【正文】 然而，隨著中國(guó)強(qiáng)勁的經(jīng)濟(jì) 發(fā)展趨勢(shì) 持續(xù) 吸引資金，在不斷改變的法律和監(jiān)管環(huán)境下將有更多的交易和競(jìng)爭(zhēng)。例如，買(mǎi)方可以改為 同意支付 給賣(mài)方的咨詢(xún)費(fèi)用，如果確 定的負(fù)債 在公司倒閉后的 兩年內(nèi) 沒(méi) 有 觸發(fā)。雖然在某些特殊情況下，銀行愿意以配合交易雙方，這樣的情況很可能涉及到 高額費(fèi)用的評(píng)估。了解公司及評(píng)估風(fēng)險(xiǎn)，買(mǎi)方應(yīng) 充分參與當(dāng)?shù)貓F(tuán)隊(duì)（包括私人調(diào)查員，如果需要的話(huà)） 盡最大可能 收集當(dāng)?shù)厍閳?bào)和嗅出隱藏的問(wèn)題 。另一個(gè)經(jīng)常遇到的問(wèn)題是目標(biāo)公司 在 收購(gòu)后可能會(huì) 裁減多少勞動(dòng)力。一些中國(guó)公司保留兩個(gè)或多個(gè)帳套，以輕描淡寫(xiě)稅 務(wù)風(fēng)險(xiǎn)。許多國(guó)有企業(yè)，有時(shí)甚至是私人擁有的公司，可能會(huì) 使用或聲稱(chēng) 標(biāo)記 “自己”的土地 是 “劃撥土地”， 而這些土地是由政府提供額定成本（或不花錢(qián)的 ），但不能出售，轉(zhuǎn)讓?zhuān)盅夯蛘咭云渌绞教幹?的標(biāo)記。公開(kāi)資料和政府的記錄，如果存在的話(huà)，可能不足，或者不可靠的。 除了中央政府的限制，應(yīng)注意在當(dāng)?shù)卣畬用婵赡艿谋O(jiān)管約束 。 第一件事情 就是，買(mǎi)方 可能 想 要看看目標(biāo)公司 是否 在被外國(guó)投資者收購(gòu) 后 ，可以繼續(xù)以同樣的方式 而不是受到越來(lái)越多的監(jiān)管限制的情況下執(zhí)行其業(yè)務(wù)操作和運(yùn)行 。s assets might have been pledged for another39。A transactions. Matters that require careful attention in Chinese Mamp。A Transactions 28 November 2020 Article by Lefan Gong Against the backdrop of China39。s regulatory environment is still rated among the top concerns for . panies, according to a recent survey by the USChina Business Foreign panies investing in China have to deal with the ambiguity of the law and the contradictory views of different government agencies and officials. These conditions frequently result from a bination of everchanging laws and regulations and formal and informal implementation rules. For instance, a government official with approval authority may have his own interpretation of the law and may assure an investor or its counsel that his approach is correct, while officials in another government agency suggested otherwise. Unanticipated hidden rules, which can be created by both governmental and quasigovernmental agencies, can also present challenges. For instance, a property registration center2 may employ local unpublicized procedures that require share purchase agreements or equity transfer agreements to be in a prescribed form. Avoiding these land mines doesn39。A transactions in the ., the options of escrow accounts and holdbacks in China are quite limited and unsatisfactory due to regulatory constraints and an underdeveloped bankingservices market. PRC law requires a foreign investor to make payment within three months of the issuance of the new business license of the acquired target. The deadline may be extended, subject to government approval, but no less than 60 percent of the payment must be made within six months of the issuance of the new business license, and the balance must be made within one year. This effectively means that a holdback arrangement, if any, cannot extend for more than a year, which may not be long enough for the buyer to discover contingent or hidden liabilities. As escrow is a fairly new concept to many banks in China, they are reluctant to get involved in situations that may give rise to potential disputes. Although in some exceptional cases banks are willing to acmodate the transaction parties, such acmodations may well involve the assessment of hefty fees. If the transaction can be partially structured offshore and part of the payment can be made to a bank account outside China, holdbacks and escrow for the purchase price may be easier to arrange, as they are no longer subject to Chinese regulatory constraints. A creative earnout arrangement can also serve as a mechanism to help the buyer mitigate potential risk exposure arising from contingent liabilities. (It can also be used to bridge differences between a seller and buyer over valuation of the pany.) For instance, a buyer could agree to make an additional payment several years after the closing if the venture achieves a specified earning target and there has been no material breach of representations and warranties by the seller. In addition to careful drafting to minimize the risk of gamesmanship in defining the financial targets and calculations of earnout payments, special consideration needs to be given to creating a mechanism that is enforceable and practical under PRC law. If an earnout is treated as part of the purchase consideration, then it will be subject to the same payment deadline applicable to the purchase price, which is within a year following the issuance of the new business license of the target. Consequently, it is necessary to craft the earnout language artfully to make sure that any additional payment, in the eyes of regulatory authorities, judges, and arbitrators, does not constitute payment of a portion of the purchase price. For instance, a buyer could instead agree to pay a consulting fee to the seller if certain liabilities are not triggered within two years of the closing. However, the seller may be wary of the tax implications of suc