Sympower raises €3 million in Series A funding round

Sympower raises €3 million in Series A funding round

Sympower, an international scale-up driving the energy transition, has raised €3 million in a Series A funding round from Dutch investment funds Social Impact Ventures and Participatiefonds Duurzame Economie Noord-Holland (PDENH), current investors and team. The investment will fund international growth in order to maximise the impact on electricity systems across the globe. The goal is to become the leading global platform for providing sustainable, distributed balancing services to the electricity system. Remaining an independent player on the different energy markets will continue to allow for fast and unrestricted scaling of services and partnerships.

Sympower provides cost-effective and sustainable balancing services to the electricity grid. The Sympower software platform responds to fluctuations in the supply and demand of electricity grid in milliseconds, by regulating the consumption or generation of electrical installations across multiple industrial and commercial sectors, while taking care not to interrupt primary processes.

Sympower was advised by Tim Carapiet from Wintertaling advocaten en notarissen.

Press release:

 

Wintertaling partner of Amsterdam Capital Tour XXL 2019

On 23 September 2019, Paula Schouten, Jasper Franke and Tim Carapiet, members of the Wintertaling startup desk joined Amsterdam Capital Tour XXL: special Capital Tour by Night edition, as part of the Amsterdam Capital House (former Amsterdam Capital Week).

Also this year, Wintertaling was a proud sponsor of this great event that brings together startups and capital within the Amsterdam startup ecosystem. Amidst the founders, RVO, angel investors and venture capital funds, Wintertaling hosted several roundtables at STAN&CO and talked to founders about the legal aspects of investments, how you commit your (future) employees and how you protect your business under Dutch Law. It was a great capital tour edition with a fantastic closing setting at the Waalse Kerk for networking and drinks. Thank you to all our table guests!

LinkedIn Post

Holland Capital invests in Valori

Holland Capital invests in Valori

Investment company Holland Capital has acquired a majority interest in Valori, the largest independent software testing and quality assurance player in the Netherlands. With the chosen strategy, Valori wants to further strengthen its position in the field of software testing and quality assurance and achieve a turnover of approximately EUR 50 million.

Valori was founded in 1989 and is based in Utrecht. Valori tests new computer systems or modifications to existing systems. With more than 200 specialized professionals it has knowledge of a large number of sectors, tooling and software platforms. Valori supports its clients in the architecture, testing and monitoring of software implementations. Valori has been a client of both AM and BM at the Utrecht office for many years. There has been extensive cooperation between the three departments.

Holland Capital is one of the first independent private equity firms in the Netherlands. For more than 35 years, they have been investing responsibly and successfully in promising Dutch SMEs with growth ambitions. With a clear investment strategy, they respond to long-term trends in attractive growth markets, focusing on Healthcare and Technology.

Valori was advised by Marein Smits from Wintertaling advocaten en notarissen.

Press releases:

 

Workshop Wet Arbeidsmarkt in Balans voor uitzendbureaus

Workshop Wet Arbeidsmarkt in Balans voor uitzendbureaus
(in het bijzonder ook de back-office dienstverleners/-gebruikers)
en payrollwerkgevers

 


Wanneer:     Donderdag 22 augustus 2019

Waar:            Wintertaling advocaten & notarissen
………………. Antonio Vivaldistraat 66
………………. 1083 HP Amsterdam

16:00 uur     inloop

16:30 uur     presentatie + interactieve sessie

17:30 uur     borrel




Per 1 januari a.s. treedt de Wet Arbeidsmarkt in Balans (de ‘WAB’) in werking.

De WAB heeft raakvlakken met het gehele arbeidsrecht, maar raakt in het bijzonder de flexibele arbeidsmarkt. Alle dienstverleners die arbeidskrachten ter beschikking stellen op basis van (thans) de uitzendovereenkomst -maar ook hun inleners- gaan met de consequenties van die wet te maken krijgen en die consequenties gaan best ver.

