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Mergers & acquisitions support in China.

Looking to increase profitability and expand to a larger market? Our mergers & acquisitions (M&A) support teams can help you to grow your business rapidly without taking a toll on operations, marketing, or sales strategy.

Company secretary in Hong Kong

How Acclime
can help

Undertaking an acquisition requires complex preparations. It involves cleaning of balance sheets, auditing financial statements, evaluating products or services performance, reducing fringe benefits, and eliminating conflict of interests. Both buying or selling parties will do an initial due diligence and expect to see clean records and flawless systems.

Acclime is an expert in navigating the regulatory and compliance waters when buying or selling companies across borders. We can provide support for all stages of M&A projects.

We assist buyers with commercial & strategic advice, market benchmark studies, financial & tax due diligences, public records checking, and writing of corresponding reports.

While we assist sellers with tidying-up financial records, preparing (online) data rooms, preparing vendor financial due diligence reports, preparing for MBO. Furthermore, we assist with optimizing deal structures, supporting with valuation benchmarking and negotiation processes, and compliance reviews.

Get through an elaborate
and complex M&A procedure.

Flawless activation

We ensure that your M&A goes through the correct processes and sequences of incorporation, compliance, and entity activation (Inc. accounting, tax, banking & payroll) without delay.

Global expansion expertise

We can provide support with complex international deals while aligning your business with local compliance and regulations.

Full operational readiness

You never have to worry about holding recruitment, issuing invoices, or leaving your business in limbo during a M&A deal. We cover you so that operations continue unabated.

Mergers & acquisitions support

Providing essential M&A support.

Our M&A support services.

    • Initial assessment
    • Commercial due diligence support / strategic advisory
    • Financial and tax due diligence
    • Financial statement analysis
    • Compliance risk profile assessment
    • M&A deal structuring
    • Financing support
    • Private equity (PE) fundraising support
    • Management buy-ins (MBI) and management buy-outs (MBO) support
    • Negotiations support
    • Business valuation support
    • Legal entity set-up
    • Bank account set-up
    • Company registration
    • Business licensing
    • Tax registrations
    • Accounting
    • Tax compliance
    • Share or asset transfer registration
    • Post-deal registrations
    • Taxation support (calculation, optimization, negotiation with tax office)
    • Temporary employment during transition periods of asset deals

Common questions.

What are the M&A options for a foreign company hoping to enter the Chinese market?

M&A is a major component of the new wave of foreign investments recently flowing into China. There are two essential choices for foreign companies interested in investing in M&A with domestic companies: direct and indirect M&A.

The indirect method is self-explanatory, and occurs when a foreign investor invests in another company outside of China, using that company to own parts of a Chinese firm. Most deals are done in an indirect M&A method; however, this method has many disadvantages. While indirect investment may be suitable for foreign companies who have already had a considerable presence in the Chinese market, it may be inapplicable for companies who have not entered the market yet, and want to maintain a market share for only a short period of time.

A foreign company owned by foreign investors could purchase the equity of shareholders of non-foreign investment enterprises in China or subscribe to additional capital of domestic companies to convert such domestic companies into foreign investment enterprises. This process is called equity acquisition. Another method is that a foreign company could purchase the assets of domestic companies by foreign investors through an agreement and invest such assets to provide foreign enterprises for operation of such assets, which is defined as assets acquisition. These two methods are direct M&A, which are able to enter the market in a short period of time. Currently, there are extremely strict laws and rules for its permit in China.

What are the legal documents that support M&A through Foreign Invested Enterprises (FIEs)?

There are eight major supporting legal documents for M&A through FIEs:

  1. Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors (2009)
  2. Anti-monopoly Law (2008)
  3. Measures for Strategic Investment by Foreign Investors upon Listed Companies (2005)
  4. Using Foreign Investment to Reorganise State-owned Enterprises Tentative Provisions (2003)
  5. Issues Relevant to the Transfer of State-owned Shares and Legal Person Shares in Listed Companies to Foreign Investors Circular (2002)
  6. Interim Rules on the Domestic Investment by FIEs (2000)
  7. Rules on Merger and Division of FIEs (1999)
  8. Regulations on Changing Investor’s Shares Right in the FIEs (1997)
What are the several methods for making an M&A in the China market happen??

Mergers & acquisitions deals may take the form of either;

  1. The purchase of equity or assets of an existing company.
  2. Share swaps
  3. A merger of two or more business entities by way of cash or shares, or
  4. A combination of (i), (ii) and (iii).
Given that M&A in China can take several forms, how should the business be structured?

This would depend on many factors. For example, if a foreign investor already has a reliable business associate in China, the foreign investor may wish to consider entering into a merger with the existing entity. The advantages of a merger with a local counterpart are, among others, ready local knowledge and channels to penetrate the local market and the comfort of having one less competitor in the market while the existing business continues.

In some instances, the foreign investor may worry about the hidden liabilities in the target company. Under these circumstances, the foreign investor may be reluctant to enter into a merger with the target company but wish to purchase only the assets of the target company. Therefore, the foreign investor may form a separate entity and thereafter acquire the assets of the local company through the newly formed entity. An asset deal enables the foreign investor to acquire only the viable assets without having to take over the accumulated debts and liabilities of the local entity.

Does China have an anti-trust law which a foreign investor has to consider when entering into a M&A deal?
China issued an Anti-monopoly Law which took effect from January 1, 2008. According to Anti-monopoly Law, Article 31, if a foreign investor participates in the concentration of undertakings by merging and acquiring a domestic enterprise or by any other means, which involves national security, the matter shall be subject to a review on national security as is required by the relevant state regulations, in addition to the review on the concentration of undertakings in accordance with the provisions of this law.
What is the general tax consequence of a merger in China?

According to the Notice of the Ministry of Finance and the State Administration of Taxation on Enterprise Income Tax Treatment of Enterprise Reorganisation Caishui [2009] No.59, as a general proposition, the relevant tax treatments of merger are as follows:

  1. The merging enterprise shall determine the tax basis of assets and liabilities received from the merged enterprise(s) in accordance with the fair market value.
  2. The merged enterprise and its shareholders shall follow the enterprise income tax treatment of liquidation.
  3. The tax losses of the merged enterprise shall not be carried over to or be utilised by the merging enterprise.
What are the tax benefits of a merger?
If a merger meets some special conditions, the recognition of gain or loss could be deferred. Compared with an asset acquisition, a merger will not trigger any VAT or business tax issues.
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