 
3. What will be the main factors affecting the market and how do you expect the market to develop?

There are various factors attracting foreign investment in China, including:

  • The country's fast economic growth during the last 30 years.

  • A large population and increasing income, which has created a huge demand for the products and services of foreign invested enterprises.

  • A foreign investment friendly regulatory environment.

  • A fast developing infrastructure and skilled workforce, which benefits foreign investors by reducing production costs.

  • The development of the Chinese legal system, which has created a fair and transparent environment of law enforcement, to reduce the hazard of destructive competition among domestic and foreign investors.

In addition to these factors, the Chinese Government has shown commitment to strengthen reform and opened up more sectors to foreign investment in recent years. This is expected to further promote foreign investment in China. The free-trade zone experiment will lead China to create more flexible policies for foreign investment and several restrictions on foreign investment are expected to be lifted in the near future. The evolution of manufacturing industries in China also helps to create more opportunities for new foreign investors.

 

Legal system

4. Please briefly outline the government and legal system.

The National People's Congress (NPC), which is instituted through the democratic election, is considered to be the highest legislative authority in China (in accordance with the Constitution of the People's Republic of China (Constitution)).

The State Council is the highest organ of the state administration. It is authorised by the Constitution and the NPC and is responsible for:

  • Enacting administrative measures and regulations.

  • Submitting proposals to the NPC.

  • Leading various ministries and administrative authorities at various levels nationwide.

  • Creating and executing national economic or social development plans.

  • Conducting foreign affairs.

The Supreme People's Court is the highest judicial body, which supervises the administration of justice by the local people's courts at different levels. The Supreme People's Procuratorates is the highest organ for legal supervision. In addition, there are a number of special courts (for example, the railway-transport court and the military court) that deal with specific issues like railway transportation or military affairs.

China adopts a civil law system which is influenced by the European civil legal systems (particularly the German civil law system) and the Japan civil law system in the 20th century. The laws of the Taiwan region are also mainly based on the civil law system, which is codified into the six codes from the Constitution to the Administrative laws. However, Hong Kong and Macau (as special administrative regions based on the "One Country Two System policy") still maintain the traditional legal systems which are different from mainland China. Hong Kong employs the common law system inherited from Great Britain while Macau retains the system based on the Portuguese civil law system.

China does not apply the legal concept of case law but recently the Chinese court system is attempting to adopt the guiding case system to utilise the advantages of common law systems.

 
5. What are the key laws and regulatory authorities governing foreign investment in your jurisdiction?

The most important laws governing foreign investment include the:

  • Law of the People's Republic of China on Sino-foreign Equity Joint Ventures.

  • Law of the People's Republic of China on Sino-foreign Co-operative Joint Ventures.

  • Law of the People's Republic of China on Wholly Foreign-owned Enterprises.

The laws above govern the three most popular investment vehicles in China, respectively the wholly-foreign owned enterprise (WFOE), equity joint venture (EJV), and co-operative joint venture (CJV) (see Question 2). In addition, there are other laws and regulations that govern foreign investment vehicles in China, including the:

  • Provisional Regulations on Several Issues concerning the Establishment of Foreign Investment Companies Limited by Shares, which was revised in 2015.

  • Administrative Provisions on the Registration of Foreign-funded Partnerships (which govern the foreign-invested company limited by shares (FICLS) and the foreign investment partnership (FIP) (see Question 2)).

The Chinese Government has started drafting a unified foreign investment law to integrate different laws governing foreign investment.

In addition, China has also adopted a fundamental guide, the Catalogue of Industries for Guiding Foreign Investment, to direct the foreign investor by dividing the investment sectors into four categories (see Question 11):

  • Encouraged.

  • Permitted.

  • Restricted.

  • Prohibited.

The various sectors have specific regulations governing foreign investment into the specific industry.

The National Development and Reform Commission (NDRC), the Ministry of Commerce (MOFCOM), the Administration of Industry and Commerce (AIC) and the State Administration of Foreign Exchange (SAFE) are major authorities in China and are responsible for foreign invested enterprises. The NDRC and MOFCOM are in charge of foreign investment approval, the AIC is in charge of business registration and SAFE is in charge of the foreign exchange management of foreign invested enterprises. For investment into a specific industry, the industry regulator would also be in charge of foreign investment into the industry. For example, foreign investment into sectors such as banking, securities, insurance or transportation requires additional approvals from the:

  • China Banking Regulatory Commission (CBRC).

  • China Securities Regulatory Commission (CSRC).

  • China Insurance Regulatory Commission (CIRC).

  • Ministry of Transport.

 
6. What international treaty organisations and/or economic, customs or monetary unions or free-trade areas is your jurisdiction a member of?

China formally joined the World Trade Organization (WTO) on 11 December 2001. In addition, China has been an indispensable member of a great number of important international organisations, including but not limited to the:

  • United Nations.

  • International Monetary Fund.

  • Shanghai Cooperation Organisation.

  • Asia-Pacific Economic Co-operation.

  • China-ASEAN Free Trade Area.

  • Asian Development Bank.

  • Group of 77.

  • Group of 20 Developing Nations.

  • International Bank for Reconstruction and Development (IBRD).

In 2013, China proposed to launch a multilateral bank to provide financial investment to infrastructure projects in Asia. The international financial institution has been named as the Asian Infrastructure Investment Bank (AIIB). As a founding member of the AIIB, China plays an essential role in boosting foreign investment in Asia. From March 2015, 57 countries applied to join AIIB, including but not limited to, Germany, France, Spain and the UK.

In addition, China has also established a stable relationship among its special administrative regions through the execution of bilateral agreements, for example, the:

  • Closer Economic Partnership Arrangement (CEPA) between Hong Kong and mainland China.

  • Economic Cooperation Framework Agreement (EXFA) between Taiwan and mainland China.

