際際滷

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Solutions for China Entry & Growth
Investment Vehicle Options

Op#on	
 1	
                                      Op#on	
 2	
 

                                                                                         ≒ Buffer between
           Parent                                              Parent                       Parent and China
            Co                                                  Co                          Operations
                                                                                         ≒ Tax Optimization /
                                                                                            Profit Repatriation
                                                                                         ≒ Future sale or
                                                                                            investment/
                                                                                            restructuring
                                                              Hold Co                       simplified
                                                                                         ≒ Option to take
                                                                                            local partner
                 Overseas	
                                              Overseas	
       offshore
                                                                                         ≒ Modern legal
                 PRC	
                                                   PRC	
            structure and
                                                                                            mature rule of law




           WFOE                                                WFOE




                                     The JLJ Group All Rights Reserved - July 22, 2010                            2
Withholding Tax on Dividends

Tax Treatment   Countries                                                               Notes

                                                                                        ≒ Applicable for investments of
     0%           Georgia                                                                  50% with a total investment of
                                                                                           EUR200 million

                  Kuwait, Mongolia, Mauritius, Slovenia, Jamaica,
                  Yugoslavia, Sudan, Laos, South Africa, Croatia,
     5%
                  Macedonia, Seychelles, Barbados, Oman, Bahrain,
                  Saudi Arabia

                  Luxemburg, Korea, Ukraine, Armenia, Iceland,
                                                                                        ≒ Must hold at least 25% of the
     5%           Lithuania, Latvia, Estonia, Ireland, Moldova, Cuba,
                                                                                           investment
                  Trinidad and Tobago, Hong Kong, Singapore

                                                                                        ≒ Must hold at least 25% of the
     7%            Austria
                                                                                           investment

     8%            Egypt, Tunis, Mexico


    10%            Most other Countries




                                    The JLJ Group All Rights Reserved - July 22, 2010                                       3
Hong Kong Holding Company

≒   Tax rate: 16.5% income tax
≒   No VAT, Capital Gains, or Sales tax
≒   No withholding tax on dividends and interest
≒   Low country risk and strong rule of law
≒   Ease of disposal, acquisition and restructuring

              Jurisdiction              FDI 2009 (Billion)

                 Hong Kong                            US$54

                   Taiwan                                6.6

                    Japan                                4.1

                 Singapore                               3.9

                United States                            3.6



           The #1 source of FDI for China (32% YOY Growth)


                       The JLJ Group All Rights Reserved - July 22, 2010   4
Investment Vehicle Options II
                                      Substance Over Form


Op#on	
 2	
 
                                       ≒ Reduced Tax Rate Exclusions: If State
      Parent                              Administration of Taxation (SAT) deems the offshore
       Co                                 companys day to day management occurs within
                                          Mainland China, the offshore company may be subject
                                          to corporate income tax in Mainland China
                                       ≒ Effective Management Rule: Offshore holding
                                          companies with no substantive business activities may
                                          not qualify for reduced withholding tax rates as per tax
     Hold Co
                                          treaties between the jurisdiction it is located and
                                          Mainland China
                 Overseas	
           ≒ Indirect Transfer of Assets: an investor that has
                                          structured its equity interest in a Mainland China
                 PRC	
                   enterprise through an offshore holding company could
                                          be subject to an additional tax burden within China, in
                                          the event that the investor sells interests in the
                                          offshore company

      WFOE



         Dont Forget to Consider Benefits Between the Hold Co and the Parent Company


                                      The JLJ Group All Rights Reserved - July 22, 2010              5
New Rep. Office Restrictions

                        Prior to January 2010                               New RO               Current RO

                                                                                           May maintain current
Foreign
                               No Limit                         No more than 4 allowed     Representatives but not
Representatives
                                                                                           additional Reps.

Effective Tax Rate               8.8%                                        ~10.9%                ~10.9%


                                                                                             1 year after current
Duration of entity             3 years                                        1 year
                                                                                                license expires

Registration                                                     COI + Bank Statement
                          COI Authenticated                                                          N/A
Complexity                                                            Authenticated

Renewal
                                 N/A                                COI Authenticated         COI Authenticated
Complexity

Parent Company       Must be a legal entity in              Must exist for at least 2
                     home country                                                                    N/A
Qualification                                               years in home country




                                       The JLJ Group All Rights Reserved - July 22, 2010                             6
Foreign Investment Catalog
                                     Investment Categories

Status of
                    Description                                                Examples
industry/activity

                    ≒ Special incentives possible                             ≒ Manufacture of high-performance
Encouraged                                                                        welding robots
                    ≒ Usually high-tech or agriculture
                       industries                                              ≒ Software Development
                    ≒ All activities not mentioned in catalog
                       are permitted
Permitted                                                                      ≒ All sectors not mentioned in catalog
                    ≒ But may be difficult to get approval for
                       uncommon activities

