Company Structures & Regulations

State Administration for Industry and Commerce, Measures for the Administration of the Registration of Debt-for-equity Swaps of Companies [Legislation Digest]
国家工商行政管理总局公司债权转股权登记管理办法
Debts have to be appraised for a debt-for-equity swap.

Provisions for the Classification of Types of Enterprise Registration (Revised) [Full Text Translation]
关于划分企业登记注册类型的规定 (修订)
The Provisions revise the classification of enterprise registration to incorporate foreign partnerships.

Measures for the Administration of the Registration of Debt-for-equity Swaps of Companies [Full Text Translation]
公司债权转股权登记管理办法
A debt-for-equity swap shall be subject to a capital verification by a lawfully-established capital verification institution.

Restoring confidence: Strengthening the regulatory system for PRC firms listing overseas
Recently Chinese companies listed overseas have been experiencing a credibility and credit crisis after revelations of accounting fraud. One solution is to improve the formation of a regulatory system

Get the facts on fraud prevention and detection
In the wake of the fraud scandals of Chinese companies listed in the US, CLP spoke to Kroll managing director and leader of its Greater China Financial Investigations practice, Colum Bancroft to learn more about how companies can mitigate the risk of falling victim to fraudulent activities.

Ministry of Finance, Measures for the Examination, Approval and Regulation of Asset Valuation Firms [Legislation Digest]
财政部资产评估机构审批和监督管理办法
Asset valuation firms in the form of special general partnerships allowed.

Provisions on Several Issues Concerning the Application of the «PRC Enterprise Bankruptcy Law» (1) [Full Text Translation]
关于适用《中华人民共和国企业破产法》若干问题的规定 (一)
The Provisions clarify the issues concerning the determination of reasons for bankruptcy to facilitate the implementation of the PRC Enterprise Bankruptcy Law.

VIE structures under closer examination
Mofcom’s new security review measures heightens scrutiny of variable interest entity (VIE) structures operating in areas of PRC national concern

Supreme People’s Court, Provisions on Several Issues Concerning the Application of the «PRC Enterprise Bankruptcy Law» (1) [Legislation Digest]
最高人民法院关于适用《中华人民共和国企业破产法》若干问题的规定（一）
First SPC interpretation on the Enterprise Bankruptcy Law.

Rocky road for foreign-invested holding companies
An internal notice from the foreign exchange regulator creates more difficulties for foreign-invested holding companies wanting to reinvest their dividends in China

China Securities Regulatory Commission, Working Guidelines for the Review in Connection with the Administrative Permission of Securities Companies No.10: Share Increase and Changes in Equity Interests of Securities Companies [Legislation Digest]
中国证券监督管理委员会证券公司行政许可审核工作指引第10号——证券公司增资扩股和股权变更
Overseas investors may indirectly own 5% of equity interest in securities companies.

China Insurance Regulatory Commission, Guidelines for Check and Acceptance in Respect of the Commencement of Business of Insurance Companies [Legislation Digest]
中国保险监督管理委员会保险公司开业验收指引
Insurance companies require Rmb200 million to commence business.

China Securities Regulatory Commission, Rules for Determining the Administrative Liability for Acts of Violation of Information Disclosure Laws [Legislation Digest]
中国证券监督管理委员会信息披露违法行为行政责任认定规则
Sponsors and investment consultants may be liable for disclosure violations.

Tackling foreign bribery
A new one sentence supplement to China’s criminal law ramps up the government’s anti-bribery campaign, extending its reach to punishing Chinese citizens or entities who attempt to bribe government officials outside China. But, several key terms lack definition and enforcement remains a challenge

Provisions for the Administration of the Publications Market [Full Text Translation]
出版物市场管理规定
The Provisions set forth the requirements and application procedures for establishment of publication general distributors, wholsalers, retailers, and leasing and chain enterprises.

China Insurance Regulatory Commission, Circular on Amending the Relevant Provisions of the «Tentative Provisions for the Administration of Insurance Asset Management Companies» [Legislation Digest]
中国保险监督管理委员会关于调整《保险资产管理公司管理暂行规定》有关规定的通知
CIRC revises establishment criteria for insurance asset management companies.

