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1、China Real Estate Industry PracticeChina real estateinvestment handbookThe details that make a difference2011 edition70Contents1 Foreword 2 1.An overview of Chinas real estate market 2 1.1 Current status of Chinas real estate market 3 1.2 The top ten issues in Chinas real estate market 7 1.3 Market
2、outlook 8 2.Accounting rules relating to real estate 8 2.1 China accounting New rules relating to real estate 8 2.2 Briefing on the old accounting treatment for the real estate industry 10 2.3 The promulgation of new standards and their application to real estate enterprises 13 2.4 New developments
3、in IFRS 14 2.5 Concluding comments about the China accounting standards 14 2.6 Accounting developments for the Hong Kong real estate industry 20 3.General introduction to Chinas domestic taxes relating to real estate transactions 20 3.1 Summary of the main taxes 23 3.2 Provisional collection and fin
4、al settlement of LAT and EIT 26 4.Restrictions on foreign investment 26 4.1 Introduction 26 4.2 Key regulatory provisions affecting real estate investors 27 4.3 Holding structure 28 4.4 Project approval conditions 29 4.5 Investment funding 31 4.6 Other requirements of Circular 171 31 4.7 Concluding
5、comments 32 5.Mergers and acquisitions in the Chinese real estate market 32 5.1 General business model 32 5.2 Overview of acquisition methods(share acquisition vs.asset acquisition)33 5.3 Tax implications 34 5.4 Common financial and tax due diligence issues in M&A transactions 35 5.5 Considerations
6、in structuring M&A transactions 36 6.Structuring issues for inbound cross-border real estate investment 36 6.1 Introduction 36 6.2 About the investors 37 6.3 Investment structuring 43 6.4 Financing 43 6.5 Repatriation 44 6.6 Exit 45 6.7 Management company structure and tax issues 48 6.8 Conclusion 4
7、9 7.Measures to improve internal controls for real estate enterprises 49 7.1 CSOX overview 50 7.2 Key issues in the internal control of real estate enterprises 52 7.3 Measures to improve internal control in real estate enterprises 54 8.Future developments 54 8.1 China REITs 57 8.2 Offshore RMB REITs
8、 58 8.3 RMB funds 62 8.4 Islamic finance 64 8.5 Potential introduction of property tax 65 8.6 Developments in accounting standards 66 Appendix 1:Deloittes China Real Estate Industry Practice contact informationChina real estate investment handbook The details that make a difference 1ForewordThis is
9、the fifth edition of Deloittes China Real Estate Investment Handbook.We have been reviewing the changes of China real estate market and predicting its future development directions on an ongoing basis.One observation has consistently been noted in these five years China is the largest property marke
10、t in the Asia Pacific and it continues to grow along with the economy.Investments by domestic as well as foreign investors continue to increase and demonstrate greater interests in the Chinas property market.The rapid recovery of Chinas property market from global economic turmoil gradually slowed d
11、own in mid2010,as the Chinese government rolled out various measures to curb possible asset bubbles to the market.In January 2011,the government introduced its third significant measure to regulate and cool demand for residential properties by introducing property tax on selected residential propert
12、y transactions.We anticipate that further policy changes may be introduced in 2011,but the market will still enjoy considerable growth in the medium to long term,with solid support from market demand and the countrys continued development.The 2011 edition of the Handbook includes updates on structur
13、ing,taxation and accounting for real estate investments.We also set out some key new developments which should be of interest for investors,investments advisors,fund managers and others in the industry.The topics include:Top ten issues of China real estate market Key tax developments affecting real
14、estate investments in China such as property tax on residential propertiesMeasures to improve internal controls and risk assessments for real estate companiesThe potential development of offshore RMB REITs in Hong KongI hope that you will find this useful as you explore more opportunities in the mar
15、ket.We are committed to updating you on key real estate market developments via the Handbook and periodic communications,on a continuous basis.Except where otherwise indicated,this new edition reflects laws and other documents effective as of 18 March 2011.Also,throughout this Handbook,unless indica
16、ted otherwise,the Chinese laws and regulations mentioned apply,by their terms,only to the Chinese Mainland and not to Hong Kong SAR,Macau SAR,or Taiwan.I take this opportunity to express my sincere gratitude for those without whose contribution,this Handbook would have been impossible:Nancy Sun Mars
17、h,Oliver Farnworth,Matthew Sze,Tony Kwong,Simon Tan,Christina Lau,Ye Hong,Danies Li,Rebecca Wong,Jessie Wang,Lora Xin,Claude Gong,Annie Li,Li Fang and Steven Tan.They and other members of the working committee have devoted a great deal of effort to prepare this revised edition of the Handbook.I welc
