China Knowledge Consulting has been the most dynamic and complete in terms of consulting services to foreign companies seeking business opportunities in China. On the outward, we offer the most complete services to local Chinese government departments and companies in pitching their services to overseas businesses.
We have become a trusted name in executing complex tasks required by our clients in many parts of leveraging on our extensive operations. We have unparallel depth of both functional and industry expertise as well as breath of geographical reaches in China. Over the years, our consulting has evolved into one that adds tremendous values in areas of financial advisory services capable of executing mid to large size transactions.
At heart, we are a big family who are passionate about taking immense challenges that create values and trusted relationship with our clients.
Our goal is to help our clients to move into in shortest time and the most effective and optimum mode. The division’s strength has always been: “Local Knowledge + Local Contacts” strengthened with industries expertise.
Very often, the quality service has extended the opportunities with our clients in most of the assignments we undertake.
One of our key competitive edges is the financial expertise which has been the core of our consultants. Most are qualified with relevant knowledge and experience.
The financial advisory team has been actively servicing major foreign private equity investors, venture capitalists and asset management companies.
Your business requirements and other concerns will be best consulted at consulting@chinaknowledge.com
China Knowledge has over a decade of experience in applying business license for numerous foreign companies in a wide array of industry. We pioneered in attracting and assisting foreign companies in formerly regulated industries to set up in the country, and guided these early entrants to enjoy the competitive edge over latter comers.
Whether your company is looking to set manufacturing plant, sourcing products to selling into the market, your engagement with China Knowledge as your consultant ensure your business interests are best look after.
• Business license application
• Company formation
• Corporate secretarial & administration
• Trademark application assistance
• Business representation
• Company winding up
• Virtual office
• Equity Joint Ventures (EJVs)
• Cooperative Joint Ventures (CJVs)
• Wholly-owned Foreign Enterprises (WOFEs)
• Foreign-invested Holding Companies (FIHCs)
• Foreign-invested Joint Stock Companies (FIJSCs)
• Build-operate-transfers (BOTs)
• Easier Than It Looks
• Laws and Regulations for Foreign Investment in China
• Examination and Approval Procedures
• Setting up a JV
• Setting up WOFEs
• Setting up Representative Offices
• Intellectual Property
• Environmental Protection
There are three main types of foreign-invested enterprises, namely, the equity joint venture (EJV), the cooperative joint-venture (CJV) and the wholly-owned foreign enterprise (WOFE). Together, they are referred to as foreign-invested enterprises or FIEs.
In addition to the three common types, three other types of investment are also available to foreign investors. These are the foreign-invested holding company (FIHC), the foreign-invested joint stock company (FIJSC), and the build-operate-transfer (BOT). With the relaxation of laws and regulations in accordance with China’s WTO commitments, these three types of investment are becoming more popular.
Equity joint ventures (EJVs) are enterprises that are jointly established, invested in, and operated by foreign enterprises, either economic entities or individuals (foreign participants), within the territory of the PRC, with Chinese enterprises or other economic entities (Chinese participants), in accordance with the principles of equality and mutual benefit. They are subject to approval from the Chinese government.
EJVs are legal persons subject to Chinese law and may own assets, sue and be sued. The foreign and Chinese participants share the joint ventures’ profits and bear its risks and losses. Joint ventures take the form of a limited liability company, which means that the personal wealth and property of the shareholding partners are shielded from corporate loss.
The proportion of investment contributed by one or more foreign participant(s) as its share of the registered capital of a joint venture shall in general be no less than 25%.
Cooperative joint ventures (CJVs) are also called contractual operative enterprises. When Chinese and foreign partners establish a cooperative enterprise, provisions on such items as investment or terms for cooperators, distribution of earnings or products, sharing of risks and losses, method of business management and ownership of property on the expiration of the contract term shall be prescribed in the cooperative enterprise’s contract in accordance with the provisions of Chinese law.
Convenience and flexibility are the defining characteristics of this type of investment. Therefore, it is easier for cooperative partners to reach an agreement. A cooperative enterprise that complies with the provisions of Chinese law for a legal person shall have the status of a Chinese legal person.
In other words, a CJV lacking the status of a legal person is also allowed and is legally equivalent to a partnership. However, such a venture does not enjoy limited liability protection. In practice, the majority of CJVs are set up as limited liability companies with legal person status.
The general practice is that investment and cooperation provided by foreign partners is in the form of cash, equipment and technology. On the part of the Chinese partners, investment and cooperation comes in the form of land-use rights, labor and related services.
Wholly-owned foreign enterprises (WOFEs) are enterprises established within Chinese territory in accordance with the relevant Chinese laws using capital provided by foreign investors. This category does not include branches in China of foreign enterprises or other economic entities. A WOFE is a Chinese entity registered in the territory of China and is governed and protected by Chinese laws.
WOFEs are subject to the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises. The law was approved by the State Council on Oct. 28, 1990, and amended on Apr.12, 2001. Under the revised rule, the restrictions imposed on WOFEs in areas such as foreign exchange balance, export obligation, priority of domestic sourcing, and the reporting requirements for production and operation plans have been removed.
According to the original law, enterprises with foreign capital were required to promote the development of China’s national economy by adopting advanced technology and equipment and by selling all or most of their products outside China.
Under the revised law, WOFEs no longer have to export all or most of their products. The revised law states that foreign enterprises are encouraged to market their products outside China and to use advanced technology. This change gives a greater degree of autonomy to WOFEs that wish to sell their products in China’s domestic markets.
According to the original law, WOFEs were required to purchase their production equipment and raw materials in domestic markets.
The revised law stipulates that when purchasing raw materials within the permitted scope of its operation, an FIE may purchase goods in China or in international markets. Thus, WOFEs in China now enjoy greater freedom in purchasing.
The original law required WOFEs to achieve a balance between foreign exchange income and foreign exchange expenditures.
The revised law removed the provisions on foreign exchange balance requirements.
Previously, WOFEs were required to submit their production and operation plans to the authorities for filing. This requirement impeded the daily operations and management of WOFEs to a certain extent.
Because the revised law on Foreign Capital Enterprises and Sino-foreign Equity Joint Ventures omits this requirement, WOFEs now have greater autonomy in operation.