 
7. What other international agreements apply to foreign investment?

China has executed more than a 100 bilateral investment treaties with different countries such as the UK, Germany, France and other developing or developed countries. The bilateral investment agreements stimulate and promote China's capacity to develop foreign investment (see http://tfs.mofcom.gov.cn/article/Nocategory/201111/20111107819474.shtml).

China has also executed taxation treaties with 101 countries and regions as of January 2015 (see www.chinatax.gov.cn/n810341/n810770/index.html).

In addition, China has signed the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).

 

Investor individuals

8. Are there any visas, permits or other requirements for foreign individuals entering your jurisdiction for business purposes?

In general, foreign individuals must obtain a visa before entry into China, unless they can satisfy any of the requirements to obtain visa-free entry in accordance with the relevant agreements or regulations.

There are four major types of Chinese visa: diplomatic, courtesy, service and ordinary visa. Ordinary visas are further divided into 16 categories, and Categories D, F, L and M are very common for foreign investors:

  • Category D applies to foreign nationals intending to reside in China permanently.

  • Category F applies to foreign nationals intending to visit China for exchanges, visits, study tours and other non-business activities.

  • Category L applies to foreign nationals intending to travel to China.

  • Category M applies to foreign nationals intending to enter China for commercial and trade activities.

 
9. Are there any visa waivers or fast-track procedures available for foreign individuals entering your jurisdiction as investors?

In accordance with the Law of the People's Republic of China on Administration of Embarkation and Disembarkation, there is generally no visa waive conditions for foreign nationals unless there is a bilateral agreement signed between China and the foreign country (see Question 7). Currently citizens of Singapore, Brunei or Japan with an ordinary passport are exempted from visas if they enter China for tourism, business, or to meet with friends and/or relatives and for stays of no longer than 15 days. In addition, if a foreign investor holds a valid APEC Business Travel Card, he can enter China multiple times during the validity of the card for a stay of no more than two months each time.

 
10. What are the circumstances under which an individual becomes liable to pay tax in your jurisdiction? Can individuals be liable for tax on foreign-source income?

The Individual Income Tax Law provides the circumstances under which a foreign individual is treated as tax resident in China. The key factor for determining the residency status of a foreign individual is the length of stay in China.

Individuals who are domiciled in China or who have been living in China for more than five years are liable for income tax on their worldwide income.

Foreign individuals who are not domiciled in China but have resided in China for more than one year but less than five years are liable for income tax on their foreign-source income paid by individuals or enterprises in China (on the approval of the tax authorities).

In general, Chinese tax authorities do not levy income tax on individuals who consecutively or accumulatively live in China for less than 90 days within a tax year. This can be increased to 183 days if the individual's home country has concluded an income tax treaty with China.

There are certain categories of individual income are exempted from individual income tax, for example, welfare benefits, compensation, insurance claims and interest generated from the Treasury bond.

 

Investment restrictions

11. Are there any restrictions on foreign ownership and investment in specific industry sectors? Do any formalities permit or notification requirements apply?

Catalogue of Industries for Guiding Foreign Investment (Catalogue)

Foreign investors will be subject to the guidance provided under the Catalogue, promulgated by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). Foreign investments into various industries are classified into three types under the Catalogue:

  • Catalogue of Encouraged Industries for Foreign Investment. Foreign investment in this catalogue enjoys preferential tax treatment and expedited approval and company registration. Examples of industries in this catalogue include:

    • environmental protection;

    • energy;

    • advanced manufacturing;

    • hi-tech equipment manufacturing; and

    • pharmaceutical.

  • Catalogue of Restricted Industries for Foreign Investment. Foreign investment in this catalogue will be subject to varying levels of local, provincial, and central government approval as well as regulatory approvals, and will also be subject to stricter scrutiny and limitations on foreign ownership holdings. Examples of industries in this catalogue include:

    • rare mineral exploration;

    • banking;

    • insurance;

    • securities;

    • futures;

    • telecommunications;

    • credit investigations and ratings;

    • high school education and college education; and

    • hospitals.

  • Catalogue of Prohibited Industries for Foreign Investment. Foreign investment in this catalogue is not allowed. Examples of industries in this catalogue include:

    • domestic postal services;

    • tobacco retail;

    • social investigations;

    • Chinese law consulting;

    • news agency, publication of books, newspapers and journals;

    • movie production, retail and cinema operation; and

    • villa construction.

Any other industries not provided under the Catalogue will be considered as Permitted Industries for Foreign Investment.

The NDRC has recently promulgated a new Catalogue of Industries for Guiding Foreign Investment (Revision 2015) which came into effect on 10 April 2015. It reflects a more flexible attitude towards foreign investment in comparison to the previous version of the Catalogue in 2011.

Formalities for foreign investment

In general, foreign investment is subject to the following formalities (for investment into specific industries, prior consent from the regulatory authorities is also required):

  • Approval by NDRC. Foreign investment in certain projects must be approved or filed with the competent authorities. The NDRC co-ordinates development policy and also takes a major role in approving foreign investment projects. The Measures for the Administration of Approval and Filing of Foreign Investment Projects published on 27 December 2014 (2014 Measures) is applicable to various foreign investment projects such as equity joint ventures (EJVs), co-operative joint ventures (CJVs), wholly foreign-owned enterprises (WFOEs), foreign invested partnerships (FIPs) (see Question 2), acquisitions of domestic enterprises by foreign investors, and the capital increase and reinvestment projects of foreign-funded enterprises. The filing will be made to different levels of authorities depending on the investment amount and the catalogue of industries the investment is made to.

  • Approval by MOFCOM. All formations of company involving foreign investment must be approved by MOFCOM or its local branches, according to the:

    • Law of the People's Republic of China on Sino-foreign Equity Joint Ventures;

    • Law of the People's Republic of China on Sino-foreign Contractual Joint Ventures;

    • Law of the People's Republic of China on Wholly Foreign-owned Enterprises; and

    • other relevant laws and regulations.

