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China Compliance: Don’t Rely on Your China Staff, Part III

Posted in Legal News

In Part 1 of this series, I discussed how Chinese staff of foreign companies operating in China typically view China compliance very differently than the foreign company itself. In Part 2, I talked about how the views of Chinese staff can negatively impact the foreign company’s China compliance efforts.

In this post, I am going to discuss one aspect of what often happens with the local Chinese staff when the foreign company starts to enact real changes in its operations.

Typically when a foreign company begins establishing strong anti-corruption and compliance polices for its China operations, it will encounter strong resistance from some or all of its Chinese staff. There are multiple reasons for this and the one usually given by staff is the fear that acting within the law will hurt company competitiveness. But there is also usually another reason for resistance — this one unstated — and that is the fear by staff that their kickback gravy train will be ending or, even worse, that their previous kickbacks will be revealed and they will be fired.

It is not uncommon for Chinese employees to view their job as a platform for more than just a salary; it is also a platform for leveraging additional income through kickbacks. This view is even more prevalent among employees of foreign companies, which are viewed as easy marks.

When a foreign company initiates or toughens its China compliance and anti-corruption programs, the local employees cut off from their (usually substantial) additional income stream, commonly get quite angry about this. Usually, they start out by trying to convince the foreign company that it is making a big mistake and that its actions will prevent it from being competitive in China. They also will oftentimes accuse the foreign law firm for not having “any clue about how business is done in China” and demand that it be fired. My firm’s China lawyers have many times faced this.

It is when the above fails to work that things get really tricky. The disgruntled employee oftentimes starts listing the illegal activities the foreign company has engaged in and then says, “You can’t fire me, because if you do I will report you for ten years of non-compliance.” Half the time, it is this very employee who (deliberately) set you up so as not to comply and then always assured you that you were in full compliance or that your non-compliance would never matter. Much of the time, your non-compliance actually benefitted this employee, like for example if you paid salary off the grid.

How do you handle this situation? The pat answer is by preventing it from happening in the first place. If you have a strong compliance program in place from day one and if you comply with the laws, these threats should have no impact. But that’s the pat answer. The real answer is that it depends. It depends on what your violations are and whether they can be remedied and at what cost and it also depends on what your employee really wants. Almost always the employee wants a top-tier severance package and oftentimes just giving him or her that will be enough to keep them quiet, especially since their going to the government may put them at risk as well.

China Trademarks: Like a Box of Chocolates

Posted in China Business, Legal News

Those of us who deal with China trademarks on a regular basis are used to a certain level of weirdness. To be fair, most decisions from the Chinese Trademark Office (CTMO) are logical, apply the appropriate laws and regulations, and occur within the general expected timeframe. But a nontrivial number are simply bizarre, and come with neither warning nor explanation. A trademark might be rejected for a ludicrous supposed conflict, like having the word “the” in common with a previously registered trademark. A trademark might be registered when it should be rejected for being identical to a previously registered trademark. A trademark might sit in limbo for two or three years before it receives an official decision. You never know what you’re going to get. Just like a box of chocolates, if that box was a few weeks past the sell-by date. But even if you get two or three horrendous decisions in a row, you can usually convince yourself it’s bad luck rather than a trend. For this reason, it has taken people a while to realize that something monumentally weird is going on: the CTMO has stopped issuing decisions.

As it turns out, this is an open secret. Or rather, it’s not a secret at all, it’s just not being publicized. In conjunction with the new Trademark Law going into effect on May 1, the CTMO has been switching over to a new computer system. During the transition period, the trademark examiners have (in theory) been working as usual: reviewing applications and rejecting trademarks and approving trademarks and all of the other wonderful things they do. Except they have been doing all of this offline, and until the new computer system is operational, no one outside the CTMO knows exactly what the examiners have been up to or how many hundreds of thousands of decisions await dissemination. Had the transition to the new computer system taken a couple weeks, which was doubtlessly the plan, no one would have been the wiser. But like almost every major IT project in the history of IT projects, the transition is way behind schedule – nearly four months and counting.

The most recent update I heard was that the new computer system would be online by the end of this month at the earliest. Not exactly the boldest of pronouncements. The people at the CTMO cannot be happy with this situation; they busted their tails to get caught up before the new law went into effect and now, just a few months later, are more behind than ever. But the Chinese trademark agents (who handle the vast majority of trademark applications, and are required by law to handle all applications filed by non-Chinese entities) must be even unhappier. They’re the ones that have to pass along the results to their clients.

