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Broadly speaking, a ‘takeover’ takes place when one corporation acquires the actual control of another corporation, which is limited to listed corporation in this dissertation. ‘takeover’ is the product of the development of market economy. Since the late 20’s century, there has been one wave of takeover after another all over the world. But the takeover in Chinese listed corporation is just underway. As a result, the subject of relationship between takeover companies and target companies is much more concerned in the fields of academy and practice. Since takeover companies are able to impose influence or manipulation on target companies, they usually sacrifice target companies for themselves or corporation groups to utmost of profits. So it is of great significance to regulate the listed corporation’s ‘takeover’. In this paper, I had comparative research the takeover regulation in Securities Law of China and South Korea. Furthermore, this paper will be mainly divided into two parts, the substantive regulation and procedural regulation.

2002년에 이어 두 번째로 진행된 2009년의 중국 보험법 개정은 보험계 약법 등에 대한 대폭적인 개정으로서, 고지의무 불이행을 이유로 한 보험자 의 계약해제권 행사의 제한; 보험약관의 제시, 설명의무; 보험목적 양도시의 보험계약 효력 유지 등 개정은 피보험자나 보험계약자측의 이익을 보호하 는 타당한 개정이었다. 그러나 이번 개정에서도 각종 보험계약에 대하여 구 체적인 규정을 두고 있지 못한 것이라든가 또는 보험자의 대위권 행사범위 를 명확히 하지 못한 것이라든가 등 여러 미비점을 같고 있다. 본 논문은 중국 개정 보험법에 대한 고찰을 통하여 그 미비점을 보완하는데 목적이 있다.

After the Amendment in 2002, the second Amendment of the Insurance Law of the PRC in 2009 is a drastic revision of the law on insurance contract. There are some reasonable modifications concerningthe interests of the insured and the insurants, such as the restriction on the insurer’s right to terminate the contract due to insurant’s failure of making true representations, insurer’s obligations to notify and clarify the contract terms, and the succeeding of rights and obligations after the transfer of the object of insurance. Though given highly appraise in many aspects, the Amendment still shows some weakness in its comprehensiveness, for example, the absence of specific stipulations on insurance contracts of various kinds, the impreciseregulation on the extent of insurer’s subrogation right and so on. Based on a detailed study on the newly amended Insurance Law, the thesis aims to discuss the highlights and deficiencies of this law and bring up some suggestionson the improvement of it.

China’s banking system has shown a quantitative development since the its reform and opening up, but there still exist a double imbalance for its quality falls behind. However, China’s direction of economic development has been switching over from exportation industries to domestics and Chinese government is expected to strengthen the banking system centralizing on banks, and also distribute and mobilize the financial recourses for advanced banking business. China joined WTO in 2001, and it proposed its opened schedule for China’s henceforward financial market for 5 years. In case of China’s foreign-capital bank, ① China expanded its range of foreign capital related business and the branches of the official, ② revocation the regional restriction of handing Yuan and other regions,③ gradual revocation of customer restriction so that all chinese customers at China’s foreign-capital banks can access all the services they provide and enforced national treatment. Also, china permitted hard money, call money markets, issuing foreign credit cards, substitutional issuing foreign credit cards, the abolition of restrictions about Foreign-capital banks’ ownership, management and legal form by January 2005, permitted financial lease of foreign-capital banks and non-bank financial institution’s monthly installment plan for vehicles. China classifies its banks into four types of People’s bank of China as a central bank, Political bank, Commercial bank, and non-bank financial institutions. And the Foreign-capital banks are financial banking institution within China that is approved the establishment by China’s associating laws and regulations. Independent Foreign capital banks, branches and offices of foreign banks’ capitals are obtained from overseas, but in the case of China-Foreign partnership banks it should fulfill all the conditions that its foreign financial institutions’ investment proportions should not exceed 20 percent of total registrated capital, and in case of many out-of-area financial institutions, its total ownership ratio shouldn’t exceed 25 percent. For liaison factors of Foreign-fund banks’ capital, Chinese government established and enforcing the laws and regulations to manage the Foreign-capital banks, which represented as administration ordinance of foreign-capital banks, and minor regulations of it in 2006. In this paper, throughout the legislation of foreign-capital banks, we will examine present condition of WTO agreement and Chinese foreign-capital banks opening, the concept and features of the foreign-capital bank and its market entry, The foreign-capital banks’ foundation, alteration, closure, settlement, and legal responsibilities and review the problems of Korean banks’ entering chinese market and their remedies.

