China Real Estate Investment Handbook the Details That Make a Difference
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China real estate investment handbook The details that make a difference 2013 edition China Real Estate Industry Contents 2 Foreword 3 1. Overview of China's real estate market 4 1.1 China's new leadership reinforces its tightening of the property market 4 1.2 Current status of China’s real estate market 5 1.3 Primary commercial properties expect to see significant growth potential 5 1.4 The drivers impacting China's real estate market over 2013 7 1.5 Market outlook 9 2. Alternative financing channels 9 2.1 Property trusts 12 2.2 Foreign invested property fund 15 2.3 Property funds 18 2.4 Property bonds 20 2.5 Offshore RMB REITs 24 2.6 Business trusts 30 2.7 Acquisition of listed company 33 3. Domestic taxes 33 3.1 Summary of the main taxes 36 3.2 Provisional collection and final settlement of LAT and EIT 38 3.3 Potential introduction of property tax 39 4. Insights into common tax issues 39 4.1 Possible tax exemption on migration of PRC equity and assets 39 4.2 Possible tax exemption on migration of overseas equity 41 4.3 Tax planning during the operation stage 41 4.4 Other considerations 43 5. Regulatory framework 43 5.1 Key regulatory provisions affecting real estate investors 44 5.2 Holding structure 45 5.3 Project approval conditions 46 5.4 Investment funding 47 5.5 Other regulatory requirements 49 6. Mergers and acquisitions 49 6.1 General business model 49 6.2 Overview of acquisition methods (share acquisition vs. asset acquisition) 50 6.3 Tax implications 51 6.4 M&A tax rules 53 6.5 Common financial and tax due diligence issues in M&A transactions 54 6.6. Considerations in structuring M&A transactions 55 7. Structuring issues for inbound investment 55 7.1 About the investors 56 7.2 Investment structuring 61 7.3 Financing 62 7.4 Repatriation 62 7.5 Exit 64 7.6 Management company structure and tax issues 67 8. Accounting rules 67 8.1 Accounting rules in Chinese Mainland 74 8.2 Accounting rules in Hong Kong 82 8.3 New developments 86 9. Property development process 86 9.1 Key phases of property development process 86 9.2 Opportunity 87 9.3 Acquisition and procurement 87 9.4 Development 88 9.5 Sales 88 9.6 Completion 89 10. Internal controls 89 10.1 C-SOX overview 91 10.2 Key issues in the internal control of real estate enterprises 93 10.3 High risks in the internal control for real estate project development 94 10.4 Measures to improve internal control in real estate enterprises 98 11. Emerging developments 98 11.1 Outbound investments 100 11.2 China REITs (C-REITs) 102 11.3 Senior housing 104 11.4 Use of information technology 108 12. Development of the Taiwan real estate market and regulations 108 12.1 Development of Taiwan real estate market 108 12.2 Regulatory framework for investment 111 12.3 Introduction of Taiwan tax law 112 Appendix: Deloitte's Greater China Real Estate Industry Practice contact information China real estate investment handbook The details that make a difference 1 Foreword This is the seventh edition of Deloitte's China Real If you are a faithful reader of this Handbook, you Estate Investment Handbook. In the last year, may notice that we have incorporated substantial we have seen a change of leadership in China, updates over the past years to provide you with and a series of additional government measures comprehensive and systematic guidance for introduced prior to the leadership change, which exploring the real estate market in China. We hope aimed to further cooling down the overheated real you find this Handbook useful and we look forward estate market. However, upward pressure continues to receiving any feedback and comments from you. to be exerted as a result of the local governments' Except where otherwise indicated, this new heavy reliance on the real estate sector as a source edition reflects the legal statutes and other official of funding through revenues from land auctions documents effective as of 31 January 2013. and taxes collected on property transactions. In addition, throughout this Handbook, unless In response to the implementation of prudent specifically indicated otherwise, the Chinese laws fiscal policies and the impact of residential property and regulations mentioned here apply, by their buying restrictions, some real estate developers terms, only to the Chinese mainland, and not to and investors in the mainland have changed their Hong Kong SAR, Macau SAR or Taiwan. strategies and channeled resources into commercial Finally I would like to express my gratitude to those property development in the realisation that this who contributed to this Handbook and made it sector could offer new growth momentum with a truly As One, across service function thought fewer constraints in the current environment. leadership piece: Moreover, some developers and investors have been extending their