The applications are reviewed at various levels of the MOFCOM depending on the amount of the investment. On the approval by MOFCOM, the foreign-invested company is allowed to apply to the relevant industrial and commercial administrative authorities for a business registration.

Registration at the Administration of Industry and Commerce. Following the approval by MOFCOM, the foreign-invested company is required to be registered at the Administration of Industry and Commerce (AIC). On receiving the business licence granted by the AIC, the foreign-invested company will be considered to be duly established.

Registration with the State Administration of Foreign Exchange (SAFE). The SAFE is the authority responsible for administrating China's foreign exchange regime. Under the SAFE regulations, a foreign invested enterprise must have two corporate bank accounts; a capital account and a current account. Some of the most common examples of current and capital account transactions are listed below:

  • Current account items:

    • payments: import of goods, royalties, service fee, expatriate wages and benefits and repayment of loan interest; and

    • receipts: export of goods, receipts on transfer of intangible goods and service revenue.

  • Capital account items:

    • payments: repayment of loan principal, equity purchase, reinvestment and reduction in capital;and

    • receipts: capital contributions, foreign currency loans, bonds, security and increases in capital.

In general, a foreign investment enterprise (FIE) can purchase foreign currency for current account payments (for example, contractual obligations) by providing supporting contractual documents which establish that the transaction is genuine (for details of a FIE, see Question 20). This usually does not require any SAFE approval. However, SAFE will examine and approve foreign currency conversions or purchases for capital account payments. The approval of foreign currency loans is routine, as is the return of capital on a capital reduction or dissolution of a company. Capital account management is gradually reducing in recent years as the government is attempting to internationalise Renminbi (RMB).

With the exception of several specific vehicles (such as qualified foreign limited partnerships (QFLPs) or foreign investment companies (FICs)), traditionally an FIE cannot usually convert its foreign exchange capital into Renminbi (RMB) unless a genuine transaction is confirmed and an actual payment is made. However, on 8 April 2015 SAFE issued the Notice of the State Administration of Foreign Exchange Regarding the Reform of the Administration of Foreign Exchange Registered Capital Settlement1 for Foreign-Invested Enterprises [Huifa (2015) No. 19] (Circular 19). Circular 19 introduces the following changes:

  • More flexibility for the FIE to exchange its foreign currency capital.

  • The possibility for FIEs to:

    • convert their foreign exchange capital into RMB at any time based on their commercial needs. This enables FIEs to better hedge their foreign currency exchange risk; and

    • make equity investment into other enterprises with the RMB exchanged from its foreign currency registered capital subject to confirmation by the bank. This was restricted and was previously available only to special vehicles such as QFLPs and FICs.

These changes would further facilitate FIE operation in China.

Indirect foreign investment

The Chinese government is gradually developing its policies to attract more indirect investors and has become more hospitable in accommodating this type of foreign investment. Chinese regulatory authorities allow foreign investors to invest in Chinese capital markets through a scheme of qualified foreign institute investor (QFII). On approval by the State Council, from 17 November 2014, corporate income tax on income from the transfer of equity investment assets (including shares within China by QFII and RMB-qualified foreign institutional investors (RQFII)) are exempted. This exemption applies to QFIIs and RQFIIs who do not have a permanent establishment within China or those whose income has no actual connection with the permanent establishment in China. In addition, SAFE has made the following amendments to its indirect foreign investment management:

  • From 3 February 2016, under the new SAFE rules governing foreign exchange management on QFII investment, participants in the QFII programme will be allowed to have a basic quota amount which is decided by a formula based on assets under a QFII's management. QFII investors will need to apply for additional quota when their investment amount exceeds the basic quota amount.

  • SAFE eased rules restricting QFIIs from moving funds in and out of China. Under the new rules, the capital lock-up period for QFII redemptions was reduced from one year to three months.

  • QFII mutual funds can make subscriptions and redemptions daily, instead of the weekly basis. However, the restriction that prohibits a QFII from moving over 20% of its assets out of China in a month still applies.

Shanghai-Hong Kong Stock Connect

In addition, in 2014, a pilot programme has been launched for the establishment of mutual access between Shanghai and Hong Kong stock markets, called "Shanghai-Hong Kong Stock Connect". The Shanghai-Hong Kong Stock Connect is being established to help the development and effective operations of stock markets and to enhance investor protection. The Shanghai-Hong Kong Stock Connect allows investors from Hong Kong to invest in the selected scope of companies listed on the Shanghai Stock Exchange.

 
12. Does the government retain and exercise control over certain industry sectors? If so how?

There are certain industries that are traditionally exclusively operated by state-owned enterprises, including oil and natural gas exploration, electricity grids, telecommunications and public utilities. In addition, industries such as domestic postal services, news agency, tobacco, radio and television stations and cable TV networks are also mostly operated by government sponsored entities. These industries are included in the Catalogue of Prohibited Industries for Foreign Investment (see Question 11).

There are also other industries open to foreign investment but that are subject to certain restrictions, such as financial institutions and telecommunications. There is a cap on foreign ownership of foreign investment into banks, securities and insurance companies and it is also subject to approval from the:

  • China Banking Regulatory Commission (CBRC).

  • China Securities Regulatory Commission (CSRC).

  • China Insurance Regulatory Commission (CIRC).

 
13. Are there restrictions on foreign ownership or occupation of real estate? Do any formalities, permit or notification requirements apply?

The competent authorities in China collectively declared the Regulating the Entry and Administration of Foreign Investment in the Real Property Market Opinion (Opinion) in 2006. The Opinion imposes certain restrictions on the acquisition of real estate for investment purposes in China. The restrictive measures include:

  • Regulating the entry of foreign investment in real property market. If overseas institutions and individuals invest in and purchase real properties in China (not for their own use) they must apply for the establishment of foreign-invested enterprises in accordance with the principle of commercial presence (that is, the foreign investor must establish a foreign-invested enterprise (FIE) in China to conduct real estate investment with approval from regulatory authorities) and follow the relevant provisions regarding foreign investment in real property. They are only able to engage in the relevant business after receiving approval by the applicable authorities and completing the requested registration. If the total amount of foreign investment in a real property enterprise exceeds US$10 million (inclusive), the registered capital cannot be less than 50% of the total amount of investment. If the total amount of investment is less than US$10 million, the registered capital must comply with the current regulations. In addition, a series of approvals and licences must be acquired from the competent authorities as the conditions precedent for the development of the relevant real estate project.

