Doing Business in the Mainland

Establishing Business

Forms for Business Establishment in China

The main categories of business for foreign investors in the Mainland are set out in the following paragraphs. Hong Kong investors shall follow the arrangements as for foreign investors.

Representative Office (RO)

RO can engage in non-profit generating activities that are related to the business of its foreign parent enterprise and business-related market research, exhibition, promotional activities, liaison activities. ROs cannot operate business directly and they do not have legal person status.

To set up a RO in Beijing, application could be made to the market regulation authority. A Business Registration Certificate and a Representative Certificate will be issued after the application has been approved. The RO should then proceed with registration procedure.

Individually Owned Stores

In accordance with the Agreement to Amend the Agreement on Trade in Services under CEPA, signed in November 2019, Hong Kong permanent residents with Chinese citizenship to set up, in accordance with the relevant Mainland laws, regulations and administrative regulations, individually owned stores in all provinces, municipalities, autonomous regions in the Mainland without being subject to approval procedures applicable to foreign investments, excluding franchising operation, and their identity authentication requirements will be waived. There is also no restriction on the number of persons, and the business area. The permissible business scope of individually owned stores covers retail, catering, computer services, advertising production, clinics, economic and trade consultancy, and management consultancy services, etc.

For more information, please refer to the website of the Beijing Municipal Administration for Market Regulation (Chinese version only):
http://scjgj.beijing.gov.cn/

Foreign Invested Enterprises (FIE)

On 15 March 2019, the Second Session of the Thirteenth National People's Congress passed the Foreign Investment Law of the People's Republic of China (hereinafter referred to as the "Foreign Investment Law"). The Foreign Investment Law came into effect on 1 January 2020. Meanwhile, the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, the Law of the People's Republic of China on Foreign-funded Enterprises, and the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures were repealed. According to the Foreign Investment Law, a foreign invested enterprise refers to an enterprise that is wholly or partly invested by a foreign investor and registered in the Mainland China. The types of enterprises that foreign investors can incorporate in the Mainland are mainly foreign-invested limited liability company, foreign-invested joint stock company, Hong Kong, Macao, and Taiwan limited liability company, and Hong Kong, Macao and Taiwan joint stock company.

For foreign invested enterprises established before the implementation of the Foreign Investment Law (such as Chinese-foreign joint venture, Chinese-foreign cooperative enterprise, wholly foreign-owned enterprise, foreign-invested partnership enterprise, hereinafter referred to as "existing foreign invested enterprises"), within 5 years after the implementation of the Foreign Investment Law, the organisational form and structure can be adjusted in accordance with the Company Law of the People’s Republic of China, the Partnership Enterprise Law of the People's Republic of China, and other laws, and the change of registration can be processed in accordance with the law, or the original organisational form and structure can be kept unchanged.

Starting from 1 January 2025, for the existing foreign invested enterprises that have neither adjusted their organisational form or structure, etc. nor applied for change of registration, the market regulation authorities will not process their applications for other registration matters, and will disclose the relevant circumstances.

Meanwhile, after the adjustment of the existing foreign invested enterprises’ organisational form and structure, the original joint venture or cooperative partners can continue the equity transfer method, income distribution method, and residual property distribution method as agreed in the contract.

For more information of the Foreign Investment Law, please refer to the website of the Mainland Government:
https://en.ndrc.gov.cn/policies/202105/t20210527_1281403.html

Pre-approval for setting up foreign-invested companies

The Mainland implements the market access negative list system for foreign investments. The Foreign Investment Law of the People's Republic of China, which came into effect on 1 January 2020, stipulates that foreign investment shall be subject to a system of pre-establishment national treatment plus negative list management. The pre-establishment national treatment refers to the treatment given to foreign investors and their investments no worse than that for domestic investors and their investments during the investment admittance stage; and the negative list refers to special administrative measures for foreign investment accessing to specific sectors. China grants national treatment to foreign investments which outside the negative list. For Hong Kong, Macao and Taiwan investments, provisions are similar to that of the Foreign Investment Law.

The Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021) has come into effect on 1 January 2022, in which the items restricted to foreign investors have been reduced from 33 in 2020 to 31 in 2021. The level of opening up will further be enhanced through promotion of investment liberalisation and facilitation. Meanwhile the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2020) is abolished.

The Special Administrative Measures (Negative List) for the Access of Foreign Investment in Pilot Free Trade Zones (2021) has also come into effect on 1 January 2022, in which the items restricted to foreign investors reduced from 30 in 2020 to 27 in 2021. Meanwhile, the Special Administrative Measures (Negative List) for the Access of Foreign Investment in Pilot Free Trade Zones (2020) shall be abolished.

From 2017 to 2021, the Mainland has revised the negative lists of the national and pilot free trade zones for five consecutive years, and the number of special management measures for foreign investment access was reduced from 93 and 122 to 31 and 27 respectively. Compared with the 2020 version, the major changes of the 2021 version include:

(1) Further deepening of the manufacturing industry - In the sector of automobile manufacturing, the restrictions on the proportion of foreign shares in passenger car manufacturing and the restrictions on the establishment of two or less joint ventures in the Mainland to produce similar vehicle products by the same foreign investor shall be abolished. In the sector of radio and television equipment manufacturing, the restrictions on foreign investment in the production of satellite television broadcasting ground receiving facilities and key parts shall be abolished in accordance with the principle of consistency in the management of domestic and foreign investment. This revision has cleared the manufacturing items in the negative list of the pilot free trade zone.

(2) Exploring ways to ease market access to the service industry in pilot free trade zone - In the sector of market research, except that radio and television broadcasting and viewing surveys must be controlled by the Chinese side, restrictions on foreign investment access will be cancelled. In the sector of social survey, foreign investment in social survey is allowed, but the Chinese share ratio is required to be no less than 67%, and legal representative shall have Chinese nationality.

(3) Improving the accuracy of the negative list for the access of foreign investment - The description part of the negative list has added in "If a domestic enterprise engaged in the business prohibited by the negative list for the access of foreign investment issues shares abroad and is listed for trading overseas, it shall be subject to approval by the relevant authorities of the State. Foreign investors shall not participate in the operation and management of the enterprise, and its shareholding ratio shall be implemented with reference to the relevant provisions on the administration of domestic securities investment by foreign investors". The China Securities Regulatory Commission and relevant government authorities shall implement precise management on overseas listing and financing of domestic enterprises engaged in businesses in the prohibited areas of the negative list in accordance with the relevant regulations.

(4) Optimising the management of the negative list for the access of foreign investment - In accordance with the Detailed Implementation Rules of Foreign Investment Law of the People's Republic of China, the description part of the negative list has added in "foreign-invested enterprises investing in China shall comply with the relevant provisions of the negative list of foreign investment access". To facilitate the convergence between the negative list for access to foreign investment and the negative list for market access, the description part of the negative list has added in "the relevant provisions of Negative List for Market Access shall be applicable uniformly to domestic and foreign investors".

The National Development and Reform Commission and the Ministry of Commerce jointly issued the Notice on Market Access Negative List (2022 Edition) on 25 March 2022 to implement the management requirements of "One National List" and propose that all types of market entities can have access to the industries, sectors and businesses which fall outside the List on a level playing field in accordance with the law, and no separate administrative approval for market access can be established in violation of the law. The List containing 117 prohibited and permitted items has been effective since the date of publication of the List. Among these items, there are 111 permitted items, including agriculture, forestry, animal husbandry, fisheries, mining, manufacturing, electricity, heat, gas and water production and supply, construction, wholesale and retail, transportation, warehousing and postal services, accommodation and catering, information transmission, software and information technology services, finance, real estate, leasing and business services, scientific research and technology services, water conservancy, environmental and public facilities management, residential services, repair and other services, education, health and social work, culture, sports and entertainment, the permitted items in the Catalogue of Investment Projects Approved by the Government (2016 Edition) (except those specifically for foreign investment and overseas investment), the permitted items in the Catalogue of Prohibited Access to the Internet Market, and other items in a total of 21 areas. International conventions to which China is a party, bilateral and multilateral treaties signed with other countries, and relevant arrangements with Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan shall be implemented in accordance with the relevant provisions.

