The price for the actual transactions may rationally float against the specific valuation results. Special state provisions should be considered on the transfer of the state-owned assets. Foreigners are prohibited from diverting capital abroad in a disguised form by transferring share rights or selling assets at a price obviously lower than the valuated one.
The M&A Provisions requires that the assets appraisers shall adopt the appraisal methods internationally used.
Type of M&A Calculation Method Asset M&A Total pain in capital Equity M&A Only purchase equity Original registered capital Purchase added equity Original registered capital+ Added capital
The percentage of foreign investment may be determined as the ratio of the capital contribution by foreign investors against the capital contribution by all the investors to the registered capital.
The contribution by foreign investors to the registered capital of the equity joint ventures should be no less than 25% in general. Where the proportion is less than 25%, it shall get the approval and make registration. Investments contributed by the foreign investors lower than 25% upon the M&A shall no enjoy tax reduction treatment […]
The relevant laws, administrative regulations and department rules should be observed.
The enterprises with investment from the merged target companies may adjust their business scope in advance or at the same time with the M&A or the target companies may carry out restructuring with their invested companies.
Foreign-invested M&A activities shall meet the requirements of China’s industrial policies on utilization of foreign investment. For the industries where foreign investors are prohibited from operation as specified in the Catalog, no foreign investor shall merge any enterprise engaged in such industries.
If the agreement requires the foreign capital contribution to be injected in one time, this contribution should be made within 6 month. If the contribution is to be make by installments, the first installment should not be less than 15% and be made within 3 month.
You shall specify the limit for payment of capital contribution in the contract and articles of association of the enterprise. You shall fully pay the capital contribution equivalent to the consideration of the assets within three months upon the issuance of the business license. In special circumstances and with approval, the term for payment may […]
