Investment Advisory

Setting up in China

How to decide the investment vehicles?

The most direct way to penetrate the China market is to set up local presence.There are various forms of investment vehicles available to suit different business objectives and operations.Hendersen can help you to find out the most appropriate investment vehicles from the business, tax and legal perspectives based on the comprehensive understanding of your business objectives and investment plan in China.

  • Setting up a representative office has been the simplest way to get into China and gain on-the-market experience.
  • Other than financial institutions, a foreign company still cannot set up a branch office in China at the moment.
  • The target's financial information is not sufficient to work-out the financial model or business valuation
  • If your investment involves a Chinese partner, you should probably go for setting up either a Sino-foreign equity joint venture or a cooperative joint venture.
  • Otherwise, a wholly foreign-owned enterprise will allow you greater management control and flexibility.
  • The setting up of a foreign-invested holding company or management company is another relatively new option.

Normally a foreign investment enterprise ("FIE") is set up for a specialized purpose with a specific business scope. Apart from the traditional production FIEs, foreign investors may now also set up trading FIEs, service FIEs, wholesale and retail FIEs, etc. If your group has already established a number of FIEs and is poised to make further investments in China, you may consider establishing a China holding company to centralize management, provide shared services, consolidate the distribution of goods produced by your FIEs in China and pre-market certain imported products. Upon having paid up its registered capital according to the approved schedule, your FIE may also expand its geographical coverage by setting up branches.

Where to set up?

It is quite critical for you to select an appropriate location to set up your business in China.Hendersen can help you to select several appropriate locations based on the practical client experiences and your business objectives.Subsequently, Hendersen can perform a detailed location study to obtain the following information for each selected location:

  • Business analysis
  • Government attitude/support
  • Tax/finance policies and preferences
  • Foreign exchange rules
  • Labour rules
  • Land/facility availability and cost
  • Transportation convenience
  • Other factors

How should I go about the setting up?

Before setting up in China, you should review your current investments and future business plans to determine the optimal investment vehicle to set up in accordance with the current China investment regulations and WTO market access commitments.

The steps of setting up in China must be carefully planned.The following are some points that you cannot afford to miss:

  • In case of forming a joint venture, seek support in contract negotiation and due diligence review.
  • Verify the feasibility and prerequisites for setting up because they could be subject to local differences in practices and interpretations of the law.
  • Optimize the tax-effectiveness of your shareholding structure and funding arrangements.
  • Formulate the business scope for the company to be set up and negotiate with the approval authorities where necessary.
  • Ensure the application documents for submission are complete, accurate and in the right format.
  • Find out the appropriate channel for approval and registration and go through them one by one.

Setting up services

Company formation

Hendersen has a strong presence in the world’s key financial centers including Bermuda, British Virgin Islands, Curacao, Guernsey, Hong Kong, Jersey, Luxembourg, Malaysia, Labuan, Mauritius, the Netherlands, New Zealand, Samoa, Singapore, Switzerland, Taiwan and United Kingdom.Via the worldwide network, Hendersen helps clients incorporate companies in all of the above jurisdictions.

Certification and legalization

Hendersen assists in providing certification on some documents such as Certificate of Good Standing of offshore companies.Hendersen also provides legalization services on some corporate documents such as Memorandum and Articles of Association, Certificate of Incorporation, director and shareholder registers at China’s embassies in foreign jurisdictions.

Due diligence review

Some of the publicly listed companies and those which are preparing for public listing may have a variety of offshore companies within their group structure.Our due diligence review service is a health check on the documentation, registration of the offshore companies. This review is vital for the publicly listed companies and those which are preparing for public listing meeting the requirements of the stock exchanges.



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