For the complete lists, please refer to the following government websites:
The Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version) (Chinese version only):
https://www.ndrc.gov.cn/xxgk/zcfb/fzggwl/202112/t20211227_1310020.html
The Special Administrative Measures for the Access of Foreign Investment in Pilot Free Trade Zones (Negative List) (2021 Version) (Chinese version only):
https://www.ndrc.gov.cn/xxgk/zcfb/fzggwl/202112/t20211227_1310019_ext.html
Market Access Negative List (2022 Edition) (Chinese version only):
https://www.ndrc.gov.cn/xxgk/zcfb/ghxwj/202203/t20220325_1320231.html?code=&state=123

Setting up FIE: General Approval Process

According to the Notice on Implementing the Foreign Investment Law and Doing a Good Job in the Registration of Foreign-Invested Enterprises, issued by the State Administration for Market Regulation in 31 December 2019, effective from 1 January 2020, “one-stop services” for the business recordation of formation and industrial and commercial registration of foreign-funded enterprises shall no longer be provided. When applying for the formation or modification registration of a foreign-funded enterprise, an applicant shall complete the initial report and modification report of foreign investment. The submission of a foreign investment information report is not an essential requirement for the registration of a foreign-funded enterprise. The registration authority shall no longer conduct a review of any foreign investment information report. An applicant may continue to complete the foreign investment information report after filing an application for business registration. Foreign investors or foreign-funded enterprises should submit annual reports “integrating multiple reports into one” through the national enterprise credit information publicity system.

When applying for registration of a foreign-invested enterprise, an applicant shall have the subject qualification certificate or identity certificate of the foreign investor notarized by the notary agencies of its home country and certified by the Chinese embassy (consulate) in that country before submitting to the registration authority.

The subject qualification certificate or identity certificate of investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan shall be notarized by local notary agencies in accordance with special provisions or agreements. The identity certificate of natural person investors in the Hong Kong Special Administrative Region and the Macao Special Administrative Region refers to local permanent resident identity cards, passports, residence permits for Hong Kong and Macao residents issued by the Mainland’s public security department, and mainland travel permits issued by the Mainland’s entry-exit administration authorities; residence permits for Hong Kong and Macao residents and mainland travel permits do not need notarization.

Generally, after obtaining approval from the in-charge market regulation authorities, FIEs could obtain business license, arrange for injection of registered capital, the engraving of company seals with public security bureaux, the opening of bank account and perform relevant registrations with relevant government authorities, including tax bureau, foreign exchange administration authority, customs, and other related government authorities. From 1 October 2015, newly established enterprises are no longer required to perform registration with tax, statistical or finance bureaux, or obtain tax registration, organisation code, financial registration certificates after obtaining business licenses with unified social credit code issued by administrative authorities for industry and commerce. From 1 October 2016, newly established enterprises are no longer required to obtain social insurance register certificates and statistics registration certificates after obtaining business licenses with unified social credit code issued by administrative authorities for industry and commerce. For details of foreign-invested enterprise registration, incorporation procedures, please refer to the following government websites.

Beijing Municipal Commerce Bureau (Chinese version only):
http://sw.beijing.gov.cn/

Beijing Municipal Administration for Market Regulation (Chinese version only):
http://scjgj.beijing.gov.cn/

Beijing Municipal Public Security Bureau (Chinese version only):
http://gaj.beijing.gov.cn/

Beijing Municipal Tax Service, State Taxation Administration (Chinese version only):
http://beijing.chinatax.gov.cn/bjswjwz/

State Administration of Foreign Exchange:
http://www.safe.gov.cn/en/

Beijing Customs Office (Chinese version only):
http://beijing.customs.gov.cn/

For certain industries, foreign investors should apply for certificates/licenses as required by relevant authorities before applying for foreign investment approval with the Commerce Department.

Please note that the above general introduction of FIE set-up procedure in Beijing is for reference only, and should not substitute legal or professional advice. For more detailed information and advice on local practice, investors may consult the Beijing Investment Promotion Center, or visit its website:
http://invest.beijing.gov.cn/english/.

Also investors may, seek advice from qualified law firms or other professional consulting agencies. Normally, professional consulting agencies could provide services on FIE set-up, which may cover the drafting of Articles of Association, submission of application documents for FIE establishment, negotiation with local government authorities, etc.

Requirements on Registered Capital of FIEs

Total investment of a FIE refers to the total amount of funds required to run the company, i.e. the total amount of capital for infrastructure construction and working capital that is commensurate with the FIE's production scale. Registered capital of a FIE refers to the total amount of capital registered with the market regulation authorities for the purpose of establishing the FIE, i.e. the total amount of capital subscribed to by foreign investors. Investors are liable for FIE's debts by their capital contribution. According to the Notice on Issuing the Scheme for the Registration System Reform of Registered Capital issued by the State Council on 7 February 2014, the registration conditions for registered capital has been relaxed unless otherwise stipulated in the laws, administrative regulations and decisions of the State Council on the minimum amounts of registered capital in particular industries.

For details of the Notice on Issuing the Scheme for the Registration System Reform of Registered Capital, please refer to the website of the Mainland Government (Chinese version only):
http://www.gov.cn/zwgk/2014-02/18/content_2611545.htm

The commerce authority has the discretion to determine whether to approve the establishment of a FIE having regard to the registered capital of the FIE and its operation scale. For specific requirements for total investment amount and registered capital of a FIE, investors can seek advice from qualified law firms or professional consulting agencies or communicate with the local in-charge commerce authority and market regulation authority.

Requirements on Leasing Operating Premises

In leasing operating premises, investors should pay attention to the following issues:

1.Lease contract should be signed by the legal representative or the authorised person of the investor.

2.It should be stated in the lease that the leased premises will be used for the proposed FIE and the FIE would become the lessee after its establishment.

3.The landlord should provide a valid Property Certificate for the premises being leased. If the FIE operates on premises without a relevant Property Certificate, investors should provide other documents as required by the relevant business registration authority.

4.The scope of use which stated in the Property Certificate should generally be "for commercial purpose/usage". If investors lease residential property and use it as operating premises, the change of use should be in line with relevant provisions in law or other related regulation. Residential buildings or the lowest floor of residential building with permitted scope of use for commercial purposes should nonetheless not be used for food and beverage services, entertainment services, internet services, manufacturing of dangerous chemicals and other prohibited industries.

For more information, please refer to the website of the Beijing Municipal Administration for Market Regulation (Chinese version only):
http://scjgj.beijing.gov.cn/

Hiring employees

Labour Laws and Regulations in China

The Employment Contract Law of the People’s Republic of China came into effect on 1 January 2008, and regulates employment relationships establishment, execution, performance, revision, dissolution or termination of labour contracts between enterprises/various types of organisations and employees within the Mainland. In 2012, the Standing Committee of the National People's Congress passed the amendment of the original Employment Contract Law. The amended Employment Contract Law came into effect on 1 July 2013.

The Employment Contract Law requires employers to establish employment relationships and enter into written labour contracts with employees within one month from the date when the employee begins to work. In case the employer fails to enter into a written labour contract with the employee within one year after commencement of the employment, an employment contract with indefinite terms would be deemed to have been established with the employee. In such case, the employer should pay the employee double salary on a monthly basis since the expiration of the first month of the employment to the expiration of the one year period.

On 1 July 2021, the Ministry of Human Resources and Social Security issued the Guidelines for Conclusion of Electronic Labour Contracts (hereinafter referred to as the "Guidelines") for those employers and employees who are willing to enter into electronic labour contracts by consensus for reference, so as to ensure that the electronic labour contracts are true, complete, accurate, and not tampered with.

For more information about the Labour Contract Law of the People's Republic of China, please refer to the website of the Mainland Government:
http://english.www.gov.cn/archive/laws_regulations/2014/08/23/content_281474983042501.htm

For more details of the Guidelines for Conclusion of Electronic Labour Contracts, please refer to the website of the Mainland Government (Chinese version only):
http://www.mohrss.gov.cn//xxgk2020/fdzdgknr/zcfg/gfxwj/ldgx/202107/t20210709_418119.html

Things to Note when Hiring Employees

Recruitment methods between FIEs and ROs are different. According to the Labour Law of the People’s Republic of China which took effect on 1 January 1995 (recently amended on 29 December 2018), the Employment Contract Law of the People’s Republic of China which took effect on 1 January 2008 (recently amended on 28 December 2012) and other laws or regulations, employers can hire staff from the local workforce based on their operational needs, as well as determine their own organisation structures and human resources. Recruitment can be carried out through different channels, such as engaging authorised professional agencies, posting advertisements on media, etc.

