Greater China Updates – August 2021
- The FDI increases in China, despite tensions worldwide
- The FDI enters into China through Cross-border E-Commerce
- The new Stamp Duty Law in China
- Companies in Shanghai will no longer have their Corporate Income Tax based on a general assessment
- Data Security Law (DSL) will take effect on 1 September 2021
- E-contracts for employees in China
The FDI increases in China, despite tensions worldwide
The global pandemic, the financial crisis, and the trade tensions have not stopped China from becoming a leader in attracting foreign investment again. Some of the existing foreign investments in the market are currently struggling. Meanwhile, others and expanding, and thousands of new ones are being established, reaching a new all-time high again. Many of these are non-financial investments and reinvested profits of existing ones. Regarding foreign trade, the half-year of 2021 has been the best performance in history, thanks to its rapid recovery from COVID.
In June alone, there has been an increase of 26% in import-export. China will continuously review the Negative List again for FDI to accelerate the growth, announced on 24 June 2021. The new regulations will optimize the interchange of products to benefit the local market and allow Western goods to be sold in the biggest middle class in the world.
The FDI enters into China through the Cross-border E-Commerce
According to the Ministry of Commerce, China will expand pilot zones to create new competitiveness in foreign trade. Many cities across China have proactively submitted applications to establish pilot zones and compete with their neighbors. As a result, this industry has been expanding faster than expected, and businesses are aware of its potential, creating new opportunities for all agents in the supply chain. There are now more than one hundred cross-border e-commerce pilot zones in China, making cross-border e-commerce a significant driver of the economy.
The new Stamp Duty Law in China
Coming into effect on 1 July 2022, the Stamp Duty Law will replace the prevailing Stamp Duty Provisional Regulations passed by the State Council in 1988. The Stamp Duty Law covers the definition of taxpayers, taxable scope, stamp duty rates, tax basis, and preferential stamp duty treatment. No fundamental changes are made to the current stamp duty system.
One of the key differences is the levy of stamp duty on security transactions, including the transfer of stocks and stock-based depositary receipts traded on stock exchanges and other national securities trading venues.
Companies in Shanghai will no longer have their Corporate Income Tax based on a general assessment; now, it will be based on the audited accounts
The Shanghai Tax Bureau announced a decision which came into effect on 1 August 2021, confirming that the general taxpayers in Shanghai, including sole proprietors and partnerships, would change their current general method to the audit method of their accounts, which would be the base for the collection of the Corporate Income Tax.
The purpose of this decision is to regulate companies which have handled unreliable accounts, which could easily exploit the general method by not reporting profits correctly. However, up to this moment, it is not clear whether this new measure will affect the small-scale taxpayers.
Data Security Law (DSL) will take effect on 1 September 2021
China’s Data Security Las (DSL), published on 10 June 2021, will take effect on 1 September 2021. DSL states the scope and application, data classification protection, data security mechanisms, protection responsibilities, and penalties for violations. However, DSL itself provides only broad and generic terms and descriptions. It is expected that soon the authorities will release more details on the compliance, implementation, and execution of the DSL.
E-contracts for employees in China
Chinese General Office of the Ministry of Human Resources and Social Security (MHRSS) has issued new guidelines concerning electronic employment contracts on 1 July 2021. The key points of this new set of guidelines are as follows:
Contracts should be signed through proper platforms that allow parties to sign the electronic contracts, such as FADADA or Esign.
E-contract signing platforms should be able to verify IDs, affix e-signatures, verify permission, protect data, corroborate the signatory’s confirmation and permission through mobile messages, biometric recognition, and store the confirmation notifications.
The protection, generation, and storage should comply with the relevant laws in PRC.
The employer must inform the employee of the details of the execution of the e-contract. The notification can be done virtually through WeChat, SMS, emails, or any other app. In addition, the employer must inform the employee how to download the contract and remind him to download and store the e-contract. The employees must not be charged by the employer for access and use to such platforms.
Written by the Latin Department, CW CPA
Greater China Updates – July 2021
- The world turns the compass to Asia
- Current and future trends of FDI
- The e-fapiao and the electronic invoice system of China
- Tech companies in China: Will there be a tax for the use of data?
- China to issue more regional bans on cryptocurrencies mining
- Cross-border: SAFE issues more QDII quotas
- Changes in the tax requirements for IP transactions
- Hong Kong is allowing the registration of foreign funds
- Agreement between the Asian Infrastructure Investment Bank and the Department of Justice of Hong Kong
- Hong Kong traveling updates
The world turns the compass to Asia
Insights on China’s economy in the first half-year give us the result that the foreign direct investment increased by 29% year on year, with the high-tech service industry as the number one sector in terms of growth, an astonishing 43%.
Regarding foreign trade, China also experienced one of the biggest rises in history due to the world’s global demand for Chinese products, by 27%. On the digital side, cross-border e-commerce also experienced a solid expansion with an increase of 29% year on year.
Despite the pandemic, Asia has been the only region globally with positive FDI growth currently, and China was the largest recipient of foreign investment in 2020. At the same time, the government took measures immediately to boost domestic consumption and depend less on overseas demand. For the second half of the year, this steady growth will continue at a higher rate than the global average.
Current and future trends of FDI
China will continuously but slowly open up domestic markets that have been restricted for foreign investors. As a result, the negative list will steadily be reduced gradually and allow foreign-invested projects to test the waters in the finance, education, or energies industries. At the same time, some sectors and policies will have to be adjusted to balance income levels and promote domestic consumer spending.
Authorities will adjust policies according to the current situation based on the rest of the world’s economic stability. Therefore, the levels of foreign trade might vary once the countries get stabilized after the pandemic. Data shows China might reach a 6% of GDP growth but with its challenges that still need to be solved, such as the high number of graduates this year and the slightly higher level of unemployment. In addition, due to economic difficulties during the last months, some households are also more budget concerned, and spending is more controlled.
The e-fapiao or electronic invoice system of China
In a constant effort to improve the business environment, the tax bureau of China launched a pilot system to transform their invoicing system into an electronic format. The system intends to implement technology and facilitate daily use for businesses with a high volume of transactions, especially those related to retail and e-commerce. A positive effect of using the electronic system is that the operation cost and time will be reduced. The security will be increased since every invoice will have a unique number that cannot be repeated.