In onze presentatie geven wij vanuit de advocatenpraktijk een overzicht van de belangrijkste wijzigingen. Wij zullen vooral de praktische aspecten belichten die voor u relevant zijn. U moet daarbij denken aan de volgende aspecten:

1. Wat betekenen de wijzigingen voor de praktijk van uitzendbureaus en payrollwerkgevers?
2. Wat is na de behandeling van de WAB in de Eerste Kamer nu precies het verschil tussen uitzenden en payrollen en hoe dient men daarmee in de praktijk om te gaan?
3. Wat betekenen de wijzigingen voor de back-office dienstverlening en hoe dient men daarmee in de praktijk om te gaan?
4. Welke gevolgen van de WAB treden per 1 januari a.s. direct in werking en welke gevolgen later (overgangsrecht, pensioen)?
5. Met welke risico’s wordt de inlener geconfronteerd en wat kan de inlener daar aan doen?
6. Wat zijn verder de belangrijkste voor- en nadelen van de nieuwe wet?

Omdat een groot aantal aspecten van de WAB direct zullen werken vanaf 1 januari a.s. kunt u eigenlijk niet wachten met uw voorbereiding.

Wij willen u daarom een platform bieden om u tijdig te informeren over de WAB en uw vragen te beantwoorden.

Wij vernemen dan ook graag tegen welke punten van de WAB u aanloopt en met welke vragen u zit. Deze aspecten kunnen wij ook betrekken in onze presentatie.

* * * * *

 

Na de presentatie is er tijd voor informeel contact met een hapje en een drankje, bij mooi weer op ons dakterras.

Het bijwonen van de workshop is kosteloos. Als u belangstelling heeft in onze workshop dan zien wij uw aanmelding graag voor 8 augustus a.s. tegemoet. U kunt zich aanmelden via w.groustra@wintertaling.nl of j.horsten@wintertaling.nl.
Mocht u op de geplande datum onverhoopt verhinderd zijn maar wel belangstelling hebben voor de workshop, dan verzoeken wij u dat ook aan te geven. Dan zoeken we voor u naar een alternatief.

Wij hopen u op onze workshop te mogen verwelkomen.

Met vriendelijke groet,

 

Wilfred Groustra en
Jennifer Horsten

An Overview of Chinese Art Law: Collectors on Tiptoes

An Overview of Chinese Art Law: Collectors on Tiptoes

Transition from Irrationality to Maturity

The Chinese art market is continuing its restructuring which started from 2015. While its global share shrunk with a 5.21% reduction in 2018, the market is moving towards maturity and leaving the days of much-hyped bidding behind. The latest report from the European Fine Art Foundation (TEFAF)[1] indicates that artwork trading through auctions in China no longer is deemed as an investment vehicle. Chinese secondary-market sales is less irrational than it was in 2011, when turnover hit a record US$ 5.1 billion for fine art and antiques in mainland auctions.[2]

According to the report, a new generation of collectors is shaping a different landscape of Chinese art market. There is a steady progress for Chinese oil paintings and contemporary art. As a young market, it has a clear potential for academic and marketing growth. Although sales figures indicate that Chinese calligraphy and painting market is plummeting, there were still eight contemporary works in the 2018 top 100, and three of them were sold for over $10 million. Such phenomenon demonstrates that investors’ attention is slowly shifting to artistic value.[3]

An Outline of Chinese Art Law on the Purchase and Export of Artworks

The term “artwork”, according to Article 1 of Interim Provisions on the Importation and Exportation of Artwork[4], refers to paintings, works of calligraphy, seal cuttings, sculptures and carvings, artistic photographs, installation art, industrial art and the limited replicas of the above-mentioned works. It does not encompass cultural relics that are governed by the Relics Protection Law and its associated laws and regulations, e.g. ancient tombs, ancient architectural structures and cave temples.

Restrictions on cross-border artwork sales

Any artworks created after 1911 are controlled according to the lists of artists issued by the State Administration of Cultural Heritage (SACH)[5]. While these artworks can be freely sold domestically, the export is subject to prior examination and approval of the related authorities. As for other artworks which are not part of the list, nor fall into the category of cultural relics, the export of a reasonable number of pieces for personal use should be declared to customs beforehand. In the case of export for public purposes, the exporter must entrust a qualified export agency to assist with the application process.