  • Strengthening administration of real property development and business of foreign-invested enterprises. The regulatory authorities have imposed certain restrictions on the financing of foreign-invested real estate development enterprises in an attempt to force foreign investors to use lower leverage of capital. A foreign-invested real property enterprise cannot apply for domestic or overseas loans, and the foreign exchange administration department will not approve the settlement of foreign exchange loans if:

    • it has not obtained a State-owned Land Use Permit.

    • the funds of its development project have not reached 35% of the total amount of investment in the project.

  • Strengthening the Administration of Purchase of Housing Premises by Overseas Institutions and Individuals. Certain restrictions have been revised by the Notice for Adjusting Policies on the Access and Administration of Foreign Investment in Real Estate Market (Notice 122) issued in August 2015. According to Notice 122, branches or representative offices (excluding those engaged in the real estate business upon approval) set up in China by foreign entities and foreign individuals working or studying in China can purchase houses for self-use or self-occupation to meet their actual needs. When purchasing real estate in a city, foreign individuals must comply with the particular house purchase quota policies of the city. Residents of the Hong Kong, Macao and Taiwan regions and Chinese residents overseas can purchase commodity premises located in certain areas for their own occupation in China for living purposes. Overseas institutions and individuals that satisfy the provisions must use their real names when purchasing commodity premises for their own use and occupation.

 
14. Are there any minimum capital requirements for foreign investment?

There are currently no requirements on the minimum capital requirements for foreign investment in China, unless otherwise required by the applicable laws, administrative regulations or on the request of the regulatory authorities for the minimum registered capital in particular industries.

The Ministry of Commerce (MOFCOM) declared a new rule in 2014 that repealed earlier restrictive requirements on capital contribution. In general, the reform abolishes the requirements relating to the:

  • Initial capital contribution.

  • Ratio of cash contribution.

  • Contribution schedule.

However, if a foreign investment was approved before 1 March 2014, the investors must continue to perform their obligation of capital contribution under the original contract or the articles of association. If the information relating to the foreign investment needs to be changed, the investors can file an application with the competent approval authority. In addition, the new rule only applies to general industries and does not cover certain specific sectors and industries, for example, securities, fund management, trusts, banking, financial leases, insurance and real estate development (among others).

 
15. Are there any exchange control or currency regulations? Are there any restrictions on the remittance of profits abroad?

Foreign exchange used to be heavily regulated in China, particularly in relation to foreign investment. However, the Chinese government is gradually relaxing its foreign exchange restrictions to make the country more attractive and hospitable to foreign investors. China's State Administration of Foreign Exchange (STATE) has recently declared new regulations to simplify the regulatory procedures and improve administrative efficiencies in foreign exchange control.

Currently, for foreign investors to conduct any foreign exchange activities in connection with their investment in China, the activity will be subject to:

  • Filing or registration with the relevant SAFE branch.

  • A substantive examination by the account-opening bank under the relevant law.

In general, there are no restrictions on the remittance of profits abroad. Foreign investors can process the remittance through a local bank. The bank will verify the authenticity and consistency of the materials submitted by the foreign investor before conducting the remittance. The remittance of onshore profits abroad is subject to certain withholding taxes in China.

 

Imports

16. Are there any restrictions on the importation of commercial goods?

The customs authority and foreign trade authorities in China provide lists of goods that are prohibited from being imported into the Chinese market. Prohibited/controlled items mainly fall within the following sectors and industries:

  • Chemical products.

  • Dangerous drugs and medical equipment.

  • Arms.

  • Mineral resources.

  • Used goods.

  • Telecommunication equipment.

  • Games.

  • Scrap materials.

  • Video materials that involve hatred, discrimination, instigation, superstition, and pornography.

 
17. What import duties apply to commercial goods?

Chinese customs duties are generally collected based on value and are levied at rates dependent on the type of goods and the country of origin (and on certain occasions, collected on a quantity basis). The main types of customs duties are grouped into two categories:

  • Favoured tax. This tax usually only applies to countries that have a reciprocal tax treaty with China.

  • Normal tax. This tax applies to goods and services imported from countries that do not have a reciprocal tax treaty with China.

There are two parts to import duties, custom duty and withholding VAT. The basic formula to work out import duty is that custom duty is equal to the after-tax price multiplied with the customs duty rate. The applicable customs duty rate is determined by the tariff code of the goods, and the withholding VAT is generally fixed at 17% (with some exceptions for special categories).

 
18. Are the safety regulations and standards applicable to commercial goods in your jurisdiction compatible with other standards that are recognised internationally?

The Chinese Government has been paying increasing attention and making increasing effort to enhance its product quality and safety. Multiple statutes have been declared or amended to reflect this, including:

  • The Product Quality Law of the People's Republic of China.

  • The Consumer Rights Protection Law of the People's Republic of China.

  • The new Food Safety Law and its implementation rules, amended in 2015.

  • Regulations stating product quality standards.

Product quality law

The law specifically provides that the regulations and implementation rules provided by the competent authorities must be in compliance with the international quality control standards for general use. The state must implement a product quality authentication system by making reference to the internationally advanced product standards and technical requirements.

Responsibilities for product quality supervision are as follows:

  • The State Council's product quality supervision department must be responsible for the nationwide supervision of product quality.

  • The relevant departments of the State Council must be responsible for the supervision of product quality within the scope of their respective duties.

  • Local product quality supervision departments at the provincial level must be responsible for product quality supervision within their administrative regions.

  • Relevant departments of local people's governments at county level must be responsible for product quality supervision within the scope of their respective duties.

