JC Master Legal News Issue 1142

Key Takeaways for This Issue

The Supreme People’s Court and the China Securities Regulatory Commission jointly issued the “Minutes of the Symposium on Effectively Adjudicating Bankruptcy and Reorganization Cases Involving Listed Companies.”
On December 31, 2024, the Supreme People’s Court and the China Securities Regulatory Commission jointly issued the “Minutes of the Symposium on Effectively Adjudicating Bankruptcy and Reorganization Cases Involving Listed Companies.”
The Shanghai Stock Exchange has launched a public consultation on the revised rules for initial public offering underwriting.
On January 3, the Shanghai Stock Exchange publicly sought market feedback on the revised “Detailed Rules for the Issuance and Underwriting of Securities in Initial Public Offerings.”
Public Consultation on the Administrative Measures for the Annual Individual Income Tax Settlement of Comprehensive Income
The State Taxation Administration has drafted the “Administrative Measures for the Annual Settlement and Final Tax Payment of Comprehensive Income under the Individual Income Tax,” which was officially made public for public comment starting January 3.
The Supreme People’s Procuratorate has released typical cases involving the strict punishment of crimes related to financial fraud by intermediary organizations.
On January 3, 2025, the Supreme People’s Procuratorate released three typical cases involving the strict and lawful punishment of crimes related to financial fraud by intermediary organizations.
Finance & Capital Markets
The China Securities Regulatory Commission has expanded the scope of participating institutions in the swap facility.
The China Securities Regulatory Commission, in coordination with the People’s Bank of China, has conducted the first-ever swap‑facility operations for securities and fund management companies, with a total transaction value of RMB 50 billion. Twenty securities and fund offices participated in the bidding. Since the tool was launched, participating institutions have actively engaged in swap‑facility transactions, steadily raising funds and making investments in line with market conditions. To date, all of the initial operations have been completed, with actual disbursements exceeding 90%, thereby underscoring the positive role of the swap‑facility in safeguarding the stable functioning of the capital markets.

To implement the spirit of the Central Economic Work Conference and the requirements of the National Financial System Work Conference, relevant institutions actively submitted applications. Based on the initial pool of 20 participating institutions, the China Securities Regulatory Commission, in consultation with the People’s Bank of China, selected an additional 20 institutions through a process that took into account factors such as classification-based evaluations and compliance‑risk management, thereby establishing a pool of 40 candidate institutions. For each round of operations, approximately 20 institutions are chosen—based on their intended participation scale—to take part in the People’s Bank of China’s tender‑based operations. At present, all preparatory work for the second round of swap‑facility operations is complete, and the operations will commence today. The China Securities Regulatory Commission has urged the relevant institutions to fully leverage their professional investment expertise, strengthen compliance and risk‑control measures, effectively harness the market‑stabilizing functions of monetary policy tools, enhance and refine market‑expectation management, and promote the stable and sound development of the capital market.

The Supreme People’s Court and the China Securities Regulatory Commission jointly issued the “Minutes of the Symposium on Effectively Adjudicating Bankruptcy and Reorganization Cases Involving Listed Companies.”
On December 31, 2024, the Supreme People’s Court and the China Securities Regulatory Commission jointly issued the “Minutes of the Symposium on Effectively Adjudicating Bankruptcy and Reorganization Cases Involving Listed Companies” (hereinafter referred to as the “Minutes”). The Minutes reflect a consensus reached by the Supreme People’s Court and the CSRC, based on an assessment, review, and discussion of recent developments in the adjudication of reorganization cases involving listed companies, on key issues related to further improving and standardizing the application of relevant rules and ensuring the effective handling of such cases. Guided by the overarching principles of simultaneously pursuing proactive rescue and timely liquidation, safeguarding the interests of creditors and minority shareholders, and strengthening coordination between judicial adjudication and administrative supervision, the Minutes are conducive to better leveraging the role of bankruptcy adjudication, rescuing listed companies with reorganization value and market prospects, mitigating risks, maintaining capital market stability, further enhancing the quality of listed companies, and effectively protecting the legitimate rights and interests of creditors and the broader investor base, particularly small and medium-sized investors.