While the program started with a few cities, the scheme has expanded to have nationwide validity. First, it’s important to know the difference between the fapiaos. The general fapiao is non-tax-deductible, while the special VAT fapiao can be used to deduce taxes.
Tech companies in China: Will there be a tax for the use of data?
A recent debate over data management and security has emerged in China with the current news of banning car-hailing giant Didi Chuxing from the local App stores. While most of the world came to a standstill with the Covid-19 pandemic, the digital business in China was one of the sectors that grew the most. Unlike other parts of the world, in China, a few tech companies dominate the online shopping, mobile payments, delivery services, or car-hailing services landscape. With it, they gather important amounts of data from their user base. It has come to the attention of the authorities that the current data law and antimonopoly practices need to address a few points such as data ownership, and how the users can be protected if the data is taxable, etc. Even though this debate it’s in its early stages, we need to be observant of changes to come for the tech industry.
China to issue more regional bans on cryptocurrencies mining
The State Council of Financial Stability and Development Committee released a statement on 21 May 2021, indicating that there will be more strict measures to control the bitcoin mining and trading activities, as part of the efforts to fend off financial risks, other provinces, mining hubs in China’s north and southwest regions, such as Sichuan, Inner Mongolia, and Xinjiang have issued an outright ban on cryptocurrency mining, ownership, and trading. These bans mean that more than 90 percent of China’s bitcoin mining capacity, the world’s biggest Bitcoin mining country, with a total estimated of about 20-30 percent of the world’s Bitcoin computing power, will have to be shut down, at least for the short term.
Simultaneously, the government is on the way to launch its own centralized digital currency, which serves as a sign of the strong determination to curb speculative crypto trading to control financial risks, despite the economic benefits that they might have for local economies, especially those with chronic electricity supply problems.
Cross-border: SAFE issues more QDII quotas
On 1 June 2021, China’s State Administration of Foreign Exchange issued a new qualified domestic institutional investor (QDII) quota for an amount of US$10.3 billion, benefiting 17 financial institutions and facilitating the country’s two-way capital market opening-up. These 17 financial institutions include funds, securities firms, banks, and insurers.
Changes in the tax requirements for IP transactions
On 10 June 2021, the Standing Committee of the People’s Republic of China passed the Stamp Duty Law reform. Effective from 1 July 2022, there will be recent changes in the Stamp Tax Law; this is concerning intellectual property rights. In summary, the changes will apply to certificates (trademark and registration) where the stamp duty of RMB 5 will not be imposed and a diminution of the tax rate charged to IP transactions, such as copyrights and patents, from 0.05% to 0.03%.
Hong Kong is allowing the registration of foreign funds
On 7 July 2021, the motion for the second reading of the 2021 limited partnership fund and business registration legislation (amendment) bill was proposed. As illustrated in the bill, qualified foreign funds could register and run their businesses in the form of open-ended fund companies/ limited partnership funds in Hong Kong.
The bill’s goal was to stimulate foreign investment funds entry to Hong Kong by refining the system for fund re-domiciliation. According to the statistics published on 13 July by the Companies Registry, the number of newly established companies was 56,253, which was 11% higher than the previous period. For non-Hong Kong company registrants, the number was 662.
Agreement between the Asian Infrastructure Investment Bank and the Department of Justice of Hong Kong
On 29 June 2021, the Department of Justice of HKSAR established an agreement with the Asian Infrastructure Investment Bank on a 12-month secondment of its legal officers to the bank’s legal department. Such arrangement is foreseen to deepen local legal officers’ understanding of the operations of international institutions and stimulate knowledge gain from international legal professionals, ultimately benefiting the development of the Hong Kong legal field. Besides, the motion for the second reading of the Sale of Goods (United Nations Convention) bill was put forward on 14 July 2021. The bill introduces the Contracts for the International Sale of Goods, a globally adopted commercial law with 94 contracting states. The bill is intended to solidify Hong Kong’s legal infrastructure and its position for international trade and dispute settlement.
Hong Kong travel updates
From 25 June 2021 onwards, Indonesia is regarded as a Group A1 country, and inbound travelers from Indonesia in Hong Kong are forbidden. A similar arrangement was imposed on the United Kingdom starting from 1 July 2021. The Hong Kong government implemented such measures to prevent the further spread of the Covid-19 Delta variant in the local community. In addition, Russia was classified as Group A2 on 16 July 2021 by the Hong Kong government. When boarding to Hong Kong, travelers who stayed in Group A2 countries within 21 days are required to provide validations on negative polymerase chain reaction-based nucleic acid test results as well as 21-night booking confirmations on specified Hong Kong quarantine hotels.
Written by the Latin Department, CW CPA
Establishing Your E-Commerce Platform in China: ICP Commercial License or ICP Filing?
Anyone establishing a website to provide internet information services in China must know the term “ICP”, short for Internet Content Providers. Yet, not everyone is clear about what type of ICP license is required for the intended business. This article provides a simple explanation.
In China, there are two types of internet information services:
- Commercial Internet Information Services
- Non-commercial Internet Information Services
Commercial Internet Information Services require internet users to pay for the information, while Non-commercial Internet Information Services refer to free access to open and shared information. As a result, different registration procedures will apply depending on the above two types of internet information services. Currently, China mandates an ICP filing system for non-commercial Internet information services and an ICP licensing system for commercial Internet information services.
As an Internet Content Provider (ICP) in China, you must ensure compliance with the relevant regulations in the administration of Internet Information Services and Non-Commercial Internet Information Services. A website that has not obtained an ICP filing or an ICP commercial license is prohibited from providing non-commercial internet information services or commercial internet information services.
Non-commercial Internet Information Services – ICP Filing System
To deploy a website in Mainland China for information purposes, you must apply for an ICP Filing (Bei’An in Chinese) from the Ministry of Industry and Information Technology. By obtaining an ICP Filing, your website will be eligible to be accessed in Mainland China. However, the website cannot be used for generating revenue.
Foreign companies with a registered business entity in mainland China or foreign individuals with a fixed residence in China may apply for an ICP Filing. The prerequisite of obtaining an ICP filing is that the website must be hosted on an instance deployed in Mainland China.