China Securities Regulatory Commission, Trial Measures on the Futures Investment Consultancy Services of Futures Companies [Legislation Digest]
中国证券监督管理委员会期货公司期货投资咨询业务试行办法
Futures companies allowed to engage in futures investment consultancy services.

General Administration of Press and Publication and Ministry of Commerce, Provisions for the Administration of the Publications Market [Legislation Digest]
新闻出版总署、商务部出版物市场管理规定
Foreign investors placed under the same entry requirements for publication distribution as domestic investors.

Shanghai Stock Exchange, Implementing Guidelines on Affiliated Transactions of Listed Companies [Legislation Digest]
上海证券交易所上市公司关联交易实施指引
Affiliated transactions at a premium price require stringent disclosure and decision-making procedure.

Clarity for company disputes
Recently released judicial interpretations from the Supreme People’s Court of China further clarify a number of uncertainties often faced by Chinese companies (including foreign-invested enterprises), their shareholders and creditors in common disputes related to establishment, capital contribution and shareholder rights

Ministry of Commerce, Circular on Issues Relevant to the Administration of Foreign Investment [Legislation Digest]
商务部关于外商投资管理工作有关问题的通知
Mofcom lifts the examination and approval requirement for certain foreign investment matters.

Circular on Issues Relevant to the Administration of Foreign Investment [Full Text Translation]
关于外商投资管理工作有关问题的通知
The Circular lifts and streamlines the examination and approval requirements for certain foreign investment matters.

China Securities Regulatory Commission, Opinions on the Application of Securities and Futures Laws No.7: Opinion on the Application of Article 62 of the «Measures for the Administration of the Takeover of Listed Companies» Concerning Listed Companies Facing Serious Financial Difficulties [Legislation Digest]
中国证券监督管理委员会《上市公司收购管理办法》第六十二条有关上市公司严重财务困难的适用意见—证券期货法律适用意见第7号
CSRC gives a definition of a seriously distressed company.

China Securities Regulatory Commission, Opinions on the Application of Securities and Futures Laws No.8: Opinion on the Application of Articles 62 and 63 of the «Measures for the Administration of the Takeover of Listed Companies» Concerning a Coincidence of the Clauses on the Application for an Exemption from Making an Offer [Legislation Digest]
中国证券监督管理委员会《上市公司收购管理办法》第六十二条、 第六十三条有关要约豁免申请的条款发生竞合时的适用意见—证券期货法律适用意见第8号
Acquirers allowed to select their own offer exemption clause in case of a coincidence of clauses.

China Securities Regulatory Commission, Opinions on the Application of Securities and Futures Laws No.9: Opinion on the Application of Article 74 of the «Measures for the Administration of the Takeover of Listed Companies» Concerning the Determination of the Time of Completion of an Acquisition to Increase the Shares Held in a Listed Company Accomplished through Centralised Competitive Trading [Legislation Digest]
中国证券监督管理委员会《上市公司收购管理办法》第七十四条有关通过集中竞价交易方式增持上市公司股份的收购完成时点认定的适用意见—证券期货法律适用意见第9号
Time of completion of an acquisition to increase shareholding clarified.

China Securities Regulatory Commission, Opinions on the Application of Securities and Futures Laws No.11: Opinion on the Application of Article 12 of the «Measures for the Administration of Material Asset Reorganisations by Listed Companies» Concerning the Calculation of Percentages Relating to the Purchase or Sale of the Identical or Related Assets by Listed Companies for a Continuous Period of 12 Months [Legislation Digest]
中国证券监督管理委员会《上市公司重大资产重组管理办法》第十二条上市公司在12个月内连续购买、出售同一或者相关资产的有关比例计算的适用意见—证券期货法律适用意见第11号
Calculation of percentages relating to the purchase or sale of the identical or related assets by listed companies for a continuous period of 12 months clarified.