China M&A, private equity and venture capital
Buying a Chinese company, partnering with a Chinese investor or selling to one requires rules that do not exist in Latin America: SAMR merger control, national security review and special rules for state-owned enterprises.
At UB China we combine more than 30 years of M&A experience across four continents with Shanghai-licensed lawyers specialised in corporate law, private equity and venture capital.
How we work
- Structure: share or asset acquisition, capital increase, joint venture or intermediate vehicle, with tax planning.
- Due diligence: legal, corporate, employment, tax, intellectual property and compliance, with China Legal Check.
- Negotiation and contracts: letter of intent, purchase agreement, shareholder agreement, warranties and indemnities.
- Approvals and closing: SAMR filings, national security review, SASAC and registrations.
What you need to know
- Shares or assets: buying shares means inheriting the company’s liabilities; buying assets lets you choose what you acquire, but it is slower and may trigger additional taxes such as VAT.
- Merger control: a deal must be notified to SAMR if it exceeds certain turnover thresholds (for example, RMB 4 billion in China for all parties combined and RMB 800 million each for at least two). It cannot close before clearance: gun-jumping can be fined up to 10% of group turnover.
- National security: investments giving foreign control in sectors such as energy, resources, agriculture, infrastructure or technology may require prior review.
- State-owned enterprises: acquiring state-owned shares or assets requires an appraisal, SASAC approval and, usually, a public listing on a property rights exchange.
- Listed companies: investment is possible through Stock Connect, QFII or strategic investment; crossing 30% triggers CSRC takeover rules.
Private equity and venture capital
We advise funds and investors on funding rounds, entry into and exit from Chinese companies, foreign-invested investment vehicles and multi-jurisdictional structures, and Chinese companies investing in Chile and Latin America.
Frequently asked questions
Can I buy 100% of a Chinese company?
Yes, except in Negative List sectors.
How long does SAMR clearance take?
A 30-day preliminary phase and, if needed, up to 90 plus 60 more days.
Who leads these deals?
Dr. Jaime Ubilla and Shi Wen, both recognised by Chambers and Partners.
Do you deal with the Chinese counterparty in Chinese?
Yes, we negotiate in Chinese, English and Spanish.
Doing business with China? Let us talk.