Foreign-invested holding companies (FIHCs) are companies established in China by WOFEs or by EJVs to engage in direct investment. They are set up as separate legal entities with limited liability status and are independent from the enterprises in which they invest (i.e., from their subsidiaries). The business scope of an investment company is strictly limited to the scope provided by Chinese law. As of 2001, an FIHC can also act as a promoter or shareholder of a joint stock company in China.
Unlike foreign manufacturing and trading enterprises, which are restricted to carrying out business in the location specified in the business registration papers, FIHCs are able to invest in projects all over China.
Foreign-invested joint stock companies (FIJSCs) are enterprises with corporate status whose total capital is composed of the equivalent value of stock. Shareholders assume an amount of liability equal to the amount of shares purchased. Shares purchased and held by foreign share- holders constitute more than 25% of the company’s registered capital.
An FIJSC may adopt the promotional method or the share float method for its establishment. An FIJSC may adopt the promotional method or the share float method for its establishment. registered by the company with the registration authority. The minimum amount of registered capital of a FIJSC is RMB 30 million.
The build-operate-transfer (BOT) is a type of private business investment utilized by governments for infrastructure projects such as highways, railways and power stations. BOTs have been utilized by the Chinese government to encourage foreign investment in infrastructure. Commitment by the government is the key feature of a BOT.
For an agreed period of time, the project company will own, operate and maintain the project while reclaiming its investment and making reasonable profits by charging fees. When the contract period is over, the ownership of the project will be transferred to the government.
Foreign investors can determine an organizational structure according to the operations of their enterprises at their own discretion. Foreigners intending to invest in China should approach the appropriate government departments to understand the legal procedures involved in setting up a business in China.
Investors may consult the People’s Republic of China’s embassies or consulates in their respective countries or regions for the right procedures. Alternatively, investors may directly contact the local governments’ Department of International Trade Promotion, which is in charge of the promotion of foreign trade and foreign investment.
For convenience, you can speak to one of local consultant on this matter for fast and direct answers. Usually, local authorities or so-called ‘consultants’ of small setup offer vague advice with no concrete answers to your queries so it is important and time-saving to approach real experts that deal directly with relevant authorities. Investors in the manufacturing sector can contact the industrial park of their choice. Industrial parks typically have an Investment Promotion Department that provides one-stop services from registration to start of operations.
Potential investors can visit in person. Investors may request an invitation letter by stating their purpose, the length of their proposed stay, and the intended investment projects. Upon receiving a letter of invitation, investors can proceed to the nearest embassy or consulate to apply for an entry visa to China.
Setting up a business in China involves a lot of paperwork. Numerous consulting firms provide services to make the process easier. However, before making an investment decision, investors should be familiar with regulatory issues. While investors may choose to let the agencies or consulting firms take care of these issues, it is advisable for investors to be informed. Therefore, it is very important that investors find a creditable consultant that understands the clients’ needs, business cultures and basic understanding of business practices.
• Law of Chinese-Foreign Equity Joint Ventures and its implementation regulations
• Law of Chinese-Foreign Contractual Joint Ventures and its implementation regulations
• Law of Wholly-Owned Foreign Enterprise and its implementation regulations
• Law of Foreign-Invested Enterprises and its implementation regulations
• Law on the Protection of Taiwan Compatriots’ Investment
Apart from foreign investment-related laws and regulations, FIEs are also subject to some gen- eral laws and regulations applicable both to FIEs and to domestic companies. They include:
• Company Law
• Contract Law
• Insurance Law
• Arbitration Law
• Labor Law
• Intellectual Property Law
• Trademark Law
• Copyright Law
• The Regulations on Value-Added Tax
• The Regulations on Consumption Tax
• The Regulations on Business Tax
FIEs are also subject to some international treaties.
• Bilateral Investment Treaties
• Bilateral Agreement on the Avoidance of Double Taxation
Before doing business in China, foreign investors are required to produce certain documents. The procedures and required documents for direct investment vary according to the form of business entity involved. In general, there are some basic procedures that FIEs have to follow.
• For projects in the encouraged and permitted categories costing US$100 million or more and projects in the restricted category costing US$50 million or more, a report must be examined by the State Development and Reform Commission before being submitted to the Ministry of Commerce of the PRC for approval.
• For projects in the encouraged and permitted categories costing US$500 million or more and projects in the restricted category costing US$100 million or more, a report must be examined by both the State Development and Reform Commission and the Ministry of Commerce before being submitted to the State Council for approval.
• For projects not included in either of the above categories, a report is examined and approved by the authorities of the province, autonomous region, or municipality. (Top)
After the foreign and Chinese partners have reached an agreement, the Chinese partner(s) should prepare and submit the project proposal for preliminary scrutiny.
Generally, the authority will give an official reply within 20 days upon receipt of the proposal and other relevant documents. The approval or rejection letter will be issued to the applicant. The foreign party in a JV should thus request a copy of this document from the Chinese partner to confirm that the approval is consistent with the agreed terms of the project.
Upon receiving the approval letter, the Chinese partner(s) should apply to register the enterprise’s name with the local Administration for Industry and Commerce (AIC).
Contents of report: basic facts about the project, descriptions of technology and technical processes, conditions and quantities of energy and other resources required, an environmental impact assessment, prices of public goods or services involved, means of capital contribution and financing plans, equipment to be imported and amounts involved.
Documents required: the enterprise registration certificates of the Chinese and foreign investors, credit certificates, a letter of investment intent and an environmental impact assessment report issued by the environmental protection administration.
The contract, articles of association and other legal documents for establishing the JV signed by both parties are submitted by the Chinese party to the provincial or municipal Bureau of Commerce for approval. After the contract and articles of association are approved, the Chinese party should apply to the provincial or municipal Bureau of Commerce for an approval certificate.
Chinese law views the joint venture contract as the fundamental document for the establishment of the joint venture. The contract for an equity JV must meet the conditions in China’s joint venture law and the contract for a cooperative enterprise must meet the conditions in China’s cooperative enterprise law. The preliminary project approval documents are included as appendices when the contract is submitted for formal approval.