Consumer rights protection law of the People's Republic of China

The law reflects China's intention to keep up with international standards in consumer rights protection. The law provides that consumers are entitled to protection of their personal safety, private information and property security when purchasing and using goods and after the provision of services. Consumers have the right to expect that the goods and services provided by business operators satisfy the requirements for the protection of consumers' personal safety and property security. Consumers are entitled to obtain information about the goods they purchase or use and the services they receive. Consumers also have the right to require that business operators provide relevant information pertaining to the goods and services provided. Consumers whose personal safety or property is harmed as a result of the purchase or use of the goods or services rendered will be entitled to receive compensation under the law.

Food Safety Law

The laws in China relating to food safety standards have been consolidated into the 2015 Food Safety Law. Food safety standards are now regulated by the China Food and Drug Administration (CFDA). The CFDA is expected to implement a consistent enforcement standard in the food industry. Under the new Food Safety Law, for the first time food wholesalers must set up an internal food sales record system to record certain detailed information, including the food's:

  • Name.

  • Specifications.

  • Production date.

  • Sale quantity.

  • Shelf life.

  • Buyer name.

  • Buyer contact information.

The records relating to the above must be kept for no less than two years.

To comply with the traceability request, food additive merchants must:

  • Check a supplier's permits and quality certificates.

  • Record certain information, such as:

    • food additive names;

    • the purchase quantity;

    • the production date;

    • the supplier's name; and

    • the supplier's contact information.

The operators of online retail platforms that sell food products are also regulated by the 2015 Food Safety Law. Such operators must register the real contact information of the sellers who use their sales platforms and are responsible for verifying the seller’s permits. To comply with these requirements, the online sales platform operators may be required to set up new computer systems, revise their registration procedures for their sellers, or recruit more staff to verify the information. This may significantly increase the operational costs. Besides the new registration requirements, online platform operators that sell food products must:

  • Report any illegal activities committed by their sellers on their online platform to the CFDA.

  • Cease the online service rendered to such sellers accordingly.

 
19. Are there any similar or equivalent restrictions on providing services into another jurisdiction?

On 14 February 2015 the State Council issued the Opinions of the State Council on Accelerating the Development of Trade in Services [Guo Fa [2015] No 8], which is intended to develop the services trade, increase job opportunities and adjust Chinese economic structure. As a result, since 2015 China has established a series of rules and regulations to encourage exportation of services, including the application of a 0% VAT on several types of export services (such as movie and television programmes and offshore outsourcing).

 
20. How is foreign investment into your jurisdiction typically structured? What forms of legal vehicle are attractive to foreign investors?

There are three major forms of business structure in China:

  • Limited liability company (LLC).

  • Joint stock company.

  • Partnership.

For a foreign investment enterprise (FIE), these forms can be divided into a further three categories depending on ownership, capital contribution, and dividend requirements.

Joint venture (JV)

A JV refers to a distinct legal entity. There are two types of joint venture under Chinese law, an equity joint venture (EJV) and a co-operative joint venture (CJV).

  • EJV. Typically, a foreign-invested joint venture is an EJV formed under Sino-Foreign Equity Joint Ventures Law (EJV Law). The EJV Law has been implemented for more than 30 years, and is further supported by additional clarifying regulations, measures, decrees, and notices that deal with most aspects of the establishment and operation of EJVs. To qualify as an EJV, there must be at least one foreign investor and at least one Chinese investor. An EJV must also be an LLC.

  • CJV. A CJV is an alternative, if foreign investors are not satisfied with the EJV. The CJV is very similar to the EJV, except for the following differences:

    • CJV investors can negotiate their terms of co-operation, which means they do not have to share returns and losses proportionate to their equity investments; and

    • CJVs can be established in the form of either an LLC or CJV and are not treated as an independent legal person.

    However, in recent years the CJV gradually appears to be a less popular option for foreign investment.

Wholly foreign-owned enterprise (WFOE)

A WFOE is an LLC formed solely by one or more foreign investor(s). A WFOE is the most popular form of foreign investment in China, as foreign investors increasingly believe that China's economic and legal development have made it unnecessary to rely on guidance from a local partner.

Compared to other types of FIEs (for example, EJVs and CJVs), WFOEs are more flexible. The flexibility afforded to WFOEs has been viewed as part of the Chinese Government's efforts to minimise the disparity in the treatment of domestic-owned companies and FIEs. For example, unlike EJVs and CJVs, where a board of directors must act as the highest authority of the company, WFOEs can approve decisions in shareholder meetings.

Foreign invested partnership (FIP)

An FIP is a relatively new structure compared to JVs and WFOEs. However, in recent years, FIPs have become more popular among foreign investors. The advantages of an FIP include its flexibility and the fact that it does not require approval from the Ministry of Commerce. In addition, the partners can create their own agreement to govern the distribution of profits or losses and are not strictly tied up with the investment percentage. However, forming and operating an FIP can involve communication and discussion with relevant governmental authorities because some relevant governmental authorities in certain areas of China have limited experience in administering FIPs.

 
21. What are the circumstances under which a business becomes liable to pay tax in your jurisdiction?

Enterprises and other organisations that derive income from or accrue income in China are liable to pay corporate income tax under the applicable Chinese tax laws.

A resident enterprise is liable to pay corporate income tax in China for income derived from or accruing in or outside of China. A business incorporated outside of China but with its actual management functions conducted in China will be treated as a resident enterprise lawfully incorporated in China.

A non-resident enterprise will pay corporate income tax for income derived from or accruing in China by its permanent establishment in China, and for income derived from or accruing outside of China which has a de facto relationship with the permanent establishment in China.

 
22. What are the main business tax rates?

Corporate income tax is set at the rate of 25%. If a non-resident enterprise has no permanent establishment in China or the income does not have a de facto relationship with the permanent establishment in China, the income will generally be subject to withholding tax at a reduced rate of 10%.