ROs are required to employ Chinese employees through licensed labour dispatch agencies under labour dispatch arrangement. A RO must sign a service contract with a labour dispatch agency and the labour dispatch agency would establish employment relationship with the Chinese employees.

In the past, Hong Kong, Macao and Taiwan residents were required to obtain a work permit for working in the Mainland. According to the Notice on Matters concerning the Employment of Hong Kong, Macao and Taiwan Residents in the Chinese Mainland issued by the Ministry of Human Resources and Social Security on 23 August 2018 and other relevant regulations, as from 28 July 2018, Hong Kong, Macao and Taiwan residents are no longer required to obtain the "Taiwan, Hong Kong and Macao Work Permit" for employment in the Mainland. Hong Kong, Macao and Taiwan residents can use valid identity documents such as residence permits for Hong Kong, Macao and Taiwan residents, mainland travel permits for Hong Kong and Macao residents, and mainland travel permits for Taiwan residents for purposes associated with various human resources and social security services. Business licenses, labour contracts (employment contracts), wage payment records, or social insurance payment records can be used as proof of employment in the Mainland.

For more information about the Notice on Matters concerning the Employment of Hong Kong, Macao and Taiwan Residents in the Chinese Mainland, please refer to the website of the Mainland Government (Chinese version only):

http://www.mohrss.gov.cn/jycjs/gongzuotongzhi/201808/t20180828_300019.html

According to the Regulation on the Promotion of the Development of Individual Industrial and Commercial Households which came into effect in November 2022, permanent residents of Hong Kong Special Administrative Region and Macau Special Administrative Region with Chinese nationality and residents of Taiwan may, in accordance with the relevant regulations, apply for registration as individual industrial and commercial households. Individual industrial and commercial households should consciously fulfill the legal obligations in terms of labour and employment, production safety, etc.

For more information about the Regulation on the Promotion of the Development of Individual Industrial and Commercial Households, please refer to the website of the Mainland Government (Chinese version only):
https://www.gov.cn/zhengce/content/2022-10/25/content_5721592.htm

Salary and welfare

Working hours and Salary

The employers could determine their salary and benefit package for their employees. However, salary and benefits paid to employees shall not be lower than the minimum wages set by national and local governments. According to their management needs, the employers could establish employee incentive plans, such as performance bonus and stock options, to attract talents. Salary shall be paid at least on a monthly basis in local currency. Detailed payment date can be agreed upon and documented in the employment contract.

FIEs and other employers should follow requirements about the working hour prescribed by labour laws in the Mainland. Employees subject to standard working hour system shall work for no more than 8 hours a day and no more than 40 hours a week. For posts that meet relevant criteria, employers could choose to adopt a special working hour system after obtaining approval from the relevant authorities in accordance with local regulations.

The employers should deduct the Individual Income Tax (IIT) before making salary payments to employees, and filing tax with relevant tax authorities during tax filing period after salary payment.

Social Security and Housing Provident Fund

The Social Security Law of the People’s Republic of China (recently amended on 29 December 2018) which took effect on 1 July 2011 has established a basic social security system, including basic pension, basic medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance. For any employees being employed in the Mainland, employers should be responsible for contributing to social security on their behalf. The employers' social security contribution, together with the employees' personal contribution, makes up the employees' social security benefits.

For Hong Kong residents, employers should make contribution to the social security scheme for them. Pursuant to the Interim Measures for Participation in Social Insurance by Hong Kong, Macao and Taiwan Residents in the Mainland, effective from 1 January 2020, regulations were made on the participation in social insurance by Hong Kong, Macao and Taiwan residents who work, live or attend school in the Mainland, and it specifies that Hong Kong, Macao and Taiwan residents who participate in social insurance is entitled to social insurance benefits. Specific regulations are as follows:

Employers shall participate in social insurance according to the laws for Hong Kong, Macao and Taiwan residents lawfully hired by them. The social insurance premiums shall be paid by employers and employees according to the provisions.

Hong Kong, Macao and Taiwan residents engaged in individual industrial and commercial business operation in the Mainland may, according to the relevant provisions of the registration places, participate in employee basic pension insurance and basic medical insurance.

Hong Kong, Macao and Taiwan residents who are flexibly employed in the Mainland and have obtained the residence permits for Hong Kong, Macao and Taiwan residents may, according to the relevant provisions of the place of residence, participate in employee basic pension insurance and basic medical insurance.

Unemployed Hong Kong, Macao and Taiwan residents who live in the Mainland and have obtained residence permits for Hong Kong, Macao and Taiwan residents may participate in basic pension insurance and basic medical insurance for urban and rural residents at the place of residence according to the provisions.

Hong Kong, Macao and Taiwan college students studying in the Mainland shall enjoy the same healthcare security policies as those for Mainland college students and participate in basic medical insurance for urban and rural residents at the places where their higher educational institutions are located according to the provisions.

Maternity Benefits for Female Employees and Relevant Systems

In accordance with the Special Provisions on Labour Protection for Female Employees, promulgated by the State Council and took effect from April 2012, female employees are entitled to maternity leave of no less than 98 days, including 15 days before the delivery. Maternity expenses incurred during maternity leave and medical expenses for delivery or miscarriage for female employees who have enrolled in maternity insurance shall be covered by the maternity insurance fund; whereas for those without maternity insurance, the employer would then be responsible for such payments/reimbursements. In addition, according to the revised Law of the People's Republic of China on Population and Family Planning effective from 20 August 2021, a couple may bear three children, and those who bear children in compliance with the revised laws and regulations are entitled to extend maternity leave or other benefits, with specific standards subject to local regulations. The State supports the establishment of parental leave in places where conditions permit.

In Beijing, under the revised Regulation of Beijing Municipality on Population and Family Planning effective from 26 November 2021, female employees who bear children in compliance with laws and regulations are entitled to the extended maternity leave of 60 days in addition to the maternity leave granted by the State and their spouses are entitled to paternity leave of 15 days. Couples who give birth to children in accordance with the regulations are entitled to five working days' parental leave each year for each person until their children reach the age of three, and the annual calculation is based on the age of the children. The allocation of extended maternity leave and parental leave may be adjusted by the couples with the consent of their respective organisations, enterprises, public institutions, social organisations and other organisations. If the female employee voluntarily reduces the extended maternity leave, the number of paternity leave enjoyed by her husband may be increased accordingly. Parental leave for both spouses shall be no more than 10 working days in total. If the parents of the only child need nursing care, their children have 10 working days of nursing leave every year.

On 28 March 2022, the State Council issued the Notice on the Establishment of Special Additional Deduction of Individual Income Tax for Taking Care of Infants and Children Under the Age of 3, which establishes a dedicated additional deduction of individual income tax for taking care of infants and children under the age of 3, with a standard deduction of RMB 1,000 per month for each infant or child. Parents may choose to deduct 100% of the standard deduction by one parent, or to deduct 50% each of the standard deduction by both parents, and the deduction selected cannot be changed within a tax year. The special additional deductions of individual income tax has been effective as from 1 January 2022.