Documents required: application letter for establishing the JV; feasibility study report (if any) and approval documents for the project; application for registration of the name of the enterprise approved by the provincial or municipal AIC; written comments on the project by various government departments such as environmental protection, fire services, health and land administration; business licenses of the parties concerned and certificates of their legal representatives; contract and articles of association duly signed by the legal representatives of the JV parties; and a list of the members of the Board of Directors.
The JV should register with the local AIC and apply for a business license within 30 days upon receipt of the approval certificate. The local AIC will issue a business license within 10 working days to projects that have passed the examination. The date the business license is issued will be considered the official date of establishment of the enterprise.
Having acquired the business license, the JV should complete such procedures as applying for an official seal and enterprise code, opening bank an account, and registering for tax payment and customs declaration with the local departments for public security, technical supervision, taxation, customs, finance, foreign exchange administration, banking, insurance and goods inspection
The application procedures for setting up WOFEs are simpler. A project proposal should be prepared by the foreign investors and submitted directly to local authorities. The foreign investor may appoint a local agent to liaise with the government. The foreign investor should thus sign an authorization letter stipulating the agent’s scope of services, responsibility and fees.
Generally, the authority will give an official reply within 30 days upon receipt of the proposal and other relevant documents. The approval or rejection letter will be issued to the foreign investor. Having received a favorable reply, the foreign investor in a WOFE may apply to the local AIC to register the company’s name.
Content of report: objectives of the WOFE, business scope, scale of operation, products to be produced, technology and equipment to be used, land area required, conditions and quantities of water, electricity, gas and other resources required, and requirements for public facilities.
After the foreign investor receives a written reply from the relevant government authorities, a formal application supported by all the required documents should be filed with the local Ministry of Commerce at the county, municipal or provincial level. After receiving formal approval, the foreign investor should apply to the Ministry of Commerce at the county, documents.
Documents required: application letter for establishing the WOFE; feasibility study report (if any); articles of association; list of the legal representatives or members of the Board of Directors; foreign investor’s legal papers and credit report; list of materials to be imported; written replies from the local approval authorities at county level or above; application to register the name of the enterprise approved by the provincial or municipal administration AIC; comments on the project by various government departments such as environmental protection, fire services, health and land administration. In cases where two or more foreign investors are involved, copies of the contracts signed by them should be submitted to the approval authority for the record.
Upon collection of the approval certificate, an application for a business license should be filed with the provincial or municipal AIC within 30 days. The local AIC will issue the business license to projects that have passed the examination within 10 working days. The date the business license is issued will be considered the official date of establishment of the enterprise.
Having acquired the business license, a JV should complete such procedures as applying for an official seal and enterprise code, opening a bank account and registering for tax payment and customs declaration with the local departments for public security, technical supervision, taxation, customs, finance, foreign exchange administration, banking, insurance and goods inspection.
A representative office may not engage in profit-making activities. However, it may engage in any of the following functions: conducting research and providing data and promotional materials to potential clients and partners; conducting research and surveying for its parent company in the local market; liaising with local and foreign contacts in China on behalf of its parent company; acting as a coordinator for the parent company’s activities in China; making travel arrangements for parent company representatives and potential Chinese clients; and other business activities that do not generate profits.
The applicant appoints an agent, which must be a Foreign Enterprise Service Company or “FESCO” in mainland China. The local agent must be authorized by Ministry of Commerce of the PRC to handle representative office applications.
On behalf of applicant, the Chinese agent submits all required documents to the provincial Ministry of Commerce.
Documents required: application letter signed by the Chairman of the Board or General Manager; the incorporation documents of the company; the previous year’s financial statement; original bank reference letter attesting to the company’s financial status; letter appointing the chief representative signed by Chairman of Board or General Manager with company stamp, as well as the chief representative’s resume, copies of his/her identification card, passport and photos; and a copy of the leasing agreement for the representative office. Other documents may be requested by the authorities.
Having obtained the approval permit from the provincial or municipal Bureau of Commerce, the foreign investor should proceed promptly to the provincial or municipal AIC for registration and acquire a business certificate.
• Complete residence application procedures with local public security bureau by presenting registration certificate, representative certificate and approval certificate.
• Apply to open a bank account by presenting registration certificate and approval certificate to local foreign exchange administration.
• Apply to customs for permission to import office equipment, daily necessities and vehicles for use by the representative office and its personnel.
• Complete tax payment registration procedures at the local tax office.
• Appoint Foreign Enterprises Service Company or “FESCO” to recruit local staff.
Applications for trademark registration are handled in accordance with China’s Trademark Law and its implementation regulations.
The Trademark Office under the State Administration for Industry and Commerce (SAIC) is the government authority for the registration of trademarks in China. Trademark Affairs Offices set up in various major cities are trademark agents designated by the state and are under the super- vision of SAIC. The Trademark Review and Adjudication Board, also under SAIC, is responsible for handling disputes related to trademarks.
Foreign-Invested Enterprises (FIEs) may apply for trademark registration in China either directly or through trademark agents. Foreign enterprises wishing to do the same should appoint agents designated by the state to handle trademark registration for foreign parties. The period of validity of a registered trademark is 10 years, counted from the date of approval of the registration. The period of validity of each renewal is 10 years, counted from the day immediately following the expiration of the preceding validity period.
Documents required for trademark registration: Application for Trademark Registration, power of attorney (if any), and five copies of the reproductions of the trademark. If colour is claimed, five copies of the colour reproductions of the trademark, and one copy of the black and white design thereof. The reproductions of the trademark must be clear and easy to be pasted up and should be printed clearly on smooth durable paper or submitted as photographs, the length and width of which should be less than 10 cm but more than 5 cm each.
Application for License of Registered Trademark and Transfer of Trademark
To license a trademark, both the licenser and licensee should submit an Application for License of Registered Trademark to the Trademark Office, while the application procedures are to be completed by the licensee. Upon approval granted by the Trademark Office, a certificate of approval will be issued to the licensee and the license will be announced.
To transfer a trademark, the transferee should complete the procedures for the transfer with the Trademark Office by presenting the relevant supporting documents or legal documentation. When transferring the exclusive right to use a registered trademark, the transferor should transfer simultaneously the same or similar trademarks registered by him for the same or similar goods.