All of this is particularly ironic given the new Trademark Law’s inclusion of strict deadlines for trademark decisions, which was unabashedly publicized by news reports and law firms alike. But unless you’re Alanis Morissette, irony doesn’t pay the bills.

UPDATE (8-25): The CTMO has just started to issue a few rejections and approvals, but the massive backlog remains.


China Compliance: Don’t Rely on Your China Staff, Part II

Posted in Basics of China Business Law, Legal News

In yesterday’s post, we briefly talked about the rash of legal problems lately besetting foreign companies doing business in China and of how foreign companies must avoid the temptation to assume that their Chinese staff have all China legal issues covered.

This post addresses the resistance foreign companies (and their lawyers) often face from Chinese staff when the foreign company seeks to comply with Chinese law. This resistance typically stems from Chinese staff who believe that “Chinese laws are stupid and unrealistic and routinely ignored.” They are of the view that if “we follow all of these laws we will not be able to compete with all of the Chinese companies that do not.”

Here’s the really scary thing: your Chinese staff is often correct and we could cite example after example as to why. How can you compete when your WFOE pays employees for a 40 hour work week yet your Chinese competitors are paying the same for 70 hours of work from their employees? How can your WFOE get the big contract without discretely giving a white envelope (usually in a briefcase) to the decision-maker just like all of your competitors do?

I do not purport to have the answers to these somewhat intractable questions so instead I will quote from what one of our lawyers told a client the other day. This client was told of concerns that we had about the people with whom it was doing business and instructed to retain us to make sure that none of these people were on any sanctions or prohibited entity watch-lists. The client responded by saying that no matter what we might find about the people and the companies, he didn’t see how his company would not go forward with the sale. “It’s three and a half million in sales,” he said. To which our China lawyer in charge of that matter responded by saying, “right, but I really think you need to weigh that against a potential three and a half years in jail. For you. Oh, and you might end up having to spend that time in both a China jail and a U.S. jail because you can be prosecuted by both countries and I’m not sure whether the U.S. will give you any credit for time served over in China.” He retained us to do the search, and fortunately, everyone checked out.

If you are serious about bringing your China business into compliance it will not be pain free or inexpensive. But hey, it beats the alternatives.

China Compliance: Don’t Rely On Your China Staff

Posted in Basics of China Business Law, Legal News

You’ve heard the message. If you want to keep operating in China and stay out of legal trouble, the time is now to get your China house in order. And this is quite possible.

But, can you rely on the advice of your China staff to establish corporate and regulatory compliance procedures, as well as anti-corruption policies? The answer is a weak (or is a strong?) maybe. The problem is that far too often your local China staff  views compliance and legal issues far differently than you or a government audit would.

In Dead and alive: metaphors for (dis)obeying the law U.Penn’s language log explains a common Chinese phrase used during reporting on the recent OSI food scandal, and by doing so helps highlights the problem:

规矩是死的,人是活的。… “It conveys a fairly typical Chinese attitude towards any rules/laws/regulations: they are made to break, bend and be compromised. View it [sic] positively, this indicates a way of problem solving. [emphasis added]”

You want your Chinese staff to solve problems, but you must be wary of how they do so, because breaking, bending or compromising rules/laws/regulations does not work for foreign companies doing business in China. Foreign companies with a history of local-style problem solving are low hanging fruit for Chinese government bureaus looking to demonstrate they have the will to enforce their own laws and that they care about the citizenry they are to serve.

Our China lawyers are always getting contacted to help foreign companies after they have gone through the following:

1. Foreign company sees need, and has some will to become compliant with Chinese laws and regulations and to establish a “no bribery policy” and it so instructs its employees.

2. Upon being so instructed, its Chinese employees think that “if we follow all these stupid rules we cannot accomplish anything”

3. The Chinese employees insist that they understand the company’s new “get clean” directive but little to nothing changes. Nonetheless, the foreign company relies on its local Chinese employees, believing that everything is just fine.

4. A government bureau shows up for an audit.

5. The foreign company learns that everything is not fine and that claiming that it was only doing what its Chinese employees insisted was legal and right provides it no relief. In fact, it oftentimes learns that claiming to have done only what some Chinese government bureau itself told them it to do also provides no relief.

