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How to Sell products in China for a Foreign Company

How to Sell products in China for a Foreign Company

1. Generally, there are two Popular Structuring Options for the foreign companies to sell product in China:

  • 1.1 Appoint a distribution agent in China. For this option, the distribution agreement should be satisfied and should ensure that the distribution agent has the legal rights to sell client's products in China (especially for certain special permits)
  • 1.2 Setting up a Foreign Invested Commercial Enterprise in China ("FICE") pursuant to the Measures for the Adminitration of Foreign Investment in the Commercial Sector (2004)

For tax consideration, setting up a SPV in a tax friendly region or country like Hong kong.

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Acquisition of a Chinese Funded Bank in the PRC

Because of the differences in business scopes between Chinese domestic bank and foreign funded bank and the time limitation for a foreign bank to be involved in RMB business, therefore, more and more foreign investors try to enter Chinese banking market by M&A. There are several means to acquire a bank to achieve the same goal--entering Chinese banking market and operating RMB business, herein I mainly focus on Acquisition of a Chinese Funded Bank in the PRC

Basic Requirements and Restrictions

Single foreign investors are not allowed to purchase equity interest exceeding 20% in existing Chinese funded banks,[1] which means that a foreign investor alone is always restricted to a minority interest as against its PRC counterpart. There have been rumours for a long time to the effect that CBRC may raise this ceiling on foreign equity stakes, but these rumours have not materialised yet. After the acquisition of equity interest took place, if the aggregate equity interests of all foreign financial institutions in the PRC bank does not reach or exceed 25% (or if the PRC bank is listed), the PRC bank will remain treated as a domestic bank.[2] This means that where only one single foreign investor acquires a 20% equity interest in the PRC bank, and where no other foreign investor holds equity in the PRC bank, the latter will remain treated as a domestic funded bank.

Read more: Acquisition of a Chinese Funded Bank in the PRC

 
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