The main contents of the “Minutes” are as follows: First, strengthen coordination between judicial proceedings and securities regulation. A mechanism for notifying major matters shall be established: when the securities regulatory authority identifies serious illegal conduct by a listed company or related parties, it may issue a letter to the people’s court, which shall give due attention and, if necessary, activate a consultation mechanism. Conversely, if the people’s court discovers that any party involved in a reorganization has engaged in securities‑market‑related violations, it shall notify the China Securities Regulatory Commission. Second, clarify expectations regarding corporate reorganizations. Companies that fall under circumstances warranting delisting for material violations, or those with significant deficiencies in information disclosure or compliant operations that they refuse to rectify, may be deemed to lack reorganization value as listed entities. Furthermore, controlling shareholders, actual controllers, and other affiliated parties that improperly appropriate listed‑company funds or use the company to provide guarantees should, in principle, complete such remediation prior to entering the reorganization process. Third, refine the regulatory requirements for reorganization plans. Draft reorganization plans must be detailed, clear, and enforceable. The proposed ratios for capitalizing reserves into share capital, the qualifications of reorganization investors and the prices at which they acquire shares, as well as the lock‑up periods for those shares, shall comply with relevant regulations of the China Securities Regulatory Commission. Fourth, reinforce information disclosure and insider‑trading prevention. The responsible parties for information disclosure are clearly defined under both the administrator‑managed and the self‑managed models during reorganization. All parties are required to ensure that materials submitted to the people’s court and the China Securities Regulatory Commission are consistent with previously disclosed information. All participants in the reorganization must adhere to the requirements governing the registration of insiders and the prevention of insider trading. If any member of the administrator team is found to have engaged in, or is suspected of engaging in, insider trading, the people’s court shall promptly remove that individual. Fifth, improve the standards for adjudicating reorganization cases. The jurisdictional criteria for bankruptcy‑reorganization cases involving listed companies are refined: applicants seeking (pre‑)reorganization must demonstrate that the listed company’s registered domicile has remained continuously within the jurisdiction of the court handling the application for at least one year. It is also clarified that reorganization plans must set forth explicit, clear, and reasonable implementation standards; where a reorganization plan remains unfulfilled, the administrator’s oversight period shall be extended accordingly.

The China Securities Regulatory Commission (CSRC) attaches great importance to the critical role of bankruptcy reorganization in mitigating risks and enhancing the quality of listed companies. It has concurrently drafted the accompanying regulatory guideline, “Guidance No. 11 on Listed Company Supervision—Matters Related to Bankruptcy Reorganization of Listed Companies” (hereinafter referred to as the “Guidance”), and has publicly solicited comments from the public. Moving forward, the CSRC will actively coordinate with the Supreme People’s Court to ensure the effective implementation of the “Minutes,” and, based on the feedback received during the public consultation, will promptly refine and issue the Guidance to improve the efficiency and effectiveness of bankruptcy reorganizations for listed companies and optimize resource allocation in the securities market.

The China Securities Regulatory Commission is soliciting public comments on proposed amendments to certain provisions of the Measures for the Administration of Securities Issuance and Underwriting.
On June 19, 2024, the China Securities Regulatory Commission issued the “Eight Measures for Deepening Reform of the STAR Market and Supporting Technological Innovation and the Development of New‑Type Productive Forces” (hereinafter referred to as the “Eight Measures”). Among these measures is a proposal to launch a pilot program to deepen the issuance and underwriting system, under which, on the STAR Market, offline institutional investors in the public offerings of unprofitable companies would be subject to higher share‑lockup ratios and longer lockup periods, with a corresponding increase in their allocation ratios.
To implement the “Eight Measures,” the China Securities Regulatory Commission plans to amend the Measures for the Administration of Securities Issuance and Underwriting, authorizing stock exchanges to establish specific requirements for classified allocation. At the same time, in light of revisions to the Company Law and the Interim Measures for the Administration of Share Reductions by Shareholders of Listed Companies, relevant provisions will be accordingly revised. Public comments are now being solicited.
The China Securities Regulatory Commission will guide the Shanghai Stock Exchange in concurrently refining relevant business rules and regulatory frameworks, and in continuously optimizing the issuance and underwriting mechanisms.

The Shanghai Stock Exchange has launched a public consultation on the revised rules for initial public offering underwriting.
On January 3, the Shanghai Stock Exchange publicly sought market feedback on the revised “Detailed Rules for the Issuance and Underwriting of Securities in Initial Public Offerings” (hereinafter referred to as the “IPO Underwriting Rules”).
On June 19, 2024, the China Securities Regulatory Commission issued the “Eight Measures to Deepen Reform of the STAR Market and Support Technological Innovation and the Development of New‑Type Productive Forces,” proposing a pilot program to further refine the issuance and underwriting system. Under this initiative, the STAR Market will trial higher lock‑up ratios and longer lock‑up periods for offline institutional investors participating in the public offerings of unprofitable companies, correspondingly increasing their allocation shares. In implementing the requirements of the “Eight Measures for the STAR Market,” the Shanghai Stock Exchange, under the guidance of the CSRC, has revised the Detailed Rules on Initial Public Offering Underwriting and optimized the allocation mechanism for new share offerings by unprofitable companies listed on the STAR Market.
The main revisions to the “Detailed Rules for Initial Public Offering Underwriting” include: First, clarifying that unprofitable companies may adopt a contractual lock-up mechanism, setting tiered lock-up ratios or lock-up periods for securities issued through offline channels, and specifying minimum aggregate offline lock-up ratios based on different issuance sizes. Second, allowing public mutual funds, social security funds, pension funds, annuity funds, insurance funds, and qualified foreign institutional investors to independently subscribe for securities subject to different lock-up tiers, while other investors are required to subscribe at the lowest lock-up tier. Third, mandating that issuers and lead underwriters disclose the median and weighted average of the remaining bids from offline investors after excluding the highest-priced submissions, broken down by lock-up arrangement. Fourth, establishing clear allocation principles: offline investors with higher lock-up ratios and longer lock-up periods shall receive allocation ratios no lower than those of other investors. In addition, in line with the new Company Law, an adaptive amendment has been made to specify that, where an issuer is legally exempt from establishing a supervisory board, the provisions of the “Detailed Rules for Initial Public Offering Underwriting” pertaining to supervisors shall not apply.
During the public consultation period, the Shanghai Stock Exchange will solicit opinions and suggestions from market participants through various channels, promptly conducting thorough analysis of feedback and refining its rules. Moving forward, under the guidance of the China Securities Regulatory Commission, the Exchange will continue to study and refine the pricing mechanism for new share offerings, urge all market participants to fulfill their respective responsibilities, and work together to uphold a sound order in new‑stock issuance, thereby better supporting technological innovation and the development of new‑type productive forces.