Applications for patent registration are handled in accordance with China’s Patent Law and its implementation regulations.
For invention patents, early announcement of the application can be made upon request. For utility model and design patents, examination is only carried out as a kind of formality.
The State Intellectual Property Office is responsible for handling and examining patent applications and granting patent rights in accordance with the law nationwide.
FIEs applying for patents may either submit their applications directly or appoint designated patent agents. Due to the technical complexity involved in patent application, FIEs are advised to appoint designated agents in order to better protect their rights. Foreign enterprises applying for patents in China should appoint an agent authorized by the State Intellectual Property Office to deal with foreign applications.
To provide effective protection for foreign investors, the Chinese government has put forth great effort to improve its intellectual property system in the past few years. Applications for patents increased from 170,682 in 2000 to 828,328 in 2008.
China’s intellectual property legislation stipulates that infringements of intellectual property rights (IPRs) are dealt with by administrative procedures and legal proceedings.
In terms of civil liabilities, the infringer may be ordered to stop the infringing act, eradicate the damage done, and make public apologies or compensate for damages. Administrative measures and criminal liabilities include warnings, orders to stop the infringing act, confiscation of unlawful gains, fines, and compensation for damages.
When an IPR infringement dispute arises, the interested parties may resort to mediation. If mediation is not a preferred option, or if mediation has failed, or if one of the interested parties refuses to abide by the outcome of mediation, legal proceedings may be instituted in the people’s court. The interested parties may also request the relevant administrative approval for actions
In recent years, the Chinese government has assigned greater importance to environmental protection. The government has called for factory clusters that are major polluters to move out of the city to rural areas. To improve environmental conditions, the government has imposed strict requirements on enterprises that make investments in cities.
Foreign-invested enterprises have to abide by the regulations on environmental protection promulgated by the State Environmental Protection Agency and the former Ministry of Foreign Trade and Economic Cooperation, i.e., the Law of Environmental Protection of the People’s Republic of China, the Stipulation of Environmental Protection for Construction Projects, and the Notification on Strengthening Environmental Protection for Foreign Invested Enterprises.
1. Foreign investors in China must abide by the laws, regulations and stipulations for the environmental protection of the country. They must prevent and treat pollution, and adhere to the management and supervision of the environmental protection departments. Foreign-invested projects must follow all technology policies and relevant requirements for the environmental protection of the country.
2. Importation of raw materials, products, manufacturing techniques and equipment that cause pollution is strictly prohibited.
3. All foreign-invested projects with an environmental impact must abide by the country’s regulations for construction projects and must carry out a ratification of the environmental impact assessment. The department of foreign trade and economic cooperation and other governmental agencies shall not ratify the establishment of the foreign-invested enterprise unless the environmental impact assessment is ratified.
4. Foreign-invested projects must proceed by following the ratified environmental impact assessment and the “Guideline for Environmental Protection Designs for Construction Projects.” After the completion of the project, waste discharge must meet the national waste discharge standard. Waste discharge rationing practices must also be followed where applicable.
5. Before manufacturing can commence officially, enterprises must abide by the stipulated procedure for examination and inspection by the environmental agencies. Only projects graded as satisfactory according to the national standard can begin operations
Your business set-up requirements and other concerns will be best consulted at setup@chinaknowledge.com
Investment opportunities in China have evolved and shifted gradually to a more matured and globalized in nature after two decades of growth. The recent development of secondary equity markets and active participation of both international and domestic investors have also improved the liquidity and size of funds in the markets.
Many Chinese companies had successfully listed in foreign stock exchanges in the U.S, Hong Kong, UK and Singapore; and, some in Germany, Australia and Tokyo – over 1,400 by July 2013. Many are trading at multiples of its listed IPO prices.
The cross-border M&A market in the country also sees steady growth as IPO market matured.
China Knowledge Consulting (“CKC”) has, over a decade, assisted and participated in pre-IPO or early stage investment in many good quality companies with exponential growth potential and market leaders in certain industries.
Engaging our financial advisory and consulting provides a one-stop shop to many foreign investments that requires fast execution in the vast and complex country. We have the research capabilities, extensive business networks, and worked with many local authorities in the department of tax, audit and legal and others across many other ministries.
We were assigned by a U.K-based private equity to look into a retail chain in a city in Sichuan province. An offer to buy into this company came from a Hong Kong’s contact. The preliminary work was to conduct the business’s reputation and operation in its local market. We did a survey on some the business outlets to learn about the business, operation and product offers acting as customers and potential supplier. Also, we field questionnaire to its customers and general public about the company’s reputation and goodwill.
Though it passed the ‘litmus test’, some further studies were conducted to know in-depth about the founder and key managers of the business. We had detective style investigation to map out the relationships of these individuals, and ensure there were no legal tussles or misconducts recorded with the local legal departments.
The business which fetches high ROI justified a trip by the investors to meet the sellers.
We arranged the meeting and acted as translator and advisor on the sale of the business. After about several months a final price was agreed we despatched analysts to conduct due diligence in many aspects. Several external auditors and lawyers settled in China Knowledge’s office in Sichuan and Hong Kong where the seller’s maintained their core accounting and finance functions.
Weeks before inking the deal CKC arranged several meetings with local authority to ensure such foreign acquisition of local retail chain is welcome and not faced legal challenges from government departments. A trip from the government side, on invitation of our client to exchange and sharing business insights or possible cross border M&A to London, was arranged.
Upon signing the deal which took place in CKC’s office in Sichuan where we offer the translation and interpretation of the negotiation and contract a team of several key management introduced by us was put in place.
As of July 2013, the profit-making business is seeking a trade sale though it had dropped it listing plan in the exchange due to unfavourable PE ratio.
Besides the bigger and main roles mentioned above there were many other administrative, HR and legal matters took care by CKC to smoothen the acquisition, and in the latter years of business.
The deal offers several times multiple of its initial investment.
Investment banks in Malaysia, like its neighbouring country Singapore that has been successful in listing Chinese companies in the SGX, are keen to boost its international stand and market size made their inroads into China. CKC participated by pitching to the top 5 investment banks and the Malaysian bourse, BURSA, to introduce the local exchange to Chinese companies.
