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  • A robust SPA: curbing historical tax risk in China M&A

A robust SPA: curbing historical tax risk in China M&A

A robust SPA: curbing historical tax risk in China M&A

This issue looks at key tax issues around M&A in China, focusing on sales & purchase agreements when dealing with historical tax risk of targets.

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Historical tax non-compliance of M&A targets in China has long been a key issue. With increasingly more complex deal structures in the PRC, setting specific and thorough clauses in sales & purchase agreements to deal with historical tax risk is crucial – for both buyer and seller.  

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© 2026 KPMG Huazhen LLP, a People's Republic of China partnership, KPMG Advisory (China) Limited, a limited liability company in Chinese Mainland, KPMG, a Macau SAR partnership, and KPMG, a Hong Kong SAR partnership, are member firms of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

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© 2026 KPMG LLP, a Cayman Islands limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

For more detail about the structure of the KPMG global organization please visit https://kpmg.com/governance.

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