6. Now, in the crosshairs, the foreign company realizes they require assistance beyond what their Chinese staff can give. At this point, they call our China lawyers.

Our job at that point is to try to reduce the sanction because it is usually too late to avoid all consequences. Without question, it is easier to get legal before the government knocks at your door. And relying on your local China staff to get legal rarely is going to work. For more on this is the case, check out Your Chinese-American VP Don’t Know Diddley ‘Bout China Law And I Have Friggin Had It.

An important first step to preventing a compliance/corruption problem is establishing a strong anti-corruption policy that zealously works to prevent your company and your entire staff from violating the China’s anti-corruption laws and those of your home country. At minimum, this means you have provided an Anti-Corruption Compliance Manual, written in both Chinese and in English, to all of your staff, and that you regularly conduct staff training to ensure the necessary shift in company culture takes place. This also means that you have objective third parties audit your company for compliance and then you take actions necessitated by that audit report.

And that leads to our next post focusing on compliance, which will discuss further why you need to get compliant now.

China Part-Time Employee Rules

Posted in Basics of China Business Law, Legal News

In China, the rules for part-time workers are not nearly as developed as the rules for full-time employees. In fact, it was only a few years did China begin legally recognizing part-time employees. The 1994 Labor Law applied only  to full-time employees and did not even mention part-time employees. In 2008, the revised PRC Labor Contract Law for the first time recognized part-time employees on a statutory level.

Unlike full-time employees, part time employees do not require a written contract. This does not, however, mean that the hiring and retention of a part-time worker is any less complicated than for a full-time employee and for the reasons set forth below, our China lawyers advise our clients to execute written contracts with both their full-time and their part-time employees. One reason to have a written contract with your part-time employees is to ensure that your employee understands the terms of employment and his or her work responsibilities and obligations. A contract makes clear that your employee (be she full or part time) agrees to obey all company rules and regulations. It can be particularly important to get something in writing regarding your company rules for protecting your confidential information, trade secrets and intellectual property.

A written contract also can serve as proof that your part-time employee is indeed a part-time employee. Towards that end, the contract should have a provision clearly stating the part-time nature of the position. At minimum, we typically like to put the following into the labor contracts we draft between our clients and their part-time employees

  • The working hours
  • The term/duration of the employment agreement
  • A description of the work the part-time employee will be performing
  • The part-time employee’s wages
  • Applicable labor protections and labor conditions

Note that you are not allowed to set a probation period for a part-time employee.

Under China’s Labor Contract Law, a part-time employee can work no more than four hours a day and no more than 24 hours in a week. If the part-time employee works more than these hours, you are at risk of “converting” him or her to a full-time employee, with all the legal obligations that go along with that status.

Chinese law requires that you pay your part-time employee wages at least every 15 days. This is different from the rules for full-time employees who are usually paid monthly. As with full-time employees, the salary you pay to your part-time employees must meet the local minimum wage requirement.

Chinese law allows either the employer or the part-time employee to terminate the labor contract at any time, without prior notice. As a general rule, the employer is not required to pay any economic compensation to the employee.

Employers are also normally required to pay only work-related injury insurance for their part-time employee but because every locale in China seems to have different rules on this, we always check first with the relevant authorities to figure out our client’s benefit obligations for part-time employees.

How To Get Legal In China. Now.

Posted in Basics of China Business Law, Legal News

During the past year, the number of calls from American (sometimes European) SMEs pushed out of China for having operated there without a legal entity (such as a WFOE) have doubled? What is causing this increase of foreign companies getting shut down in China?It’s the economy, stupid.

As China’s economy tightens, various local governments increase their crackdowns on foreign companies operating illegally. Period. But what also happens is that these foreign companies terminate their relationships with their Chinese personnell and then those ex-personnel report the company for operating illegally.

Generally, there is not much our China lawyers can do for a company that has been pushed out of China, but there is a lot we can do for those companies seeking to go legal. And fortunately, the calls and the emails from those companies have increased as well, no doubt due to what they have heard is happening to their compatriots.

The first thing we as lawyers need to do to help these companies get legal (and fast) in China is to figure out how they are currently operating in China (illegally) and then figure out the best way to get them operating legally.