For more details, please refer to the websites of the Mainland Government (Chinese version only):

The Population and Family Planning Law of the People's Republic of China:
http://www.npc.gov.cn/npc/c30834/202109/9ab0af08773c465aa91d95648df2a98a.shtml

Decision of the Standing Committee of the National People's Congress on Amending the Population and Family Planning Law of the People's Republic of China:
http://www.npc.gov.cn/npc/c30834/202108/58ed2b3717ae44d6b938883cbdae9f6f.shtml

The Regulation of Beijing Municipality on Population and Family Planning:
http://www.beijing.gov.cn/zhengce/zhengcefagui/202111/t20211126_2546761.html

Decision of the Standing Committee of the Beijing Municipal People's Congress on Amending the Regulation of Beijing Municipality on Population and Family Planning:
http://www.beijing.gov.cn/zhengce/zhengcefagui/202111/t20211126_2546760.html

Notice on the Establishment of Special Additional Deduction of Individual Income Tax for Taking Care of Infants and Children Under the Age of 3:
http://www.gov.cn/zhengce/content/2022-03/28/content_5682013.htm

Protection of Women’s Rights and Equal Employment

Prevention of Sexual Harassment

In accordance with the amended Law of the People’s Republic of China on the Protection of Women’s Rights and Interests which took effect on 1 January 2023, employers are required to take measures to prevent and stop sexual harassment of women, including formulating rules and regulations prohibiting sexual harassment; specifying the responsible department or personnel; carrying out education and training activities on prevention of sexual harassment; taking necessary security and safeguard measures; setting up hotline, mailbox etc. for complaints; establishing and improving the investigation and handling procedures, handling of disputes in a timely manner, and protecting the privacy and personal information of the parties involved; and supporting and assisting the aggrieved women in exercising their rights in accordance with the law and, where necessary, providing psychological counseling etc.

Equal Employment

According to the Labour Law of the People’s Republic of China which took effect on 1 January 1995 (recently amended on 29 December 2018), the Law of the People’s Republic of China on Promotion of Employment which took effect on 1 January 2008 (amended on 24 April 2015) and other laws or regulations, employees shall not be subject to discrimination because of their ethnic backgrounds, races, gender, religious beliefs, etc.

The Law of the People’s Republic of China on the Protection of Women’s Rights and Interests further outlines requirements for employers to avoid employment discrimination, including not restricting job candidates to be male or giving preference to male candidates; not further inquiring of or investigating the marital and child-bearing status of female job candidates; not including pregnancy test as part of the pre-employment health check; not imposing restriction on marital or child-bearing status as one of the condition of employment; not imposing discrimination or restrictions related to marital and child-bearing status against female employees in terms of promotion, training etc.; and not imposing gender discrimination against female employees when implementing national retirement regulations.

Labour Health Protection

In accordance with the Law of the People’s Republic of China on the Protection of Women’s Rights and Interests, enterprises should include in labour contracts or service contracts special protection clauses for female employees, and the collective contracts should also contain relevant content on gender equality and protection of female employees’ rights and interests. In addition, employers are also required to regularly arrange gynecological and breast diseases, and other female health examinations for female employees.

For more details of the Law of the People’s Republic of China on the Protection of Women’s Rights and Interests, please refer to the website of the Mainland Government (Chinese version only):
http://www.npc.gov.cn/npc/c30834/202210/d80092ae46b24946b30b3a880c2f2be5.shtml

Taxation

Foreign investors who have set up FIEs or ROs would generally be subject to the following types of China tax: Corporate Income Tax, Withholding Tax, Value Added Tax, Consumption Tax and local surcharges, Stamp Duty, Urban Land Use Tax, Property Tax, Deed Tax, Land Appreciation Tax, Customs Duties, etc. Hong Kong investors shall follow the arrangements as for foreign investors. For more information about taxation, please call the hotline of Beijing Local Taxation Bureau: (8610) 12366.

Corporate Income Tax (CIT)

Enterprises incorporated in the Mainland (such as FIEs) or foreign enterprises incorporated according to the laws of other jurisdiction but have effective management located in the Mainland should pay CIT in the Mainland on their world-wide income. The applicable CIT rate is 25%. With respect to foreign enterprises that have no permanent establishment or fixed place of business in China, or have permanent establishment or fixed place of business in the Mainland but the income derived from the Mainland is not effectively connected with the permanent establishment or fixed place of business, they would be subject to a Withholding Tax (WHT) on their China-sourced income. The statutory WHT rate is 10%, which could be reduced by applicable tax treaties between the Chinese Government and other national governments.

CIT Taxable income is assessed based on an enterprise's profit, but not necessarily equal to its accounting profit. It is the net amount of the annual gross income less non-taxable income and tax-exempt income, and after deducting applicable costs and expenses and offsetting the net operating loss carried over from previous years.

CIT is calculated on an annual basis and within each tax year, taxpayers should perform provisional CIT filings on a monthly or quarterly basis. The tax year of CIT taxpayers is the calendar year (January 1 to December 31). The provisional CIT filing should be performed within 15 days after the end of each month/quarter. Taxpayers should perform annual CIT filings and settle the CIT due/refund within 5 months from the end of each calendar year. For more information on the calculation of gross income, deductions, loss recovery and transfer pricing rules, please refer to the BJO booklet (Chinese version only):
Practical Guide for Hong Kong People Living in the Mainland (Beijing).

Value-added Tax (VAT), Consumption Tax (CT) and Local Surcharges

VAT

Entities and individuals shall pay VAT under the regulations if they are engaged in sales of goods, provision of processing, repairs or replacement services, import of goods, sales of services, intangible assets or real estate property in the Mainland. For more information about tax rate, tax period, tax payable, etc., please refer to the BJO booklet (Chinese version only):
Practical Guide for Hong Kong People Living in the Mainland (Beijing).

Prevailing VAT rates were effective from 1 April 2019, and VAT rates applicable to major businesses are as follows:

General taxpayers

For small-scale taxpayers, sales is the total consideration received plus other charges, and VAT is calculated and paid at 3% of sales by simple taxation approach.

On 29 March 2021, the State Taxation Administration issued the Announcement of Further Optimizing Procedures and Services of VAT Preferential Policies to further streamline the process and procedures for enjoying preferential policies and optimize the taxation environment. Taxpayers can enjoy the tax exemptions by filling in the corresponding tax reduction column of the declaration form in accordance with the regulations when filing VAT returns, and should keep the documents of the relevant policy provisions for inspection. The relevant policies came into effect on 1 April 2021.

On 22 November 2021, the State Council issued the Announcement of Further Enhancing the Assistance of Small and Medium Enterprises, informing the implementation of multiple measures to relax the burdens of enterprises that have been hit hard by the pandemic. Among others, from tax and fee cuts perspective, it restates the income tax preferential policies such as the VAT exemption for small-scale taxpayers who engage in VAT taxable sales with aggregate monthly sales not exceeding RMB 150,000, corporate income tax reduction for micro and small enterprises, weighted deduction of research and development expenses, accelerated depreciation of fixed assets, import tax policy for supporting scientific and technological innovations, as well as the deferred payment of certain taxes and fees in the fourth quarter of 2021 for the micro, small and medium enterprises in the manufacturing industry.

On 4 March 2022, the Ministry of Finance and the State Administration of Taxation jointly issued the Announcement of Further Implementing the Policy of "Six Taxes and Two Fees" for Small and Micro Enterprises to further support the development of small and micro enterprises. The period of implementation is from 1 January 2022 to 31 December 2024. The governments of the provinces, autonomous regions and municipalities directly under the Central Government determine that small VAT taxpayers, small and micro enterprises and individually owned stores can enjoy a deduction within the 50% range of the tax amount for resources tax, urban maintenance and construction tax, property tax, urban land use tax, stamp duty (excluding stamp duty on securities transactions), farmland occupation tax and education surcharge, local education surcharge. Enterprises which have enjoyed other preferential policies under the "six taxes and two fees" can also enjoy the above additional preferential policies. Small and micro enterprises refer to enterprises engaging in industries not restricted or prohibited by the Mainland, and which meet the conditions of  annual taxable income not exceeding RMB 3 million, employees not exceeding 300 and total value of assets not exceeding RMB 50 million, and are determined on the basis of the annual payment of the enterprise income tax.

On 9 January 2023, the State Taxation Administration issued the Announcement of Relevant Tax Collection and Administration Matters Concerning the VAT Reduction and Exemption Policy for Small-scale VAT Taxpayers and Other Policies, which clarifies the policies on VAT relief for small-scale VAT payers, etc. From 1 January 2023 to 31 December 2023, small-scale VAT payers with monthly sales of less than 100,000 (inclusive) will be exempt from VAT; for taxable sales of small-scale VAT taxpayers subject to 3% levy, the VAT shall be reduced by 1%; for prepayment of VAT items subject to 3% prepayment rate, the prepayment of VAT shall be reduced by 1%; for production service taxpayers, 5% of the current deductible input tax shall be allowed to offset the tax payable, and for life service taxpayers, 10% of the current deductible input tax shall be allowed to offset the tax payable. The credit will be applied to the current period.