One local major Chinese-owned investment bank (client) gave the mandate to CKC to research the top retailers and pharmaceutical companies in Sichuan province. Our research and feasibility studies were followed by an extensive marketing to meet potential companies.
The trips have offered the client an insight of the vast potential in other areas of corporate finance works but also M&A, banking and other financial services.
Due to weak market and tightening liquidity in the Swiss and European markets, CKC was mandated to find institutional and sovereign funds wanting to invest in a hedge fund (our client) based in Zurich.
A string of high level meetings were arranged to present our client’s track records and credentials. CKC sent in our CFA-qualified marketing staffs to Hong Kong, Shenzhen, Shanghai and Beijing to accompany the client in every meeting we arranged. Our marketing network and knowledge about the industry based on our 12 years of research and experience allowed our client to have quick and effective access to top decision makers.
The success of two consecutive trips across the country got our client quick entry that has no contact or knowledge in China.
CKC is the only research and rating company on China’s industrial parks since 2001. These industrial parks are engines of China’s economic miracles that churned out 80% of China’s industrial outputs. Many of these industrial parks have a GDP production capacity of over USD 100 billion each. Land areas are usually larger than 400 km sq. Foreign real estate funds are seeking this new growth market by tapping on CKC’s extensive research and deep relationships with the developers – usually the local government.
This has led to the concept coined by CKC known as ‘park within a park’ where special or unique theme industrial parks are built to cater to different industry or industry clusters.
We have been very successful in assisting foreign investors and funds in land acquisition and development of industry theme parks.
Our Investment & Financial Advisory includes but not restricted to the followings:
• Deal matching & introduction
• Act as consultant for fundraising in the primary and secondary markets in China
• Cross-border M&A (Chinese companies’ M&A conducted overseas)
• Mergers & acquisition advisory (within China)
• Financial & tax due diligence
• Consultant for setting up of VC, investment fund and private equity
• Land Acquisition (in China)
You can consult us in many areas of investment in China at invest@chinaknowledge.com
Whether you are trading, doing business or investing with a Chinese registered company you can obtain instant basic company information with China Knowledge. Though it is not always accurate to evaluate one’s creditworthiness base on such information but it is always useful to have a glimpse of your counterpart’s paid up capital, owner(s), legal person and other information.
Besides company profiling we offer in-depth and on-the-ground search on personal individual profile, a company’s reputation and legal standing. With locations spread across China’s regional geography we can act quickly on our clients’ needs.
Please send your request to our Helpdesk at company@chinaknowledge.com (This service is offered 24 hours 6 days a week excluding Sunday).
Charges differ in different cities. For Beijing, Shanghai, Guangzhou, Shenzhen, Chengdu, Hong Kong and Taiwan the rate is USD 30.00 per report deliverable within between 1 - 6 hours. For rates on other cities and mass order of over 20 companies there will be discount of 20%.
How many foreign companies have placed their best people in the Chinese markets? To succeed and win market share in this vast and complex market is it worth the investment, resources and time? Do the managers or corporate honchos that placed their lieutenants in China have what Jack Welch’s emphasis on HR issues? Jack firmly believes in working closely with his HR heads to build a formidable company.
To China Knowledge we know the success of a foreign enterprise in this country requires the most professionally-qualified employee yet understands his/her employer’s business culture and principles. We have established our Recruitment and Headhunting Service catering to the needs of foreign companies and investors for over a decade. As in all businesses your success in China depends on recruiting and managing the best people. This is most challenging issue that most foreign enterprises face.
With in-depth knowledge of the markets across China we are your best recruiter and manager to gather the best and most suitable employees for your organization doing and winning business in this vast country. Here, you cannot rely on a ‘pure’, singular and narrow HR firm because the context in today’s recruitment and headhunting is more sophisticated. We have the industries knowledge, experience, business networks and geographical advantage to drill into deepest human resources for the most suitable candidates. We seek long-term business relationships with our clients not a one-off deal.
Here are some case studies we have offered our recruitment and headhunting services. Referral can be provided by writing to our general enquiry for Recruitment and Headhunting Services at HRservices@chinaknowledge.com.
The case studies here serve as a general reference only, and we strongly suggest a direct with our specialists.
A London-based private equity wanting sweeping change of its acquired retail chain’s management for an IPO
In 2007, our client who engaged our advisor on an acquisition in Sichuan was seeking key manager to revamp its financial, marketing and business operation. The goal was to list the acquired retail chain in foreign stock exchange.
China Knowledge assisted to put in the key finance personnel from HK with relevant experience from a listed company to overlook its entire accounting and finance functions. Besides this, a marketing manager from Singapore was recruited to streamline and restructure the business to meet MNC’s standards.
The entire portfolios of retail outlets needed to engage ERP and most current logistic system was also introduced from overseas to get it implemented. Several other analysts from our company’s in-house research team were seconded to provide and support analytical reporting to the acquirer in London for one year.
A U.S-based fund house needed qualified managers to handle its new businesses
In 2010, at the early stage of market liberalization of fund management industry many foreign fund managers with granted licenses have to look inward to manage its business in China. Though HK has many similarities and common language and closer cultural identity the Chinese financial markets are best managed by the locals.
After obtaining an approval through our advisors we recruited via Chinese financial print and online media. At the start, within 4 months, over 16 research analysts were recruited via China Knowledge’s networks as we have one of the best and largest pools of researchers and analysts covering China’s 56 industries for many years.
Some selected analysts were promoted to take the role of fund managers. At that time, we had the most CFA-qualified analyst to research members by ratio in the country.
A foreign company faced with charges of delayed social securities.
Due to negligence to file and submit social securities on time to the authorities a Singapore company was slapped with hefty fines. Under normal circumstance this foreign company will have to pay hefty fines and penalties. We brought the case to the relevant authorities explaining to them the negligence was due to carelessness of ex-accountant and administrator’s mistake the fines were reduced 90% of the original sum. Business license could be revoked for failure to follow up closely.
In most cases foreign firms will find it difficult to settle at lesser amount or resolve the issue because of the lack of understanding on local communication and access to relevant authorities.
A Singapore-based media production company wanted term contracts for entire television production crews.