                    ≒ Special approval required  usually JV                  ≒ Automotive Production
                       partner necessary
Restricted                                                                     ≒ Operation of oil refineries
                    ≒ Usually are protected sectors
                                                                               ≒ Media production

                    ≒ Activities are disallowed
                                                                               ≒ Arms manufacturing
Prohibited          ≒ Harms national interests or
                                                                               ≒ Operation of gaming industry
                       environmentally damaging


             When considering setting up in China, first step is to check the catalog


                                     The JLJ Group All Rights Reserved - July 22, 2010                                   7
Foreign Investment Catalog
                                              Legal Setup Options


                                                                                          Investment Restrictions
Setup Options              Description
                                                              Encouraged              Permitted         Restricted   Prohibited

                           ≒ Liaison office for parent
Representative Office         company
(RO)


Foreign Invested Enterprises (FIEs)

Wholly Foreign Owned
Enterprise (WOFE)
≒ Service WFOEs           ≒ 100% invested and
                              owned by foreign
≒ FICE
                              entities
≒ Manufacturing WFOE
≒Trading WOFE

Equity Joint Venture       ≒ Capital investment from
                              both foreign and
(EJV)                         Chinese entities

                           ≒ Partnership between
Cooperative Joint
                              foreign and Chinese
Venture (CJV)
                              entities




                                            The JLJ Group All Rights Reserved - July 22, 2010                                     8
Nature of Business

                 Import/Export           Domestic                     Service           Capital     Registration
                    Rights              Distribution                 Activities      Requirements   Complexity




 Rep. Office




Service WFOE



Manufacturing
   WFOE




    FICE




                WFOEs provide greater flexibility for future operations


                                 The JLJ Group All Rights Reserved - July 22, 2010                                 9
Entity Options Analysis
                                                          Sourcing


                                                                                      ≒ Simplifies tax exposure (~8.8% on
               Conduct negotiations, QC for Parent                                       expenditures), registration complexity, & initial
               company .                                                                 investment
 Rep. Office
                                                                                      ≒ Heavy reliance upon 3rd party agents to
                                                                                         facilitate trade
                                                                                      ≒ May cause additional tax exposure if effective
                 Legal       Gray              Illegal
                                                                                         management is within China
                                                                                      ≒ Not scalable


               Provide sourcing consulting services                                   ≒ Allows more sophisticated means of tax
               exclusively to Parent Company                                             optimization
Service WFOE
                                                                                      ≒ Heavy reliance upon 3rd party agents to
                                                                                         facilitate trade
                 Legal       Gray              Illegal                                ≒ May cause additional tax exposure if effective
                                                                                         management is within China
                                                                                      ≒ Not scalable


                                                                                      ≒ Allows for the flexibility to bring more of the
               Source from within China then sell to                                     supply chain in-house
    FICE       Customer direct                                                        ≒ Platform for future domestic distribution
                                                                                      ≒ More sophisticated tax optimization
                                                                                      ≒ Allows flexibility for future expansion of
                 Legal       Gray              Illegal                                   business scope and scalability
                                                                                      ≒ Greater administrative costs/overhead
                                                                                      ≒ May cause tax complications if used as a
                                                                                         captive business model


                                           The JLJ Group All Rights Reserved - July 22, 2010                                                 10
Entity Options Analysis
                                                            Services




                                                                                       ≒ Simplifies tax exposure (~10.9% on
               Conduct services /BD through local office
                                                                                          expenditures), registration complexity, & initial
               while all invoicing is conducted offshore.
 Rep. Office                                                                              investment
                                                                                       ≒ Not a substantial presence in the market; may
                                                                                          deter potential clients
                 Legal       Gray               Illegal                                ≒ May cause additional tax exposure if effective
                                                                                          management is within China
                                                                                       ≒ Must setup a separate RO to expand presence



                                                                                       ≒ Allows more sophisticated means of tax
                                                                                          optimization
                                                                                       ≒ Direct hire of local employees
               Provide services and invoicing directly to                              ≒ Substantial presence within China with ability
               local & International clients
Service WFOE                                                                              to issue Fapiao
                                                                                       ≒ Option to establish branch office to expand
                                                                                          presence
                 Legal       Gray               Illegal                                ≒ May require higher upfront costs and greater
                                                                                          overhead
                                                                                       ≒ May cause tax complications if used as a
                                                                                          captive business model




                                            The JLJ Group All Rights Reserved - July 22, 2010                                                 11
Entity Options Analysis
                             Extension of Business Scope


                                                                                                        Manufacturing /
                    Import/Export        Domestic                   Service                             Development
                                                                                        Tax Treatment
                    Rights               Distribution               Activities                          Rights




Manufacturing	
 
   WFOE	
 




     FICE




  Mfg + FICE




                                    The JLJ Group All Rights Reserved - July 22, 2010                                     12
Incentive Programs


