[ 刘成伟 ]——(2009-2-26) / 已阅57578次

Procedures of Equity Acquisition 119
6.5 Merger Controls 124
Industrial Controls 124
Report to the National MOFCOM in Particular Acquisitions 124
Anti-monopoly Review Based on Competition Law 126
6.6 Taxation in an Acquisition Deal 126
Tax Levied in an Acquisition Deal
126
Tax Implications
128
6.7 Key Provisions at Issue 129
Chapter 7
Acquisition of Particular Structure: Acquisition via SPV,
Share Swap 131
7.1 Introduction and Latest Developments 131
7.2 Establishment of an Offshore SPV by Domestic Residents 132
7.3 Stringent Controls over the Acquisition via an SPV 133
7.3.1 Approval by the National MOFCOM 133
7.3.2 Limited Availability to the FIE Preferential
Treatments 134
7.4 Cross-border Share Swap in General 135
7.4.1 Conditions for the Share Swap 135
Table of Contents xiii
7.4.2 The Approval and Registration Procedures of
a Share Swap in General 136
7.4.3 The M&A Consultant in a Share Swap Deal 141
7.5 Share Swap Involving an SPV 141
7.5.1 The Particular Structure of a Share Swap
Involving SPV 141
7.5.2 Particular Conditions for a Share Swap Involving SPV 142
7.5.3 Particular Procedures of a Share Swap Involving SPV 142
7.5.4 Repatriation of the Overseas Proceeds
and Distributions 148
7.6 Key Provisions at Issue 148
Chapter 8
Acquisition of State-Owned Enterprises (SOEs) 149
8.1 Introduction and Latest Developments 149
8.2 Transfer of SOEs IN GENERAL 151
8.2.1 Transfer Ways 151
8.2.2 Transfer Approval by Competent Authorities 152
8.2.3 Pricing of the Transfer 153
8.2.4 Payment 154
8.3 Private Transfer by Agreement (Transfer by Agreement) 154
8.3.1 Strict Controls over the Transfer by Agreement 154
8.3.2 The Procedures of Transfer by Agreement 155
8.4 Public Transfer on the Equity Exchange
(Floor-Based Trading) 160
8.5 Supervisions over the Controlling of State Capital 163
8.5.1 Sectors Requiring Absolute or Strong Controlling
by State Capital 163

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