并购法律实务指南

About the Author

Preface

Table of Abbreviations

Referred to in the Book

Chapter 1 Types of M&A Available in China

1-1．M&A Defined

1-2．Types of Foreign Investment Generally

1-3．Types of M&A Available

1-4．Two Special M&A Targets．in China

A．State-owned Enterprises（“SOEs”）

B．Listed Companies

1-5．The NDRC Document on Foreign Investment

1-6．National Economic Security and Antitrust

A．National Economic Security

B．Antitrust

An Additional Note

Chapter 2 Legal Framework for M&A in General

2-1．National Laws

A．The Constitution of the People is Republic of China

B．National Foreign Investment Laws 27

C．Other National Laws Relating to M&A 28

2-2．Major Departmental Rules Relating to M&A

A．General Provisions

B．Takeovers of Listed Companies

C．Acquisitions of SOEs

D．Registered Capital and Total Investment in FIES and M&A

E．Percentage of Foreign-invested Equity

An Additional Note

Chapter 3 Concerned Governmental Bodies and Their Regulatory Functions

3-1．Ministry of commerce（“MOFCOM”）

3-2．China Securities Regulatory Commission（“CSRC”）

3-3．State Administration of Foreign Exchange（“SAFE”）

3-4．stare Administration for Industry and Commerce（“SAIC”）

3-5．National Development and Reform Commission （“NDRC”）

3-6．Stare-owned Assets Supervision and Administration Commission（“SASAC”）

3-7．State Administration of Taxation （“SAT”）

3-8．Ministry of Finance（“MOF”）

An Additional Note

Chapter4 China is WTO Accession and Industrial Policies

Chapter5 Means of Consideration and Investment Vehicles

Chapter6 Taxation and Foreign Exchange in General

Chapter7 Preliminary Agreements and Due Diligence

Chapter8 Takeovers of Listed Companies （PartⅠ）

Chapter9 Takeover of Listed Company（PartⅡ）

Chapter10 Acquisitions of Non-listed Companies

Chapter11 State-owned Property and Employment Issues

Appendix

Re4enences

Invest in China：A Practica0 Legao Guide to Mergers and Acquisitions approaches the very complex Subiect of cross-border M&A transactions primarily from the perspective of foreign investors, and focuses on inbound acquisitioas carried out by foreign acquirers and domestic Chinese enterprises in China’s mainland.
lt provides a well-structured overview of the M&A legal framework and selective discussions on those important legal aspects which are essential to be generaoo Understood by foreign investors and their advisors，such as project managers
lawyers，unvestment bankers and private equity fund managers．The latest versions of the most significant national laws anddepartmental rules applicable to M&A deals are introduced in thebook．
The book covers those critical legal topics most frequently encountered by M&A dealmakers,e.g.forms of transactions,industrial policies,due diligence,taxation,foreign exchange,state-owned assets,economic security,antitrust,approval procedures and major documents to be submitted. Advice on resolutions of some representative M&A issues is given in a practical manner.