On 21 August 2023, the Ministry of Finance and the State Taxation Administration issued the Announcement on Continuing the Implementation of the Tax Policy on the Exchange of Non-performing Debt by Banking Financial Institutions and Financial Asset Management Companies. The period of implementation is from 1 August 2022 to 31 December 2027. The policy clearly states that contracts, property rights transfer documents and business books involved in the process of receiving and disposing of debt-offsetting assets by banking financial institutions and financial asset management companies are exempt from stamp duty, and the banking financial institutions and financial asset management companies that receive debt-offsetting assets are exempt from deed tax. At the same time, the local government departments may, in accordance with the Provisional Regulations of the People's Republic of China on Real Estate Tax, the Provisional Regulations of the People's Republic of China on Urban Land Use Tax and the local actual conditions, reduce and waive real estate tax and urban land use tax on the debt-setting immovable property held by banking financial institutions and financial asset management companies.

For more details of the tax preferential policies related to VAT, please refer to the website of the Mainland Government:

1.The Announcement of Further Optimizing Procedures and Services of Preferential VAT Policies (Chinese version only):
http://www.chinatax.gov.cn/chinatax/n359/c5162928/content.html

2.The Announcement of Further Enhancing the Assistance of Small and Medium Enterprises (Chinese version only):
http://www.gov.cn/zhengce/content/2021-11/22/content_5652485.htm

3.The Announcement of Further Implementing the Policy of "Six Taxes and Two Fees" (Chinese version only):
http://szs.mof.gov.cn/zhengcefabu/202203/t20220303_3792359.htm

4.The Announcement of the State Taxation Administration on Relevant Tax Collection and Administration Matters Concerning the VAT Reduction and Exemption Policy for Small-scale VAT Taxpayers and Other Policies(Chinese version only):
http://www.gov.cn/zhengce/zhengceku/2023-01/10/content_5736056.htm

5.The Announcement on Continuing the Implementation of the Tax Policy on the Exchange of Non-performing Debt by Banking Financial Institutions and Financial Asset Management Companies:
https://www.chinatax.gov.cn/chinatax/n359/c5211162/content.html

Consumption Tax (CT)

CT is imposed on top of VAT for the sale of 14 specific kinds of consumer products. According to the Tentative Regulations on Consumption Tax of the People’s Republic of China (amended in 2008 and came into force since 1 January 2009), the 14 kinds of products subject to CT include: cigarettes, wine and alcohol, cosmetics, gasoline, luxury cars, golf balls and equipment, yachts, luxury watches, etc. CT payable is calculated on the basis of sales amount and/or the sales volume/quantity depending on the product item concerned. From 1 December 2014, CT is no longer imposed on small-displacement motorcycles with a cylinder capacity of less than 250ml (exclusive), automobile tires, leaded gasoline for cars and alcohol.

Starting from 1 February 2015, battery and coatings shall be subject to CT in order to promote energy conservation and environmental protection. CT of 4% will be levied on the sale price (before VAT) at the point of production, processing and import of battery and coatings.

From 10 May 2015, the ad valorem rate for wholesale of cigarette is increased from 5% to 11% plus unit rate of RMB 0.005 per cigarette. Since then, consumption tax laws and regulations on cosmetics, luxury cars, cigarettes and other consumer goods have been amended for several times, and the Law on Consumption Tax of the People’s Republic of China (Draft for Comments) (http://www.gov.cn/xinwen/2019-12/04/content_5458247.htm) (Chinese version only) was released on 3 December 2019. In June 2021, the State Council announced that the legislation on consumption tax is included in the 2021 Legislative Work Plan(http://www.gov.cn/zhengce/content/2021-06/11/content_5617194.htm)(Chinese version only).

On 12 June 2021, the Ministry of Finance, the General Administration of Customs and the State Administration of Taxation jointly issued the Announcement of Consumption Tax Levy on Importing some Refined Oil Products, which is effective from 12 June 2021. For details of the levy, please refer to the website of the Mainland Government: http://www.gov.cn/zhengce/zhengceku/2021-05/14/content_5606475.htm

In order to better play the role of consumption tax to guide healthy consumption, from 1 November 2022, electronic cigarette has been included in the scope of consumption tax as a new sub-category under the tobacco tax heading. The tax will be levied at the production (import) and wholesale stages and will be calculated by adopting the ad valorem method, with the tax rate of 36% for production (import) stage and the tax rate of 11% for wholesale stage.

For details, please refer to the website of the Mainland Government:
http://www.chinatax.gov.cn/chinatax/n360/c5182342/content.html

On 30 June 2023, the Ministry of Finance and the State Taxation Administration issued the Announcement on the Implementation of the Consumption Tax Policy of Certain Refined Oil Products, which includes 17 types of chemical products such as petroleum ether, crude white oil and light white oil etc. in the oil products tax line,further expanding the taxation scope of oil products.

For details, please refer to the website of the Mainland Government:
https://www.chinatax.gov.cn/chinatax/n360/c5206999/content.html

Tax Surcharges

Urban Maintenance and Construction Tax (UMCT), Education Surcharge (ES) and Local Education Surcharge (LES) are calculated according to the actual payment of VAT and CT (hereinafter referred to as “the Two Taxes"), which are filed and paid together. The calculation is based on the actual payment of the Two Taxes multiplied by the tax rates respectively.

There are three levels of UMCT rates imposed by the Beijing Authorities (7%, 5% or 1%) depending on the regions of the taxpayers. ES rate is 3% and LES rate is 2%.

The Law of the People’s Republic of China on Urban Maintenance and Construction Tax (hereunder referred to as “UMCT Law”) was passed at the 21st Session of the 13th National People’s Congress Standing Committee on 11 August 2020. The UMCT Law has been implemented since 1 September 2021.

In particular, the UMCT Law has stipulated that no UMCT will be levied on the VAT and CT arising from importing goods or the entities and individuals outside the territory of the Mainland providing repair and replacement services, other services and intangible assets to the entities and individuals in the Mainland.

On 24 August 2021, the Ministry of Finance and the State Administration of Taxation issued the Announcement on Matters such as the Methods on Determining the Tax Calculation Basis of Urban Maintenance and Construction Tax, which specifies that the calculation of UMCT is based on the actual amount of VAT and CT paid by the taxpayers in accordance with the law ; the basis for the calculation of ES and LES is consistent with the basis for the calculation of UMCT. The Announcement came into effect on 1 September 2021.

In addition, the Ministry of Finance and the State Administration of Taxation issued the Announcement on the Continued Implementation of Preferential Policies for Urban Maintenance and Construction Tax on 26 August 2021, which specifies that the preferential policies such as UMCT reduction and tax exemption have been implemented from 1 January 2019 to 31 December 2025 in order to support and promote the entrepreneurship and employment among key groups.

After the implementation of the Law of the People's Republic of China on Urban Maintenance and Construction Tax, companies should pay attention to the possible changes in practice and communicate with tax authorities in advance to confirm the practice of local operations. In addition, since the calculation of UMCT is based on VAT and CT, and the legislation of VAT and CT are also included in the State Council 2021 Legislative Work Plan, the subsequent regulations on VAT and CT and their collection and management requirements will impact on UMCT. Companies are also advised to keep in view of the progress.

On 9 July 2021, the State Administration of Taxation issued the Announcement on Matters Concerning the Filing Form Consolidation of VAT, CT and Surcharges, and decided that starting from 1 August 2021, carrying out and integrating VAT, CT and tax surcharges forms respectively.