从经济意义上看, 增值税作为一种间接税, 在国家参与国民收入的再分配 过程中更强调的是它的效率性, 然而增值税制度或增值税立法更体现出它的 规范性、公平性和平等性。因此笔者认为, 在今后的增值税制改革中, 无论 是在具体的税法构成要素上的设计上, 还是在增值税所实现的税收功能上, 都应该体现出税法自身公平的价值取 向。 增值税立法的公平的价值取向为基础, 今后在增值税的制度改革上还需要 完善以下几点 : 第一, 对所有的产品或服务在生产流通的各个环节进行课税 时, 应该保持一个完整的课税链, 这样才会是保证税负的公平性。今后的制 度改革及立法方向在短期内将是如何确定税收管辖权的问题, 而长期的方向 将是增值税和营业税的“两税合并”。第二, 根据简化税制的原则, 在税率设 计上应该将目前的多档次税率同一为1个税率档次, 取消小规模纳税人的税 率档次, 同时取消对农产品、资源性产品等设计的13%的特别税率档次。同 时根据“轻税负”的原则将统一后的法定税率和实际税率都降低到10%, 这样 既可以减轻企业和消费者的税收负担, 也可以使商品在出口海外时具有国际 竞争力。第三, 按照国际通行的做法, 取消小规模增值税纳税人, 统一增值 税的纳税主体和课税标准。

Guangdong is adjacent to Hong Kong and there is frequent trade between two cities. CEPA, as an important method for China to join regional economic integration, has far reaching influence on the trade development between the two cities. Under the conditions, how to master the opportunity and challenge of CEPA agreement, to avoid and prevent the threat of detour dump and antidump, to take advantage of government, enterprise and talents to cooperate with each other in international trade and make full use of antidump coordinative effect of CEPA have turned out to be a subject worthy of research. Rules of origin is one of the fundamental instruments to implement the CEPA. Under the present CEPA framework, the foremost rules of origin for trade in goods is the “manufacturing or processing operations” criteria, supplemented with the “change in tariff heading” criteria as well as the “value - added content” criteria. As for trade in services, CEPA adopts the registration and local operation criteria to determine the “service supplier". These rules match well, to some extends, with the economic realities of Hong Kong, but certain problems still emerged from practices, for example, some rules are far more than accurate, some are too complicated, and some even cause suspect of violating relevant WTO rules. Therefore, we may adopt the “change in tariff heading” critera and the cumulation provision on trade in goods and adopt the “loose capital control” critera on trade in service.

中国目前已缔结了120多个BITs, 在世界上其数量排在第二。不过, 一直没 有根据中国BITs提起的投资争端, Tza Yap Shum v.秘鲁案是根据中国BIT提 起的第一投资条约仲裁案。ICSID秘书处于2007年 2月 2日正式受理, 并于 同年10月1日组成了仲裁庭。秘鲁政府于2008年3月提出抗辩, 认为仲裁申请 人没有权利援引1994年中国－秘鲁BIT从而ICSID仲裁庭对本案没有管辖 权。仲裁庭于2009年6月19日作出管辖权决定, 确认它拥有管辖权。仲裁庭 管辖权决定主要探讨四个方面的争点:第一, 关于香港投资者的投资者适格, 仲裁庭以香港居民Tza Yap Shum满 足中－秘BIT要求的具有中国国籍的投资 者要件为由承认香港居民的当事人适格；第二, 关于间接投资的投资适格, 仲裁庭以中－秘BIT对投资没有附加任 何直接或间接等限制为由承认间接投 资的投资适格；第三, 中－秘BIT上“有关征收补偿款额的争端”是否包括有 关征收的问题, 仲裁庭将有关征收补偿款额的争端的含义解释为包括有关征 收的任何争端, 承认其管辖权；第四, 申请人可否根据最惠国待遇条款援引 更有利于投资者的第三投资条约上争端解决程序规定, 仲裁庭驳回申请人的 主张, 因为中－秘BIT上最惠国待遇条款是针对特定对象规定的, 不能适用 于一般事项即争端解决程序。除了仲裁庭对第四争点的结论以外, 仲裁庭对 前三个争点的结论背离中国初期缔结的投资协定比较严格限制投资者利用投 资者－国家间仲裁这一普遍的评价, 同时我们可以看到仲裁庭可以通过各种 解释技术可以扩大管辖权。本文认为, 导致这种结果的第一原因在于中－秘 BIT条款表述模糊, 由此提供仲裁庭对条文解释的广泛裁量。为了防止仲裁 庭作出脱离缔约国意图的解释, 首先需要明确投资条约的相关条文表述。