Implementing the New Company Law: The CSRC and stock exchanges plan to “package” revisions and repeals of regulatory rules.
To align with the implementation of the new Company Law and the State Council’s Regulations on the Registration and Management System for Registered Capital under the Company Law of the People’s Republic of China, the China Securities Regulatory Commission has publicly solicited comments from the public on 89 regulations and normative documents that are proposed for centralized amendment or repeal, as well as on two draft rules—the Guidelines on Articles of Association for Listed Companies (Draft for Public Comment) and the Rules of Procedure for Shareholders’ Meetings of Listed Companies (Draft for Public Comment).
The regulatory rules proposed for amendment or repeal this time all constitute adaptive adjustments and do not involve substantive changes. For example, provisions pertaining to the supervisory boards and supervisors of listed companies have been deleted from rules such as the Measures for the Administration of Registration of Securities Issuance by Listed Companies; meanwhile, relevant corporate governance provisions have been added or revised in rules including the Corporate Governance Code for Listed Companies and the Measures for the Administration of Equity Incentives for Listed Companies.
The “Guidelines on the Articles of Association of Listed Companies (Draft for Public Comment)” and other regulations provide detailed provisions regarding the duties and composition of audit committees. In parallel, the China Securities Regulatory Commission has issued the “Arrangements for the Transitional Period Related to the Implementation of Supporting Institutional Rules under the New Company Law,” granting relevant entities approximately one year to complete the restructuring of their internal oversight bodies.
The Shanghai, Shenzhen, and Beijing stock exchanges have simultaneously sought public input on relevant rules. The Shanghai Stock Exchange has issued a notice soliciting comments on three business rules, including the “Notice on Public Solicitation of Comments on Amendments to the Listing Rules for Main Board and STAR Market Stocks” and the “Rules for the Review of Securities Issuance and Listing by Listed Companies.” The Shenzhen Stock Exchange has released a notice calling for public comments on three rules, including the “Amended Rules for Stock Listing of the Shenzhen Stock Exchange.” Meanwhile, the Beijing Stock Exchange plans to revise the “Provisional Rules for Stock Listing of the Beijing Stock Exchange” and the “Rules for the Review of Securities Issuance and Listing by Listed Companies of the Beijing Stock Exchange.”

Commercial & Corporate
After a 20-year interval, the Ministry of Finance has revised the Accounting System for Non-Profit Organizations.
On January 3, the Ministry of Finance announced on its website the “Accounting System for Non-Profit Organizations,” which will take effect on January 1, 2026.
The revised “Accounting System for Non‑Profit Organizations” consists of two parts: the main text and the appendices. The main text comprises eight chapters with a total of ninety-five articles, while the appendices are divided into six sections. This revision introduces new and revised accounting treatment provisions and removes the requirement to prepare consolidated financial statements. For example, it adds accounting rules for donations in kind, incorporates provisions related to risk reserves and other relevant accounting treatments, and introduces certain new account titles; it also revises the accounting treatment for restricted net assets, modifies the accounting treatment for long-term equity investments, and adjusts the scope of items accounted for under the administrative expenses account, among other changes.

The first batch of definitions for commonly used terms in the data field has been officially released.
On December 30, the website of the National Data Administration released the “Glossary of Common Terms in the Data Field (First Batch).”
This batch of definitions covers 40 commonly used terms in the data domain, including data, raw data, data resources, data elements, digital consumption, industrial internet, metadata, data warehouse, privacy-preserving computation, federated learning, homomorphic encryption, blockchain, and others. Among these, the “Definitions” section defines data security as “the state in which data is effectively protected and legally utilized through the implementation of necessary measures, and the capability to maintain this secure state on an ongoing basis.”

