JAMES D BROWN DIRECTOR, MURGITROYD JOHN MCLEOD PARTNER, MAZARS

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1 JAMES D BROWN DIRECTOR, MURGITROYD JAMES.BROWN@MURGITROYD.COM JOHN MCLEOD PARTNER, MAZARS JOHN.MCLEOD@MAZARS.CO.UK JAMIE WATT PARTNER, HARPER MACLEOD JAMIE.WATT@HARPERMACLEOD.COM JAMES BRODIE DIRECTOR SCOTLAND, CBBC JAMES.BRODIE@CBBC.ORG

2 EXPANDING THROUGH CHINA: TOP TIPS FOR SUCCESS JAMES D BROWN DIRECTOR - PATENTS UK AND EUROPEAN PATENT ATTORNEY

3 PRESENTATION STRUCTURE IP issues when trading in China IP issues to consider when gaining backing from Chinese investors

4 IP ISSUES WHEN TRADING IN CHINA PART I IP Protection and Enforcement

5 IP ISSUES WHEN TRADING IN CHINA PART 2 Dispelling Some Myths Chinese IP laws are unsophisticated, so protecting IP in China is a waste of time and money China s IP laws have been modelled on the German/European system and are very comprehensive IP rights in China are of poor quality Patents issued to foreigners are handled by most experienced Examiners and quality has definitely improved, particularly over the last 5 years.

6 IP ISSUES WHEN TRADING IN CHINA PART 2 Dispelling Some Myths (cont d) My technology will be stolen, copied and sold cheaply, possibly by my Chinese partner. Many companies in China are skilled and prolific counterfeiters correct There is nothing you can do about it wrong Laws and enforcement mechanisms favour domestic interests Supreme Courts in larger cities are handing down sophisticated judgments - EU judges providing training German bus manufacturer was awarded $3M damages and an injunction against Chinese infringer in 2009 Consistency of judgments outside major cities is a recognised problem. 60% of judges have no IP training. This is being addressed Foreign businesses cannot succeed in litigation in China 90% foreign companies litigating in China win their case compared to, e.g % for foreign companies litigating in US; and at much lower cost

7 ADAPTING YOUR IP STRATEGY Manufacturing Sourcing of parts and components Selling your technology in China R&D Partnering with Chinese companies either in China or at home All demand knowledge of local IP environment and a suitably tailored IP strategy.

8 DIFFERENT IP STRATEGY FOR CHINA? What if UK/Western company doesn t have much/any CN Patent protection? Consider utility model applications to cover minor improvements/changes made to products Protect not just English brand names but CN transliterations too Remember design patents to protect the shape/appearance of new products

9 CHINA - TRADE MARKS First-to-file system applying to register is very important as China grants vast majority of trade mark rights on first to register not use Plan ahead - get rights on file as soon as possible Register yourselves don t leave it to local agent

10 TRANSLITERATION OF TRADE MARK

11 TRANSLITERATION OF TRADE MARK - 2 Coca Cola = Ke Kou Ke Le which means allowing the mouth to rejoice. Pepsi Cola = Bai Shi Ke Le which means everything makes you happy.

12 SUMMARY Chinese IP laws are well established and comprehensive Enforcement problems are recognised and will improve over time Remember: an Invention Patent has a 20 year term and IP environment is sure to improve markedly within that period and Trade Marks can last indefinitely Utility Models and Registered Designs File your Trade Marks early Give careful consideration to Transliterations

13 WHAT ARE CHINESE INVESTORS LOOKING FOR? A strong business plan with realistic assumptions. Financial forecasts that support the business plan. A management team in which investors should have confidence. What is the likely exit route for investors? Specialist knowledge or contacts in European market Technological synergies or relevance to Chinese market

14 THANKS TO THE AUDIENCE!

15 Doing business in china Some accountants thoughts from Mazars

16 Mazars in China 14 offices 83 partners 1,800 staff A fully integrated division of the Mazars international partnership Specialist China Desk at London office to facilitate introductions

17 Doing Business in China Some accountants thoughts from Mazars 1 Setting up a Chinese entity 2 Finance and cash extraction 3 Employment issues 4 Can UK companies attract investment from China? 5 Accounting and management control

18 Setting up a Chinese Entity 1 Wholly Foreign Owned Enterprise (WFOE) Limited liability company Minimum capital requirement determined based on business plan and feasibility study Historically restricted to certain sectors but becoming less so 2 Joint Venture Can be a limited Liability Entity or a Co-operative JV Chinese partner offers local market familiarity Can be used where WFOE is not permitted 3 Branch Office Rarely approved for trading in China 4 Representative office Only used to facilitate market entry Cannot carry on business transactions or provide services to other entities

19 Setting up a Chinese Entity Business regulation Regulation and foreign business restrictions Foreign businesses regulated by Ministry of Commerce 4 categories: Encouraged, Permitted, Restricted & Prohibited But does President Xi s speech at Davos last week signal further liberalisation? Accounting audit and taxation All Foreign Invested Entities must have their accounts prepared and audited by a Chinese registered CPA firm Financial year end is 31 December for all companies In general, financial reporting is under IFRS Corporate Income tax at 25% - quarterly instalment payments required Investment incentives Sometimes available for key sectors and in less developed areas Corporate income tax reduced to 15% 150% tax enhancement for Research and Development expenditure