Commercial Internet Information Services – ICP Commercial Licensing System
Any website involving paid services such as online forums or charging the merchant for fees such as platform management fees requires an ICP Commercial License. The common forms of paid services are below:
- E-Business Model
- Charging the platform users such as membership fee
- Charging the platform resident sellers such as technical service fee
- Mixed a) and b) charges
- Information Services Model
- Charging the platform users such as paid reading
- Charging the information service providers such as advertising fee
- Mixed a) and b) charges
According to the license classification of value-added telecommunication business, there are two common categories, B21 and B25 license. For platforms operating online data processing and transaction processing business, i.e., E-business model, a category B21 license is required, for example, JP.com and Taobao.
For information service business providers who run the information services model, they will need to apply for a B25 license. The common forms of information services include:
- Information search services (such as baidu.com)
- Information dissemination platforms (such as 58.com, 51job.com)
- Information community services (such as weibo)
- Real-time interactive information services (such as QQ, WeChat)
- Information protection and processing services (such as internet security, online anti-virus service, encrypt messaging)
Different categories of value-added telecommunications businesses require different license categories and cannot operate beyond the scope of the license. Therefore, if you wish to engage in other telecommunication business categories, applying for a new license for the appropriate category is required; otherwise, you will be fined.
The application for B21 license by e-commerce platforms is commonly referred to as EDI License (Electronic Data Interchange), while the application for B25 license by information service providers is commonly referred to as “ICP” License.
A foreign-invested enterprise in China with 100% foreign capital is able to apply for an EDI License. It means that foreign companies with 100% foreign shares can establish an e-commerce platform in China, providing users with online data processing and transaction processing services through the internet, such as online food ordering platforms, ticket booking systems, B2B exchange of business information. The basic requirements of applying for an EDI License are:
- Having a company established in China with enough funds (a high level of minimum registered capital will apply);
- It has a good track record and operation experience in providing online data processing and transaction processing services.
As for the ICP Commercial License for other internet information services, such as charging the platform users paid reading, advertising fee, forum membership fee, and information publishing fee, it requires that the foreign investors not hold more than 50% of the shares of the business entity in China.
Although it is possible for foreign companies to apply for an EDI License in China, the requirements, processing times, and procedures of the application impose great difficulties once started. Besides, foreign companies must also pay attention to other rules, such as personal data protection, intellectual property protection, e-commerce law, and ensuring it has adequate funds and professional management in the daily operation of the e-commerce business. Therefore, foreign investors are strongly advised to conduct a complete feasibility study to ensure the fulfillment of the conditions.
If you have any further questions, please contact our China FDI Legal Counsel, Phenix Zheng (email@example.com).
Written by Delilah Li, China Consultancy Team, CW CPA
SIAL China 2021: Opportunities and Challenges
The SIAL Network is known to be the world’s largest food innovation network. It is a world benchmark for food industry players, with a live community of more than 365,800 global buyers. Today, SIAL is a global brand present in 50 countries worldwide, with events constantly held in 7 countries.
The SIAL China trade show, as an integral part of the SIAL Network, is co-hosted with China Commerce Development Center (CCDC). The trade show is strategically located in Shanghai and has become Asia’s most important food and beverage exhibition event.
Many foreign companies consider SIAL China a gateway to tap into the Chinese consumer market. Jim Liu, CEO of SIAL China, said that “SIAL China holds an important place on the industry calendar.” Since the launch of SIAL China, the fair has been an excellent platform for food companies to find partners, subcontractors, discover new products, find out about recent trends and the food market developments in China. In 2019, SIAL China attracted 4,300 global and 117,595 professional visitors. There were 17,251 appointments initiated via SIAL’s matchmaking platform.
The success of SIAL China has attracted government departments and business associations worldwide to participate as well. Many countries often organize trade missions and set up government funds to support private businesses to attend SIAL China. These government initiatives take advantage of SIAL China to help small businesses in their international market expansion process. Such is the case of Northwest Hazelnut Company, a small US agribusiness that attended the SIAL China trade show through a program coordinated by the Western United States Agricultural Trade Association. Through SIAL China, the company met with dozens of their buyers and eventually achieved a 5% growth in business with China for that year. ICEX Spain Trade and Investment, a Spanish public institution whose mission is to promote the internationalization of Spanish companies, organizes the Spanish Pavilion in SIAL China each year to promote Spanish products and Spanish cuisine, from olives, olive oil, wine to cheese, pork, fish and juice.
Although SIAL China 2020 was greatly affected by the pandemic, this year’s SIAL China promises to attract more international exhibitors and visitors. However, due to the current travel restrictions, overseas visitors are still unable to travel conveniently. Without the physical presence of many exhibitors, the tradeshow and matchmaking activities must be conducted in a virtual way. The service “Livestreaming visiting SIAL CHINA” launched in the edition of 2020 will be available at the 2021 event. Audiences everywhere in the world can see the display of products, watch the on-site activities, and attend the business matching meetings.
Live streaming, virtual exhibitions, and online matchmaking meetings are becoming increasingly popular. Yet, given these tools, some companies seeking B2B deals are still experiencing difficulties securing new buyers. For one thing, the COVID-19 has left many B2B buyers in China rethinking their trading terms due to the uncertainty and the changing conditions of the marketplace. B2B contract negotiations are increasingly more challenging than before. For another, the rapid development of the cross-border e-commerce environment in China has transformed many B2B businesses from the traditional trading, buy and sell model to a consulting-based business, focusing more on marketing and sales management, brand strategy, and logistics consolidation. Overseas retailers are encouraged to sell to Chinese consumers directly via cross-border e-commerce as the country continues to implement preferential e-commerce policies nationwide.
In China, purchasing good quality branded products online is already a lifestyle. Companies that focus on B2B must start to contemplate the possibility of B2C sales in China. For those SIAL China B2B sellers, e-commerce may seem unattractive. After all, why should they sell their products unit by unit if they can sell at once in bulk? The question may be rhetorical if the sellers do not care about branding and direct access to the final consumers. But for those who do care about building brand awareness, don’t just attend SIAL China looking for buyers. Find a reliable partner that will give you access to the most suitable sales channels and be willing to invest in time and resources to do business and grow together.
