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反向CFIUS揭晓:聚焦中国、半导体、人工智能和量子计算

本文作者：J. Scott Maberry, Reid Whitten, Fatema Merchant, Jonathan Wang, Lisa Mays

本文翻译：美国盛智律师事务所上海办公室

Shanghai Office Contact Person: Michael Zhang

On August 9, 2023, President Biden issued an Executive Order (E.O.) ordering the issuance of outbound investment restrictions. This E.O. comes after nearly a year of anticipation (as we have documented on several occasions over the past year). This is the start of the reverse Committee on Foreign Investment in the United States (CFIUS) process that has been mostly speculation (and blog articles) until yesterday. In conjunction, the Treasury Department issued a press release, fact sheet, and Advance Notice of Proposed Rulemaking (ANPRM) seeking comments from the public on the proposed restrictions by September 28.Continue Reading Reverse CFIUS Unveiled: Focus on China, Semiconductors, Artificial Intelligence, and Quantum Computing

The Ministry of Transportation issued the revised Provisions on the Administration of Business Licensing for General Aviation (Order of the Ministry of Transportation [2016] No. 31)(“Order No. 31”) on April 7, 2016.  Order No. 31, which became effective on June 1, 2016 amended the Provisions on the Administration of Business Licensing for General Aviation issued by the Civil Aviation Administration of China in 2007 (Order of the Civil Aviation Administration of China [2007] No. 176) (“Order No. 176”).
Continue Reading The Revised Provisions on the Administration of Business Licensing for General Aviation

On April 28, 2013, the State Administration of Foreign Exchange (the “SAFE”) promulgated the Administrative Measures of Registration of Foreign Debts (the “Foreign Debt Measures”) together with the detailed Operational Guidelines of Administration of Foreign Debt Registration (the “Guidelines”). Both regulations will be implemented from May 13, 2013. The Foreign Debt Measures and the Guidelines have simplified some of the foreign debt approval requirements and clarified previous uncertainties in the practice of foreign debt registration and administration. The key changes in the Foreign Debt Measures and Guidelines are as follows:
Continue Reading China Releases Administrative Measures on Foreign Debt Registration

By Carol Xu

Recently, MOFCOM issued the regulation permitting the use equity interest as capital contribution in FIEs (“the Provisions”).

According to PRC’s Company Law (amended in 2005), investors are only allowed to make capital contributions in cash, in kind or in such intangible property rights as intellectual property rights, land use rights or other transferable non-cash property with appraisable value. A pilot scheme permitting equity interest as capital contribution was launched in 2009 by the State Administration of Industry and Commerce (“SAIC”)[1], which stipulated that equity interest contributed as capital shall be registered with SAIC or its local counterparts. However, such measures fell short on giving a clear guidance on how equity interest can be contributed as capital in FIEs. Therefore, the issuance of the Provisions filled the gap and provided clearer guidance in this area.Continue Reading Green light on equity as capital contribution in FIEs

By Amin Amirkia

Last week, the Legal Affairs Office of the State Council issued for public comment a draft proposal (“Proposal”) to the implementation guidelines of the Law of the People’s Republic of China on Guarding State Secrets (“State Secrets Law”).

The Proposal addresses various state secrets issues, including security classifications, the qualifications for those in posts involving the handling of state secrets, state secrets confidentiality systems, the supervision and management of state secrets, legal liability, and remedial procedures in handling the leaks of state secrets and related investigations.Continue Reading Draft Proposal to State Secrets Law

By Amin Amirkia

Earlier this month, China’s Ministry of Finance, State Administration for Industry and Commerce, Ministry of Commerce, State Administration of Foreign Exchange, and China Securities Regulatory Commission issued the Notice on Issuing the Scheme on the Localized Restructuring of Sino-Foreign Cooperative Accounting Firms (“Notice”), requiring the Big Four to “localize” their operations in China. The Notice became effective on May 10, 2012.Continue Reading Big Four to Localize in China

By Yan Zhang

In late 2011, China’s National Development and Reform Commission (“NDRC”) and Ministry of Commence (“MOFCOM”) jointly announced the new Foreign Investment Guidance Catalogue (2011 Amendment) (“New Catalogue”). For years, China’s Foreign Investment Guidance Catalogue (“Catalogue”) has been among the most essential regulations and industrial policies in guiding foreign investment. The New Catalogue became effective on January 30, 2012, replacing its predecessor which became effective in December 2007.Continue Reading China’s Newly Revised Foreign Investment Guidance Catalogue

The Ministry of Commerce, Ministry of Finance, General Taxation Administration Bureau, State Administration for Industry and Commerce, National Bureau of Statistics and State Administration of Foreign Exchange (“SAFE”) have recently released the “Notice on Implementing the Joint Annual Inspection of Foreign-Invested Enterprises in 2012” (“Notice”). Pursuant to the Notice, the time period for the joint annual inspection of foreign-invested enterprises (“FIEs”) for 2011 is from March 1 to June 30 2012, and all FIEs established and registered in China on and before December 31, 2011 shall be subject to the annual inspection within the specified time.Continue Reading Details Of 2012 Annual Inspection Of Foreign-Invested Enterprises Announced

On February 23, 2012, the People’s Bank of China, Ministry of Finance, MOFCOM, State Administration of Taxation, General Administration of Customs and China Banking Regulatory Commission jointly issued the Notice on the Administration of Company Settling Export Trade in Renminbi (YinFa [2012] No. 23). According to this notice, company will be subject to “key supervision and administration” if in the last two years it (1) has committed tax evasion or export refund fraud, or issued or accepted fake VAT invoice; (2) has been subject to the investigations of tax bureau and public security bureau for tax evasion, export refund fraud, issuance or accepting fake VAT invoice; (3) has committed serious Customs violation e.g. smuggling; (4) has committed serious violations of financial regulations; (5) has committed serious violation of state foreign trade laws and regulations (6) has committed serious violation of other laws.Continue Reading Six Ministries and Commissions to Join Force to Administer the Renminbi Settlement of Export Trade

By Amin Amirkia

The “Big Four”, which dominate the Chinese market, are facing regulatory changes that could mean that only accountants with Chinese qualifications can be partners in their China-based audit practices.

At the time of China’s accession to the World Trade Organization in 2001, the Big Four successfully lobbied to have an exception to China’s requirement that only Chinese certified accountants could own Chinese accounting firms. As a result, the Big Four were allowed to maintain their foreign ownership in their existing joint ventures. However, the exception only applied to the Big Four’s existing joint ventures, which have 20 year terms. As a result, the joint venture agreements signed by KPMG, Deloitte & Touche, and Ernst & Young will expire later this year, with PricewaterhouseCoopers’ to expire in 2017.Continue Reading Regulatory Challenges for the “Big Four”