ICS TRUST (Asia) Limited - 司法管辖区比较中国

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司法管辖区比较

中国

司法管辖区 – 中国

BASIC JURISDICTION INFORMATION

Official Name: People’s Republic of China
Capital: Beijing
Population: 1,306,313,812 (2005 est.)
Location: Bordering East China Sea, Yellow Sea, and South China Sea
Sovereign Status: Independent sovereign state
Language(s): Mandarin, Cantonese, Shanghaiese, Minbei, Hokkien, Xiang, Gan, Hakka dialects, minority languages
Administrative divisions: 23 provinces (including Taiwan), 5 autonomous regions, and 4 municipalities
Time Zones: GMT plus 8 hours, EST plus 13 hours

HISTORY

China is one of the oldest civilizations in the world, with around 4,000 years of history. The country was unified under the Qin Dynasty in 221B.C. The arts and science developments in the country have had significant impact on the rest of the world with the inventions of papermaking, gunpowder, printing and the compass. The People’s Republic was established by the Chinese Communist Party on 1st October 1949. In order to ensure the nation’s sovereignty after World War II, strict controls on daily life applied in China. The situation started to change in 1978 when DENG Xiaoping became the new leader and China began to focus on economic development. The transition to a market-oriented economy has quadrupled China’s GDP in less than 30 years and hence significantly improved living standards. In 2003, China was the second largest economy in the world after the U.S., measured on a purchasing power parity basis.

GEOGRAPHY

China is the largest country in Asia and the fourth largest country in the world. China is the neighbour of Russia, India, Afghanistan, Bhutan, Myanmar, Kazakhstan, North Korea, Kyrgyzstan, Laos, Mongolia, Nepal, Pakistan, Tajikistan, and Vietnam.

GOVERNMENT

Responsible for the administration of the country, China’s State Council is appointed by the National People’s Congress(NPC) which serves as the highest-ranking national organization under the constitution. The NPC, made up of deputiesselected by regional congress to serve five-year terms supervises the enforcement of the constitution, elects thepresident and vice president of the country, chooses the premier of the State Council, and elects the president of the Supreme Court.

President: HU Jintao (since 15 March 2003)
Vice President: ZENG Qinghong (since 15 March 2003)
Premier: WEN Jiabao (since 16 March 2003)

TAX SYSTEM

China has 80 effective double taxation treaties (as of end 2005) with other countries and has special tax arrangements with the Hong Kong and Macau Special Administration Regions. China is undergoing many changes while transforming from a command economy to a market-oriented economy and one of the key changes is to set up an efficient tax system with high collection ratios to meet the country’s urgent development needs. A two-tier system has been established for collecting taxes. Taxes are generally classified as central, local or shared, with state and local tax bureaus collecting different taxes.

A. Corporate Tax
Foreign invested enterprises (FIEs) that derive income in China are subject to a standard rate of 30% plus a further 3% local tax for their local government, while representative offices are charged based on “deemed income”. FIEs in certain industry sectors located in selected regions may receive tax holidays, or if located in special economic zones, may be eligible for reduced corporate tax rates. Such preferential tax treatment is likely to be phased out as China proceeds to unify corporate tax for both domestic and foreign companies targeted to be implemented no later than 2008.

B. Withholding Tax
A 10% withholding tax rate is levied on royalties, rents, interest and other passive forms of income in China paid to foreign enterprises, unless otherwise specified under a double taxation treaty. Dividend income paid by a foreign investment enterprise is exempt.

C. Value-Added Tax
China imposes a standard value-added tax rate of 17% on the sale and import of goods and on the provision of services for processing, repairing and replacement. Reduced rates of between 3% to 13% apply to sale and import of prescribed products and items specified by the State Administration of Taxation and other tax circulars.

D. Business Tax
Tax rates range from 3% to 20% and apply to income generated from providing labour services in certain sectors, disposal of immovable property or transfer of intangible assets. Tax exemption may be granted to FIEs in certain instances. However, the location of the FIE or the nature of its business activities is not a condition for tax exemption.