An email from one of our China lawyers to such a client passed my desk the other day and I thought it would be helpful to reprise it here, with changes made so as to completely camouflage the company to whom it was written:

 

Please provide more details about your business model, including the following:

I understand that your core business is selling _____ products. How do you sell these products? (On the Internet? In a store?)

To whom do you sell your products? (Direct to the consumer? To a store? Via a distributor?)

Where do you sell your products? (The US only? North America? Europe? Asia? China?)

Do you have goods manufactured solely for your own company, or do you sometimes have goods manufactured on behalf of a third party?

What percentage of your products come from China?

Please provide more details about what you are doing in China, including the following:

  • I understand that you currently purchase from approximately _____ factories in China and import approximately ____ thousand containers per year. Are your purchases spread fairly even across those factories, or do you order a large percentage from a few of them? 
  • Are the factories scattered across China, or are they concentrated in one or a few areas?
  • Do you have factories make customized goods for you, or do you order “off the shelf” goods that the factories already make?
  • Do your products bear your brand/trademark, or the brand/trademark of any third parties?
  • For how long have you been working with these factories? How did you come to choose them?
  • How do you purchase your products from China? Do you purchase them directly or via a middleman/sourcing agent? Do you use contracts? Purchase orders? Are you committed to purchasing minimum quantities of anything?
  • Do you have any plans to add new factories or drop existing factories?
  • Do you have any other plans to change your operations in China during the next 1-3 years?

Please provide more details about your “employees” in China, including the following:

  • I understand that you currently engage ____ people in China to ______. On what basis have you engaged them?
  • For how long have they worked for you?
  • How did you hire them in the first place?
  • Have they signed a contract? A confidentiality agreement? Anything?
  • How do you communicate with them? 
  • How much do you pay them?
  • How often are they paid?
  • In what currency?
  • In what manner (check, wire transfer, cash, etc.)?
  • What arrangements, if any, have you made for payments into these “employees’” social insurance accounts?
  • What are their responsibilities?
  • To whom do they report to?
  • Where in China do they work?
  • Do they have an office? If so, where is it?
  • Have you ever engaged other people in China besides these ______ current people? If so, how did those engagements end?

Please provide more details about your future hiring plans in China, including the following:

  • I understand that you are thinking about engaging ____ additional people in China. When do you anticipate bringing them on?
  • How much will you pay them?
  • What will their responsibilities be?
  • To whom will they report?
  • In what city will they work?

What are your main concerns regarding your operations in China?

  • Compliance with Chinese laws, including labor laws?
  • Developing a market for your products within China?
  • Ensuring product quality and compliance with relevant laws in the markets where you sell?
  • Protecting your IP?
  • Something else?

Once we get answers to the above, along with answers to various follow-up questions, we are ready to start presenting various options, along with their plusses and minuses and their costs.

China Contracts and the Unknown Counterparty

Posted in Basics of China Business Law, Legal News

Whenever one of our China lawyers drafts an agreement for a client doing business in China, one of the first things we ask is the identity of the Chinese counterparty. It’s a deceptively simple question.

The typical Chinese manufacturer (for example) is composed of multiple entities, with complicated lines of ownership. One entity may run the factory, another entity may run the office, and a third entity may serve as a holding company – and is probably based in Hong Kong or Taiwan. Overseeing the entire operation is a controlling shareholder who could care less which entity is the contracting party. And every single person on the Chinese side ignores corporate formalities and behaves as if all the entities are interchangeable.

But the entities are not interchangeable, and the counterparty matters. How it matters depends on your goals and the Chinese side’s corporate structure.

One basic rule is that the counterparty should have financial resources. No rational company should sign an agreement with a counterparty that is effectively judgment-proof. But many holding companies, especially those in Taiwan and Hong Kong, conduct no business other than receiving payments, and their bank accounts are emptied every few days.

Another rule is that the counterparty should be the entity that you pay. In the face of a stack of wire transfer receipts and a signed contract, it’s hard to argue that a business relationship doesn’t exist. This rule is considerably less compelling, however, when the Chinese side insists that payments be made to its holding company.

Meanwhile, if you have any hope of stopping IP infringement, the counterparty should be the entity most likely to steal your IP – the factory. But the factory may be an otherwise impractical choice if it has neither financial resources nor English-speaking personnel.

Similarly, you will need to consider dispute resolution, especially if the holding company is a Hong Kong or Taiwan entity. Where do you want to litigate (or arbitrate)? And where do you need to enforce the judgment?