Two departments have issued the “Regulations on Evidence in Trademark Administrative Enforcement.”
On January 2, the State Administration for Market Regulation published on its website the “Notice on Issuing the Regulations on Evidence in Trademark Administrative Enforcement.”
The Regulations comprise twenty-four articles, specifying that the trademark registrant, the exclusive licensee, the sole licensee, and the authorized agents of these entities are qualified to issue opinions on whether a product was manufactured by the rights holder or produced under its license. Additionally, a non‑exclusive licensee, upon explicit authorization from the trademark registrant, is also entitled to issue such opinions regarding whether the product in question was manufactured by it. Where a party challenges the facts of trademark infringement, the administrative enforcement authority responsible for trademark matters may not rely solely on the rights holder’s identification opinion to determine that an act of trademark infringement has occurred; instead, it must make a comprehensive assessment in conjunction with other evidence. If the other evidence is sufficient to establish the facts of trademark infringement, the absence of the rights holder’s identification opinion shall not preclude a finding of infringement.

The Ministry of Commerce has added 28 U.S. entities to its export control blacklist.
On January 2, the Ministry of Commerce website published Announcement No. 1 of 2025, announcing the addition of 28 U.S. entities to the export control list.
The announcement clarifies that, in order to safeguard national security and interests and to fulfill international obligations such as non-proliferation, the Ministry of Commerce has decided to place 28 U.S. entities, including General Dynamics, on the export control list, thereby prohibiting the export of dual-use items to these entities. Any ongoing export activities must be immediately halted. In exceptional circumstances where exports are nevertheless deemed necessary, exporters shall submit an application to the Ministry of Commerce.

The General Administration of Customs plans to revise the Regulations on the Registration and Administration of Overseas Producers of Imported Food.
On January 3, the General Administration of Customs published on its website the “Notice on Soliciting Public Comments on the Draft Regulations of the People’s Republic of China on the Registration and Management of Foreign Manufacturers of Imported Food,” with a deadline for submitting feedback set for February 19.
Following the revision, the Regulations now comprise four chapters and thirty articles. Key additions include provisions authorizing the registration of lists of officially recommended enterprises based on the recognition of the food safety management systems in their respective countries or regions; the inclusion of provisions related to the “Catalogue of Foods Requiring an Official Recommendation Letter for Registration”; and the clarification that, when submitting a registration application, manufacturers of products listed in the Catalogue must attach both an official inspection report from the foreign country and an official recommendation letter. The Regulations also propose making full use of punitive measures—such as suspension, corrective action, and revocation—to impose sanctions on foreign food‑producing enterprises that fail to maintain compliance or whose imported foods are repeatedly found non‑compliant. Furthermore, the Regulations aim to streamline the registration application and management procedures for different types of enterprises, and to optimize the eligibility criteria and supporting documentation required for overseas enterprise registration.

The Ministry of Housing and Urban–Rural Development has issued three national standards, including the “Standard Terminology for Ecological and Environmental Protection Engineering.”
Recently, the website of the Ministry of Housing and Urban–Rural Development published the “Announcement on the Release of the Partial Revision to the National Standard ‘Technical Code for Urban Utility Tunnels,’” the “Announcement on the Release of the National Standard ‘Terminology Standard for Ecological and Environmental Protection Engineering,’” and the “Announcement on the Release of the National Standard ‘Technical Standard for Fresnel‑Type Solar Thermal Power Plants.’”
Among them, the “Standard Terminology for Ecological and Environmental Protection Engineering” was developed to standardize the fundamental terms and definitions used in ecological and environmental protection engineering, promote the standardization of specialized terminology, and advance the development of related technologies. It applies to ecological and environmental protection projects involving water pollution control, air pollution control, solid waste treatment and disposal, noise, vibration, and electromagnetic environment control, ecological and environmental restoration and risk management, as well as ecological and environmental monitoring.

The National Development and Reform Commission has issued the standard formats for preparing and approving application reports for central budgetary investment funds.
On January 3, the website of the National Development and Reform Commission published the “Notice on Issuing the Standard Formats for Preparing and Approving Applications for Central Budget Investment Funds.”
The Notice clarifies that the format for preparing the funding application report shall follow the requirements set forth in Annex 1, “Format Requirements for Preparing Funding Application Reports,” and that the content must, in accordance with the relevant provisions of the “Outline and Instructions for Preparing Feasibility Study Reports for Investment Projects,” meet the depth requirements of a feasibility study. Where the National Development and Reform Commission issues a separate approval for the funding application report, the format of the approval document shall comply with Annex 2, “Sample Format for Separately Approved Funding Application Reports.” If the funding application report and the investment plan are approved jointly, the applicable requirements are those specified in Annex 3, “Requirements for Joint Approval of Funding Application Reports and Investment Plans.”

