Canada’s Prime Minister Announces Plan to Relax Foreign Investment Restrictions

Excerpt from North American Free Trade & Investment Report
published by WorldTrade Executive, Inc.

by Kim D. G. Alexander-Cook (Stikeman Elliott LLP)

Prime Minister and Conservative Party Leader Stephen Harper announced on September 12 that his party would seek to lift some of Canada’s restrictions on foreign investment if it is returned as the government in the October 14 federal election.

Currently, Canada’s Investment Canada Act requires review and approval of direct acquisitions of Canadian businesses by non-Canadians where Canadian assets exceed a $295 million (adjusted annually) threshold, with lower thresholds applying to direct and indirect acquisitions of Canadian businesses in four “sensitive sectors” — uranium mining, financial services, transportation services and “cultural” businesses. In addition, Canada has sector-specific legislation and/or foreign ownership restrictions in broadcasting, telecommunications, cultural industries, transportation services and uranium production. As well, the financial services sector is subject to ownership restrictions of general application (but not foreign ownership restrictions).

The Prime Minister announced that a Conservative government would open up the airline and uranium-mining sectors to allow increased foreign investment, "subject to negotiation with our trading partners and to considerations of national security." In particular, airline ownership limits would be raised to 49 per cent from the current 25 per cent, as long as Canadian companies were offered reciprocal rights in other countries.

Only foreign investments of more than $1 billion would be reviewed under the Investment Canada Act, up from the current level of $295 million that applies to direct acquisitions, with the change phased in over a four-year period.

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MANAGING CHANNELS UNDER THE NEW PRC ANTIMONOPOLY LAW

Excerpt from Practical China Tax and Finance Strategies
published by WorldTrade Executive, Inc.

By Lefan Gong, S.J.D. (Zhong Lun Law Firm)

With the new Antimonopoly Law (AML) effective on August 1, 2008, manufacturers, distributors and others are now subject to new rules that may significantly change their existing ways of doing businesses. Some of the automakers in China reportedly have already started making changes to agreements with their dealers to be in full compliance with the new law. Antimonopoly lawsuits were filed just within a few days after the AML took effect, marking a start of a likely new wave of litigation in China against large corporations, trade associations and even government agencies.

In particular, the AML will likely have a profound impact on channel management. For instance, Article 14 the AML prohibits “monopoly agreements” that fix resale prices or specify minimum resale prices. Now a host of questions emerge:

• Can a company use methods other than “agreements” to impose minimum resale prices on its distributors?
• Can a company suggest and advertise minimum retail prices for its products?
• Can it terminate those distributors that fail to obey such “suggested retail prices”?
• Can a franchisor continue to impose price and territorial restrictions on its franchisees?

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Audits in China -How Do They Differ?

Excerpt from Practical China Tax and Finance Strategies
published by WorldTrade Executive

by Tony Upson (Director of Assurance and Advisory at PKF Beijing)


If you are contemplating investing in or trading with a Chinese company or are already doing so, you will want to satisfy yourself about the company’s financial position and results and will no doubt consider the company’s financial statements. Do you know the differences between Chinese audits and financial statements, particularly for private companies, and Western standards?

Here are some items to consider:

Firstly, financial statements for unlisted Chinese companies are not generally on the public record. This is similar to the USA but dissimilar to Europe, where the financial statements of all limited companies are on the public record (in theory, at least). Financial statements of private companies in China have to be prepared for the tax authorities and various other government bodies.

Listed companies have to use modern Chinese accounting standards (Accounting Standards for Business Enterprises or ASBEs), which are similar to International Financial Reporting Standards (IFRS), but private companies often still use the previous system. This form of financial statements is of limited use to a potential investor or other trading partner. Unlike financial statements prepared under IFRS, they are not designed to provide information of use to investors. Areas where differences often exist between financial statements prepared under the old Chinese system and under IFRS include:

• accounting for land use rights as intangible assets rather than operating leases
• doubtful debt provisions based on ageing formulae, rather than realistic appraisal of recoverable amounts
• use of ‘standard’ asset lives and residual values, rather than realistic estimation
• deferral of expenditure such as start-up costs and R & D
• lumping together taxes on income with indirect, sales and other taxes
• deferred tax
• inclusion of the results of subsidiaries in the parent company’s individual accounts

In addition to these differences between the old Chinese rules and IFRS, unaudited financial statements of private companies often do not even comply with the old Chinese rules. Adjustments are only made when financial statements are audited and submitted to the tax bureau. So in Unaudited accounts it is common to find that:

• revenue recognition is on a cash basis rather than an accruals basis
• recognition of costs depends on whether an invoice has been received, not on whether the goods or services have been received.

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