In addition to corporate income tax, business taxes in China mainly include the following:

  • Value added tax (VAT). The sales or importation of goods and the provision of repairs, replacements, and processing services are subject to VAT. VAT is charged at a standard rate of 17%, and for lower rate taxpayers the rate is 3%. The sale of certain necessity goods can also be subject to VAT at a reduced rate of 13%, as specified in the VAT regulations.

  • Business tax. Services (other than those provided in the VAT applicable regime) are subject to business tax. Business tax is generally charged at a rate between 3% and 5%.

  • Stamp duty. All enterprises and individuals who execute or receive "specified documentation" (including 11 types of contracts and a few specified documents) are subject to stamp duty. The stamp duty rates range from 0.005% on loan contracts to 0.1% for property leasing and property insurance contracts. A flat amount of RMB5 applies to certification evidencing business licences and patents, trademarks, or similar rights.

  • Import and export duty. PRC Customs collect import and export duties in accordance with the regulations for imports and exports. The applicable customs duty rates for imports include:

    • most-favoured-nation tariff rates;

    • conventional tariff rates,;

    • preferential tariff rates; and

    • general tariff rates and tariff rates for quota items.

    The applicable rate for certain goods can generally be determined by taking into account the country of origin of the goods.

    For foreign investment entities (which is a structure that is included in the encouraged categories in the Guideline Catalogue of Foreign Investment Industries), any equipment for its own use imported within the total investment amount will be:

  • Exempt from customs duty.

  • Exempt import-linked VAT.

However, the above exemptions do not apply to goods included in the Catalogue of Import Commodities for Foreign Investment Projects Not Granted Tax-free Status (such as ordinary office equipment, automobiles, laptops and so on)

 
23. What is the tax treatment in your jurisdiction of profits from an investee company remitted outside your jurisdiction by an investor?

Foreign investors will be subject to withholding tax before remitting profits (including interests, royalties, dividends) abroad. In general, the withholding tax rate for non-resident enterprises is 10%. The withholding tax rate can be reduced to 5% if there is a tax treaty between China and the country of origin of the foreign investor. For example, investors from Hong Kong or Germany pay withholding tax at the reduced rate of 5% when certain requirements are satisfied due to the tax treaty with mainland China.

 
24. What transfer pricing and/or thin capitalisation restrictions may apply to investments into your jurisdiction from elsewhere?

The Corporate Income Tax Law in China requires all enterprises to conduct transactions with related parties on an arm's length basis. The Chinese tax authorities are entitled to make adjustments if they consider that the transactions were not conducted on an arm's length basis. The State Administration of Tax (SAT) supervises transfer pricing, and adopts stringent requirements on the disclosure of related party transactions in annual tax filing.

Since 2009, SAT has developed its tax administration on transfer pricing and income derived from non-resident enterprises. SAT has released a series of tax circulars addressing the treatment of transfer pricing, foreign contractors and service providers. SAT has the right to challenge and claw back corporate income tax (CIT) on transactions where non-resident enterprises dispose their equity investment in China to related parties at cost or not at a fair value.

 

Incentives

25. What tax incentive or other schemes exist to encourage foreign investment?

Under the Corporate Income Tax Law in China, tax incentives apply to certain industries and/or districts, including but not limited to the following:

  • An exemption or 50% reduction of corporate income tax (CIT) for:

    • agriculture;

    • forestry;

    • animal-husbandry; and

    • fishery.

  • A period of three years of exemption, plus three years of 50% reduction of CIT for some projects, for example:

    • specified basic infrastructure projects;

    • qualified new/high tech enterprises established in designated areas;

    • software enterprises; and

    • qualified environmental protection, energy conservation and water conservation projects.

  • The CIT rate can be reduced under certain conditions for different industries. Qualified high tech enterprises are eligible for a reduced CIT rate of 15%. Enterprises purchasing and using equipment specified by the state for environmental protection, energy and water conservation, or production safety purposes are eligible for a tax credit of 10% of the investment in the equipment. Any unutilised amount can be carried forward and creditable in the following five years.

  • Deduction of expenses and costs, for example, 50% additional research and design (R&D) deduction and shorter tax depreciation period. The State Administration of Tax enacted a circular in November 2015 to clarify the calculation of deduction of research and design expense for tax purposes.

 

Investment guarantees

26. What legal guarantees exist against expropriation and/or provide for appropriate compensation? What is your government's track record in this regard?

It is provided in the laws regulating WFOEs and JVs (see Question 20), that the Chinese Government must protect foreign investors' investment in foreign-invested enterprises, profits and any other legal rights and interests (pursuant to the provisions of agreements, contracts and articles of association which it has approved).

It is also required that the state will not nationalise or expropriate foreign-invested enterprises. However, in special circumstances, where it is necessary and in the public interest, a foreign-invested enterprise can be expropriated in accordance with legal procedures and provided appropriate compensation is paid.

China has also entered into bilateral investment treaties with over 100 countries worldwide, which contain provisions against expropriation and the relevant compensation to be paid.

In addition, real estate property can only be expropriated pursuant to the authority and the procedures stipulated by law for public interest needs. The administration decision can also be subject to a challenge in the form of an administration hearing or litigation.

 
27. Are there any issues in relation to the enforcement of intellectual property rights?

China is focused on innovation-driven development and has attached importance to the protection of intellectual property (IP) rights. China has specifically established three IP courts in Beijing, Shanghai and Guangzhou. The courts hear copyright or trade mark cases and have cross-regional jurisdiction over administrative and civil cases involving patents, new varieties of plants, layout designs of integrated circuits and know-how. In cases of anticipated violations of IP rights, the courts can make preservation orders to order a party to carry out certain acts or prohibit a party from carrying out certain acts, prior to and during the litigation. In addition, the Administration of Industry and Commerce (AIC) and the customs authorities are authorised to take actions against IP infringements including investigation and imposing administrative penalties. Serious infringements of IP rights are subject to penalties under civil law, administrative law and criminal law.

