中国外商投资法

Chapter 1 The History of Foreign Investment in China-From Reform and Opening to the Xi Jinping Administration

I.The First Decade: Early Experimentation and the Basic Foreign Investment Vehicles

a.Sino-foreign Equity Joint Ventures

b.Cooperative Joint Ventures and Wholly Foreign-Owned Enterprises

II.The Second Decade: From Deng Xiaoping's..“Southern Tour”..to the WTO

a.Deng's “Southern Tour” and major new legislation

b.Taxation and preferential treatment for foreign investment

c.The pilot BOT projects: international project finance comes to China

d.Taking security

e.Foreign Invested Companies Limited by Shares

f.Foreign Investment Guidance Catalogue

g.Keeping it in China: holding companies, FIE reinvestment and FIE M&A

h.The PRC Contract Law

III.The Third Decade: From the WTO to the Global Economic Crisis ..and its Aftermath

a.China's WTO accession

b.Reform of the foreign investment approval system

c.Buying into China: the door to M&A opens

d.Foreign M&A and state-owned assets

e.Foreign Invested Commercial Enterprises and the long-awaited opening of the retail sector

f.The Anti-Monopoly Law: Beijing joins Washington and Brussels as the third major competition regulator

g.The global economic crisis and the devolution of approval authority

h.China introduces a national security review for foreign M&A transactions

i.From separate and not equal towards a common legal regime for domestic and foreign investment

j.Reforms under the Xi Jinping Administration: dawn of a new era.

k.Overall trends and considerations

Chapter 2 Coming to China: The Initial Client Meeting Categorization of Foreign Investment and the Government Approval Process

I.Overall framework: guiding foreign investment in line with PRC government macro economic planning

a.Foreign Investment Industrial Guidance Catalogue

b.The main categories and contents of the Guidance Catalogue

II.The Guidance Catalogue and the Company's Business Scope

a.Operating within the business scope

III.Approval Process for Foreign Investment

a.Role of the National Development and Reform Commission (中华人民共和国国家发展和改革委员会)

b.Role of the Ministry of Commerce (中华人民共和国商务部)

c.Role of the SAIC (中华人民共和国国家工商行政管理总局)

d.Shanghai Pilot Free Trade Zone

Chapter 3 Establishing a Presence in the PRC: Investment Vehicles Available to Foreign Investors

I.Establishing a Permanent Presence in China

a.Representative offices of foreign companies

b.Recent developments and trends for rep offices

c.The special case of representative offices of foreign law firms

II.The Three Basic Foreign Investment Enterprises: Equity Joint ventures, Cooperative Joint Ventures and Wholly Foreign-Owned Enterprises

a.General aspects of FIEs

b.Common characteristics of joint ventures and WFOEs

c.Distinctive features of Equity Joint Ventures vs Cooperative Joint Ventures

d.Establishing a CJV

e.Special provisions for non-legal person CJVs

f.Wholly-Foreign Owned Enterprises

III.Foreign Invested Holding Companies (外商投资性公司)

a.Registered capital and total investment amount of..holding companies

b.Operations and activities of holding companies

IV.Foreign Invested Companies Limited by Shares

V.Foreign Invested Commercial Enterprises

VI.Foreign Invested Research and Development Centers

VII.Regional Headquarters

VIII.Foreign Invested Partnership Enterprises

IX.Variable Interest Entities (VIEs)

Chapter 4 Operating a Foreign Invested Enterprise

I.Establishing a FIE: initial registrations and procedures

II.Capital structure: Registered Capital and Total Investment Amount

a.2014 changes to the capitalization process rules

b.What can be contributed as registered capital

III.Running the Company: Who's the boss.

a.The role and authority of the Legal Representative

b.Signatures and chops, and the question of deemed authority

c.Functioning of the board of directors and the board of supervisors

IV.Legal liability of the legal representative and other key personnel

a.Potential criminal liability

b.Restrictions on leaving China

c.Responsibilities of shareholders

V.Protections for Legal Representative and other key personnel

a.The “.business judgment rule” and contract-based protections

b.Directors' and officers' liability insurance

VI.Labor and employment, Unions and the Party

a.Employing PRC and expatriate staff

b.Social Security System for Employees (including foreign employees)

c.Trade unions and Party organizations

VII.Annual audits and reporting obligations for FIEs

VIII.Technology and Trademark License Agreements

a.Technology License Agreements

b.Trademarks and Trade Names

IX.Due Diligence, Language and Compliance

Chapter 5 Expanding in China: FIE and Foreign M&A Transactions

I.M&A Transactions Involving Existing FIEs

a.FIE reinvestment within China

b.FIE Changes in Equity Rules

c.FIE Mergers and Divisions

II.Foreign M&A Transactions

a.The M&A Regulations

b.Due diligence and representations & warranties

c.The payment price and property rights exchange institutions

d.The approval process for M&A transactions

e.Share swaps

f.Special purpose vehicles

g.Relationship with FIE M&A

h.Asset vs.equity deals

III.The Anti-Monopoly Law: China Becomes a Major Competition ..Regulator

a.Background and general objectives

b.Concentration of business operators

c.Merger review process

IV.National Security Review

a.General principles

b.Procedure and requirements for national security review

V.Strategic Investment in Listed Companies

Chapter 6 Building the Project: Land, Bidding, and Taking Security

I.Regulation of Land Use in China

a.Basic system

b.Purchase of PRC real estate by foreign individuals and institutions

c.Foreign Invested Real Estate Enterprises

II.Bidding and Tendering

a.The Bidding Law

b.Electronic bidding

III.Rules on the Creation, Perfection and Enforcement of Secured Interests

a.General principles

b.Mortgages

c.Pledges

d.Guarantees

e.Special rules on security provided to foreign entities

Appendix 1 Development of the Legal Profession and Professional Legal Education in China

I.Opportunities for and role of business lawyers in China

II.System of Legal Education in China

III.Foreign and Foreign-style Legal Education in China

IV.Looking Forward

Appendix 2 2013 list of foreign investment projects subject to government approval

《中国外商投资法（英文版）》由麦泰伦编著。 　　Foreign Investment Law in China： Regulation,Practice and Context provides a comprehensive overview of Chinese foreign investment law,drawing upon the allthor's legal practice experience in the Hong Kong and Beijing offices of two international law firms from 1995 to 2009.The book discusses PRC foreign investment regime within the broader context Of China's unfolding process of“reform and opening”that began in the late 1 970s and continues to the present.A hypothetical client story is used to help students think about and work through various real 1ife questions that are often encounmred in the course of Jegal practice involving foreign investment in China.The book covers all major relevant topm areas.including the history of foreign investment in China;the foreign investment approval process;types of structures and vehicles available to foreign investors;mergers and acquisitions;major PRC government regulators;management,labor and operational issues for foreign invested enterprises;land use and real estate;secured Interests;etc.Written as a textbook for international students studying PRC foreign investment law,Foreign Investment Law in China：Regulation,Practice and Context iS also a valuable reference work for foreign attorneys in private practice,in—house counsel,business people and others who wish to gain a general knowledge of the legal aspects of foreign investment in China.