It is worth noting that Beijing, Shanghai and Xiamen have established free-ports for artworks, the principle of which is to promote free entry and exit.

Tax on artwork transaction

Capital gains tax is levied as a kind of income tax under the Circular Regarding Strengthening and Regulating the Imposition of Individual Income Tax on Incomes Derived from Auctions by Individuals.[6] The sale of an artwork by someone other than its creator is considered to be a transfer of property – which is taxable. When the sale is made at auction, the basic expenses for taxation should be evidenced by formal documents.

Regarding the value-added tax, the Provisional Regulations of the PRC on Value-added Tax (VAT)[7] provides that the VAT rate is 17%. The VAT for exported goods, however, is 0%. Moreover, there is no wealth tax levied in China.

Future Prospective: Keep Up with Tax Reform

As the Chinese art market matures, cumbersome supervisory procedure and heavy tax burden have created hurdles to foreign collectors who are interested in Chinese art market. Even though significant tax breaks are unlikely, it is feasible that Beijing reduces tax and currency restrictions that have limited the art market’s growth.

We shall be happy to assist you with any queries on the transfer of artworks in- and out of China, and subsequent tax issues.

[1] TEFAF, Art Market Report – The Chinese Art Market, < https://www.tefaf.com/about/art-market-report>

[2] Tim Schneider, The Much-Hyped Chinese Art Market’s Best Days May Already Be Gone, <https://news.artnet.com/market/tefaf-chinese-art-market-1488982>

[3] TEFAF, Art Dealer Finance 2018, < https://amr.tefaf.com/assets/uploads/TEFAF-Art_Market_Report.pdf >

[4] http://www.lawinfochina.com/display.aspx?lib=law&id=8134&CGid=

[5] http://www.sach.gov.cn/

[6] http://www.fdi.gov.cn/1800000121_39_3151_0_7.html

[7] http://www.gov.cn/zhengce/content/2017-12/01/content_5243734.htm

5th Judicial Interpretation of China’s Company Law

5th Judicial Interpretation

of China’s Company Law

On April 28, 2019, the Supreme People’s Court promulgated the Provisions on Several Issues concerning the Application of the Company Law of the People’s Republic of China (V)[1] which came into effect on April 29 2019. In China it is customary for the Supreme Court from time to time to share their views on how they interpret legislation as few cases are published in jurisprudence. It applies to all companies established in China, including both domestic and foreign-invested companies. While the interpretation is short with only 5 provisions, it has strengthened the protection of minority shareholders and demonstrated a clear intention to encourage the resolution of disputes between shareholders in ways that avoid dissolving the invested company.

  1. Connected Transactions (Article 1 & Article 2)

Article 1 is based on article 21 of Company Law which prohibits connected parties from prejudicing the interests of the company by abusing their connected relationship with it. Accordingly, a minority shareholder of a company who satisfies the conditions under Article 151 of China’s Company law is entitled to claim loss and damage against the company’s controlling shareholder, actual controller, director, supervisor or senior management for the benefit of the company, if a connected transaction has damaged the interests of the company and the company has failed to take legal action itself.  A qualified minority shareholder is, according to Article 151 of Company Law, any shareholder with more than 1 percent shares of the company for at least 180 consecutive days by itself or with others. Additionally, to loosen the shareholder’s burden of proof, it was stipulated that the liabilities cannot be waived by simply claiming that all necessary procedures for the transactions have been fulfilled (e.g. fulfilling obligation of information disclosure, etc.).

Furthermore, Article 2 of the 5th Judicial Interpretation provides that if under any circumstance which may render the connected transaction contract voidable or revocable, a qualified shareholder may sue to the court to invalidate or to revoke the contract pursuant to Article 151 of Company law if the company itself fails to take such action.