For more details of the UMCT Law, its tax calculation, and preferential policies, please refer to the following websites of the Mainland Government:

1.Law of the People's Republic of China on Urban Maintenance and Construction Tax:
http://www.npc.gov.cn/englishnpc/c23934/202105/3518688c132343319de8c99222b12fc1.shtml

2.Announcement on Matters such as the Methods for Determining the Tax Calculation Basis of Urban Maintenance and Construction Tax (Chinese version only):
http://www.chinatax.gov.cn/chinatax/n365/c5168440/content.html

3.Announcement on Continued Implementation of Preferential Policies for Urban Maintenance and Construction Tax (Chinese version only):
http://szs.mof.gov.cn/zhengcefabu/202108/t20210825_3747862.htm

4.Announcement on Matters Concerning the Collection and Administration of Urban Maintenance and Construction Tax:
http://www.chinatax.gov.cn/chinatax/n365/c5168590/content.html

5.Announcement on Matters Concerning the Filing Form Consolidation of VAT, CT and Surcharges (Chinese version only):
http://www.chinatax.gov.cn/chinatax/n359/c5166427/content.html

Tax Policies for Cross-border E-commerce Retail Imports and Exports

To build a fair market for competition and to promote healthy development of cross-border e-commerce retail imports, the imported commodities from cross-border e-commerce retail (Business to Customer, i.e. B2C) shall be subject to Customs Duty (CD), import-level VAT and CT. The taxpayers shall be the individuals purchasing the imported B2C commodities. The dutiable values of imported commodities shall be their actual transaction prices including the retail prices of the goods and accompanying freight and insurance expenses. E-commerce enterprises, enterprises engaging in e-commerce trading platform or logistics enterprises may act as the withholding agents.

Applicable Tax Treatments

Customs Duties

Consignee of imported goods, consignor of export goods, owner of entry articles are taxpayers of Custom Duties. All goods permitted to be imported into or exported out of and all articles allowed to enter the Mainland shall be subject to payment of Customs Duties unless otherwise specified by the State Council. Customs duties shall be levied in accordance with the Regulations of the People's Republic of China on Import and Export Tariffs, 2017 Revised edition. The tariff items, tariff heading numbers and tariff rates as prescribed in the Customs Import and Export Tariffs of China and the Import Tariff Rates of the People’s Republic of China for Entry Articles are formulated by the State Council.

Customs duties on imported articles and duties collected on behalf of the customs during the import stage shall be combined into import duties, which shall be collected by the Customs in accordance with the law. To comply with relevant World Trade Organisation (WTO) requirements, tariff rates of imported goods have gradually been reduced since 2002. Tariffs on import and export goods shall be collected on an ad valorem basis, on unit tax basis or other methods prescribed by the State. The formula for calculating ad valorem duties is: tax payable = customs value × tariff rate; the formula for calculating on unit tax basis is: tax payable = quantity of goods x unit tax.

With State Council’s approval, starting from 1 July 2018, the preferential rates for the import tariffs for daily consumables, such as skin care products, suits, short boots and diapers, have been reduced according to the Announcement of the Customs Tariff Commission of the State Council on Reducing Import Tariffs on Nondurable Consumer Goods .

For more details of the Announcement, please refer to the website of the Mainland Government (Chinese version only):
http://www.gov.cn/xinwen/2018-06/01/content_5295388.htm

On 27 April 2021, the Tariff Policy Commission of the State Council issued the Announcement on Adjusting Tariffs on Certain Steel Products, which specifies the implementation of zero import provisional tariff rate on pig iron, crude steel, recycled iron and steel raw materials, ferrochrome and other products.

For more details of the Announcement, please refer to the website of the Mainland Government (Chinese version only):
http://gss.mof.gov.cn/gzdt/zhengcefabu/202104/t20210428_3694144.htm

Stamp Duty (SD)

According to the Notice on Reduction or Exemption of Stamp Duty on Business Accounts issued by the Ministry of Finance and the State Administration of Taxation, starting from 1 May 2018, the tax on accounts recording funds shall be levied at half of 0.05% of the total amount of the paid-in capital and capital reserve, and other accounts that have been paid for RMB 5 for each stamp are exempted from SD.

For more details of the Notice on Reduction or Exemption of Stamp Duty on Business Accounts, please refer to the website of the Mainland Government (Chinese version only):
http://www.chinatax.gov.cn/n810341/n810755/c3436361/content.html

On 10 June 2021, the 29th Meeting of the Standing Committee of the 13th National People's Congress passed the Stamp Tax Law of the People's Republic of China (hereinafter referred to as the "Stamp Tax Law"), which came into force on 1 July 2022. The Provisional Rules of the People’s Republic of China on Stamp Duty issued on 6 August 1988 by the State Council was repealed.

According to the "Stamp Tax Law", units and individuals that have written taxable vouchers and conducted securities transactions within the territory of the Mainland are taxpayers of SD and shall pay SD in accordance with the provisions of this law. Units and individuals that submit taxable vouchers for domestic use outside the Mainland shall pay SD in accordance with the provisions of this law.

To ensure the smooth implementation of the Stamp Tax Law of the People's Republic of China, on 12 June 2022, the Ministry of Finance and the State Taxation Administration issued the Announcement on the Policy Implementation Caliber of Certain Matters of Stamp Duty, which clarifies the specific circumstances regarding taxpayers, taxable certificatesthe specific circumstances regarding taxpayers, taxable certificates tax basis, tax refund, tax exemption etc, including the situation that, if the subject matter of the taxable certificate is equity, such equity is the equity of the Chinese resident enterprise; and the basis for calculating the stamp duty on the transfer of the taxpayer's equity should be determined in accordance with the amount listed in the property rights transfer document.

On 27 and 28 June 2022, the State Taxation Administration issued the Notice on the Convergence of Relevant Preferential Policies after the Implementation of the Stamp Act and the Announcement on the Implementation of the Stamp Tax Law of the People's Republic of China and other Related Matters, which further regulated the stamp duty collection and management, and optimized the tax payment service for stamp duty.

On 27 August 2023, the Ministry of Finance and the State Taxation Administration issued the Announcement on Halving the Stamp Duty on Securities Transactions, which stated that the stamp duty on securities transactions will be halved from 28 August 2023 to invigorate the capital market and boost investor confidence.

1.The Stamp Tax Law of the People's Republic of China(Chinese version only):2. The Announcement on the Policy Implementation Caliber of Certain Matters of Stamp Duty (Chinese version only):
https://www.chinatax.gov.cn/chinatax/n367/c5165283/content.html

2.The Announcement on the Policy Implementation Caliber of Certain Matters of Stamp Duty (Chinese version only):
https://www.chinatax.gov.cn/chinatax/n367/c5176914/content.html

3.The Notice on the Convergence of Preferential Policies after the Implementation of the Stamp Act (Chinese version only):
https://www.chinatax.gov.cn/chinatax/n367/c5176915/content.html

4.The Announcement on the Implementation of the Stamp Tax Law of the People's Republic of China and other Related Matters (Chinese version only):
https://www.chinatax.gov.cn/chinatax/n367/c5176919/content.html

5.The Announcement on Halving the Stamp Duty on Securities Transactions (Chinese version only):
https://www.chinatax.gov.cn/chinatax/n367/c5211207/content.html

Deed Tax (DT)

The Deed Tax Law of the People’s Republic of China (hereunder referred to as “DT Law”) was passed at the 21th Session of the 13th National People’s Congress Standing Committee on 11 August 2020. The DT Law has been implemented since 1 September 2021.

According to the DT Law, any transfer of the ownership of the land or housing within the territory of the Mainland by the entities and individuals shall, as taxpayers of the DT, pay the DT in accordance with this Law. The basis for the calculation of DT shall be as follows:

1.For the transfer or sale of a land use right or housing transaction, the basis for the calculation of DT shall be the transaction price determined in the relevant contract on the transfer of ownership of land or housing, including currency and in kind to be delivered as well as money paid corresponding to other economic benefits.

2.For the exchange of land use rights or housing, the basis for the calculation of DT shall be the difference between the prices of the exchanged land use rights or housing.

3.For the donation of a land use right or housing or other transfer of ownership of land or housing without a price, the basis for calculation of DT shall be the price legally checked and ratified by the competent tax authority with reference to the market price for sale of the land use right or housing transaction.

Where the transaction price or the difference between the prices under an exchange declared by a taxpayer is obviously low with no reason, the competent tax authority shall check and ratify it in accordance with the Law of the People's Republic of China on the Administration of Tax Collection.

