One question that I have encountered almost weekly in the last year is whether companies should offer their ESPP in China.  The companies that ask this question usually have already registered their equity incentive plan(s) with the China State Administration of Exchange (SAFE) and are granting options and/or RSUs to employees in China.  Typically, they have held off on registering the ESPP due to administrative concerns and the fact that a SAFE registration used to be difficult enough just for one type of plan.

 

But, times have changed and registering plans with SAFE is no longer as painful as it used to be (exceptions can apply, but that is a topic for another blog…..).  Several companies that recently completed their SAFE registration have successfully registered both an ESPP and an equity incentive plan at the same time.  Chinese employees have taken note and are often pressuring their employers to also offer the ESPP, on the basis that Company X across the street is doing so.  And, although the Chinese employees do not always have the facts straight about which company is offering what type of award, some companies have caved under the pressure and registered the ESPP, which is now producing a snowball effect. 

So, should you go ahead and register your ESPP?

On the one hand, it is true that an amendment registration to cover the ESPP (for companies that have already registered their equity incentive plan) is almost always easier than the original registration.  The SAFE offices seem to apply less scrutiny to companies that are already operating a plan in China and have an established track record with SAFE. 

On the other hand, there are a number of considerations that are specific to the implementation of an ESPP, and some of them can be quite tricky. 

The most significant considerations are as follows:

Treatment of Non-PRC Nationals 

If a company has non-PRC nationals on Chinese payroll who would like to participate in the ESPP but who are not covered by the SAFE registration, it will not be possible to remit their payroll deductions through the dedicated account (as is required for the covered employees) and there is no other way for the Chinese entity to remit these funds to the parent company’s home country.  This means that these employees would have to remit the funds personally to the parent to purchase shares.  If the company decides to cover these employees under the SAFE registration, this problem goes away, but it means that these individuals now have to be treated like the PRC nationals for all other purposes.  In particular, the company will be required to repatriate all of their proceeds to China (both under the ESPP and the equity incentive plan).   Especially for temporary assignees, this can be undesirable. 

Opening of Separate Account 

Circular 7 implies that a separate SAFE account has to be opened for each plan that is offered in China.  At least Beijing SAFE follows this interpretation.  This means that funds related to the ESPP would have to be routed through a different account than funds related to the equity incentive plan. 

Multiple Brokers 

In case a company uses different brokers for the administration of the ESPP and the incentive plan, SAFE may object and allow only one broker to administer all of the plans offered in China. 

Fund Flow  

The accumulated payroll deductions will need to be deposited into the SAFE account, converted and remitted to the parent company’s country prior to the purchase date.  SAFE approval is not required to effect the conversion or remittance.  Instead, the bank will handle these steps, but may require certain documentation to do so.  Companies will need to work with the bank to ensure that the conversion and remittance can be effected in a timely manner to avoid that the funds arrive in the parent’s country only after the purchase date (which would require the company to “front” the purchase price, which could cause accounting issues). 

In addition, companies should be aware that SAFE will require that the accumulated payroll deductions be sent to the broker first, before being delivered to the parent.  The company will need to work with the broker to ensure that the broker is willing to receive the funds and transfer them to the company.   

Annual Quota Application 

If companies have offered only options restricted to a cashless exercise and/or RSUs, they have not had to deal with the outward remittance of funds from China.  With the ESPP, funds are now flowing out of China and the company will need to (both in the initial application and on an annual basis) estimate the funds that will be remitted to purchase shares under the ESPP.  If the estimated quota is not sufficient, SAFE will not allow the funds to be remitted from China unless the company has made an application to increase the quota. 

More Complex Quarterly Reports 

Companies have to report, on a quarterly basis, the inflow of funds related to the sale of shares and the receipt of dividends to on a prescribed form.  These reports will be more complicated with the addition of the ESPP, as companies will now also need to report the outflow of funds under the ESPP. 

Increased Securities Law Risk 

This may currently only be a theoretical risk, but companies should keep in mind that Chinese securities laws technically do not allow a foreign company to offer an employee equity plan without prior registration (which is impossible to complete in practice).  The Chinese securities authorities have informally advised that they do not intend to take any action against companies offering such plans, so again, the risk for companies currently is small.  However, if the securities authorities ever change their mind, we believe companies may have more exposure with an ESPP given that employees are contributing their own funds and therefore have greater financial risk.  The risk could be mitigated if employees are required to immediately sell their shares at purchase, but this may not be desirable for companies that wish to foster employee share ownership.

Finally, please note that the offering of an ESPP will trigger Notice 35 filing requirements (i.e., tax filing requirements), both when the ESPP is first offered and on an ongoing basis (i.e., at purchase).  These filings are not very complicated, but can be time consuming and expensive (due to extensive translation requirements). 

Despite all of the issues noted above, I predict that more and more companies will start offering the ESPP in China, because Chinese employees lobby hard for such plans and will increasingly be able to claim that the company needs to offer the ESPP to keep up with the competition.

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  284. Sorry for the huge review, but I’m really loving the new Zune, and hope this, as well as the excellent reviews some other people have written, will help you decide if it’s the right choice for you.

