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Regulatory Overview THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. REGULATORY OVERVIEW REGULATORY OVERVIEW This section sets out a summary of the most significant PRC laws and regulations that affect our business and the industry in which we operate. REGULATIONS ON THE ESTABLISHMENT OF REAL ESTATE ENTERPRISES Establishment of a Real Estate Development Enterprise According to the Law of the People’s Republic of China on Administration of Urban Real Estate (中 華人民共和國城市房地產管理法) (the “Urban Real Estate Law”) promulgated by the Standing Committee of the National People’s Congress (中華人民共和國全國人大常委會) (the “SCNPC”), effective on 1 January 1995, amended on 30 August 2007, 27 August 2009 and 23 September 2012, a real estate developer is defined as an enterprise which engages in the development and sale of real estate for the purpose of making profits. Under the Regulations on Administration of Development of Urban Real Estate (城市房地產開發經營管理條例) (the “Development Regulations”) promulgated and implemented by the State Council on 20 July 1998, and amended on 8 January 2011, an enterprise which is to engage in development of real estate shall satisfy the following requirements: 1) its registered capital shall be RMB1 million or more; and 2) it shall have four or more full-time professional real estate/construction technicians and two or more full-time accounting officers, each of whom shall hold the relevant qualification certificate. The Development Regulations also stipulates that the local government of a province, autonomous region or municipality directly under the central government may, based on local circumstances, impose more stringent requirements on the registered capital and the professional personnel of a real estate developer. Pursuant to the Development Regulations, a developer who aims to establish a real estate development enterprise shall apply for registration with the administration for industry and commerce. The real estate developer must also report its establishment to the real estate development authority in the location of the registration authority, within 30 days of the receipt of its business license. Under the Notice on Adjusting the Portion of Capital Fund for Fixed Assets Investment of Certain Industries (關於調整部分行業固定資產投資專案資本金比例的通知) issued by the State Council on 26 April 2004, the portion of capital funding for real estate projects (excluding economical housing projects) has been increased from 20% or above to 35% or above. However, the Notice on Adjusting the Portion of Capital Fund for Fixed Assets Investment (關於調 整 固定資產投資項目資本金比例的通知) issued by the State Council on 25 May 2009 has reduced the requirement on the minimum capital for Social Welfare Housing and general commercial residence from 35% to 20%, while the requirement on the minimum capital for other real estate projects has been reduced to 30%. Foreign-Invested Real Estate Enterprises Pursuant to the Foreign Investment Industrial Guidance Catalogue (2015 Revision) (the “2015 Industrial Guidance Catalogue”) (外商投資產業指導目錄（2015年修訂）) jointly enacted by Ministry of Commerce of the PRC (中華人民共和國商務部) (“MOFCOM”) and the National Development and Reform Commission (中華人民共和國國家發展和改革委員會) (the “NDRC”) on 10 March 2015 and enforced on 10 April 2015, foreign investment in enterprises engaged in the development of villas and golf courses falls within the category of prohibited industries, while foreign investment related to other kinds of real estate development falls within the category of industry in which foreign investment is permitted. –72– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. REGULATORY OVERVIEW In accordance with the Circular of the State Council on Promulgating the Catalogue of Investment Projects Approved by the Government (2014 version) (國務院關於發佈政府核准的投資項目目錄（2014 年本）的通知) promulgated by the State Councilon 31 October 2014 and implemented on the same date, the NDRC shall examineand approve foreign investment projects with a total investment of US$1,000 million or more that come within the category of industries in which foreign investment is encouraged or permitted. Real estate projects falling into the restricted category as listed in the Foreign Investment Industrial Guidance Catalogue shall be approved by the provincial government. A foreign real estate investor may establish business in forms of joint venture, cooperative venture or wholly foreign owned enterprise. The establishment must be approved by commerce authorities granting Approval Certificate for Foreign-Invested Enterprise. On 11 July 2006, the Ministry of Construction (中華人民共和國建設部), MOFCOM, the