E. Consumption Tax
Consumption tax is applicable to eleven categories of luxury goods such as tobacco, diesel oil and motor cars. The tax is levied at a rate from 3% to 45% of the sales value or as a fixed charge per volume of product.

F. Personal Tax
Personal income of a foreign national working and residing in China for more than a year is taxed at progressive rates ranging from 5% to 45%. China will tax the individual’s worldwide income if he or she has been resident in China for more than six years. A foreign national residing in China for less than one year is subject to tax only on income earned in China. The individual will be exempt from Chinese tax if he or she resides in China for less than 90 days per calendar year (or 183 days for residents of a country which has a double tax treaty with China) and the salaries or wages are paid by a foreign employer but not borne by an establishment in China.

Tax Incentives

A wide range of tax incentives is available to attract foreign investment but the Chinese authorities have also established rules and regulations to ensure that the majority of all investment will go into state-approved sectors.

COMPANY REGISTRATION AND TYPES OF COMPANIES

There are six principal forms of foreign investment vehicles from which a foreign investor in China may choose to operate. These are:

Wholly Foreign-Owned Enterprises
Equity Joint Ventures
Cooperative Joint Ventures
Representative Office
Companies Limited by Shares
Holding Companies

Investment Vehicle	Nature & Legal Status	Registered Capital	Corporate Governance
Wholly Foreign-Owned Enterprises (WFOE)	- Limited liability company - Wholly owned by one or more foreign investors.	- Determined by MOFCOM and dependent upon the nature of the business being established. - Contributions of cash must be 30% or more of registered capital. - Contributions of intellectual property and know-how may not exceed 20% of registered capital. - Initial capital injection should be no less than 15% of the registered capital, paid up within 3 months of the issuance of business licence of the WOFE and the remaining within 2 years. If paid in lump sum, must be fully paid up within 6 months.	- Board of directors
Equity Joint Ventures (EJV)	- Limited liability company - Jointly established with one or more Chinese parties and one or more foreign parties.	- Equity investment contributed by both parties either cash, fixed assets and / or industrial property with at least 25% from foreign investors. - Contributions of cash must be 30% or more of registered capital. - Initial capital injection should be no less than 15% of the registered capital, paid up within 3 months of the issuance of business licence of the EJV and the remaining within 2 years. If paid in lump sum, must be fully paid up within 6 months.	- Board of directors with at least 3 members appointed by investors for a term of up to 3 years (reappointment permitted). - Over two-thirds majority required - Chairman is the legal representative
Cooperative Joint Ventures (CJV)	- Limited liability company OR	- Equity investment contributed by both parties of either cash, fixed assets and / or property rights such as industrial property, patent technology or right to use of land with at least 25% from foreign investors. - Contributions of cash must be 30% or more of registered capital. - Initial capital injection should be no less than 15% of the registered capital, paid up within 3 months of the issuance of business licence of the CJV and the remaining within 2 years. If paid in lump sum, must be fully paid up within 6 months.	- Board of directors with at least 3 members appointed by investors for a term of up to 3 years (reappointment permitted). OR - Joint management committee with similar appointment and decision making powers as a board of directors. - Chairman of Board of Directors or Head of the joint management committee is the legal representative.
Cooperative Joint Ventures (CJV)	- Contractual agreement (unincorporated CJV) with capacity to contract with third parties.	- Equity investment contributed by both parties either, fixed assets and / or property rights such as industrial property, patent technology or right to use of land - Ownership of contributions to be set out in the articles of association. - Contributions may not be disposed of unilaterally - Contributions of cash must be 30% or more of registered capital. - Property acquired during CJVs operation will be jointly owned by the parties.	- Joint management organ with similar appointment and decision making powers as a board of directors.
Representative Office	An office of a foreign enterprise, set up in China mainly for liaison purposes.	Not applicable	Not applicable
Holding Companies	- Limited liability company - Set up and / or owned by foreign investors or jointly with Chinese investors. - Foreign investors must have established FIE(s) in China, have good credit standing and meet total asset value criteria. - May not engage directly in production.	- Minimum of US$30 million. - Initial capital injection should be no less than USD30 million, paid up within 2 years of the issuance of business licence and the remaining within 5 years. NB – minimum registered capital requirement is determined by PRC Government policy on industry sector and subject to frequent changes.	Board of directors
Companies Limited by Shares (CLS)	- Shareholder liability limited to the amount of shares it subscribes. - A CLS must have at least 2 and at the most 200 promoters, more than half of which must be domiciled within China. - Promoters may not transfer their shares until 1 years after the establishment of the CLS. (Only a CLS may apply for a listing on a Chinese stock exchange.)	- Minimum registered capital of USD625,000 - Initial capital injection should be no less than 20% of the registered capital subscribed by all the promoters. - Shares held by a foreign investor should be no less than 25% of the total registered capital.	- Shareholders have ultimate control and appoint a board of directors, consisting of between 5-19 members, including one chairman. - Legal representative is to be set out by the articles of association. - Shareholders meeting must be convened once a year. - Two-thirds majority of directors’ votes required on important issues of the company. A supervisory committee consisting of at least 3 members from shareholders and employee representatives must be set up. Directors, managers and CFOs are prohibited from holding positions.