Cyberspace administration authorities have launched a vigorous crackdown on online “water armies,” releasing five typical cases.
On January 3, China Internet Information Office released typical cases of severe crackdowns on online “water armies,” rigorously investigating and prosecuting issues such as the recruitment and organization of these groups, their promotion and traffic‑driving activities, and their manipulation of metrics and reviews.
Among the five typical cases released this time, cyberspace administration authorities have primarily ordered the removal or closure of online “water army” websites and platforms, addressed the issue of homogeneous copywriting used for traffic diversion and hype, cracked down on the organization and recruitment of online “water army” personnel, imposed strict oversight over promotional services such as fake reviews, order‑boosting, and follower‑inflating, and investigated the use of new technologies and applications to fabricate traffic. In Case Five, certain online “water armies” repeatedly manipulated bot accounts to mass‑post content in topic comment sections, leveraging these activities to climb rankings, inflate ratings, and generate trending topics. Meanwhile, some software tools offered AI‑driven writing, multi‑account management, and bulk‑posting functions, enabling one‑click posting of content and facilitating the manipulation of accounts and the fabrication of topics by online “water armies.” In response, the cyberspace administration has urged website platforms to handle relevant violating accounts in accordance with laws and contractual agreements, cooperated with relevant departments to investigate AI‑tool‑based “water army” networks, and guided platforms to enhance their technical capabilities to promptly detect and block multi‑account management software and bot accounts, thereby effectively mitigating associated risks.

The Ministry of Commerce has issued the 2025 Catalogue for the Administration of Import and Export Licenses on Dual-Use Items and Technologies.
On December 31, the Ministry of Commerce website published the revised “Catalogue for the Administration of Import and Export Licenses for Dual-Use Items and Technologies” for 2025.
In particular, the Ministry of Commerce has explicitly stipulated that importers of radioactive isotopes must, in accordance with the relevant provisions of the Regulations on the Safety and Protection of Radioactive Isotopes and Radiation Devices and the Measures for the Administration of Import and Export Licenses for Dual-Use Items and Technologies, submit their applications to the Ministry of Ecology and Environment for approval. Following such approval, they shall apply to the Quota and License Affairs Bureau of the Ministry of Commerce for an import license for dual-use items and technologies, and use this license to complete the import procedures with the customs authorities.

The National Medical Products Administration has announced four cases of illegal and non-compliant online sales of medical devices.
On December 30, the National Medical Products Administration’s website released information on the eighth batch of cases involving illegal and non-compliant online sales of medical devices.
According to the notice, Ningbo Ningkangzhixing Pharmacy Co., Ltd. operated Class III medical devices on the Ele.me platform without a license and failed to establish systems for maintaining records of incoming inspections and sales; Linqu Xiangxiang Daily Necessities Co., Ltd. sold Class II medical devices through its WeChat mini‑program store, but did not display the required medical device registration certificates and failed to make the mandated rectifications; Tianjin Shunda Pharmacy Co., Ltd. also operated Class III medical devices on the Ele.me platform without a license; and Nanchang Meiyuetong Network Technology Co., Ltd. engaged in the online sale of Class III medical devices without displaying the requisite registration certificates and without establishing a system for maintaining records of incoming inspections. All of the aforementioned parties have been subject to administrative penalties.

The Ministry of Natural Resources has issued a document to further strengthen the management of marine space use for offshore wind power projects.
On January 2, the Ministry of Natural Resources published on its website the “Notice on Further Strengthening the Management of Marine Use for Offshore Wind Power Projects.”
The Notice comprises four sections and twelve specific provisions, stipulating that offshore wind farms shall be sited within renewable‑energy‑specific marine use zones or in functional zones compatible with wind power development, and may not be located in other functional zones. When siting in zones compatible with offshore wind power, rigorous scientific assessments must be conducted to ensure compliance with relevant territorial spatial planning; such siting must not compromise national defense security or maritime traffic safety, nor undermine the primary functions of the designated zone. The construction of offshore wind projects is strictly restricted in high‑intensity development areas—such as the central Bohai Sea—and in regions characterized by dense vessel traffic flows. Furthermore, no offshore wind facilities may be sited in ecologically sensitive or fragile areas, including ecological protection red lines, nature reserves, major shipping lanes, anchorages, key fisheries waters, as well as bays, important estuaries, significant coastal wetlands, and critical bird migration corridors and habitats. Interference with submarine communication cable infrastructure must also be avoided. The Notice encourages concentrated, intensive, and cluster‑based deployment of offshore wind power, discouraging large‑scale, fragmented installations, thereby ensuring the orderly development of offshore wind energy bases.

The Ministry of Transport has issued the Action Plan for Upgrading Transportation Standards and the Action Plan for Management Innovation.
On January 3, the website of the Ministry of Transport published the “Notice on Issuing the Action Plan for Upgrading Transportation Standards (2024–2027)” and the “Action Plan for Innovation in Transportation Standards Management.”
The “Standard Enhancement Action Plan” is divided into three sections—general requirements, key tasks, and supporting measures—comprising a total of eight provisions. It outlines 17 specific actions across six areas, clearly stipulating the need to: optimize the standard‑setting project initiation and evaluation mechanism; strengthen oversight of the standard‑development process; accelerate the review and publication of standards; establish a green channel for priority standards; reinforce quality control in standard‑initiation; enhance the responsibilities of all parties involved in standard development; solicit broad input from relevant stakeholders; fully leverage the roles of members of the standardization technical committees; bolster the internal capacity‑building of these committees; and promote communication and collaboration among them.