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  297. Zune and iPod: Most people compare the Zune to the Touch, but after seeing how slim and surprisingly small and light it is, I consider it to be a rather unique hybrid that combines qualities of both the Touch and the Nano. It’s very colorful and lovely OLED screen is slightly smaller than the touch screen, but the player itself feels quite a bit smaller and lighter. It weighs about 2/3 as much, and is noticeably smaller in width and height, while being just a hair thicker.

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  299. Sorry for the huge review, but I’m really loving the new Zune, and hope this, as well as the excellent reviews some other people have written, will help you decide if it’s the right choice for you.

  300. Apple now has Rhapsody as an app, which is a great start, but it is currently hampered by the inability to store locally on your iPod, and has a dismal 64kbps bit rate. If this changes, then it will somewhat negate this advantage for the Zune, but the 10 songs per month will still be a big plus in Zune Pass’ favor.

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  305. Apple now has Rhapsody as an app, which is a great start, but it is currently hampered by the inability to store locally on your iPod, and has a dismal 64kbps bit rate. If this changes, then it will somewhat negate this advantage for the Zune, but the 10 songs per month will still be a big plus in Zune Pass’ favor.

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  311. Hands down, Apple’s app store wins by a mile. It’s a huge selection of all sorts of apps vs a rather sad selection of a handful for Zune. Microsoft has plans, especially in the realm of games, but I’m not sure I’d want to bet on the future if this aspect is important to you. The iPod is a much better choice in that case.

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  315. The new Zune browser is surprisingly good, but not as good as the iPod’s. It works well, but isn’t as fast as Safari, and has a clunkier interface. If you occasionally plan on using the web browser that’s not an issue, but if you’re planning to browse the web alot from your PMP then the iPod’s larger screen and better browser may be important.

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  354. The new Zune browser is surprisingly good, but not as good as the iPod’s. It works well, but isn’t as fast as Safari, and has a clunkier interface. If you occasionally plan on using the web browser that’s not an issue, but if you’re planning to browse the web alot from your PMP then the iPod’s larger screen and better browser may be important.

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    This fashion many learners who wish to take part in tournaments and poker leagues can fulfil their dream to
    play in a championship and see what’s in retailer for them.
    It started conducting its tourneys in the offshore casinos of Goa
    which attracted hundreds of entries and immediately
    change into a preferred match in poker circles. True to the immutable theory of the
    regulation of demand and supply, various on-line poker sites have emerged and have been clamouring to
    lure the purchasers with exciting affords and promotions.

    You will begin seeing qualifying online tournaments with the winners potentially going through to the big prize land-based mostly tournaments on the
    WPT tour. Both gamers hit their Ace on the river however of course
    Pandey’s Queen kicker ensured that he would be topped the winner!
    Since October 2013, when the Karnataka High Courtroom passed the judgment declaring poker as a game
    of skill, poker rooms have been blooming in the Garden City.
    The brand new website is the newest entrant within the Indian ability video games industry,
    which already has more than a dozen on-line poker websites.

    Gambling web sites argue that the video games
    performed on their platform involve skilled gamers, who use technique and techniques
    to win the game. A huge community of Indian poker gamers throng these Indian poker websites now with Adda52 attracting the maximum Indian poker traffic.
    There is a craze for the online poker recreation all over the world as
    the gripping sport has been capturing the imaginations of gamers all around the world cutting across all limitations.
    They don’t seem to be at all complying with the cyber law due diligence (PDF) necessities of Indian cyber legislation.

    The Indian government has some fairly tight restrictions in relation to on-line playing and poker sites.
    An Indian online poker participant can expect to pay about 30% of their winnings
    over 10,000 rupees. We carry poker to India as nobody
    else does and intention to spread consciousness of the
    poker sport in India. That was it for this version however the action from
    the India Poker Championship continues at their next event
    from seventh – tenth April 2011. Whereas official
    playing for a majority of states in India is confined solely to lotteries and horse race
    betting, poker is quick becoming a well-liked card sport amongst
    locals.

  468. I just could not depart your web site prior to suggesting that I really enjoyed the standard info a person supply to your guests? Is going to be again steadily to check out new posts

  469. There’s just one profit to Macau immigration not stamping your passport:
    you possibly can plausibly deny ever having been there.
    Aditya’s considered one of over a dozen execs on workforce PokerStars, the biggest poker room on the web that attracts over sixteen,000
    players each week. This makes it laborious to determine, for instance, whether or
    not betting on a sport of cricket is prohibited in the identical way as betting on the roll of a dice may be.
    It might be argued that cricket betting is talent based mostly,
    and therefore not covered by the act, whereas betting on the roll of a cube is
    pure probability.

    Among different issues, guests will discover a day by day dose of articles with the most recent poker news, dwell reporting from tournaments, unique videos, podcasts and so much
    more. When compiling this record, we have looked at all the pieces from on-line Indian poker
    welcome bonuses, the number of poker games available, match visitors, buyer support options, business-main security measures,
    and banking choices for on-line Indian poker gamers. The Info Expertise Act, 2000 is the sole cyber legislation of India and very
    few legislation corporations and legal professionals are working towards on this novel discipline.