  1. Removal of Directors (Article 3)

The 5th Judicial Interpretation makes it clear that a director may be removed from the board by effective resolutions of the shareholders meeting or shareholders general meeting prior to the expiry of the director’s term of office. However, this mechanism still does not work in the situation of a deadlock within the company.

  1. Time limit 1 year for profit distribution (Article 4)

If resolutions to distribute profits to the shareholders have been passed by a shareholder’s meeting or general meeting, such profit distribution should be completed in accordance with the times stated in the resolutions, or in the absence of that, in accordance with the relevant provisions of the company’s Article of Association (“AoA”), but in any event it shall be within 1 year after the date of the resolutions.

  1. Resolution of shareholder’s disputes (Article 5)

Material disputes between shareholders of a limited liability company may lead to a termination of the shareholder’s participation agreement and, ultimately, dissolution of the company. That may in turn affect local community and economy, especially the smaller ones. The 5th Judicial Interpretation provides that the court which hears major disputes between shareholders should endeavor to mediate and support any agreements between them to resolve the disputes in the following events:

  • Redemption of some shareholder’s equity interests by the company;
  • Transfer of equity interests between the shareholders;
  • Transfer of equity interests to a third party;
  • Capital reduction of the company;
  • Split-up of the company;
  • Other ways that can resolve the shareholders’ disputes, resume the normal operation, and prevent dissolution of the company.

For any questions regarding China’s Company Law and its interpretations, please feel free to contact Wintertaling China Desk.

[1] Provisions of the Supreme People’s Court on Some Issues about the Application of the Compnay Law of the People’s Republic of China V, < http://lawv3.wkinfo.com.cn/document/show?aid=MTAxMDAxMzE1MjE%253D&collection=legislation&showType=0&lang=zh_CN >

An Overview of the New Changes in China’s Tax law

An Overview of the New Changes in China’s Tax law

In order to encourage the development of certain industries, tax reform in China has continued by a publication of a host of tax incentives in begin 2019, ranging from adjustment of value-added tax (“VAT”) rate to reduction of corporate income tax (“CIT”). This article highlights the changes that may directly affect doing business in China by foreign taxpayers.

  1. New VAT policies

The Ministry of Finance, State Taxation Administration, and the General Administration of Customs have jointly on April 1, 2019, released several new policies on VAT to fundamentally reshape the country’s VAT regime, aiming to encourage economic growth in certain industries by lowering VAT rates and increasing VAT credits. The latest changes mark the final stages of China’s overhaul of its VAT system.

Three major changes to the new VAT policies are highlighted hereinafter.

(1) Reducing VAT rate

Starting from April 1, 2019, Chinese taxpayers who were originally subject to VAT rates of 16% (manufacture industry) and 10% (real estate industry; telecommunication industry; agricultural industry) on import and export goods, will now be subject to an reduced 13% and 9 % respectively, 6% VAT rates remain the same. [1]

For goods purchased by overseas travelers, the departure tax refund rate has now been adjusted to 11% and 8% from 13% and 9% respectively.

(2) Changing the redemption of input VAT credit for real estate and projects under construction

From April 1, 2019, the company registered as a general VAT taxpayer in China can claim the full input VAT credit (meaning added cash flow into the company) all at once for purchases of real estate and construction services. Previously, it was stipulated that the input VAT credits for purchases of real estate and construction services are claimed over a two-year period.

(3) Allowing input VAT credits for excess input VAT credits

According to old rules, when a company’s input VAT exceeds the output VAT, meaning the VAT charged and collected from customers, the excess VAT will be carried forward to offset the output VAT in the next tax period.

Under the new policy, companies are able to enjoy a refund on their excess input VAT under paragraph 8 of the policy,[2] if the following criteria are met:

  • If the overdraft VAT for each of the six consecutive months (two consecutive quarters if taxed quarterly) is not less than RMB 500,000;
  • The taxation credit is rated as A or B;
  • They have not received refunds on their levy;
  • There have been no penalties by tax authorities 36 months before its claim for VAT refund; and
  • They have not committed VAT fraud in the last 36 months prior to claim.
  1. New CIT

A new corporate income tax (CIT) policy was released in order to encourage enterprises to engage in pollution prevention and control which is aligned with the government’s environmental goals.