This company had earlier engaged our services in seeking approval to film and interview with city and provincial level officials. Some visits are restricted areas to foreign TVs. Recruiting of production crews and equipment was coordinated via our recruitment managers 6 cities in the Northern region of China.
The recruited staffs were signed in accordance with local laws as freelancers. This saved massive amount and allow flexibility in getting manpower for a period of 8 years. The company finally set upan entity for permanent staffing.
A major Chinese oil trading company seeking senior positions for its regional HQ overseas
We were hired to kickstart a major oil trading company, based in Shenzhen, to set up a regional HQ in Asia. We recommended hiring professional who had worked in China or those who came back from China but settled back home in Asia. The strategy we adopted of attracting these managers was through the research of various database and recruitment ads put up in local business papers.
Numerous interviews and stringent selection processes were executed before the final round of face-to-face meeting with the key decision-makers. The whole recruitment including negotiation of contracts was executed within 6 months.
Massive recruitment needed to build a 600 IT staffs data centre
In 2007, our media production firm produced a 6-episodes TV documentary titled: “Inside China Next Powerhouse”. The theme of this English program is to depict the abundant supply of engineers and scientists in north-eastern region of China. We also featured General Electric’s manufacturing facilities in the region and how GE had benefited from such investment in human resource.
In 2013, we had the opportunity to work on massive recruitment of IT related professional to build a HQ for gathering and researching data for a global data provider. The selection of site was recommended by our specialists in the industrial real estate and entire HR was led by our experience recruitment managers. Besides suitable and effective online recruitment exercises, we also visited and worked with prestigious universities in the country to build a formidable team capable of handling high level technology. Proficient in spoken and written was a major criterion in this recruitment exercise. English tutors and lecturers, on contractual basis, were also sent in from U.S and Canada to conduct intensive language training. Whether you are seeking a Chinese pilot who knows the domestic air routes and weather or needing a top salesman who is interested and fit your kind of products/services, speak to us and learn how we can assist you in getting the ideal candidates to manage your business and operation in China.
You can consult us at: HRservices@chinaknowledge.com
When a company is set up in China, for example, a Wholly Owned Foreign Enterprise (WOFE), owners and directors are required to keep proper records and abide to local accounting standards and tax matters.
The standards and procedures may differ from city to city so it is always advised to seek local accounting firm or professional to handle such chores.
For a small outfit, the estimated yearly fee for bookkeeping and audit ranges from RMB 30,000 to larger amounts depending the size of turnover, location of the operation and volume of business transactions. This we are talking about outsourcing the entire accounting chores to external professional firms.
Because business tax is to be submitted to the local authority on a monthly basis it is advised that businesses with smaller volume should engage professional firms which could handle the chore rather that hiring staffs.
China Knowledge Consulting has more than a decade of experience and knowledge in providing and supporting the needs of our clients in wide areas of professional of services and had established a wide network with the most reliable professional service providers in China. We work closely with local authorities to ensure your needs are well managed and professionally executed.
To know more how you can best manage the accounting aspects of doing business in China you can write to us to enquire more. There is no financial obligation to seek our advice. You can write to acctsvr@chinaknowledge.comand seek our specialists’ advice.
• Bookkeeping & accounting
• Payroll processing
• Financial management
• Monthly & quarterly tax submissions
• Annual tax submissions
China Knowledge Consulting has more than a decade of experience in providing and supporting the needs of our clients in wide areas of professional services.
We also work closely with local tax authorities to ensure your needs are well managed and professionally executed. We always place our clients’ interests as our core business principle. Whether you are setting a new company in China or you need to improve or deal with local tax issues with an existing entity here you are assure that we offer our professional service in total discretion.
We offer all level and every single tax issue for business operating in China. Though tax rates and administration vary from city to city, it is best consulted with China Knowledge on a case by case basis to ensure your business adheres to local laws and regulation.
• Tax preparations and submissions
• Tax audit and review
• Tax consultation and tax planning
• Transfer pricing
Please write to us on your needs on China's tax issues to tax@chinaknowledge.com.Below contains some write up about standard tax matters in China for quick reference. Tax administration, rates and requirements vary from city to city so the material below is best use as general guide only.
China’s rapidly-changing corporate and individual tax regulations make on-going tax planning an essential part of doing business in China. Tax incentives are one of the most important factors foreign investors should consider when deciding whether to invest in China.
The Law on Tax Administration is the basic law on taxation and is also a procedural law. All enterprises,domestic and foreign, are treated equally under this law.
Joint ventures (JVs), wholly-owned foreign enterprises (WOFEs), representative offices and other similar organizations in China are required to register with local tax authorities within a period of time specified in the relevant regulations. In general, registration must be completed within 30 days after the business license is issued.
Registration papers are to be filed with both the local branch of China’s State Taxation Administration and the local government’s Taxation Administration office. The two administrations have their own tax jurisdictions. To qualify as an ordinary Value Added Tax (VAT) payer and be able to issue VAT invoices,a taxpayer has to undertake VAT registration as well.
Upon completion of the tax registration, the applicant will be issued a tax registration certificate that must be renewed every year. Any changes in business license or operating office oblige the taxpayer to reregister with the tax authorities.
The tax year is the calendar year, i.e., it lasts from Jan. 1 to Dec. 31. If a foreign enterprise experiences difficulties in computing its taxable income on a calendar-year basis, it may apply to the tax authorities to adopt its own financial year as the tax year. If an enterprise commences business within a calendar year or has been in operation for less than 12 months in a calendar year, the actual operating period will be treated as the tax year.
An FIE is required to file its annual tax returns, audited financial statements and the auditor’s report with the tax administrations within four months after the end of the year. Alternatively, an application for deferring the filing of these documents may be submitted within four months after the end of the year. The penalty for failure to file the necessary documents within the prescribed time limit is 0.2% of the tax owed per day that the documents are overdue.
Different taxes have different reporting periods and payment due dates. In general, Corporate Income Tax (CIT) is paid on a quarterly basis, and VAT and Business Tax are usually paid on a monthly basis, as is Individual Income Tax (IIT). Tax authorities will not send taxpayers tax returns. Instead, taxpayers should collect blank tax returns from tax offices, complete them and file them accordingly.