Regardless of the named counterparty, any contract should reflect the reality of your relationship with the Chinese side. If the factory handles manufacturing and shipping, the office handles communication and orders, and the holding company handles all payments, then the contract should make that clear. The ideal situation, of course, would be for one Chinese entity to handle everything. But reality rarely matches the ideal.

Determining what makes sense in your particular situation will require a combination of common sense and due diligence. And, increasingly, common sense when conducting due diligence.

Vietnam As China Replacement

Posted in China Business

You know how when you buy a particular kind of car you all of a sudden see that particular brand of car everywhere? A similar thing has been happening to our law firm with respect to Vietnam. As soon as we brought on a really experienced Vietnam lawyer, we started seeing Vietnam opportunities just about everywhere:

  • The high end shoe company client that was being threatened with a massive law suit in China by its China supplier for funds allegedly owed that supplier for shoes that our client literally could not sell? Start making the shoes in Vietnam.
  • The clothing company that paid its long-time China supplier right before that supplier shut down and disappeared with all of the money? Transfer manufacturing to Vietnam?
  • The American company whose China work force and China suppliers have combined to raise costs so much that it can no longer make a profit? A move to Vietnam is in order.

But what has recently really put the frosting on Vietnam’s cake has been the increased coziness between the U.S. and Vietnam governments. The New York Times did a story on this, entitled, In China’s Shadow, U.S. Courts Old Foe Vietnam, mostly focusing on the rapidly warming political relations between the two countries. But needless to say, with the warming political relations has come warming economic relations and what that means on the ground is that Vietnam is redoubling (if retripling were a word I would have used it) its efforts to bring in American businesses. I was in Vietnam during the riots against Chinese businesses and the word everywhere was that declining Vietnam-China relations meant that Vietnam would need to buff up its welcome mat for American companies and it has unrelentingly done so pretty much ever since.

Two days ago, in Foreign Executives in China. Worry Me Yes or Worry Me No? we wrote about how American executives that have acted within the law in China need not panic due to what is happening there with the onslaught of anti-corruption and anti-trust claims being brought against foreign companies. But that does not mean that American companies should not be looking at their China businesses holistically and making the tough decisions as to whether to stay or go or maybe just supplement.

For more on Vietnam as a China replacement, check out the following:

China’s SaaS Market: WFOEs Need Not Apply

Posted in Basics of China Business Law, Legal News

A major trend in the business software business is provision of software not through installation on a customer’s computer but rather through online access using the Internet. This approach is known as software as a service (SaaS). Though SaaS is a major trend in the U.S. and Europe, SaaS in China by a foreign company or a WFOE is not possible. This poses major issues for foreign software companies seeking to enter the China market.

China recognizes the SaaS method of providing software. However, use of the Internet requires that the provider acquire a commercial ICP license. Since SaaS by definition makes use of the Internet, all SaaS systems in China require the provider obtain a commercial ICP license.

Here is where the problem arises. A WFOE or other foreign owned entity cannot obtain a commercial ICP license in China. There are no exceptions to the rule. Accordingly, if a WFOE or foreign entity wants to offer its software in China though a SaaS system, it must do using an indirect method such as licensing the software to a licensed Chinese entity through a method often called an “Internet portal”.

China’s Ministry of Industry and Telecommunications (MIIT) is in charge of Internet licensing. The MIIT has become even clearer on the SaaS rule as it confronts the growth of software business in China. In particular, its position on foreign software providers has hardened over the past several months as China responds to Snowden’s NSA revelations and the cyber espionage claims of the U.S. against the Chinese military. In the past, many U.S. software providers argued that the commercial registration rule did not apply to their business because no e-commerce was conducted on the SaaS site. Others argued that a Ministry of Commerce exception applied to their SaaS offerings. These arguments have been forcefully rejected by both the Beijing and Shanghai offices of the MIIT and they cannot be relied on for future SaaS business in China by foreign companies.