Sichuan plans to issue implementation guidelines for deepening reform in the employment sector.
On January 2, the website of the Sichuan Provincial Department of Human Resources and Social Security issued a notice soliciting public comments on the “Opinions on Further Deepening Reform in the Employment Sector to Promote High-Quality and Full Employment (Draft for Comments).”
The “Opinions” set forth specific measures across five key areas: establishing a comprehensive employment framework, developing job opportunities through multiple channels, refining employment support policies, fostering a modern human resources system, and improving the public employment service system. The public may submit feedback from January 2 to January 8, 2025.

The website of the National People’s Congress of China has published a list of currently effective laws.
On December 31, the website of the National People’s Congress of China published a list of currently effective laws, totaling 305 items.
According to the catalog, as of January 1, 2025, China has a total of 305 currently effective laws. Among these, within the category of constitutional-related laws, the Supervision Law of the People’s Republic of China has been amended; the Science and Technology Popularization Law of the People’s Republic of China has been revised, with its classification shifted from administrative law to social law; in the field of economic law, the Value-Added Tax Law of the People’s Republic of China has been newly enacted; and in the area of administrative law, the Regulations on Academic Degrees of the People’s Republic of China have been repealed concurrently with the entry into force of the Academic Degrees Law.

The Measures for the Implementation of Company Registration Management Have Been Issued, Standardizing Issues Such as “Professional Shop Closers”
Recently, the State Administration for Market Regulation officially promulgated the Measures for the Implementation of Company Registration Management, which will come into effect on February 10, 2025.
The Measures comprise twenty-nine articles, clarifying the requirements for company registration management, elaborating on the relevant provisions of the newly revised Company Law and its accompanying administrative regulations, further standardizing company registration procedures, and strengthening both the administration and services related to company registration. With respect to cases where there is clear abuse of the corporate legal person’s independent status or the limited liability of shareholders—such as malicious transfer of assets, evasion of debts, or avoidance of administrative penalties—the issuance of corresponding company registrations or filings shall be restricted, and any such registrations or filings already granted shall be revoked. The Measures also refine the separate‑register management system, specifying the subjects, procedures, consequences, and conditions for restoring a company to its registered status. Moreover, they clearly define the responsibilities of intermediary agencies, requiring them to act in good faith, fulfill their duties in accordance with the law, conspicuously indicate their agency status, and refrain from using their agency services for company registration or filing to harm national interests, public interests, or the legitimate rights and interests of others.

The National Intellectual Property Administration has revised the Administrative Review Procedures.
On December 31, the website of the National Intellectual Property Administration published the revised “Administrative Review Procedures of the National Intellectual Property Administration,” which will take effect on February 1, 2025.
The Regulations comprise five chapters and forty-four articles, primarily clarifying the principles, responsibilities, and safeguards governing administrative reconsideration; refining the categories of cases accepted and the scope of pre‑reconsideration requirements; specifying the documentation required for filing an application for administrative reconsideration and providing that such applications may be submitted through designated online channels; improving the procedures for handling applications upon receipt and detailing the requirements for supplementing missing materials; delineating the circumstances under which simplified and ordinary procedures apply and setting forth the procedural requirements for adjudication; defining the grounds for suspending or terminating administrative reconsideration proceedings; stipulating that administrative reconsideration cases may, in accordance with the law, be resolved through mediation, outlining the principles that such mediation must observe, and specifying the form, content, and legal effect of the mediation agreement; and further refining and clarifying the applicable scenarios for decisions to revoke, declare unlawful, declare invalid, or amend administrative actions, thereby strengthening oversight of administrative conduct.

The National Intellectual Property Administration has issued the “Guidelines for Patent Applications Related to Artificial Intelligence.”
On December 31, the website of the National Intellectual Property Administration published the “Guidelines for Patent Applications Related to Artificial Intelligence (Trial),” which clarifies China’s patent examination policies in the field of artificial intelligence within the framework of the country’s existing patent legal system.
The Guidelines address pressing issues in the field of artificial intelligence and related examination policies, comprising six chapters. They categorize common types of AI‑related patent applications into four distinct categories: those pertaining to AI algorithms or models themselves; those involving functional or domain‑specific applications based on AI algorithms or models; those concerning inventions assisted by AI; and those relating to inventions generated by AI. The Guidelines also provide a reasoned analysis demonstrating that AI lacks legal standing as an inventor, clarify that the specification must adequately disclose the portions that contribute to the prior art, and further refine existing examination rules and practical standards for ensuring adequate disclosure in AI‑related patent applications—thereby proactively addressing the “black box” problem inherent in AI, among other matters.