Approved methods of submission differ from place to place. Reporting via mail may be acceptable, or submission in person may be required. Some regions, such as Shanghai, have adopted electronic filing
Late payment of taxes carries a fine of 0.05% of the tax owed per day it is overdue. Withholding agents who fail to observe these obligations will be subject to a maximum penalty of 500% of the tax involved. who fail to observe these obligations will be subject to a maximum penalty of 500% of the tax involved. filing and payment.
Over the past 20 years, China has made significant progress and has gained more experience in its tax legislation. In particular, it has improved the tax laws relating to foreign-invested enterprises. While China continues to use preferential tax treatment as an important means to attract FDI, it has shifted its emphasis from the amount or quantity of foreign investment to the quality of foreign investment, believing that this will help promote the sustainable economic development of the country.
• Corporate Income Tax
• Personal Income Tax
• Value Added Tax
• Customs Duties
• Business Tax
• Resources Tax
• Land Appreciation Tax
• Stamp Duty
• Consumption Tax
• Real Estate Tax
• Vehicle Usage and License Tax
The following summarizes the key aspects of the New Law and its impact on foreign investors.
The new standard corporate income tax (CIT) rate is 25%. The reduced CIT rate of 20% applies to small-scale enterprises with narrow profit margins. The preferential CIT rate of 15% is only available to high-tech and newly established technology enterprises that require support from the State.
The New Law distinguishes between ‘resident enterprises’ and ‘non-resident enterprises’ as explained below.
The New Law grants some tax privileges by industry rather than by location.
• "Encouraged" high-tech enterprises are eligible for a reduced 15% CIT regardless of location in China.
• CIT exemption or reduction is reserved for specific technology transfers and investments in
infrastructure, agriculture, forestry, animal husbandry and fisheries.
• "Super deduction" is allowed for R&D expenses and salary expenses for employment of handicapped workers.
• CIT credit is granted to specific venture capital enterprises and investments in environmental
protection, energy, water conservation and some safety equipment.
The following CIT policies formerly available to FIEs have been revoked.
• Five-year tax break for manufacturing FIEs.
• Extension of tax holiday to export-oriented FIEs.
• Reduced CIT rate of 15% to 24% applicable to FIEs in special zones.
• CIT refund on reinvestment.
• 50% CIT reduction for three additional years after the tax holiday for FIEs that qualify as "technologically-advanced enterprises."
• CIT exemption for after-tax profit repatriation by foreign investors.
The New Law allows for a five-year transition period. The transition arrangement is as follows.
• FIEs enjoying a 15% or 24% tax rate are eligible for a five-year transition period to move up to a
25% tax rate.
• Manufacturing FIEs that were not able to take advantage of the five-year tax holiday before the
effective date of the new tax law can do so after the effective date.
• Manufacturing FIEs that did not start their tax holidays under the old law are considered as
having started their tax holidays from the effective date of the New Law.
The New Law stipulates a flat 10% tax rate for dividends, interest, royalties, rent, capital gains and other income of non-resident enterprises from sources in China.
The New CIT Law represents a huge change of direction for China. For the past decade and a half, China has operated on a dual tax system.
Before the New Law, for domestic enterprises the CIT was 33%, while the CIT for FIEs was 30% plus 3% local surtax when no preferential tax treatments were applicable. CIT for enterprises in coastal regions, border regions and some other places was 24% or 15% in the Special Economic Zones. There were, however, quite a number of tax incentives available to FIEs tailored to specific industries and locations.
This resulted in significant disparities in the effective tax rates generally applicable to domestic enterprises and to FIEs. The New Law eliminated these differences, creating a level playing field.
The PIT Law was adopted by the Third Session of the Fifth National People’s Congress on Sep.10, 1980. The Law was amended in 1993, 1999 and 2005.
Individual income tax shall be levied on the following:
• income from wages, salaries
• income from production, operation derived by industrial and commercial households
• income from contractual or leasing operations to enterprises or institutions
• income from labour service payment
• income from author remuneration
• income from royalties
• income from interest, dividends and extra dividends
• income from lease of property
• income from transfer of properly
• contingent income
• other income specified as taxable by the finance department of the State Council
Like most countries, China does not use a flat tax system. Instead, there are nine marginal tax rates. The first RMB 500 of taxable income is taxed at 5%; the next RMB 1,500 is taxed at 10%. The part exceeding RMB 100,000 is taxed at 45%. Currently, the threshold income, which was set in 2008, is RMB 2,000.
In 2006, the threshold for foreign taxpayers was increased from RMB 4,000 per month to RMB 4,800 per month. Income from compensation for personal services, royalties, interest, dividends, bonuses, lease of property, transfer of property, and other kinds of income shall be taxed at 20%.
As of Jan. 1, 2007, individuals with an annual income over RMB 120,000 have the obligation to declare their individual income to the local tax authority and pay the tax. This new regulation targets the high-income group and is designed to bridge the wealth gap.
The income gap in China is widening. The ratio of income and consumption to GDP has been decreasing since the 1970s.
China's current regulation methods for value added tax took effect on Jan. 1, 2009. The new methods reduced the tax burden on small and medium-sized enterprises.
Taxpayers selling or importing goods or providing processing, replacement and repair services must pay a VAT of 17%. Taxpayers selling or importing grains, edible vegetable oil, coal gas, natural gas, coal or charcoal products for household use, books, newspapers, magazines, chemical fertilizers, agricultural chemicals or agricultural machinery must pay 13%. Taxpayers exporting goods, except as stipulated by the State Council, are exempt from paying VAT. Enterprises and individuals engaged in production or providing taxable services whose annual sales revenue is less than RMB 1 million, along with wholesalers and retailers whose annual sales revenue is less than RMB 1.8 million and those designated by the tax authority as small VAT payers, pay 3%.
China entered the World Trade Organization in 2001. In 2008, the aggregate import duty was lowered from the 43.2% rate established in 1992 to 9.8%. The rate is 15.2% for agricultural products and 8.9% for industrial products.
Duty rates on import goods include most-favoured-nation duty rates, conventional duty rates, special preferential duty rates, general duty rates, and tariff quota duty rates. Temporary duty rates may also apply.