The DT rates range from 3% to 5%. Specific applicable deed tax rates shall be proposed by the People's Government of each province, autonomous region or municipality directly under the Central Government within the range of tax rates as provided for in the preceding paragraphs, and be reported to the Standing Committee of the People's Congress at the local level for approval, and then be reported to the Standing Committee of the National People's Congress and the State Council for record. Each province, autonomous region or municipality directly under the Central Government may, in line with the procedures prescribed in the preceding paragraphs, determine differential tax rates for the transfer of ownership of housing with different subjects, in different regions and of different types.

To ensure the smooth implementation of the DT law, the Ministry of Finance and the State Administration of Taxation jointly issued the Announcement on the Implementation Standards for Relevant Matters concerning Thoroughly Implementing the Deed Tax Law, specifying the implementation criteria such as tax basis, tax exemption, occurrence of tax imposition, tax certificate, tax information and tax refund, providing policy basis and guidance for taxpayers and junior tax personnel.

The Announcement on Certain Matters concerning Deed Tax Payment Service and Collection Management, which came into effect on 1 September 2021, specifies the applicable tax rate and tax basis applicable for taxpayers. For example, if economic benefits arising from the right of land use and house ownership are transferred by means of price investment (equity participation) and debt repayment, the applicable tax rate and tax basis of DT shall be calculated as if it is the market value for sale. If the right of land use and house ownership are transferred by means of transferal or reward without a market price, the applicable tax rate and tax basis of DT shall be calculated according to land use right or house gift, and the tax basis of DT does not include VAT. At the same time, DT payers shall continue the existing practice before the implementation of the tax law when filing tax returns, and they should also fill in the table of property and behaviour tax sources in details.

Announcement on Issues concerning Continuation of Preferential Policies after the Implementation of the Deed Tax Law has also been implemented since 1 September 2021. The announcement mainly specifies the continuation of the preferential policies for DT, and promulgates two documents, namely the Abolished Deed Tax Preferential Policy Documents and Clause List and the Invalid Deed Tax Preferential Policy Documents and Clause List.

For details of the deed tax law and its collection and management, please refer to the following websites of the Mainland Government (some are Chinese version only):

1.Deed Tax Law:
http://www.npc.gov.cn/englishnpc/c23934/202105/dbebaeae4c3d4d6488791bd659e6b59d.shtml

2.Announcement on Certain Matters concerning Collection and Management of the Implementation of the Deed Tax Law:
http://www.chinatax.gov.cn/chinatax/n375/c5166305/content.html

3.Announcement on Certain Matters Concerning Deed Tax Service and Collection Management:
http://www.chinatax.gov.cn/chinatax/n375/c5168489/content.html

4.Announcement on Issues concerning Continuation of Preferential Policies after the Implementation of the Deed Tax Law:
http://szs.mof.gov.cn/zhengcefabu/202108/t20210830_3749103.htm

Application for Tax Treaty Relief under the Mainland-Hong Kong Tax Arrangement

The Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (hereunder referred to as " Mainland-Hong Kong Tax Arrangement") and its first Protocol came into effect in December 2006. Subsequently, the two parties agreed and signed the second, third, fourth and fifth protocol of the Mainland-Hong Kong Tax Arrangement in June 2008, May 2010, April 2015 and July 2019. According to the Mainland-Hong Kong Tax Arrangement, to enjoy preferential tax treatment of the arrangement, qualified Hong Kong tax residents, who obtained dividends, interests, royalties and/or capital gains from transfer of property from the Mainland China, could apply for pre-approval with the relevant mainland tax authorities for eligibility of preferential tax arrangements. For the Mainland-sourced dividends, interests, royalties and capital gains derived by Hong Kong people who are not eligible for preferential treatment under Mainland-Hong Kong Tax Arrangement, it would be subject to WHT at the standard rate of 10%.

Note: The lower rates would be applicable if the recipient of relevant passive income qualifies necessary requirements, and it is entitled to the preferential tax treatments under the Mainland-Hong Kong Tax Arrangement.

To simplify the implementation of the Mainland-Hong Kong Tax Arrangement, the competent tax authorities of the Mainland and Hong Kong have negotiated and reached an agreement. The Certificate of Hong Kong Tax Resident Status issued by the Hong Kong competent authority to a Hong Kong tax resident for a particular calendar year may serve as proof of its Hong Kong tax residency for that calendar year and the two succeeding calendar years for claiming the benefits under the Mainland-Hong Kong DTA. If there have been any changes resulting in failure to meet any condition of the residency status, the resident would no longer be entitled to the benefits under the Mainland-Hong Kong DTA since the date of the change.

Intellectual property (IP) protection

The major types of intellectual property in the Mainland include trademarks, patents, copyrights, business secrets, geographical indications, etc. In the Mainland, there are relevant laws and regulations including the Trademark Law, the Patent Law, the Copyright Law, the Anti-Unfair Competition Law, etc., which provide for the protection of IP rights, sanction of IP rights infringement and settlement of IP rights disputes.

The Civil Code of the People's Republic of China (hereinafter referred to as the “Civil Code”), which was adopted at the Third Session of the 13th National People's Congress on 28 May 2020, came into force on 1 January 2021. The Civil Code contains 51 articles relating to IP rights. Among them, Article 123 lists the objects of the exclusive rights enjoyed by IP rights holders in the form of a declaration that "The parties to civil legal relations enjoy IP rights in accordance with the law", and establishes the status and role of IP rights in the civil law protection system. In addition, the part that deals with IP rights in the Civil Code also directly provides for punitive damages, makes it clear that trade secrets are an object of IP rights, states the rules of network tort liability of IP rights, specifies that the property rights in IP rights can be pledged, sets out the provisions involving technology clauses in contracts, and stipulates that income arising from IP rights during marriage is the joint property of the couple, etc.

For more details of the Civil Code, please refer to the website of the Mainland government authority:
https://english.www.gov.cn/archive/lawsregulations/202012/31/content_WS5fedad98c6d0f72576943005.html

In order to further enhance the capability and level of IP rights protection of Chinese enterprises, the China National Intellectual Property Administration issued the Guidelines on Intellectual Property Protection of Enterprises on 22 April 2022. The Guidelines elaborate on how enterprises would carry out IP rights protection in various aspects and stages of operation, ranging from strategic planning, human resources, financial management, marketing, product research and development, production and supply chain to legal management, and provide strategic advice to enterprises in respect of IP rights risk prevention and control and efficient dispute handling.

For the details of the Guidelines, please refer to the website of the Mainland government authority (Chinese version only):
https://www.cnipa.gov.cn/art/2022/4/22/art_2431_174919.html

On 10 March 2023, the China National Intellectual Property Administration issued the Guidelines on Intellectual Property Government Service Matters, aiming to promote the application for government services being accepted under the same standard, and to provide government services in a convenient, quick, fair, inclusive, high-quality and efficient manner. The Guidelines contain detailed explanation on the acceptance conditions, document requirements, processing procedures, examination period, examination progress query, supervision and evaluation of various kinds of patent and trademark cases in detail.

For the details of the Guidelines on Intellectual Property Government Service Matters, please refer to the website of the Mainland Government authority (Chinese version only):
https://www.cnipa.gov.cn/art/2023/3/10/art_74_182689.html

Patent Application

A patent application is a must for obtaining a patent. To apply for a patent for an invention, the application is to be filed with the China National Intellectual Property Administration (local IP authorities do not perform the function of examination and granting of patents ). Before filing a patent application, one should first confirm the relevant information including whether the content of the invention is patentable, which type of patent (invention, utility model, design) can be applied for, and whether there is any identical or similar patents applied before (and this can be achieved by conducting a general patent search in the public database of the China National Intellectual Property Administration, or by conducting a professional search through a patent search center). If necessary, one may sign an agency agreement with a professional patent agency to entrust the latter to file patent application, provide the agency with background information about the invention or entrust the agency to conduct patent search, and introduce the content of the invention in details to ensure that the agency has a full understanding. It is worth noting that foreigners, foreign enterprises or other foreign organizations without permanent residence or business establishments in China should entrust patent agencies which are established according to the patent law to handle patent applications and other patent matters in China.