Finally, as a side note, CW recently launched a new business division that provides cross-border e-commerce solutions to small and medium-sized firms. The new division is operating under a joint venture MHnCW Limited, partnering with Minihome Media, an omnichannel e-commerce and marketing service provider based in Hong Kong. For more information, please contact our e-commerce project coordinator Delilah Li via firstname.lastname@example.org.
Written by Marant Caballero and Luz Deneb Martínez, Latin Department, CW CPA
Investing in Cross-border E-Commerce in China
- CW is pleased to announce that our firm is launching a new business division which provides cross-border e-commerce solutions to small and medium-sized firms. The new division is operating under a joint venture MHnCW Limited, partnering with Minihome Media, an omnichannel e-commerce and marketing service provider based in Hong Kong.
- Cross-border e-commerce has attracted a great deal of attention from overseas brands and retailers. The following article provides a general overview of how cross-border e-commerce works in China.
Chinese spenders seldom shy away from any opportunity to show off their purchasing power. According to the “China Cross-border E-commerce Market Research Report 2018-2019“, China’s cross-border e-commerce transactions have reached RMB 9.1 trillion in 2018 with over 100 million users. It is later reported that the market‘s transaction volume reached RMB 9.9 trillion in 2019, with a compound annual growth rate of 27%. It is projected to reach RMB 26.8 trillion in 2025, with a compound annual growth rate of 18.1%.
Although the term “cross-border e-commerce“ may be self-explanatory, it has become increasingly sophisticated in the past decades. “E-commerce“ is generally understood as advertising, sale, and distribution of products through electronic means. From consumers’ perspective, while domestic e-commerce offers products available within the country, cross-border e-commerce enables them to purchase products directly from overseas markets.
In recent years, the cross-border e-commerce business in China has attracted a great deal of attention from overseas brands and retailers. In terms of policymaking, China truly stands out in the global arena in fostering cross-border e-commerce. Of course, the country has gone through nearly a decade to formulate and adjust its cross-border e-commerce policies and regulations. It has managed to address many different aspects such as tax, logistics, electronic information, intellectual property rights, and data protection.
Cross-border e-commerce vs. general trade
To understand how “cross-border e-commerce” works in China, one should first distinguish this term from “general trade“.
General trade often refers to the import and export of goods by an entity legally established in China with an import/export permit. The Chinese entity undertakes the obligations as an importer or exporter. When importing goods, the Chinese entity, acting as an importer, must first buy the products from the overseas seller, handle the customs clearance and pay the duties and taxes on CIF price before the products are sold in the China market. After the customs formalities, the products are often sent to a warehouse or physical shops. Under the general trade model, foreign brands and retailers must either find a Chinese importer or set up a Chinese subsidiary to sell in the China market.
With the emergence of cross-border e-commerce, selling to China allows overseas brands to take a more direct approach. They do not need to find a trading partner who is willing to pay for imported products before selling them, nor do they need to apply for a Chinese business license to import on their own. Instead, the overseas company can set up an online shop on any cross-border e-commerce platform, so long as they meet the platform‘s requirements. However, the market seems primarily dominated by only a handful of platforms such as Tmall Global, JD Worldwide, and NetEase Kaola. These large platforms usually prefer working with well-known brands with a good reputation, high-quality products, and sound financial strength. There are other marketplaces that cost lower for SMEs. Some are specialty platforms that offer their specialty in selling to a niche market. Regardless, the intricacy in selling to China through cross-border e-commerce is that placing your products on any platform, big or small, doesn‘t guarantee success at all. New entrants must carefully study the Chinese market, the logistics solutions, the regulatory framework and be vigilant in the cost/benefit analysis before moving forward.
- Logistics models
On the logistics side, the sellers can choose the direct purchase imports model (B2C) or the bonded imports model (B2B2C).
If a direct purchase imports model is chosen, all individual parcels are packed and labeled overseas. The seller will then arrange to deliver the products to China via post or express delivery services. Prior to the arrival of goods in China, three documents must be sent to the customs network electronically: the online order, the payment transaction, and the logistics order. The package is then cleared if the information pertained in the three documents all match with each other. Finally, the local express company will handle the last-mile delivery to the buyer.
Under the bonded imports model, the sellers will first stock their products in a special customs supervision area (such as a bonded warehouse) in China without payment of duties. Upon confirming an order online, the products are picked, packed, labeled, and shipped to the buyer. Compared to the direct purchase imports model, the bonded imports model provides a quicker response in the logistics process. For one thing, the products are already located in China before the buyer places an order. For another, as China continues to extend the geographic coverage of the pilot scheme for cross-border e-commerce retail imports, more and more cities will ramp up efforts to enhance its capability and efficiency in handling cross-border e-commerce retail imports.
It’s also important to note that cross-border e-commerce is not applicable to all commodities. In 2016, China introduced the first version of the “List of Imported Commodities for Retail in Cross-Border E-Commerce”, which is widely known as the “Positive List“. The list provides transparency and guidance on items allowed to be imported into China through cross-border e-commerce. It was later updated respectively in 2018 and 2019, covering a total of 1,413 items that are in great demand by Chinese consumers.
- Payments,duties, and taxes
Another key difference between cross-border e-commerce and general trade is the payment of duties and taxes. Importing goods to China generally involves import tariffs, value-added tax (VAT), and consumption tax. General trade requires the importer to pay for the import tariff, VAT, and consumption tax during import. Under the cross-border e-commerce scheme, the consumers are the taxpayers. When an individual customer places an order online, the e-commerce platform will calculate the applicable duties, taxes, and logistics costs. The customer then pays the total amount via an e-payment system which can be integrated into the e-commerce platform.
China imposes single and annual transaction limits per person under the cross-border e-commerce scheme. Currently, the tariff-free quota on a single transaction is RMB 5,000, and the annual quota per person is RMB 26,000. Under these limits, even though the import tariff is set at 0%, the VAT and consumption tax are levied at 70% of the standard rate applicable to the type of goods, which is generally referred to as “cross-border e-commerce integrated tax“. Online shoppers who have not exceeded their single and annual transaction quota are subject to an integrated tax rate of 9.1% for most products. For high-end cosmetics, the integrated tax rate is 23.5%. Over these limits, the consumers will need to pay full import tariff, VAT, and consumption tax. Considering that the integrated tax is added to the e-commerce retail price, overseas sellers should be careful in their pricing strategy.