• The most-favoured-nation duty rates apply to goods imported from members of the WTO that
are subject to the common application of the most-favoured-nation clause, goods imported from countries or regions with which
China has concluded a bilateral trade agreement for the
reciprocal granting of most-favoured-nation treatment, and goods reimported from the customs territory of the People’s Republic of China.
• The conventional duty rates apply to goods imported from countries or regions with which China
has concluded a regional trade agreement that includes preferential duty clauses.
• The special preferential duty rates apply to goods imported from countries or regions with which
China has concluded a trade agreement that includes special preferential duty clauses.
• The general duty rates apply to goods imported from countries or regions other than those
specified above and to goods of unknown origin.
• The customs value of import goods is determined by Customs according to the transaction
value as well as the cost of transportation, the charges associated with transportation, and the
cost of insurance incurred prior to unloading of such goods at the port or place of entry within the customs territory of China.
China also imposes duties on export goods. Temporary duty rates may also apply.
The customs value of export goods is determined by Customs according to the transaction value as well as the costs of transportation, charges associated with transportation, and the cost of insurance incurred prior to loading of such goods at the port or place of departure within the Customs territory of China.
Business tax shall be levied on organizations and individuals involved in supplying taxable labour, transfer of intangible assets and sale of real estate. The tax rate is 3% for communications and transportation, civil construction, postal services and telecommunications, culture and sports; 5% for banking and insurance, transfer of intangible assets and real estate. he rates for entertainment industries are between 5% and 20%. Generally, tax is applicable to companies in service industries.
Foreign enterprises that mine and explore mineral and natural resources within the territory of China are subject to a resources tax.
Land appreciation tax is levied on income from the transfer of state-owned land use rights, buildings and their attached facilities. The appreciation amount shall be the balance of proceeds received by the taxpayer on the transfer of real estate after deducting the following items:
• the sum paid to acquire the land use rights
• the cost to develop the property
• the cost of constructing new buildings, or the assessed value of existing buildings
• the taxes related to the transfer
• other items as stipulated by the Ministry of Finance
Activities involving purchases and sales, processing, contracting, leasing, transportation, storage, lending, property insurance, technology contract and property transfer vouchers, business account books and licenses are subject to stamp duty. The minimum rate is 0.005% and the maximum rate is 0.3%.
A consumption tax is levied on the sale of 11 types of goods. For details regarding the 25 different tax rates, which range between 1% and 45%, see the Rules for the Implementation of the Interim Regulations of the PRC on Consumption Tax.
Tax on goods used in the production process shall be levied based on the price of the goods, whereas tax on yellow rice wine, gasoline and diesel shall be levied based on the value per unit quantity.
Taxable consumer goods exported, except those taxable consumer goods subject to export restrictions imposed by the Government, shall be exempt from the consumption tax.
Real estate tax is levied on real estate used for business purposes. The tax on buildings shall be assessed annually at the rate of 1.2% of the standard value of the building, and the tax on rent shall be assessed annually at the rate of 12% of the rent for the building.
The rate for vessels and vehicles is assessed based on weight capacity and vehicle type. In the case of passenger vehicles, tax is assessed based on the number of seats. For example, the tax payable for passenger vehicles with no more than 10 seats is between RMB 360 and RMB 660 per year.
Please write to us on your needs on China's tax issues to tax@chinaknowledge.com.
Our research reports pioneer in publishing some of the world’s first industry intelligence on China’s markets. We have beaten some the world’s renowned investments, international organisations like The World Bank and IMF, and foreign think-tanks when come to estimates and forecasts on China’s GDP growth rate. Example, we had committed a growth rate of 11.4% GDP in 2007, months before others had set where their figures were more than 1% off the actual mark. And, when SARS hit China, foreign media and banks continuously lowered China’s GDP growth rate but we had our forecast closest to the actual rate no others had come close.
Today, our research capability covers more than 50 industries across China. Our teams of esearch analysts based in numerous Chinese cities are highly qualified and excel in providing highest quality business intelligence that is business practical. The analysts are often engaged in collaborative consulting relationships with our clients to make executable strategies in meeting business and financial objectives.
Many multinational companies, investment banks, government bodies, private equity investors have used our research in their huge investments.
Our search reports are available in Thomson Reuters Corporation, Bloomberg, Reuters,Standard & Poors’ Capital IQ, FactSet and many online research resellers.
We always seek to deliver in-depth and objective information, and offer services to global businesses seeking opportunities in China, and pride ourselves on maintaining the highest standards of quality and integrity in our research and consulting service.
Whether it is a syndicated report or one that requires specific customization you can rely on us to have a trusted, reliable and executable reports.
Write to us and learn how we can assist you in your market research needs at marketresearch@chinaknowledge.com
Our brand China Knowledge is synonymous with unparalleled depth of both functional and industry expertise in China markets. Leveraging on our two decades long of research and analytics our fundraising and private capital placement have always performed far superior than traditional financial institutions.
Our research can be found in Thomson Reuters, Standard & Poor’s Market Intelligence, FactSet, Bloomberg and well-known content providers.
We actively serve the
-private equities,
-state-owned enterprises,
-venture capitalists,
-family trusts,
-asset management companies, and
The ability to track and tap on government newly introduced policies and development schemes give us an edge over to traditional structured consulting and financial service provider. Whether you are raising private monies to kick start your venture, seeking financing for your business or looking to acquire a Chinese company the one utmost important issue has to be local government regulatory matters.
We have helped many foreign companies to tap on favorable policies to, not just fundraise, but scouting the best incentives and grants offer by a plethora of local governments’ special grants and incentives; especially, those New Development Areas and different types of industrial parks.
Beyond extensive network across China our capital raising services are modeled and weaved intricately onto local regulatory framework and government’s policies to assist our client reach out to suitable investors and partners.
The private capital raising teams are made up of investment banking, private equity, State-owned Enterprises’ investment professionals that offer wide range of financing solutions including -seed money for startups -Series A, B, C, D and E funding to pre-IPO funding -privately-negotiated financing involving equity and debt capital -minority or majority stake sale -end-to-end transaction execution for clients seeking capital for acquisitions -shareholder liquidity or balance sheet repair
We are dynamic, and advise our clients on mid to large size transactions.
Enquire with us on how we can assist your fundraising in China by writing to fundraising@chinaknowledge.com