China-Hong Kong CEPA and the China-Taiwan ECFA are preferential trade systems of bilateralism and regionalism which are different from the WTO’s Most Favored Nation Treatment (MFN) and multiateralism. CEPA and ECFA both are types of the Free Trade Agreement (FTA) legally based on Article 24 of GATT 1994, understanding of interpretation of Article 24 of GATT 1994, Article 2 and Article 5, Paragraph 2 of GATS of the WTO. The greatest difference between the two is the question of the title of sovereignty. The former is an unequal FTA signed by the legal entity of “One Country, Two Systems” of exclusive tariff territory (Hong Kong) within the same country (China). Meanwhile, the latter is an equal FTA concluded by the legal entity of ‘a special national relationship’ between a country (China) and the other (Taiwan). CEPA is composed of 6 chapters, 23 articles and 6 attached documents including the introduction, general provisions, commodity trade, country of origin, simplification of trade investments, and others. ECFA is organized with 5 chapters, 16 articles, and 5 attached documents starting with the introduction and general provisions, followed by trade and investment, economic cooperation, early liberalization of tariff (early harvest), and others. The purpose of CEPA is to reduce and abolish tariffs and non-tariff barriers of all practical commodity trades between China and Hongkong, promote liberalization of service trades as well as the facilitation of trade investments. On the other hand, ECFA aims to gradually strengthen economy, trade, and investment cooperations between China and Taiwan, and establish liberalization of commodity and service trades, equal, clear and convenient investment, and an economical cooperation mechanism in stages. These include commodity trades, service traces, and investment. However, while CEPA emphasizes regulations on place-of-origin to prevent preferential treatment including tariff removal from leaking out to offshore countries, ECFA recognizes them both as urgent issues and lays stress on the early harvest program, which is to first remove custom tariff from mutually agreed commodity trades and some service trade items. ECFA is closer to the general FTA than CEPA from the viewpoint of equality.’ Still, as a transitional agreement for developing into a higher-level FTA through future negotiations in a ‘perfection of negotiations’ perspective, ECFA keeps a further distance than CEPA which is a package settlement of negotiations. CEPA and ECFA are meaningful not only as singular economic integrations of four independent customs areas of China, Taiwan, Hong Kong and Macao, but also as a national integration process aiming for constructing a Greater China. CEPA provides reference data on establishing position of the Gaesung Industrial Complex by international and domestic laws, while ECFA presents the possibility of national unification through economic integration. This is very suggestive to the Republic of Korea, as the North and South continues to stand in hostility.

On June 29, 2010, Association for Relations Across the Taiwan Straits(ARATS) President Chen Yunlin and Straits Exchange Foundation(SEF) Chairman Chiang Pin-kung held talks in Chongqing, mainland China. The two sides jointly confirmed the contents of the Cross-Strait Economic Cooperation Framework Agreement(ECFA) and the Cross-Strait Agreement on Intellectual Property Rights Protection and Cooperation, and completed the signing ceremony. The two sides also discussed and reached consensus on issues for the next round of talks. ECFA is a comprehensive agreement. The content of ECFA substantially covers main economic activities (trade in goods and service, investment and economy) across the Strait. Comparing with terms “Mainland and Hong Kong or Macao” in Closer Economic Partnership Arrangement(CEPA), “Across the Taiwan Strait” is more acceptable for two parties, and also comparing with term “Arrangement” in CEPA, “Agreement” is more acceptable for political consideration. Among “the four Asian dragons”, Hong Kong, Singapore and Chinese Taipei conclude RTAs with Mainland China. It is right time for initiating negotiation on China-Korea FTA.