Selling to China via cross-border e-commerce is indeed an attractive business model for many overseas brands. Yet, it is not without challenges, such as trademark infringements, identity fraud, payment fraud, and counterfeit goods. China is determined to address these issues and even introduced the E-Commerce Law in early 2019.
Under the new law, consumers who buy fake goods through cross-border e-commerce can hold direct accountability to either the overseas seller or the platform. As the platform needs to bear joint and several liabilities, the sites must carefully review and supervise the merchants and products to avoid liability for compensation caused by counterfeit goods. Furthermore, new policies on safety, taxation, logistics, after-sales, and other aspects of imported goods are brought upon to ensure strictly following of rules, protecting consumers‘ rights and interests.
Notable platforms and online marketplaces for cross-border e-commerce
After implementing the E-Commerce Law, the China market has been more welcoming to foreign companies that wish to sell cross-border. With improved standards and structure over the sector, e-commerce continues to be a competitive market ground for brands to sell in China. Here are a few notable platforms and online marketplaces:
- TmallGlobal tmall.hk – This is the sister website of Tmall.com and is currently the largest cross-border B2C platform, owned by Alibaba Group.
- JD Worldwidejd.hk – This is the cross-border platform of jd.com. JD is known to be a major competitor of Tmall.
- NeteaseKaola kaola.com -NetEase Kaola, launched by NetEase in 2015, is one of the market leaders in the CBEC sector. On 5 September, Alibaba announced to fully acquire NetEase‘s cross-border e-commerce (CBEC) platform NetEase Kaola for about US$2 billion.
- Xiaohungshu小紅書or Little Red Book xiaohongshu.com – Xiaohungshu is a fast up-comer in China‘s cross–border e-commerce business. Over 70% of the users as post-90s. The site focuses on the use of media in promoting various areas in lifestyle, such as beauty, travel, food, and entertainment.
- Ymatouymatou.com – Ymatou was founded in 2009 in Shanghai, focusing on high-quality foreign products and discounted sales.
The global consumption habits under the pandemic has increased users’ demand and transactions in high-quality cross–border e-commerce. With the favorable substantive policies successively promulgated in China, cross–border e-commerce is forecasted to enter a new stage of development and growth. In no time, China will become the world’s largest and fastest-growing market for cross–border e-commerce.
On a final note, CW is pleased to announce that our firm is launching a new business division focusing on providing cross-border e-commerce solutions to small and medium–sized firms. The new division is under the operation of a joint venture, MHnCW Limited, partnering with Minihome Media, an omnichannel e-commerce and marketing service provider based in Hong Kong.
If you are interested in joining our platform, please contact our Delilah Li via email@example.com.
Written by Delilah Li, China Consultancy Team, CW CPA
Your Step-by-Step Guide to Set Up a Company in Shenzhen
Table of contents
- Market Access
- Organizational form
- Company name
- Business Scope
- Working capital or registered capital
- Corporate certificates
- Management personnel
- Business License
- Bank accounts
- Tax Bureau
- Tax registration
- Social Security
- Industry specific licenses
- Work permits
The year 2020 marks the 40th anniversary of the establishment of Shenzhen Special Economic Zone. The city’s GDP has grown from $196 million RMB to $2.6 trillion RMB in 40 years, a nearly 14,000-fold increase, and it has been hailed as China’s version of Silicon Valley.
On 8 December 2020, the Shenzhen government held a Global Promotion Investment Conference, which attracted about 300 local and international enterprises, including the world’s top 500 enterprises such as Qualcomm, Nvidia and Microsoft, China’s top 500 enterprises, and foreign consulates in China.
According to the official statistics, from January to October 2020, the actual size of foreign investment in Shenzhen was US$ 7.055 billion, with a cumulative US$ 120.5 billion of total amount, higher than the national average. As of the end of October 2020, Shenzhen has approved 96,000 foreign direct investment projects in the calendar year.
For foreign companies and individuals considering where to set up your business in China, Shenzhen might offer a great deal of attractiveness as a gateway to the Chinese market:
- Shenzhen borders Hong Kong and is a transport hub in the Belt and Road Initiative and Asia-Pacific. Shenzhen is within an arm’s reach of the most developed market in the world – Hong Kong. Within a one-hour drive from Shenzhen, you can procure any main parts or accessories for any industry.
- Shenzhen is a leading hub in electronic information, internet, biology,and new energy industries. It has given birth to many high-tech companies such as Huawei, ZTE, Tencent, BYD, and DJI.
- More than 90% of Shenzhen’s population are of working age. The average age of citizens is around 33 years old.
- Shenzhen is the city with the deepest level of “market economy”in China, there are more than 3.2 million commercial entities. Both the total number and density of commercial entities rank first in the country.
The Shenzhen government is one of China’s most efficient governments, overturning the common perception that setting up a company in China takes months to complete. In this article, we provide you with a checklist for starting a business here.
A Checklist for Starting a Business in Shenzhen
- Assess the market access feasibility
Regardless of the business idea in mind, the first step before considering doing business in China is to check whether such business activity is allowed for foreign investment by the Chinese government.
China has adopted a “Negative List” system to guide FDI flows into the open sectors following its economic agenda. The Negative List points out the industries and sectors that are not allowed. If your industry is not on the Negative List, your project can go through a record-filing procedure without being asked for pre-approval.
Furthermore, you will also need to check the Market Access Negative List, which applies to all domestic and foreign companies in China. This List serves as a guideline to the license requirements for those regulated industries.
- Choose a district and find a physical office
Shenzhen is administered by the provincial government and is a sub-provincial class city with independent planning status. There are 11 administrative districts: Futian, Luohu, Yantian, Nanshan, Bao’an, Longgang, Longhua, Pingshan, Guangming, Dapeng New District, and Shenshan Special Cooperation Zone. Furthermore, the city is home to the Shenzhen Qianhai Shekou Free Trade Zone, which benefits companies that fall under a list of encouraged industries.
Key factors to consider when choosing a district are proximity to key customers, key suppliers, access to talents, operation costs, access to applicable incentives, etc.