20 Finance and cash extraction Bank regulation in China trade payments and receipts generally allowed but capital transactions are heavily regulated blunt instruments used to manage levels of debt in economy and overseas cash flows problematic for group treasury management Capital investment bank borrowing is possible - but possible credit crunch in 2017 own funds can be imported - but ensure you don t need them back in a hurry! Cash extraction reasonable management charges are allowed royalty payments are generally allowed ( but apply for permission) dividends are generally permitted but sometimes delayed 20

21 Employment issues Initial requirements Work visas regulations change frequently tailored advice required Tax registration from date of arrival Tax returns & payroll payroll tax deductions similar to UK PAYE employer also required to deduct for social security (rates vary) ex-pat tax rules vary depending on length of stay different rules for senior management deductions available for certain ex-pat expenses Mazars Global Mobility team can offer detailed advice on this very important area. 21

22 Can UK companies attract investment from China? Yes but don t believe the hype! Chinese companies also subject to foreign currency transaction controls - outward bound investment was slowed down in the last quarter of 2016 Permissions granted based on business sector - and policies change. - broadly will China benefit from acquired know how! As an illustrative guide to current policy positions, we understand the following NO Overseas property Hotel & leisure Insurance YES Health technology Wind power Solar 22

23 Accounting and management control - the UK angle Is your existing central resource sufficient? Accounting systems can they generate the information that management and directors need? multi-company? foreign currencies? Do you need to upgrade your team? more compliance foreign currencies more reconciliations consolidation 23

24 Accounting and management control - the overseas angle The options Travel Employ locally Remote control or outsource 24

25 Accounting and management control - the overseas angle An over-view of financial outsourcing immediate access to local accounting and tax compliance expertise reliable scalable bespoke minimise costs of set up (or switch off) and with our cloud-based technology and client portals there is no loss of control In Control? 25

26 JOHN MCLEOD PARTNER, MAZARS E: T: +44 (0)

27 Expanding into China / Seeking Chinese Investment Legal Issues Jamie Watt Harper Macleod LLP 24 January 2017

28 Fundamentals Core contracts Simplicity Deliverables Milestones Payments Risk and title IP Enforcement Choice of laws

29 Information Information requirements Provision how, when Risk Approvals Regulation Resilience

30 Cross border issues Taxes and duties Importer of record / consignee Risk and title Insurance Delivery

31 Relationships Agents Distributors Manufacturers Local knowledge Empowerment

32 Investment Approvals Notifications Sector restrictions Building relationships Timescales

33 Example 1, Medical Devices Outsourced manufacture Requirements for placing on market in Europe Information flow CE marking Regulatory investigation Disputes and consequences

34 Example 2, Education Brand management Student interaction Local support centres Personnel exchange

35 Key points Importance of relationships Importance of face to face interaction Contracts and rights, in reserve Know the landscape if you have to take action

36 Contact details Jamie Watt Partner t: +44 (0) e:

37 Key Considerations for Doing Business in China James Brodie Director, Scotland China-Britain Business Council 24 th January, 建议 Advice Ι 支持 Support Ι 网络 Networking

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40 Stereotypes Open & Direct Straightforward Reasonable & Loyal Upright Warm hearted Forthright & Generous Clever & Farsighted Unhurried Decisive & Full of Stratagem Honest & Sedate

41 China Macro Picture "In order to defuse problems and risks, avoid falling into the 'middle income trap', and achieve modernization, China must rely on development, and development requires an appropriate growth rate. At the same time, China's economic development has entered a 'new normal'" 建议 Advice Ι 支持 Support Ι 网络 Networking

42 Government Policies & Planning 建议 Advice Ι 支持 Support Ι 网络 Networking

43 10 Key Sectors -Integrated circuits and professional equipment -High-end numerical-control machine tools and robotics -Aviation and aerospace equipment -Marine engineering equipment and high-tech ships -Advanced rail transit equipment -Low-energy and new-energy cars -Electronic equipment -Agricultural machinery -New materials -Biopharmaceuticals and high-performance medical equipment 5 Key Projects -Manufacturing innovation centres -Smart manufacturing projects -Strong industrial bases -Green manufacturing projects -High-end equipment manufacturing projects

44 Order in relationships

45 No relationships, no order

46 The CBBC Network Shenyang Beijing Qingdao Xi an Chengdu Chongqing Wuhan Changsha Nanjing Shanghai Hangzhou Fujian Guangzhou Shenzhen

47 James Brodie Director, Scotland E: 建议 Advice Ι 支持 Support Ι 网络 Networking

48 JAMES D BROWN DIRECTOR, MURGITROYD JAMES.BROWN@MURGITROYD.COM JOHN MCLEOD PARTNER, MAZARS JOHN.MCLEOD@MAZARS.CO.UK JAMIE WATT PARTNER, HARPER MACLEOD JAMIE.WATT@HARPERMACLEOD.COM JAMES BRODIE DIRECTOR SCOTLAND, CBBC JAMES.BRODIE@CBBC.ORG