The policy was jointly announced by the Ministry of Finance, State Administration of Taxation, National Development and Reform Commission, and Ministry of Ecology and Environment on April 13 in The Announcement on the Third Party Enterprise Income Tax Policy Concerning Pollution Prevention and Control.[3] It will be implemented retroactively from January 1, 2019 until December 31, 2021.

Under Article 5 of the incentive, a reduced CIT rate of 15% is rewarded to qualified enterprises that are commissioned by enterprises or the government to operate or maintain environmental pollution control facilities. Requirements for qualified enterprise are:

  • The enterprise shall be registered in accordance with PRC law;
  • The enterprise has been operating or maintaining environmental pollution control facilities for more than a year;
  • The enterprise shall hire no less than five technicians with intermediate titles, or two with senior titles;
  • The annual income deriving from environmental protection services must account for at least 60% of total revenue;
  • The enterprise shall have resources and laboratory of its own to meet the testing standards of pollutants;
  • The enterprise shall be able to ensure normal operation so that pollutants can be continuously monitored and treated to meet required standards; and
  • The enterprise shall have a tax credit rating not assessed as C or D within the past three years.

Enterprises may self-declare to be included within the regime of the incentive. Afterwards, the ecology and environment department may be engaged in when verifying an enterprise’s eligibility.

Wintertaling China Desk will you posted about the implementation of new legislation in China. Should you have any questions, please do reach out to us. We accept no liability for any mistakes or misinterpretation. This article is merely a general advice.

[1] Announcement on deepening policies related to VAT reform, <http://www.chinatax.gov.cn/n810341/n810755/c4160283/content.html>

[2] Announcement on deepening policies related to VAT reform, <http://www.chinatax.gov.cn/n810341/n810755/c4160283/content.html>

[3] https://www.china-briefing.com/news/china-pollution-control-tax-incentives/

 

The Food & Beverage Industry in China, An Attractive Destination

The Food & Beverage Industry in China

An Attractive Destination

  1. Overview

The ever-growing Food and Beverage (F&B) industry in China, with a US$ 700 billon share of the global market, is currently deemed as an attractive destination for many investors. The revenue of the F&B industry in 2019 has amounted to US$22.7 billion, demonstrating a growth of 22.5 percent comparing with that in 2018.[1] This makes China’s F&B market the biggest revenue generator in the world.

Consumer dynamic in the country is usually what the potential investors often first take notice of. According to China Brief, a growing awareness of health foods is demonstrated in Chinese consumer behavior, which has impacted on their purchasing behavior. Consumers in tier one cities (Beijing, Shanghai, Chongqing, etc.) have shown a high level of demand for foreign F&B products, and the demand for foreign F&B products are also strong in tier two and three markets.[2]

After studying the market potential for F&B products, foreign investors need to pay close attention to China’s food safety laws and import regulations as China maintaining a strict regulatory for F&B products. Foreign F&B products are falling under the regime as soon as they reach the country.

  1. China’s Food Safety Law

(1) Health food

Health foods that contain ingredients outside the approved list of health food ingredients must be registered with China Food and Drug Administration (hereinafter “CFDA”).[3] CFDA recordal is required when health food is imported for the first time and serve to supplement vitamins, minerals and other nutrients. Other health food must be recorded with provincial level food and drug administrations. The recent draft of Implementing Regulations has suggested that importation should have recordal of three months.

Furthermore, label and instruction on packages of health food shall contain the statement “this product cannot replace medicine.”[4] That is, it should not refer to any preventive or therapeutic function. Functions and ingredients of the health foods must be consistent with those stated on their packages.

(2) Online food platform

Ordering food online is now a vital trend in China for both domestic and foreign investors. The safety of food purchased over the internet has raised issues. Providers of third-party online food trading platforms must review a trader’s permit and the real identity of the trader shall be registered. As soon as online food platform provider is aware of food safety violations, it shall stop the retailers from such activities and report them to local FDAs. For serious violations, the provider must immediately stop providing the internet platform service.