The Commerce Bureau of Shenzhen Municipality publishes and updates reference data on some major operating costs such as water, electricity, office space, and salary standards. Further information on the website: http://invest.commerce.sz.gov.cn/INVEST/LEAP/NSSWEN/html/investServices.html?type=0204
There is also a webpage where you can navigate an administrative division map of Shenzhen: http://invest.commerce.sz.gov.cn/INVEST/LEAP/NSSWEN/html/overviewCity.html
- Decide on your business structure and organizational form
Since the Foreign Investment Law and its Implementation Regulations came into force on the 1st of January 2020, the three laws and their implementing rules (collectively Three FIE Laws) governing the establishment of Sino-foreign equity joint ventures, Sino-foreign co-operative joint ventures, and wholly foreign-owned enterprises and their operations in China have been repealed simultaneously.
Generally, you will be choosing from a list of 3 options in terms of the organization form of your business:
- Choose a business name
Most company registration processes start with getting your company name approved. While you can register an English name for the company, only the Chinese name is legally binding, and it follows a specific structure. Whatever your trade (brand) name is, the Chinese name should also include the type of business and the registered location, followed by the organization form at the end.
- Define your business scope
Business scope is a list of business activities that your China company can conduct in China. Generally, you can only issue Chinese tax invoices in the name of those activities already approved in the business scope. It is essential to make your business scope as precise as possible to avoid any wrong classification of the company’s industry. The registration authority (Administration of Market Regulation, or AMR) often plays a strong emphasis on following the standard expression of the business scope according to the “Classification of Industries of National Economy”.
It should be noted that even though your business scope is approved during the company registration process, you are required to observe any industry licensing requirements before you officially operate the business. Relevant descriptions may be included in the business scope at the time of establishment with AMR, but certain business activities must first be approved by the relevant industry departments. For example, although “selling food” can be included in the business scope freely, but before engaging in the business activities of selling food, approval documents such as “Food business License” must be obtained.
- Project the working capital you need
Since 2014, China has implemented the “Registered Capital Subscription Registration System”. Shareholders of the company may independently agree on the amount of capital contribution, the method and timing of capital injection, which shall be defined in the Articles of Association of the company. Although the minimum registered capital requirement was cancelled, shareholders should still consider capital contribution plan carefully.
AMR typically evaluates whether the registered capital subscribed is enough to cover the working capital needed to start the business and maintain it for the next 13 months. Suppose the shareholders appear to use a small capital to run a business that is obviously beyond the capital capacity. In that case, it may raise doubts whether the shareholders are transferring the investment risk to the creditor by maliciously taking advantage of the company’s independent personality and the limited liability of shareholders. In this regard, your business model’s financial analysis and cash flow planning are instrumental in determining how much working capital you need until your China company becomes self-sustainable. As a result, the amount of working capital you work out in the financial planning is an excellent reference to the amount of registered capital you should subscribe.
In case you consider making a capital contribution in-kind such as intellectual property, land use rights, and other non-cash properties, they must be evaluated and verified by a licensed PRC appraiser and transferred legally.
- Prepare notarized and certified corporate certificates of the parent company
Among the set of application documents required to register a company in China, notarized and certified corporate certificates of the parent company are usually a time-consuming item to prepare. The FIE investor must provide documents to prove that the investor, be it a natural person or a corporate person, legitimately exists. If the investor is a natural foreign person, some districts of Shenzhen might require the presence of the investor and to verify his/her identify when the application documents are presented physically to the local AMR office. If the investor is a corporate person, the corporate certificates must be notarized by a public notary, certified by the Chinese Consulate/Embassy, and translated by a certified translation company before they can be recognized in China. The process of notarization and certification may vary depending on the country or region. From a registration perspective, many investors use a Hong Kong Company to invest in mainland China to save time since the certificates of a Hong Kong company are bilingual in Chinese and English, and they only need to be verified by a China-Appointed Attesting Officer.
- Identify your management personnel
Article 31 of the Foreign Investment Law stipulates that the organizational form, organizational structure, and activity criteria of foreign-invested enterprises shall be governed by the Company Law, the Partnership Law of the People’s Republic of China, and other laws. Therefore, the organizational structure of foreign-invested limited liability companies and joint-stock limited companies should be established and registered in accordance with the relevant provisions of the Company Law. The applicable requirements of the Legal Representative, Directors, Supervisors, and other senior management positions are as follows:
Despite that there are no residence or citizenship requirements for the Legal Representative, a person must not assume the position of a legal representative if he/she falls under any of the following categories:
- the person has no or only limited capacity for civil acts;
- the person is currently subject to criminal punishment or criminal enforcement measures;
- the person is currently the subject of an arrest warrant issued by a public security or state security organ;
- the person was subject to criminal punishment due to an offence involving corruption and bribery, violation of property or disruption to the order of the socialist market economy and it is less than five (5) years since the expiry of the term of enforcement; the party was subject to criminal punishment due to another type of offence and it is less than three (3) years since the expiry of the term of enforcement; or the party was deprived of its political rights because of an offence and it is less than five (5) years since the expiry of the term of enforcement;
- the person held the position of legal representative, director or manager of an enterprise which has undergone bankruptcy and liquidation as the result of unsound management and the party was held personally liable for the bankruptcy of the enterprise and it is less than three (3) years since the conclusion of the bankruptcy and liquidation proceedings;
- the person held the position of legal representative of an enterprise whose business license was revoked due to a violation of the law and the party was held personally liable for the unlawful actions of the enterprise and it is less than three (3) years since the business license was revoked;
- the person has a relatively large amount of personal debt which it failed to pay when due; or
- other circumstances stipulated in laws and the State Council regulations where a party must assume the position of a legal representative.
- Filing with Administration of Market Regulation and obtain the business license & company chops
In Shenzhen, the company registration application can be initiated online at the government’s e-service platform. As a first step, you must first pre-register the company name. If the name is available to register, you will be directed to an online form that you are required to complete. After submitting the online information, you can then make an appointment with the local Administration of Market Supervision to submit the originals of the application materials, which generally include all the signed forms, original notarized and certified corporate certificates of the foreign investor, the China company’s Articles of Association, the appointment letters of Legal Representative, Director(s), Supervisor(s). If the documents are in good order, the business license can be issued and printed on the spot. After you obtain the business license, you can then go to the Public Security Bureau to carve company chops. A complete set of mandatory company seals include the company’s official seal, finance seal, invoice seal, and the personal seal for the Legal Representative.
