acquisitions of state-owned enterprises (“soe”) .doc

__________________________________________________________ MA in China ___________________________________________________________ Hong Kong Shanghai Beijing Yangon Index I. BACKGROUND 1 1. Introduction 1 2. PRC Government Policy 1 3. World Trade Organisation (“WTO”) 2 II. Common Types of Mergers and Acquisitions in China 2 1. Direct Equity Acquisition 2 2. Indirect Acquisitions 2 3. Asset Acquisition 2 4. Acquisition of Corporation with State-owned Interests 2 III. Laws and Regulations of Mergers and Acquisitions in China 3 1. Interim Provisions on the Takeover of Domestic Enterprises by Foreign Investors (“MA Rules”) 3 (A) Scope 3 (B) Foreign Investors Qualifications 4 (C) A New Type of Foreign Invested Enterprise 4 (D) Asset Assessment 4 (E) Creditors’ Rights 5 (F) Payment of Consideration 5 (G) Registered Capital Share 6 (H) Ratios Between Registered Capital And Total Investment 6 (I) Application, Examination and Approval Procedures 6 (J) Anti-Competition 7 (K) Equity-payment-based Merger and Acquisition 8 2. The Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors (the “Strategic Investment Measures”) 10 (A) Strategic Investor Qualification 10 (B) Procedures and Documents 11 3. Interim Provisions on Restructuring State Owned Enterprises with Foreign Investment (“SOE Restructuring Provisions”) 13 (A) Applicability and Scope 13 (B) Foreign Investor Qualifications 14 (C) Required Reorganisation Plan 14 (D) Employee Protection 14 (E) Approvals and Procedures 15 4. Interim Measures for the Management of the Transfer of the State-owned Property Right of Enterprises (“Measures on Property Transfer”) 16 (A) Approval Procedures and Documents 16 (B) Procedures on Transfer of State-owned Assets 17 Schedule 1 Interim Provisions on the Takeover of Domestic Enterprises by Foreign Investors 18 关于外国投资者并购境内企业的规定 37 Schedule 2 The Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors 50 外