Accordingly, a WFOE has available the following two methods for selling its software in China:

  • Direct sales to customers. Software is installed on the client server and all data is housed on the client server as well. If the client wants to make the data available to the general public, the client does this on its own Internet site, under its own license. The WFOE would in no way be involved in this process. The WFOE could of course be engaged to manage the entire process, including creating an intranet available only within the client’s premises or as an Internet site available to the general public. The licensing (commercial or non-commercial) for such a public website depends on how the service is constructed.
  • SasS offered through a service/license agreement with a 100% Chinese owned Internet ”portal.” As noted above, provision of software through SaaS cannot be done directly by the WFOE because the provision of SaaS services in China by ANY entity requires a commercial ICP license. That is, if a 100% Chinese owned company wants to provide its software through SaaS, that Chinese entity must obtain a commercial ICP license. Note that it is not relevant what the customer will do with the software. All that is relevant is that 1) the customer is paying for the software and 2) access to the software is delivered through the Internet. Thus, the argument that SaaS software is not commercial because no e-commerce is done on the providing website fails. If the WFOE is paid for the software the whole transaction is commercial and it is therefore subject to the commercial ICP license requirement that applies to all SaaS activities in China.

To use a SaaS approach, the WFOE will be required to offer the software through a Chinese owned company that owns a commercial ICP license. Such an entity is referred to as an Internet portal. Under an agreement with a portal, the WFOE would contractually engage the portal to offer the SaaS software package, using the portal’s license as the applicable commercial ICP license. Because the portal approach is new in China, there is currently no standard portal agreement or portal structure.

Though the portal approach is a new concept, the MIIT officials in both Beijing and Shanghai have in just the last few months told our attorneys on multiple occasions and without hesitation the following:

  • SaaS CANNOT be done directly by a WFOE. There are NO exceptions.
  • Indirect provision of foreign software services through a portal arrangement is acceptable because the portal entity will be entirely responsible for complying with Chinese law. All MIIT offices we have contacted have affirmatively recommended the portal approach without any prompting from us.

To summarize: there are two ways a WFOE can sell software in China: Direct sales through the WFOE or indirect sales through an Internet portal. There is no intermediate method that allows for direct sales using the SaaS approach.

Many of our clients are contacted by ISPs, cloud service providers and related entities in China who claim to offer just such an intermediate method. Such offers should be viewed with caution. In our experience, these offers are coming from two kinds of companies: 1) companies that do not understand the law and 2) companies whose business model is built around evading/violating the law. Given China’s current legal environment regarding foreign companies, it makes little sense to operate in a way that claims to exploit a loophole or grey area.

Foreign Executives in China. Worry Me Yes or Worry Me No?

Posted in Basics of China Business Law, China Business

With the media recently paying so much attention to foreign businesspeople getting in trouble in China, the phones of our firm’s China lawyers have been ringing off the hook from worried Americans based in China. We are getting the following kinds of questions and we are giving the following kinds of short answers (needless to say, our long answers are much more nuanced):

1.  Should I leave China? Not unless you or your company have violated Chinese law in such a way that you are at risk for going to jail.

2. But isn’t China arresting innocent foreigners?  Not as far as we can tell. We obviously do not have all of the facts or even close to the facts we need to answer this question with any sort of certainty, but it appears that China is going after foreigners it honestly believes have violated Chinese law. We see so many foreign companies operating in violation of Chinese law that we almost have to believe that no matter what the reason is for China’s increased crackdown against foreigners, there is no need for China to start arresting people for no legal basis at all.

3. What about my D&O insurance, that will cover me won’t it? Not exactly. It will may prevent you from having to pay for your own defense but it sure as heck isn’t going to keep you out of a Chinese jail.

4. But if they come after me, I’ll have time to just leave on an airplane right? Very doubtful.

5. Is this crackdown really any worse than it’s always been? We are not sure. It feels like it is but that is always hard to gauge.

6. What should I do to avoid going to a Chinese jail? Don’t violate the law. More importantly, make sure nobody else in your company is violating the law.

7. Am I crazy to be worried? Absolutely not. You’d be crazy not to be worried. Your worry will lead to you and your company taking necessary steps for protection, so it’s a good thing. Just don’t worry too much and don’t let it paralyze you. Again, it just does not seem that China is acting randomly here.

8. But what about Chinese companies, aren’t they all doing what these foreigners are getting arrested for? Yes, but so what? How will that help you?

7. Should I leave China right now?  See #1 above.

I am going to conclude this post with a really really long list of the posts we have done over the years relating to criminal liability for foreigners. I am providing this long list to show that this issue goes all the way back to the inception of this blog in 2006, to show the panoply of criminal issues that can impact a foreign business in China, and mostly just to show that China has not and probably is not going after people without any legal basis for doing so.