    Been there several instances, you can’t play it onland and the one casino
    is in Goa on a boat, apparently it isn’t on land so you’ll be able to gamble or one thing
    weird. Sometimes, there are dozens of players competing on the poker and rummy tables at Thrill Poker,
    however that number is anticipated to go up shortly.
    Together with Spartan Poker Group Mentor Rohit Bhalla,
    the addition of Mohan as Staff Pro has powered up this new team and might be expected to do some great issues in the
    coming months. We have now satellite tv for pc tournaments where you
    may pay less, win more and revel in poker
    on-line with actual money in India.

    The extra video games you play (and the upper the stake) the faster you will clear the bonus.
    As if in consonance with excessive-raked games, there is a high-powered arrogance to the players.

    And in a hand-over-hand scenario, Lawrence Sanjay’s (9h 9s) dominated and held up in opposition to Paras Kumar’s (4c 4d) giving Lawrence his first title at the
    India Poker Championship. And in Gujarat, the high
    courtroom is awaiting a response from the state authorities on the
    classification of poker. In truth, a study means that 4 out of
    five poker players within the US use such drugs.

    In order to add further to this online poker enjoying pleasure we now have now on-line poker tournaments that are listed on the primary web page
    with required details. Our crew of elite poker execs boasts a
    cumulative expertise of 45 years in the on-line gaming and lotteries
    business in Europe. It was then that she came throughout a event by PokerStars that said ‘Do you’ve it in you to be among the
    many High 20 poker gamers on the earth?’ The enthusiastic Delhi lady thereon discovered herself
    difficult skilled Worldwide players, giving auditions, phone interviews and becoming the top
    fourth on-line participant among seven hundred thousand gamers to win an all
    expense paid ticket to Barcelona for the championship in 2014.

    Many on-line poker gamers in India moreover play the same in energetic violation of the laws of India on this regard.
    However, until a court docket or authorities steps in to prohibit or
    regulate online video games of talent, poker websites
    will proceed to offer real-money games to Indians and market their
    merchandise, both on-line and offline. Delivers an extra-peculiar gaming expertise to its gamers by providing unique online promotions equivalent to KQ Poker Hunt (KQPH) , Live Challenge Series (LCS) and
    the KQ On-line League (KQOL).

    The Public Playing Act of 1867 is a central law that prohibits running or being accountable for
    a public gaming house. Qualifiers for the Poker Sports activities
    League (PSL) start next month and the response has been dramatic with company
    sponsors basically going all-in on the idea. With a inhabitants of over a billion people, it may well
    only be a great thing for gamers to have plenty of choice during
    which poker site to play at. You can play on the poker sites mentioned above, however in case you
    wanted to purchase something from the online poker websites store, you wouldn’t be allowed
    to. They won’t ship what you buy to an Indian address so it is best to money in the player
    reward points for cash or event tickets.

    The choice is just not straightforward, as a result
    of operators resembling PokerStars are active within the
    Indian market on the idea that its enterprise is legal beneath the current legislation and definitions.
    Once that happens, you’ll discover a a lot wider vary
    of dwell tournaments being held within the nation, and live poker video games will turn out to
    be easier to seek out and take part in. We urge you to additionally keep away from all of the money
    poker websites” that are mushrooming throughout the land. Three of India’s states recognize poker as a game of ability, however in most other states players can proceed to play as a result of there are not any clear laws concerning the game.

    Competitors between poker operators is fierce – it’s possible you’ll have already got famous that there are dozens of various poker rooms to choose from from. The pokerwala web sites in India are now loaded with world class gaming features and are even capable of competing with world web sites. Fraudulent activities in the recreation demotivates the participant and make them abandon the site altogether. With over a billion people it goes without saying that India could quickly become some of the important online poker markets on the earth.

    These video games which may be on Star Poker have been declared to be licensed by statutes governing gaming Legal guidelines as they’re video video games of ability. Runs on a very user-friendly gaming interface, providing one of the best applied sciences and software on the web offers top quality on-line gaming experience to our gamers to play on-line poker at our site. Many poker classes stretch over 10-12 hours with gamers often needing cocaine or other drugs to help keep alert. Should you want to dive in and get some free apply in a aggressive atmosphere, take a look at the model new web site at World Poker – offering free to play poker video video games with a twist.

    Many of the Indian operated poker rooms supply free video games, as do the main world rooms. Depositing funds into gamers account has become much easier with the assistance of PayU. The first online gaming license (paywall) awarded in India was issued by the state of Sikkim, for on-line lottery, again in November 2014. Claiming the largest prize pool that on-line poker in India has ever seen,” The OPL’s eight teams – the
    Bombay Badshahs, the Bangalore Billionaires, the Hyderabad Highrollers, the Delhi Dons,
    the Goa Gamechangers, the Kolkata Kings, the Chennai Cartels, and the Manipal Cash Makers – will characteristic
    play over eight weeks all online.

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