Chinese Company and Securities Law

Chinese Company and Securities Law

by Chengwei Liu

Hardcover(2nd ed.)



China enjoys the highest level of foreign investment of any country in the world today. Yet, despite substantial liberalization in last decades, investment in China remains tightly circumscribed. For complex reasons stemming from China’s protection of its own internal economy, the government hedges foreign investments, either green field Foreign Direct Investment (FDI) or Mergers and Acquisitions (MandAs), with a complex system of laws, regulations and guidelines, bristling with challenges and uncertainties for even the simplest investment or restructurings.

This detailed, systematic explanation – by a practicing lawyer with over ten years experience at one of the top law firms in China – provides thorough and up-to-date guidance on the rules and procedures affecting FDI, MandAs, and listings in China today. Focusing on such practical matters as key regulations, regulatory requirements, and transactional procedures and structures, the author leads the practitioner through the maze of interconnected national and local authorities, with expert knowledge of when and under what circumstances various rules apply and when they do not as well as practical skills on how to structure a particular deal under current regulations.

Included in this superb analysis are detailed descriptions of such factors as the following:

  • • establishment of a new Foreign Invested Enterprise (FIE), including a substantial review of the establishment of both common FIEs (either whole foreign ownership or joint ventures with Chinese parties) and particular FIEs (such as a foreign invested holding company, stock company or partnership);
  • • the cross-border acquisition of a domestic company by foreign investors including the restructuring of existing FIEs by way of domestic re-investment or equity transfer or mergers;
  • • the takeover of a PRC listed company by foreign investors through such ways as a Qualified Foreign Institutional Investor (QFII/RQFII) or strategic investment;
  • • the acquisition of a State-Owned Enterprise (SOE), either listed or non-listed SOE;
  • • the merger control review and national security review involved in an MandA transaction; and
  • • the Initial Public Offering (IPO), follow-on offerings including private placement on Chinese capital market, as well as the issuance of corporate bonds in China.

  • Since the year 2008 when the first edition was published, lots of significant developments were made in regard to the laws and regulations in FDI, MandAs and capital market. Such developments and new regulations are given an up-to-date analysis in this second edition.

    For law firms advising companies on investing in China, or for in-house counsel, this book is without peer as a comprehensive, reliable and easy-to-use resource. At every stage of a project, from the initial business decision to problems arising after successful start-up and during day-to-day operations, it will provide clear, authoritative guidance for years to come.

    Product Details

    ISBN-13: 9789041160584
    Publisher: Wolters Kluwer Law & Business
    Publication date: 02/10/2016
    Edition description: 2nd ed.
    Pages: 360
    Product dimensions: 6.50(w) x 1.50(h) x 9.50(d)

    Table of Contents

    1. Introduction: Regulatory Framework of Foreign Investment.

    Part I. Investment Vehicles. Introduction I: Investment Vehicles under the New Company Law (2005). 2. Common Vehicles of Foreign Investment. 3. Foreign Invested Holding Company (FIHC). 4. Foreign Invested Company Limited by Shares (FICLS). 5. Foreign Invested Limited Liability Partnership (FILLP).

    Part II. Merger and Acquisition: Non-Listed Companies. Introduction II: M&As under the New M&A Rules (2006). 6. Acquisition of Domestic Enterprises in General. 7. Acquisition of Particular Structure: Acquisition via SPV, Share Swap. 8. Acquisition of State-Owned Enterprises (SOEs). 9. Equity Transfer and Pledge in Existing FIEs. 10. Acquisition (Domestic Re-Investment) by Existing FIEs. 11. Merger between FIEs or with an FIE. 12. Merger Controls under Competition Law.

    Part III. Merger and Acquisition: Listed Companies. Introduction III: Takeover under the New Takeover Code (2006). 13. Takeover of Listed Companies in General. 14. Strategic Investment in Listed Companies. 15. Investment via Qualified Foreign Institutional Investors (QFIIs). 16. Transfer of State-Owned Shares in a Listed Company. 17. Disclosure in the Takeover. 18. Substantial Assets Restructuring (SAR) of a Listed Company.

    Part IV. Securities Offering. Introduction IV: Securities Offering under the New Securities Law (2005). 19. Initial Public Offering (IPO) and Listing. 20. Follow-on Shares Offering by a Listed Company. 21. Corporate Bonds Available to a Listed Company. 22. Corporate Governance and Internal Controls of Listed Companies.

    Customer Reviews

    Most Helpful Customer Reviews

    See All Customer Reviews