- Opening the RMB basic account and the capital account
An FIE usually needs, at minimum, two types of bank accounts: the Capital Account and the RMB Basic Account. Before the Capital Account can be set up, an FIE needs to go through Foreign Direct Investment Registration with the State Administration of Foreign Exchange (SAFE). However, the FIE does not need to contact SAFE directly for such registration. Since 2015, SAFE has already delegated its registration authority to the banks. That said, when an FIE applies for a Capital Account with an authorized bank, the bank will collect relevant information from the FIE and submit it to SAFE to get its approval.
In addition to the Capital Account, an FIE is also required to open an RMB Basic Account to pay salaries, taxes, and contribute social security premium to their employees. Since only the RMB Basic Account can handle cash withdrawal, it is generally opened in a bank branch near the office of the FIE to facilitate the daily business. Depending on your business needs, you may also wish to open a Foreign Exchange General Account to facilitate foreign currency transactions.
- Legal Representative and Financial Controller‘s real name authentication with the Tax Bureau
In Shenzhen, for the newly set up FIE, the Legal Representative, the Finance Person-in-charge, Tax operator/handler must all go through an identity verification process with the tax bureau called “Real Name Authentication Registration”. While local personnel can do the Real-Name Authentication Registration online, foreign personnel must appear in person at the tax bureau. The tax officer will register their identity document, contact number, and facial information.
- Company Tax Registration at the Tax Bureau
In principle, an FIE must go through tax registration within 30 days after receiving its business license. After the tax registration, regardless of whether there is tax payable, the FIE must file tax returns within each tax period (monthly or quarterly).
- Social Security and Housing Fund Registration
You must also observe the deadline to register with the local social security agency and the housing provident fund management center. Typically, it is expected that a newly set up company registers the social security and housing provident fund contribution within 30 days from the date of its establishment.
- Apply for the industry licenses required before you start operating
If the FIE’s business scope involves activities that require other industry department’s approval, you should continue to go through the approval procedures with the relevant industry department before you conduct the activities. For example, import/export permit, food-operating license etc.
- Apply for work permits and residence permits for foreign expatriates or employees working in China
If you intend to employ foreign nationals working in China, you must apply for both the work permits and resident permits for these foreign individuals. With the nationwide implementation of the “Permit System for Foreigners Working in China” in 2017, the standards and procedures have been unified across the country. However, before you make an offer to any candidate, make sure the candidate meets these basic requirements:
- The company is established following the law with no severe breach of law and credibility records;
- The positions taken up by foreigners should be those with special needs,and there is a temporary shortage of suitable candidates in China;
- The wages and salaries of the candidates shall not be lower than the local minimum wage standards.
- At least 18 years old and in good health;
- Has no criminal record;
- Possesses the professional skills or appropriate knowledge level necessary for the work.
In 2017, China established classification criteria for foreigners working in China, which adopts a comprehensive application of i) a score points system, ii) a guidance catalog of foreigners working in China and, iii) a labor market quota management system. Under this mechanism, foreigners are classified into three types, Type A (High-level Talents), Type B (Professional Talents), and Type C (Common Applicants). As there is no simple definition for Type A, Type B, and Type C, it’s recommended to talk to an experienced China visa agent. Upon reviewing the candidate’s qualification, the agent should be able to tell you the type of applicant as well as the success rate.
- Annual and ongoing requirements
After carefully planning and implementing the steps above, you are now ready to start your business in Shenzhen. Our last piece of advice is to pay attention to the ongoing compliance requirements, such as accounting requirements, tax filing deadlines, annual audits, and annual reporting to government agencies.
Indeed, most start-up businesses need to focus on business and commercial development rather than government filings. The most straightforward solution is to find a reliable firm to which you can outsource the financial function. In looking for a service provider, besides comparing the scope of services and their fees, you might want to find out:
- Whether the accounting team engaged consists of qualified and licensed CPA professionals;
- Whether the accountant assigned to your case can communicate in English directly;
- Whether the senior management or the Engaging Partner of the firm is reachable to deal with any high-level issues occasionally;
- Professional and work ethics of the firm.
As a Hong Kong-based CPA firm with our wholly-owned subsidiaries in Shenzhen, Guangzhou, and Shanghai, CW has accumulated years of experience serving foreign companies operating in Greater China.
If you wish to know more about setting up a business in Shenzhen, please do not hesitate to contact our Phenix Zheng at firstname.lastname@example.org.
Written by China Consultancy Team, CW CPA
The recent outbreak of COVID-19 has severely disrupted our daily lives and business operations. As of 19 July 2020, the total confirmed cases in Hong Kong has reached over 1,800. To minimize transmission of imported cases, a mandatory 14-day quarantine for persons entering Hong Kong was implemented on 8 February 2020. Under the travel restrictions, multinational companies requiring routine travelling have been forced to suspend business trips, changing their work patterns.
Recently, the Government of Hong Kong SAR announced that Hong Kong enterprises with manufacturing operations in the Mainland can apply for exemption from the compulsory quarantine arrangement. Under the amended section 4(1)(b) of Cap. 599C, the Chief Secretary for Administration has exempted the following category of persons from the compulsory quarantine arrangement with effect from 4 May 2020 –
(a) either the owner of a Hong Kong enterprise with a valid business registration certificate issued under the Business Registration Ordinance (Cap. 310) and with manufacturing operations in the Mainland, and up to one personnel employed and so authorized by the enterprise; or
(b) up to two personnel employed and so authorized by such an enterprise as described in (a).
Upon successful application, the exempted person may travel to and stay in the city where the Mainland factory of the enterprise’s manufacturing operations is located, for supporting the operation and business of the factory. When returning to Hong Kong, the person is exempted from the 14-day quarantine, but will be subjected to medical surveillance arranged by the Department of Health during his/her stay in Hong Kong, and will be required to wear masks and check body temperature daily, as well as to report to the Department of Health on any discomfort.
The above arrangement would allow flexibility for Hong Kong companies to send personnel to designated Chinese cities and support their manufacturing operations. The personnel are not subject to mandatory quarantine in Hong Kong when they return from their business trip. However, they may still be subject to local quarantine requirements in mainland China when they travel outbound from Hong Kong.