(3) Food additives

According to Article 3 of GB 2760-2011[5], the usage principle of food additives is that, firstly, it should not generate any health hazard for our body. Secondly, it should not conceal food decay and deterioration. Thirdly, the additives should not be used for the purpose of addition, adulteration and falsification. Furthermore, it should not reduce the nutritional value of food itself and the usage amount in food should be reduced as far as possible. Permitted food additives are listed in the instrument as annex.

  1. Import Regulation / Labelling

A manufacturer and international exporter must be registered upon approved organisms as the Certification and Accreditation Administration (“CAA”) in the country where the product will be exported in the “list of importations of food submitted to the registration of the company”. Health food products are submitted to special conditions for registration which is valid for 4 years and the term is extendible if needed.

China requires all imported food products to be labelled in Chinese simplified characters in order to facilitate the comprehension and the clearance, but also need to mention:[6]

  • Standard name of the food product
  • List of ingredients in percentage
  • Names and addresses of manufacturers, local agents or distributors
  • Date of production, date of suggested consumption, expiry date and guide for the storage.
  • Country of origin
  • Category of quality
  • Code of national norm / Industrial norm for the production
  • Specials contents

The content of the label shall be approved by the Service of Inspection and Quarantine (CIQS), as the regulations are continuously changing, Wintertaling China Desk is ready to assist you in your F&B investment in China.

[1] DBS Bank, China/Hong Kong Industry Focus: China Food & Beverage Sector, pp. 1 < https://www.dbs.com/aics/pdfController.page?pdfpath=/content/article/pdf/>

[2] DBS Bank, China/Hong Kong Industry Focus: China Food & Beverage Sector, pp. 3 < https://www.dbs.com/aics/pdfController.page?pdfpath=/content/article/pdf/>

[3] 2015 Food Safety Law of the People’s Republic of China (Food Safety Law), < https://www.hfgip.com/sites/default/files/law/food_safety_-_16.02.2016.pdf>

[4] Andrew Sim , Esq., and Yilan Yang, Esq, China: An Overview of the New Food Safety Law, < https://www.foodsafetymagazine.com/enewsletter/china-an-overview-of-the-new-food-safety-law/>

[5] http://www.svscr.cz/wp-content/files/zivocisne-produkty/GB_2760-2011_Food-Additives.pdf

[6] Prepackaged foods Label Regulation, GB771, 8-2011, <http://www.nhfpc.gov.cn/sps/s3594/201402/544c0539b95d4d35b99ffbc105579071.shtml>

CICERO’s Landelijke Pleitstrijd 2019

 

Op 5 juni 2019 vond CICERO’s Landelijke Pleitstrijd (CLP) plaats in de rechtbank Amsterdam. Deze wedstrijd wordt elkaar jaar georganiseerd door het Amsterdamse pleitgezelschap CICERO, waar Wintertaling hoofdsponsor van is. Teams van rechtenstudenten afkomstig van universiteiten uit heel het land kwamen bijeen om hun pleitkunsten tentoon te stellen.

De CLP is een snelpleitwedstrijd. Deelnemers krijgen slechts 30 minuten de tijd om kennis te nemen van een casus en een pleidooi voor te bereiden. Naast pleiters zijn er ook rechtbankteams, die vragen kunnen stellen aan de pleiters en na afloop een vonnis wijzen. Bij de voorbereidingen krijgen de teams hulp van young professionals. Namens Wintertaling ging Martin Blom mee als young professional.

Na twee voorrondes stonden de pleitteams van Diephuis uit Groningen en Molengraaff uit Utrecht en de rechtbankteams van D.J. Veegens uit Rotterdam en Gaius uit Maastricht tegenover elkaar in de finale. Uiteindelijk kon de jury Diephuis en D.J. Veegens feliciteren met de overwinning. De winnaars krijgen naast een prachtige beker, een stage bij Wintertaling aangeboden.