A comprehensive legal system governing IP is continuing to develop in China to protect IP rights, including copyrights, trade marks and patents. The following are responsible for the protection of IP:

  • The Trademark Bureau of the AIC is in charge of trade mark review and registration.

  • The Patent Office of the Intellectual Property Office is in charge of the registration of patents of inventions, utility models and designs.

  • The National Copyright Administration is in charge of the registration of copyrights.

Applications for trade mark or patent registration by foreign investors in China will be handled according to the:

  • Agreement executed between their country of origin and China.

  • International treaty to which China is a contracting party.

  • Principle of reciprocity.

Foreign nationals applying for trade mark or patent registration in China and handling any other trade mark or patent matters must entrust a trade mark or patent agency to handle the matter.

 
28. Are there any issues in relation to the gaining and enforcement of judgments and/or arbitral awards?

Civil proceedings and administrative litigation in China adopt a principle whereby the trial of second instance is the final trial. The trial of first instance normally takes six months and the appeal case takes three months, but complex cases can take as long as several years. There are also procedures for trial supervision (for example, re-trial, arraignment by a higher-level court and protest by procuratorate).

Foreign investors have equal litigation rights and obligations as Chinese investors. This is with an exception, however, where a foreign court restricts the civil litigation rights of the Chinese, the Chinese courts will implement the principle of reciprocity for civil litigation rights of persons of that country. The ratification and enforcement of an effective foreign judgment or ruling will be examined under the international treaty concluded or participated by China or in accordance with the principle of reciprocity. The Chinese court can refuse to ratify and enforce the judgment where the basic principle of the laws of the People's Republic of China or the sovereignty, security or public interest of the state is violated.

Since 1 May 2015, the Case-filing Register System came into effect. Under the system the court will accept the statement of claim and register the case immediately when the claim concerns:

  • Prosecution.

  • Private prosecution.

  • Claims filed by citizens, legal persons or other organisations that have an interest in the case. The claim must:

    • identify a specific defendant;

    • clearly outline the litigation demands and factual bases;

    • be eligible to be heard by the PRC courts; and

    • fall under the jurisdiction of the court accepting it.

  • Administrative claims filed by the counterparty of an administrative actions or other citizens, legal persons or other organisations that have an interest in the administrative conduct. The claims must:

    • identify a specific defendant;

    • clearly outline the litigation demands and factual bases;

    • be eligible to be heard by the PRC courts; and

    • fall under the jurisdiction of the court accepting it.

  • Cases that are handled only through a complaint (that is a minor criminal case which can be proved by evidence provided by the victim) and cases where the victim has evidence showing that the public security authority, the prosecution authority and the court should have prosecuted but have failed to do so. The case must:

    • identify a specific defendant;

    • clearly outline the litigation demands and factual bases;

    • eligible to be heard by the PRC courts; and

    • fall under the jurisdiction of the court accepting it.

  • An effective judgment document which grants specific payment and enforcement subjective. The document must:

    • have a clear enforcement subject;

    • be eligible to be heard by the PRC courts; and

    • be submitted by the entitled party or its successor.

  • An indemnification application filed at the court. The application must be submitted by an applicant who is dissatisfied with either the indemnification, administrative hearing award or failure to act by the prosecutors, public security bureau or court.

If the court cannot immediately decide whether the application has an appropriate legal basis, it must make the decision within the statutory period, which range from seven days to 30 days, depending on the type of case.

According to the Interpretations of the Supreme People's Court on Application of the Civil Procedural Law of the People's Republic of China enacted in 2015, a foreign litigant in a foreign-related civil lawsuit can entrust a civilian of the foreign litigant's home country or a lawyer of the litigant's home country to be his representative in the suit. Diplomatic personnel of a foreign embassy in China can, in their personal capacity, be entrusted by a citizen of their home country to be his representative in the suit. However, the foreign litigant will not enjoy diplomatic or consulate privileges and exemptions in the lawsuit.

Arbitral awards are recognised and can be enforced in China, as China is a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (New York Convention) which is confirmed under Article 274 of the PRC Civil Procedure Law. Enforcement can be denied if the arbitral award violates public policy or if it lacks jurisdiction or due course.

 

Recent developments and proposals for reform

29. Have there been any significant recent or proposed legal developments affecting investors?

China is continuing to specifically develop its legal system on foreign investment. The Ministry of Commerce (MOFCOM) issued the Foreign Investment Law (Draft Amendment) for public comments by 17 February 2015. The draft is a revision and combination of the Sino-foreign Equity Joint Ventures Law, Wholly Foreign-owned Enterprises Law and Sino-foreign Contractual Joint Ventures Law. On 2 March 2016, the spokesman of the MOFCOM said that the MOFCOM will speed up the revision of the "three laws on foreign investment", formulate a foreign investment law and strive to submit this to the National People's Congress for consideration in 2016.

The State Administration of Foreign Exchange enacted the Notice of the State Administration of Taxation on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment (Direct Investment Notice) to:

  • Strengthen the reform of foreign exchange management of capital accounts.

  • Promote cross-border investment by making it easier to regulate foreign exchange management for direct investment.

  • Improve management efficiency.

The Direct Investment Notice removes the need for foreign exchange registration approval under domestic direct investment. Instead, banks will review and carry out foreign exchange registration under domestic direct investment directly. This can make the relevant foreign exchange formalities more convenient.

The State Administration of Foreign Exchange also issued the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises (Foreign Exchange Notice). Under the Foreign Exchange Notice, the monetary contribution confirmed by the foreign exchange authorities (or for which the monetary contribution has been registered for account entry) in the capital account of an foreign investment enterprise (FIE) can be settled at a bank as required by the enterprise's actual management needs. The proportion of foreign exchange settlement of capital subject to the discretion of such foreign-invested enterprise is temporarily set at 100%. In the past, the FIE had to submit supporting documents to the bank to convert the foreign exchange registered capital into RMB if there is actual and immediate demand for payment of RMB. This new policy will:

  • Simplify the process and strengthen the reform of foreign exchange administrative system.