18、ome your feedback,advice and suggestions on how can improve future editions of the Handbook.Richard HoNational Real Estate Industry LeaderMay 201121.An overview of Chinas real estate marketWith the continuing recovery and growth of the Chinese economy,the impact of the World Expo 2010 Shanghai,Guang
19、zhou 2010 Asia Games,and commissioning of the high speed rail networks,the China real estate market continued to expand in 2010.However,property price increases have prompted the government to implement various measures to cool down the market during the year.According to the figures released by Chi
20、nas National Bureau of Statistics,the total value of completed real estate development projects in 2010 amounted to RMB 4,826.7 billion,up 33.2 percent compared with the same period in 2009.Total real estate investment in 2010 accounted for 17 percent of the countrys total fixed asset investment.In
21、addition,in 2010,real estate development enterprises raised a total of 7,249.4 billion in funds,a yearonyear increase of 25.4 percent.Domestic loans amounted to RMB 1,254 billion out of the total loans,up by 10.3 percent,while foreign investment funds utilisation reached RMB79.6 billion,a 66.0 perce
22、nt increase year on year.1.1.Current status of Chinas real estate marketThe highend office leasing market in northern and southern China experienced rental increases and high occupancy rates,which were mainly driven by growing demand.In eastern China,office rentals in Shanghai,Nanjing and Ningbo sho
23、wed moderate increases while a decline in office rentals was reported in Hangzhou in the third quarter.The highend retail leasing market in the major cities of China began to pick up in 2010 due to a return of market demand.In 2008 and 2009,international retailers adopted a cautious view towards the
24、 market due to the global financial crisis that resulted in delays in the opening of stores.However,they regained confidence in the market in 2010 and as result,accelerated their expansion.The overall market sentiment has since improved.The governments tightening measures have had the most significa
25、nt impact on the residential sector.Residential property sales reached a record high in early 2010 in terms of both transaction volume and selling price.To cool down the property market and discourage speculative investment,a series of cooling measures were introduced from April 2010 onward.A detail
26、ed discussion of these government cooling measures can be found in 1.2 below.Investment activities in the real estate sector remained robust in 2010 with deals dominated by domestic investors.The investors continued to display a strong appetite in the local real estate market,which is mainly attribu
27、table to the strong economic growth in China,the growing pressure for appreciation of the RMB and the promulgation of the Interim Measures for Insurance Funds Investing in Real Estate in the third quarter of 2010 that allowed domestic insurance companies to invest in real estate,subject to certain r
28、estrictions.As the firsttier cities such as Beijing and Shanghai were experiencing limited availability and high cost of urban sites,the hunt for higher yields continues to push investors to ever more distant frontiers.In 2010,developers and investors continued to shift their investment towards seco
29、nd and thirdtier cities,creating a powerful secondtier market.Dalian,Tianjin,Chengdu,Suzhou,and Hangzhou have been leading this trend,with Wuhan,Qingdao and Changsha also readying themselves for investment.Across all second and thirdtier cities,the most promising areas appear to be retail and reside
30、ntial developments,with GradeA office space coming in third place,followed by buildings serving the tertiary industries such as hotels and logistics hubs.A key factor contributing to the development rush in second and thirdtier cities is that these cities have less stringent laws and lower acquisiti
31、on costs than Beijing or Shanghai for example,in relation to investment and ownership.Volatility also tends to be lower.China real estate investment handbook The details that make a difference 3Comparison of estimated initial yields(2010 Q4)CityPrime officeLuxury residentialRetailIndustrialShanghai*
32、4.55.5%4.55.0%4.55.0%6.07.0%Beijing*5.08.0%3.05.0%6.011.0%9.511.5%Guangzhou*5.37.2%2.33.6%6.08.0%N/AHong Kong2.9%2.9%3.6%4.9%Tokyo3.54.0%5.56.5%3.84.3%5.56.0%Singapore3.3%1.9%5.7%5.5%*Gross yields:defined as the ratio of gross income over purchase price Net yields:defined as the ratio of net income
33、over purchase priceSource:CB Richard Ellis(CBRE)1.2.The top ten issues in Chinas real estate market 1)The effects of Chinas 12th Five-Year Plan and beyond on the real estate marketMajor Hong Kong property developers and overseas investors already have a foothold in Mainland China whilst keeping a cl