For different types of patents, different supporting documents are required to support the applications. After the examination and approval of the Patent Office of the China National Intellectual Property Administration, the relevant fees shall be paid and the patent certificate will be issued accordingly. The examination time for different types of patents varies, with the examination time for invention patent application in general around three years, utility model patent application around one year, and design patent application around six months.

In order to eliminate abnormal patent applications which are not aimed at innovation protection, and to regulate the order of patent applications, the China National Intellectual Property Administration released the Notice of Continuously and Strictly Regulating Patenting Behaviors on 25 January 2022. The Notice identifies eight measures with a view to continue to combat rigorously abnormal patent application behaviors. These measures include improving the information communication mechanism, strengthening the precise management of patent application behaviors, improving the active verification and reporting mechanism, enhancing the governance of the hierarchy and classification, strengthening the governance of key violations, strengthening the collaborative governance of departments, strengthening the credit supervision in the field of patent application, and strengthening the supervision of patent agency behaviors.

For relevant details, please refer to the website of the Mainland government authority (Chinese version only):
http://www.cnipa.gov.cn/art/2022/1/25/art_75_172922.html

For more information about patent applications in the Mainland, please consult professional agency or visit the website of the Mainland government (Chinese version only):
http://www.cnipa.gov.cn/

For more information about PCT patent applications, please refer to the website of the PCT electronic application web of the Mainland government (Chinese version only):
http://www.pctonline.cnipa.gov.cn/

For details of the application for international registration of The Hague for Designs, please refer to the website of the Mainland government authority (Chinese version only):
https://www.cnipa.gov.cn/art/2022/4/25/art_74_175158.html

Application for Trademark Registration

The application for trademark registration is also a must to obtain the trademark right. Mainland applicants can file trademark applications on their own, or entrust the lawfully established trademark agency to deal with the same. Applicants of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan should entrust the lawfully established trademark agency to file trademark applications. Foreign applicants should also entrust the lawfully established trademark agency to file trademark applications. Trademark registration application should be filed with the China National Intellectual Property Administration, and relevant documents including the application form, trademark design, photocopy of the identity documents (note: a natural person needs to submit photocopy of the business licence of the individually owned stores and photocopy of the operator’s identity card, whereas a legal person needs to submit the business licence) should be submitted.

Trademark applications can be filed either in paper form or online. The China National Intellectual Property Administration will publish the trademark after a preliminary examination, and if no objection is raised within three months after the publication or the objection is not established, the trademark shall be formally registered and protected by law. It takes about a year for a trademark to be registered from the date of filing the application to the time of approval. Trademark renewal application can be filed within 12 months before the expiry date.

For details of the Madrid International Trademark System, please refer to the International Registration Section of the website of the Mainland government (Chinese version only)：
https://sbj.cnipa.gov.cn/sbj/gjzc/

In order to standardise trademark examination and trial procedures and to ensure the uniform application of laws and consistent implementation of standards in all aspects of examination and trial of trademarks, the China National Intellectual Property Administration issued the Trademark Examination and Trial Guide on 2 December 2021, which has come into force on 1 January 2022. The Guide is an important basis for trademark examination and trial, as well as a specific guide for the general public to file trademark registration applications and handle other trademark matters. The China National Intellectual Property Administration provides in the Guide the details about the necessity, the overall policy directive and the considerations for the formulation of the Guide, and the main contents of the Guide.

For more information about the Trademark Examination and Trial Guide, please refer to the website of the Mainland government authority (Chinese version only):
https://www.cnipa.gov.cn/art/2021/12/2/art_66_171840.html

In order to improve the trademark examination system, meet the different needs of market entities and enhance high quality development of the economy and the society, the China National Intellectual Property Administration issued the Measures for Fast-Track Examination of Trademark Registration Applications (for Trial Implementation) on 18 January 2022, which has come into force on the date of issuance. According to the Measures, fast-track examination for trademark registration applications can be requested if the applications fall into any of the following four categories: those applications involving the names of major project, major program, major scientific and technological infrastructure, major event, major exhibition, etc., at the national or provincial level and where there is an urgent need to obtain trademark protection; those applications which are directly related to the response to a particularly major natural disaster, a particularly major accident and disaster, a particularly major public health emergency, a particularly major social security event or other public emergency during the emergency period; those applications which are necessary for promoting the implementation of the outlines for building an intellectual property powerhouse in order to enhance the high quality development of the economy and society; or those applications which are of great and practical significance to safeguard national interest, social and public interest, or reinforce the strategies for major regional development.

For more information about fast-track examination of trademark, please refer to the website of the Mainland government authority (Chinese version only):
https://www.cnipa.gov.cn/art/2022/1/18/art_74_172820.html

On 8 May 2023, the China National Intellectual Property Administration issued the Work Programme on Systematic Treatment of Trademark Malicious Registrations for High-Quality Development (2023-2025), which aims to consolidate the results of the work on combating trademark malicious registrations in recent years, and to strengthen the enforcement against trademark malicious registrations in all fields. The Work Programme also shows the intensity and determination of the China National Intellectual Property Administration in combating trademark malicious registrations.

For details of the Work Programme on Systematic Treatment of Trademark Malicious Registration for High-Quality Development (2023-2025), please refer to the website of the Mainland Government authority (Chinese version only):
https://sbj.cnipa.gov.cn/sbj/zcwj/202305/t20230508_27033.html

Copyright Registration

In general, an author automatically enjoys the copyright of a creative work when the work is completed, and the registration of copyright provides preliminary evidence which will help solve copyright disputes in relation to copyright ownership. In accordance with the relevant provisions of the Trial Measures for Voluntary Registration of Works issued by the National Copyright Administration, authors, other citizens, legal persons or unincorporated entities, as well as owners of exclusive rights and their agents who own the copyright may apply for registration of their works. Applicants who need to register their work can do so offline at the local copyright workstations or service centers, or register online by logging in the copyright service platforms or registration systems of the respective provinces or municipalities.

For details of the Trial Measures for Voluntary Registration of Works, please refer to the website of the Mainland government authority (Chinese version only):
https://www.ncac.gov.cn/chinacopyright/contents/12232/355641.shtml

On 7 May 2022, the China Copyright Protection Center issued the Notice on Online Registration of Works, announcing the implementation of online registration of works with effect from 10 May 2022. It is no longer required to submit or mail hardcopies of application materials to China Copyright Protection Center.

For details of the Notice on Online Registration of Works, please refer to the website of the Mainland Government authority (Chinese version only):
https://www.ccopyright.com.cn/index.php?optionid=998&method=view&optionid=998&auto_id=830

On 25 May 2023, the China Copyright Protection Center issued the Notice on Trial Run of Online Registration of Software Copyrights, announcing the online registration of software copyrights to be implemented on a trial basis starting from 1 June 2023. It is no longer required to submit or mail hardcopies of application materials of to China Copyright Protection Center.

For details of the Notice on Trial Run of Online Registration of Software Copyrights, please refer to the website of the Mainland Government authority (Chinese version only):
https://www.ccopyright.com.cn/index.php?optionid=998&method=view&optionid=998&auto_id=1005

Remedies for IP rights infringement

When an act of infringement on IP rights occurs, the IP rights holder or other affected parties may request an administrative remedy from the relevant administrative authorities (such remedy may include: ordering the infringing party to stop IP rights infringement activities, confiscating and destroying the goods and tools relating to the infringement, and imposing a fine), or file a lawsuit with the People’s Court and the latter may order the infringing party to stop IP rights infringement activities, destroy the goods and tools relating to the counterfeit and infringement and order compensation to the IP rights holder for the losses, eliminate the adverse effects of the infringement and make an apology. In the case of serious IP rights infringement, the infringing party may be held criminally liable in accordance with the law.

For more information about filing application for patent, trademark and copyright in the Mainland, please consult professional organizations or refer to the following websites of the Mainland government authorities:

1.China National Intellectual Property Administration:http://english.cnipa.gov.cn/

2.National Copyright Administration of the People's Republic of China:http://en.ncac.gov.cn/

3.Trademark Office of National Intellectual Property Administration, PRC (Chinese version only): https://sbj.cnipa.gov.cn/sbj/index.html

4.Intellectual Property Protection in China: http://chinaipr.mofcom.gov.cn/