NDRC, the People’s Bank of China (中國人民銀行) (the “PBOC”), the State Administration for Industry and Commerce (國家工商行政管理總局) (the “SAIC”) and the State Administration of Foreign Exchange (國 家外匯管理局) (the “SAFE”) jointly promulgated Opinions on Standardizing the Admittance and Administration of Foreign Capital in the Real Estate Market (關於規範房地產市場外資准入和管理的意 見) (the “Opinions”), which provides, among other things, that an overseas entity or individual investing in real estate in China other than for self-use must apply for the establishment of a foreign invested real estate enterprise (“FIREE”) in accordance with applicable PRC laws and may only conduct operations within the authorized business scope. The joint opinion attempts to impose additional restrictions on the establishment and operation of FIREE by regulating the amount of registered capital as a percentage of total investment in certain circumstances, limiting the validity of approval certificates and business licenses to one year, restricting the ability to transfer equity interests of a FIREE or its projects and prohibiting the borrowing of money from domestic and foreign lenders where its registered capital is not paid up or the land use rights not obtained. In addition, the joint opinion also limits the ability of foreign individuals to purchase commodity residential properties in China. On 14 August 2006, The General Office of MOFCOM promulgated the Circular on Thorough Implementation of the Opinions (關於貫徹落實《關於規範房地產市場外資准入和管理的意見》的通知). This Circular, not only reiterates relevant provisions on foreign investment in real estate industry as prescribed in the Opinions, but also sets out the definition of FIREE as foreign invested enterprise which carries out construction and operation of a variety of residences such as ordinary residences, apartments and villas, hotels (restaurants), resorts, office buildings, convention centers, commercial facilities, and theme parks, or, development of land or a whole land lot aimed at the abovementioned construction projects. On 23 May 2007, MOFCOM and SAFE promulgated the Circular on Further Strengthening and Regulating the Approval and Supervision of Real Estate Industry with Direct Foreign Investment (關於進 一步加強、規範外商直接投資房地產業審批和監管的通知) (the “Circular 50”).Under Circular 50, prior to applying for establishment of real estate companies, foreign investors must first obtain land use rights and building ownership, or must have entered into pre-sale or pre-grant agreements with respect to the land use rights or building ownership. If foreign-invested enterprises in China engage in real estate development or operations or if FIREEs in China engage in new real estate project development, they must first apply to the relevant PRC governmental authorities to expand their scope of business or scale of operations in accordance with the PRC laws and regulations related to foreign investments. In addition, the local PRC governmental authorities must file with MOFCOM for record their approvals of establishment of FIREEs, and must exercise due control over foreign investments in high-end properties. Foreign exchange authorities may not allow capital-account foreign exchange sales and settlements by FIREEs that have been established in contravention of these requirements. According to the Notice of Ministry of Commerce concerning Delegation of Power of Approval for Foreign Investment Projects (商務部關於下放外商投資審批許可權有關問題的通知) issued on 10 June –73– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. REGULATORY OVERVIEW 2010, the establishment and change matters of foreign invested enterprises in relation to projects being encouraged and permitted with total investment of USD300 million and those subject to restrictions with total investment of USD50 million are examined and approved by competent municipal commerce departments at provincial or sub-provincial level. The General Affairs Department of SAFE issued the Circular Concerning the Distribution of the List of the First Foreign-Invested Real Estate Projects Having Passed the Filing Procedures of the Ministry of Commerce 《關於下發第一批通過商務部備案的外商投資房地產項目名單的通知》( ) (“No. 130 Circular”) on 10 July 2007 to further restrict foreign investment in the real estate sector in China. According to the No. 130 Circular, (a) SAFE or its branches shall not go through the formalities of foreign exchange registration (or alteration) or settlement and sale under the capital accounts for FIREEs (including new establishment and increase in capital) which were granted approval certificates by the competent authority of commerce but have not filed with MOFCOM
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