34、ose eye on every move of the central government,particularly on macroeconomic measures and changes in rules and regulations.In late 2010,the draft proposal on Chinas 12th FiveYear Plan(20112015)was released,which gives insights into the future steps and direction for sustainable growth of the real e
35、state industry.It concerns:Raising the citizens living standards by making improvements to the housing plans:local governments need to increase their efforts in building affordable housing,speeding up reconstruction of slum areas,building public rental housing,and increasing the supply of housing fo
36、r low and mediumincome citizens.Boosting market supervision:the real estate sector should operate in an orderly manner,restraining speculative demand,and promoting stable and healthy development.The central government plans to strengthen land taxation and financial policy regulation,accelerate the d
37、evelopment of housing information systems,and improve the established housing supply mechanisms and policy measures in line with the national conditions guiding the housing demand to proceed in a disciplined manner.Reforms in fiscal and taxation structures:comprehensive resource tax reforms will be
38、implemented;the government will also levy environmental protection tax,as well as studying and promoting real estate tax reform.Reforms in pricing of resourcetype products:land is one of the input factors to be put on the agenda for accelerating reforms.Resource conservation and management:this invo
39、lves enhancing the land management system,strengthening planning,and carrying out control measures on an annual basis,and restricting the utilisation of land.2)Are the Chinese governments cooling measures effective in curbing the housing bubble?In April 2010,the Chinese Government released a new rou
40、nd of macro control measures,including an increase in the down payment requirement for second home mortgages from 40 percent to at least 50 percent and raising the down payment on first homes with a floor area larger than 90 square meters from 20 percent to 30 percent.In addition,the government susp
41、ended mortgage loans to nonlocal residents that could not prove at least one year of social security contributions or tax payments.In September 2010,the government 4introduced another round of tightening measures including the requirement for a 30 percent mortgage down payment for firsttime home buy
42、ers regardless of the property size;suspension of thirdhome mortgage approvals and restrictions on usage of presale proceeds;plus other measures.These measures have led to a decrease in sales transactions for residential properties in both primary and secondary markets in the second and third quarte
43、rs of 2010.However,there is no obvious sign of a price correction.Further tough new measures were introduced to cool down the redhot real estate market in January 2011.The State Council raised the down payment requirement for purchasing second homes from 50 percent to 60 percent.The government also
44、set interest rates for second home mortgages at no less than 110 percent of benchmark rates and people selling homes within five years of purchase will be charged full transaction taxes.Accountability for local governments requires that policy measures should be stringently formulated on property pu
45、rchases and that local residents with two homes will be banned from further purchases.Beijing followed the central governments measures and presented the most restrictive and sweeping rule changes which took effect on 17 February 2011,stipulating that residents without a Beijing permanent residency(
46、hukou),must previously have paid their monthly social security contribution or income tax for five consecutive years before they are eligible to purchase their first home in the city,and they will be allowed to buy one home only;while people with Beijing permanent residency will be limited to two pr
47、operties.It is time to review the impact on the property developers brought about by the cooling measures introduced since April 2010,which aimed at curbing a housing bubble in the overheated property market in China.Were the property prices stabilised?Did the measures really set roadblocks to stop
48、the speculators?It is a well known fact that the local governments rely heavily on property transactions as one of their major sources of revenue.As a result,such cooling measures may not be effectively implemented at certain local levels.Speculative transactions may still be growing as long as ther
49、e is liquidity through the ready availability of credit.Those tightening measures directed at the overheated housing market,for example higher lending rates,down payment requirements,restrictions on bank borrowings,and taxes etc.,are not necessarily as effective as expected.3)Strategies frequently a
50、dopted by property developers amidst an environment of ever-changing government policies Having had previous experience of cooling measures being implemented without warning,developers need to plan ahead in anticipation of such problems.Property developers also need to take into consideration the co