The State Council has approved the continued temporary adjustment of the application of relevant administrative regulations in the Lingang New Area of the Shanghai Pilot Free Trade Zone.
On December 31, the Chinese Government Website published the State Council’s reply approving the continued temporary adjustment of applicable provisions of relevant administrative regulations in the Lingang New Area of the China (Shanghai) Pilot Free Trade Zone.
The Approval Document explicitly states that, from January 1, 2025, to December 31, 2027, the relevant provisions of the Regulations of the People’s Republic of China on International Maritime Transport and the Regulations on the Administration of Domestic Waterway Transport shall be temporarily adjusted for application within the Lingang New Area of the China (Shanghai) Pilot Free Trade Zone.

The National Intellectual Property Administration has revised seven patent application request forms.
On January 2, the website of the National Intellectual Property Administration published the “Notice on Revising Seven Patent Application Request Forms.”
The Notice clarifies that, in order to extend the right of service of process from administrative procedures for patent grant and conofficeation of rights to litigation proceedings, and to address the difficulty of serving foreign‑involved parties in administrative litigation, the National Intellectual Property Administration has revised the instructions for completing seven request‑type forms, including the “Request Form for Invention Patent” and the “Request Form for Utility Model Patent,” by adding the provision: “Unless otherwise stated, the recipient designated by the party within China to receive legal documents pertaining to patent matters, together with their address, shall remain applicable throughout subsequent administrative litigation proceedings.”

The Ministry of Transport has issued 12 industry standards for the transportation sector.
The website of the Ministry of Transport has published the “Announcement on the Release of Twelve Transportation Industry Standards, Including the ‘Coding and Naming Specifications for Video Resources of the National Integrated Transportation Information Platform.’”
The transportation industry standards released this time include the “Coding and Naming Specifications for Video Resources of the National Integrated Transportation Information Platform,” the “Technical Specifications for the Application of Government Service Systems on the National Integrated Transportation Information Platform,” the “Technical Requirements for Video Resource Access to the National Integrated Transportation Information Platform,” the “Technical Requirements for the Beidou Return Link Service of 406 MHz Beacons,” the “Safety Operating Procedures for Lifting Operations on Crane Vessels,” the “Operational Requirements for Port Tugboats,” the “Technical Requirements for Multibeam Bathymetric Survey Systems,” and others.

Beijing’s Regulations on Autonomous Vehicles Have Officially Been Issued.
On December 31, the Regulations on Autonomous Vehicles of Beijing were adopted by a vote at the 14th Meeting of the Standing Committee of the 16th Municipal People’s Congress and will come into effect on April 1, 2025.
The Regulations comprise seven chapters and 48 articles, with key provisions addressing innovations in autonomous driving technology, infrastructure planning and construction, on‑road traffic management, and safety assurance. They support the use of autonomous vehicles for passenger transport, urban public buses and trolleybuses, and urban operational support services. Under the Regulations, entities conducting road‑testing pilot programs must fulfill their principal responsibility for production safety in accordance with the law and establish an autonomous‑vehicle operation safety monitoring platform to conduct real-time, dynamic oversight of vehicle status, personnel, networks, and other operational parameters. When carrying out road‑testing pilot activities, designated safety officers and platform‑based safety monitors must be assigned as required; these personnel are responsible for ensuring the safe operation of autonomous vehicles and for promptly issuing warnings and assuming vehicle control in response to unforeseen circumstances. In addition, the Regulations explicitly delineate the safety responsibilities of enterprises involved in the manufacturing of autonomous vehicles, the provision of connected‑vehicle software, telecommunications operations, and related sectors.