What CW can do for you:
CW can assist our clients with the application of the above-mentioned exemption including
- analyzing the application criteria, and
- preparing and submitting the application.
Written by Toby Wong, China Consultancy Team, CW CPA
Six months after the human-to-human transmission of the COVID-19 virus was confirmed, economic recovery has begun in countries in the Asia Pacific region. As of today, most of the economies in this region have emerged from confinement and commercial activities have been gradually resumed. Thanks to their previous experience with SARS, these countries appear to have managed to control health crisis in a short period of time. Just a few weeks ago, the first online edition of the Canton Fair was held, meanwhile several countries are exploring the possibility of opening “travel bubbles” to allow the traffic of businessmen and tourists.
In the case of Mexico and other countries of the American continent, the peaks of the epidemic are barely being reached, so it will take at least another three months to significantly reduce the number of infections. Therefore, it is very likely that for the rest of 2020, travel restrictions will continue to be
imposed, and it is practically impossible to make trips abroad to participate in specialized events and business meetings.
Despite the fact that technology has played a key role during confinement, many aspects of business cannot be carried out through a computer. Facing this new reality, commercial representatives have become an important ally in an international business strategy.
WHAT DO COMMERCIAL REPRESENTATIVES DO?
As the name indicates, a commercial representative represents a company, public entity or an individual who hires him/her, to carry out tasks of marketing and promotion of products or services. One of the major requirements for being a commercial representative is that in addition to having interest in the country that the company locates, he/her must have necessary skills for efficient communication at the local level, that is, a broad knowledge of the language and business culture.
Job duties carried out by a commercial representative include direct contact with the company’s clients or suppliers, contact with potential clients, representation in negotiations, presentations at specialized events, participation in trade fairs, and identification of business opportunities.
WHAT ARE THE ADVANTAGES OF HAVING A COMMERCIAL REPRESENTATIVE?
In addition to the significant reduction in travelling cost, a commercial representative can carry out sales activities, promotion of the brand, identification of potential clients, participation in specialized fairs, informal and formal meetings, and mapping of trends in our sector. This allows the
company to save time and resources, which should otherwise be taken from other areas of the company.
Cities like Hong Kong offer an ideal business environment to establish a Commercial Representation. On one hand, it is possible to establish a company without having a physical presence in the city, in addition to the fact that the tax system allows us to carry out purchase and sale operations through our company with a minimum of taxes. On the other hand, Hong Kong has a privileged location in Asia, from here you can travel to the entire continent, and is the center of a large number of international corporate and specialized trade fairs, allowing a significant reach of clients.
WHAT ARE THE MAIN ASPECTS TO CONSIDER WHEN RECRUITING A COMMERCIAL REPRESENTATIVE?
In addition to his/her knowledge and experience at a local level, it is important that the Representative knows the services and products in detail, so that he can offer the best solution to our clients.
On the other hand, it is very important to sign a collaboration agreement specifying the needs of our business, the economic terms of representation, confidentiality and the intellectual property clause, to ensure that our project and clients are in good hands.
As of today, no country has an exact date of returning to “normalcy”. In fact, various analyses indicate that the world will continue to face the waves of COVID-19 during the rest of 2020 and 2021. Now more than ever, it is necessary to rethink our internationalization strategies, identifying actions that represent lower costs and better results. Therefore, a commercial representative / commercial representation can offer a short- and medium-term solution for our internationalization projects.
IF YOU WOULD LIKE TO KNOW MORE ABOUT COMMERCIAL REPRESENTATION SERVICES IN ASIA, DO NOT HESITATE TO CONTACT US.
Written by Susana Muñoz Enríquez, Managing Director in GBA LatAm Trade and Investment Advisors
Among 108 global cities, Shenzhen was ranked 11th in the Global Financial Centers Index (GFCI) 27 Report published by the Z/Yen from the United Kingdom and the China Development Institute from Shenzhen.
The index evaluates thoroughly and ranks the world’s major financial centers in terms of business environment, human resources, infrastructure, development level and reputation.
As mainland China’s first-tier cities, Beijing, Shanghai, Shenzhen and Guangzhou have entered the top 20 in the world. Shenzhen came first among mainland Chinese cities in the Greater Bay Area and has played its special role. Shenzhen is expected to be a marketplace for innovation capital, with its advantages concentrated in the capital market, innovation investment and the service provision for the “Belt and Road”.
In additional, the GFCI questionnaire revealed that, Shenzhen was the 6th most mentioned city in terms of prospects over the next two to three years and was considered the 6th most competitive location for fostering a FinTech industry.
Written by Toby Wong, China Consultancy Team, CW CPA
In an unprecedented fashion, Shenzhen is currently striving to become a world-class new-type smart-city benchmark by increasing digitalization in social governance. In 2019, Shenzhen was ranked first among Chinese cities in terms of smart city development, according to the Information Research Center of the Chinese Academy of Social Sciences. It superseded the others, such as Hangzhou, Shanghai, Beijing and Guangzhou, with flying colours, having earned a comprehensive score of 77.4 points and been awarded a prize for taking the lead in smart city construction. How did Shenzhen achieve such a result?
The Shenzhen government has invested substantial resources to upgrade its smart city and digital government construction. In order to achieve this goal, Shenzhen is learning from other world-class cities to form a sound data management and security system, rapidly expanding the use of applications of big data, artificial intelligence, 5G and blockchain, and opening a new space in the digital world by promoting the integration of technologies, data and businesses across regions, systems, departments and industries.
With great determination and ambition, Shenzhen has been ready to face the challenges and opportunities of the digital era. Shenzhen plans to develop a new type of smart city operation and management system that is comprised of one city center, 11 district centers and numerous industrial centers. The Shenzhen Municipal People’s Government has also implemented a one-stop system that automatically reviews the applicants’ information of service items and approves their applications.
Regarding the livelihood, the information on personal documents, such as identity documents, driver’s licenses, social insurance, library and bank cards, will be integrated into one single account, through which residents can enjoy different types of services via fingerprint, facial recognition, identity card number or phone number. All such services will be consolidated on an official app.
Written by Toby Wong, China Consultancy Team, CW CPA