MONETARY SYSTEM

The main currency in circulation in China is the Yuan (CNY), which is also referred to as the Renminbi (RMB). The CNY had been pegged to the USD for eleven years until China abandoned the link inJuly 2005. It now adopts a more flexible system based on a basket of foreign currencies. The CNY is convertible on the current account, but not on the capital account.

LEGAL SYSTEM

The legal system in China is a complicated mix of custom and statute laws. The rudimentary civil code has been effective since 1 January 1987 and the new legal codes came into effect on 1 January 1980. In addition to the continuous effort of reviewing existing laws, new laws and regulations are constantly being enacted and implemented to reflect the developing business environment.

BUSINESS ENVIRONMENT

China’s communications and transportation systems have been improving at a heart-stopping rate. By the end of 2004, there were more than 311 million telephone main lines and 334 million mobile cellular phones have been activated. There were also 74,200 km of railways, 1.8 million km of highways, 489 airports and over 25 main sea ports.

STATUS WITH INTERNATIONAL AUTHORITIES

Beijing is a member of some 58 international organizations, e.g. China is a permanent member of the UN Security Council as well as APEC, ASEAN (dialogue partner), G-77, IBRD, ICC, ICRM, IFC, IMF, IMO, Interpol, UN, UNCTAD, UNESCO, WHO, WMO, WTO.

BANKING FACILITIES

There are about 110 domestic banks in China, with four large, state-owned banks and 106 commercial banks. By early 2006, there were 71 foreign banks from 20 countries, with 238 branches in China holding restricted licences and 138 of these institutions were approved to handle CNY business. Every year since 2002, China has increased the number of cities where foreign banks are allowed to handle CNY business, and such banks are expected to be allowed to handle CNY business in any city by the end of the decade. At the end of 2005, foreign banks were allowed to handle CNY business in 25 cities. From April 2006, the new Qualified Domestic Institutional Investor (QDII) scheme has enabled mainland financial institutions to invest a specified percentage of their Yuan and foreign currency holdings in financial products from foreign markets.

WHY ICS TRUST?

ICS Trust (Asia) Limited is a market leader in providing integrated corporate structuring, commercial and trade solutions to companies seeking to establish operations in Asia. Founded in 1980, the company and its principals have been actively assisting mature entrepreneurs and international businesses to set up profitable ventures on the Mainland ever since China first opened to foreign investment. Our extensive expertise in regional investment, trade and finance has been a source of invaluable guidance to our diverse client base, encompassing everything from dynamic growth companies to seasoned businesses in a wide variety of manufacturing, trading and service sectors.

中国信息指南

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