Taxation
Public Consultation on the Administrative Measures for the Annual Individual Income Tax Settlement of Comprehensive Income
In accordance with the Individual Income Tax Law of the People’s Republic of China, the Tax Collection and Administration Law of the People’s Republic of China, and relevant state regulations, the State Taxation Administration has drafted the Measures for the Final Settlement and Clearance of Comprehensive Income under the Individual Income Tax (Draft for Public Comment) (hereinafter referred to as the “Measures”). Effective January 3, the Measures have been officially made public for public consultation. Following the thorough incorporation of opinions and suggestions from all sectors of society, the next step is to promulgate them in the form of departmental rules, so as to better stabilize social expectations and advance the final settlement process toward greater regularity, standardization, and rule of law.
According to a responsible official from the Income Tax Department of the State Taxation Administration, since 2019, China has implemented a new individual income tax system that combines comprehensive and classified approaches. At the end of each year, taxpayers are required to aggregate their four categories of comprehensive income—wages and salaries, labor compensation, manuscript fees, and royalty income—for tax calculation and file an annual tax reconciliation with the tax authorities, settling any refundable or additional tax liabilities. From 2019 to 2023, the tax authorities issued annual announcements on the procedures for conducting the annual tax reconciliation of comprehensive income, clearly specifying the scope of the reconciliation, applicable circumstances, deadlines, processing methods, channels, and reporting requirements. With the concerted support and active participation of all sectors of society, the five rounds of annual reconciliations proceeded smoothly, laying the groundwork for the establishment of a more stable and well‑structured set of administrative measures governing the annual tax reconciliation of comprehensive income.
The Measures generally retain the basic framework and key provisions of the previous five annual tax settlement announcements. Drawing on service and administrative practices over recent years, they codify into formal regulations those measures that have proven particularly effective and have been well received by taxpayers, thereby further improving the annual tax settlement service management system. For example, the Measures enshrine in law such initiatives as the tax authorities’ provision of pre‑filled return forms, appointment‑based processing at the outset of the settlement period, and priority refund services for taxpayers who meet the eligibility criteria and face substantial living expenses, thus facilitating swift and convenient tax settlement. Additionally, in response to concerns raised by some taxpayers during the settlement process regarding their income and tax‑payment status—particularly in cases involving identity theft—the Measures establish channels for taxpayers to file objections and appeals.
The Measures place greater emphasis on safeguarding taxpayers’ legitimate rights and interests, more clearly delineate the rights and obligations of all parties involved in the annual tax settlement, and provide stronger legal safeguards for the administration of such services. For example, the Measures require tax authorities and their staff to maintain the confidentiality of individuals’ tax-related information in accordance with the law, and they set out the legal remedies available when taxpayers’ legitimate rights are infringed.
The Measures also make it easier for taxpayers to gain a thorough understanding of all aspects of the annual tax settlement and provide clear guidance on how to prepare accordingly. For example, prior to the start of the settlement, taxpayers are encouraged to promptly verify the validity of their basic information—such as contact numbers and bank account details—entered in the Individual Income Tax App; to check and conoffice, via the App or through their withholding agent, the accuracy of their comprehensive income, applicable deductions, and taxes already paid; and to organize and keep readily available any supporting documentation submitted during the settlement process. Taking the 2024 individual income tax comprehensive income settlement as an example, this year’s settlement will commence on March 1, 2025. Taxpayers who plan to file their return between March 1 and March 20 may begin making appointments through the Individual Income Tax App starting February 21. In advance of that, taxpayers should complete the necessary preparations in accordance with the provisions of the Measures.
The aforementioned official stated that the public consultation will remain open until February 2. The tax authorities will carefully review and analyze the feasible suggestions and comments submitted by all parties, further refining and improving the Measures. Following the issuance of the Measures, the tax authorities will strengthen guidance on annual tax settlement and tax filing, enhance taxpayer services, continuously optimize the various functions of the individual income tax app, promptly address taxpayers’ legitimate concerns, and, as always, deliver an improved filing experience.

LITIGATION & ARBITRATION
The Supreme People’s Procuratorate has released typical cases involving the strict punishment of crimes related to financial fraud by intermediary organizations.
On January 3, 2025, the Supreme People’s Procuratorate released three typical cases involving the strict and lawful punishment of crimes related to financial fraud by intermediary organizations.
The three typical cases are: the case involving Su MouSheng and others for providing false certification documents and issuing materially inaccurate certificates; the case of Zhu MouJun and Liu MouJun for providing false certification documents; and the case of Wu MouHui for providing false certification documents. This batch of typical cases covers the main types of crimes related to financial fraud by intermediary organizations, summarizes the specific manifestations of violations of professional standards that are relatively common among personnel in such organizations during the course of their duties, and distills the criteria for determining both “knowing that a company or enterprise is engaging in fraud” and “gross negligence,” thereby providing guidance and reference for case-handling authorities.
An official from the Economic Crime Prosecution Department of the Supreme People’s Procuratorate stated that, in the next phase, the procuratorial organs will continue to strengthen penalties for crimes related to financial fraud. They will pursue, in accordance with the law, the entire chain of offenses—including fraudulent issuance, unlawful disclosure, and the issuance of false certification documents by intermediary institutions—while further refining the mechanisms linking criminal accountability with administrative and civil liability. Efforts will be stepped up to ensure comprehensive, multi‑dimensional accountability, thereby effectively raising the costs of illegal and criminal conduct.

The Jiangsu High People’s Court has released ten typical cases involving the capital market.
On December 31, the official WeChat account of the Jiangsu High People’s Court published ten typical cases involving the capital market.
This batch of typical cases is divided into three categories, comprising four cases on investor protection, three cases involving off‑exchange margin financing, and three cases concerning private equity investment funds. In Case No. 1 among the private equity investment fund cases, the court held that although a certain asset management company provided evidence showing that Mr. Lu had signed documents such as the Investor Information Notice, the Risk Disclosure Statement, and the Qualified Investor Commitment, it failed to demonstrate that it had conducted an appropriate assessment of Mr. Lu’s risk identification and risk‑bearing capacities, thereby bearing fault. Furthermore, the asset management company also failed to liquidate positions in a timely manner as stipulated in the contract, which likewise constituted negligence. The court determined that the asset management company breached its duty of suitability and failed to implement timely stop‑loss measures as agreed, thus establishing its liability, and accordingly ordered it to bear corresponding compensation to the investor.

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