  • Facilitate business and capital operation of foreign-invested enterprises.

 
30. Are there any planned or on-going treaty negotiations or political developments that could have an impact on your jurisdiction's bilateral relationships with other nations and/or other economic, customs or monetary unions, free-trade areas or markets?

UK

In October 2015, China and the UK entered in to a series of business agreements with a total amount of about GB£40 billion. The business agreements relate to energy, medical and other areas. The most significant project is China's investment in the Hinkley Point Project: the first nuclear power plant established by the UK in the last 30 years and the biggest nuclear power plant project in history. The execution of the business agreement will strengthen the relationship between China and the UK.

Australia

After a decade of negotiations, China and Australia signed a free trade agreement in June 2015. The agreement covers the following:

  • A simplified review procedure for investments.

  • Most-favoured-nation status.

  • Easier market access to service sector.

Under the agreement, 85.4% of goods traded between both sides will immediately remove tariffs. About 97% of Australian exports to China will be tariff-free following a certain timeframe. These include many agricultural products such as beef, dairy and wine. Australia will eventually reduce tariffs to zero on all goods imported from China. This free trade agreement signals a new era in trade ties between Australia and China.

EU

In 2015, President Xi, Chinese Prime Minister Li and other Party and state leaders visited 12 European countries and the EU headquarters. In addition, EU leaders and 23 heads of government of the European countries visited China. During the above-mentioned high-level visits, MOFCOM concluded business co-operation agreements. The MOFCOM also held the fifth China-EU high-level economic and trade dialogue, and bilateral economic and trade committees with the EU and 15 other European countries. The China-EU economic and trade dialogue and pragmatic co-operation have continuously improved. At the same time, MOFCOM and the European commission strived to resolve differences and control trade frictions through dialogue and consultation.

 

Main investment organisations

The Investment Association of China (中国投资协会)

Main activities. The Investment Association of China has been maintained by the National Development and Reform Commission (NDRC) since 2001, and the aim of the association is to provide services regarding investment to its members.

W www.iac.org.cn/

China Enterprises Investment Association (中国企业投资协会)

Main activities. The China Enterprises Investment Association organises the enterprises of China and the relevant economic organisations for business communication. It conducts academic research and social investigations for expanding the market for Chinese enterprises.

W www.ceia.cn/

China Association of Enterprises with Foreign Investment (CAEFI) (中国外商投资企业协会)

Main activities. CAEFI operates in accordance with state guidelines, policies, laws and regulations in relation to opening up and encouraging foreign investment. CAEFI makes its best efforts to provide services to its members and other investors by guiding its members to run their companies legally, safeguarding the legitimate interests of its members, enhancing the mutual understanding, communication and co-operation between its members, and helping its members to act positively in China's undertaking of socialist economic development and international economic cooperation.

W http://caefi.mofcom.gov.cn/



Online resources

Ministry of Commerce (MOFCOM).

W www.mofcom.gov.cn

Description. This is a governmental official website maintained by the Ministry of Commerce (MOFCOM).

National Development and Reform Commission (NDRC)

W www.sdpc.gov.cn

Description. This is a governmental official website maintained by the National Development and Reform Commission (NDRC).

State Administration of Foreign Exchange (SAFE)

W www.safe.gov.cn

Description. This is a governmental official website maintained by the State Administration of Foreign Exchange (SAFE).

FDI.Gov.cn

W www.fdi.gov.cn

Description. This is a public information service website maintained by MOFCOM for providing guidance to investors making investment in China.

Customs.Gov.cn

W www.customs.gov.cn/publish/portal0/

Description. This is a governmental official website maintained by the General Administration Customer of the People's Republic of China (PRC).

Free trade agreements

W http://fta.mofcom.gov.cn

Description. This website is a network of Chinese Government deems Free Trade Agreements (FTAs) maintained by MOFCOM.



Contributor profiles

David Yu, Managing Partner

Llinks Law Offices

T +86 21 3135 8686
F +86 21 31358600
E david.yu@llinkslaw.com
W www.llinkslaw.com

First Law International Board Member Firm (Chambers Global Elite Network)

Professional qualifications. PRC Bar

Areas of practice. M&A; real estate; PE/VC investments; debt restructuring; property finance and corporate finance.

Non-professional qualifications. Chairman of Shanghai Bar Association, Advisor of Legal Consulting Board to Shanghai Pudong Government, Member of China Venture Capital Research Institute, Member of Legal Advisors Group of Shanghai Law Journal, Member of Urban Land Institute Mainland China Council

Recent transactions

  • Warburg Pincus's equity investment in Red Star Macalline.
  • Trade sale of portfolio companies in China by various offshore investment funds.
  • Morgan Stanley Real Estate Fund's various property acquisition projects in China.
  • Scarborough's equity investment in Top Spring.

Languages. Chinese, English

Professional associations/memberships

  • Member of Shanghai Bar Association.
  • Member of All China Lawyers Association.
  • President of Shanghai Bar Association.

Dali Qian, Partner

Llinks Law Offices

T +86 21 3135 8676
F +86 21 31358600
E dali.qian@llinkslaw.com
W www.llinkslaw.com

First Law International Board Member Firm (Chambers Global Elite Network)

Professional qualifications. PRC Bar, New York Bar

Areas of practice. M&A; PE/VC investment; fund formation; corporate finance.

Recent transactions

  • Representation of a US based VC fund in investment to an online game company.
  • Representation of a US PE fund in setting up RMB funds in Beijing and Shanghai.
  • Representation of US investment bank in setting up an RMB fund in Hangzhou.
  • Representation of a US PE fund in investment into a Chinese packaging company.

Languages. Chinese, English

Professional associations/memberships

  • Member of Shanghai Bar Association.
  • Member of All China Lawyers Association.
  • Member of New York Bar Association.

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