investment horizon to Tax service team - territories beyond the mainland. In order to help Gary Chan, Simon Tan, Oliver Farnworth, Claude you to examine the opportunities arising from the Gong, Gary Fung, Steven Tan, Josephine Jiang, changes in the China real estate industry as it enters Kevin Ho, Wu Mei, Mimi Song and Davis Deng the next phase of development, our Deloitte team Audit service team - has extended the scope of this Handbook to explore Matthew Sze, Joseph Yuen, Paul Yang and Wang new developments and related solutions. Zhenlin The 2013 edition summarises the updates on Financial advisory service team - taxation and accounting treatments for real Tony Kwong, Douglas Robinson and Kathleen Tse estate investment, and keeps you informed of key changes, risks and opportunities that you should be Enterprise risk service team - aware of. We have also included some new insights Total Chow, Helen Gui and Maggie Tan that may be of interest. They include: Consulting service team - • Further elaboration on alternative financing Karon Wan and Alex Mok channels including property trusts, property Last but not least, Vivienne Huang of the China funds, bonds, offshore RMB REITs and business Research and Insight Center (CRIC), a professional trusts, which have recently been identified as a research team of Deloitte China, and Jane Tam, our new means of overseas fund raising; programme manager, have provided great support. • A new chapter providing insights on common We hope you enjoy reading this Handbook. tax issues faced by property developers and investors; • Outbound investment opportunities and considerations; and • Use of information technology. Our China firm and Deloitte Taiwan implemented management integration in 2012 in response to Richard Ho the market demand for integrated service capability Real Estate Managing Partner and coverage across the strait. Accordingly, we have July 2013 introduced a new chapter on "Development of the Taiwan real estate market and regulations." 2 1. Overview of China's real estate market If 2011 was the year that the very-much- 2012 changed its outlook on China's real anticipated Chinese real estate bubble finally estate sector from negative to stable, believing popped, 2012 was very much the year in which that easing mortgage financing for first-time the authorities were able to effectively engineer a buyers, increasing development of mass-market soft landing for the residential property market via products, solid underlying demand and continuing a raft of initiatives such as imposing limits on the urbanisation will lead to single-digit property sales number of properties households can purchase, growth over the next twelve months. capping the value that developers can charge for Nonetheless, while residential property prices are properties as well as restricting the number of seemingly on the road to recovery, the outlook residential units that foreigners can buy. is far from clear. Firstly, the cumulative effect Nonetheless, while the property market fell in of residential property price movements over value by close to 1 percent over the first half the January - November 2012 period was still of 2012, the trend in the second half showed negative, with prices, on average, having fallen otherwise. According to the National Bureau of by 0.3 percent over the course of the first eleven Statistics for China, the average price of a newly- months of the year. Secondly, overall metrics constructed residential property that was less mask significant regional discrepancies, with than 90m² in area across 70 Chinese cities1 hit newly-constructed residential property prices its inflection point in May, with such properties (under 90m2) in Western China having risen adding around 0.4 percentage points in value by a cumulative 1.1 percent over the January - over the June to October period. It was in October November 2012 period. In stark contrast, similar that China's Manufacturing Purchasing Manager's pricings fell by close to 7 percent. (PMI) Index2, a well-known indicator of China's Furthermore, there are rumblings that the recent economic performance, began to tick upwards, price bounce will do little to help boost Chinese with November metrics showing that activity in property developers' bottom line. One market China's all-important manufacturing sector was commentator6 noted in December 2012 that once again expanding for the first time in 13 prices per square metre are lower now than months. Industry experts attributed these October they were in August, and given that Beijing is spikes to the May 2012 0.5 percentage point "set on tackling income equality and supporting reduction in Chinese banks' reserve requirement sustainable growth, strong price appreciation ratio, as well as the People's Bank of China's is unlikely to return any time soon. China’s decision in June and July 2012, to reduce the developers must adjust to that".