≒ 2009 economic downturn has spurred many local
   governments to provide additional incentives for
   establishing your FIE within their jurisdiction
    Recognizing encouraged statuses before official approval
    Reduced rates for local portion of tax
    2/3 Tax Holidays
    Reduced fees for land-use rights
    Subsidized rentals and expat housing
≒ Local incentive programs, once secured, may be tenuous at
   best




       Special Incentives should not be the only priority in choosing a location


                             The JLJ Group All Rights Reserved - July 22, 2010     13
Corporate Restructuring
                                                                        RO to WFOE- Current Location



                                                                                                                                                                                      Cancela#on	
 of	
 RO	
 
                                                                                                                  Submit	
 for	
 Local	
 Tax	
                                    License	
 and	
 other	
 
Begin	
 Final	
 Audit	
 for	
 RO	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 
                                                                                                                    Bureau	
 Cancela#on	
 	
 	
 	
 	
 	
 	
                  cer#鍖ca#ons/WFOE	
 
     (1-足2	
 Months)	
 
                                                                                                                                               (~4	
 months)	
                    Document	
 Prepara#on	
 
                                                                                                                                                                                          (1month)	
 	
 




  WFOE	
 Name	
 approval	
 
                                                                                                      Business	
 License	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
         Post-足License	
 
  &	
 Lease	
 Registra#on	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 
                                                                                                         (1	
 month)	
 	
                                                        registra#on	
 (1	
 month)	
 
         (~1	
 month)	
 




                                                 Entire process can take up to 10/12 months to complete


                                                                                       The JLJ Group All Rights Reserved - July 22, 2010                                                                          14
Corporate Restructuring
                                                                                       RO to WFOE  New Location



                                                                                                                                                                                       Cancela#on	
 of	
 RO	
 
                                                                                                                  Submit	
 for	
 Local	
 Tax	
                                     License	
 and	
 other	
 
Begin	
 Final	
 Audit	
 for	
 RO	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 
                                                                                                                    Bureau	
 Cancela#on	
 	
 	
 	
 	
 	
 	
                   cer#鍖ca#ons/WFOE	
 
     (1-足2	
 Months)	
 
                                                                                                                                               (~4	
 months)	
                     Document	
 Prepara#on	
 
                                                                                                                                                                                           (1month)	
 	
 




 WFOE	
 Name	
 approval	
 
 &	
 Lease	
 Registra#on	
 in	
                                                                    Business	
 License	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
         Post-足License	
 
        New	
 Loca#on	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
                 (1	
 month)	
 	
                                                        registra#on	
 (1	
 month)	
 
         (~1	
 month)	
 




                                             Changing office locations can shave months off of the process


                                                                                             The JLJ Group All Rights Reserved - July 22, 2010                                                                     15
Capital Requirements
                                     Injection Methods

  Total Investment            Registered Capital


                             No less than 70% of total                               ≒ Complete injection within 6
Less than 3 million          investment, with a minimum
                                                                                        months
                             of 3,700
                                                                                                    -or-
                                                                                     ≒ Capital contributed in
                             No less than 50% of total                                  installments: 20% within
                             investment with a minimum                                  first 3 months with the
Between 3 and 10 million     of 2.1 million if total                                    remaining injected within 2
                             investment is below 4.2                                    years
                             million
                                                                                   Currency: US Dollars

                             No less than 40% of total
                             investment with a minimum
Between 10 and 30 million    of 5 million if total
                             investment is below 12.5
                             million


                             No less than 1/3 of total
Between 30 and 36 million    investment with a minimum
                             of 12 million




                               The JLJ Group All Rights Reserved - July 22, 2010                                      16
Capital Requirements
                                     Investment Ratios



≒ Registered Capital (RC)
     Foreign Contributed Capital
     Up to 70% of Non-Cash Assets
≒ Total Investment (TI)
     Combination of Equity and Debt
     Must maintain Ratio: RC/TI
≒ Non-Cash Assets may include Tangible and Non-Tangible Assets
     Intellectual Property Rights (i.e. Software)
     Hardware and a Catchall for Most Items with Monetary Value
     Valuation procedure may be complicated and time consuming




                  Cash Investment is the Fastest Method of Investment


                               The JLJ Group All Rights Reserved - July 22, 2010   17
Capital Requirements
                Investment Ratio Examples


Example 1

                                                                   Registered Capital



                                 Equity (100%)

                                                                   Total Investment




Example 2

                          Registered Capital


                Equity (70%)                                             Debt (30%)

                                                                   Total Investment




 Shareholder loans are an alternative means of profit repatriation


                    The JLJ Group All Rights Reserved - July 22, 2010                   18
Business Registration Process
                                                        WFOE
                                                               Companys Chinese Name Approval


                                    Stage I:
                                   Licensing                      Approval to Establish Company



                                                                 Registration of Business License



                                            Filing and Carving Seals*                     Enterprise Code Certification**




                                           Foreign Exchange Approval                       Registration with Tax Bureau
 Stage II:
  Post-
Licensing


                               Statistics Bureau Registration


                                                        Open RMB & Foreign Currency Bank Accounts



                          Stage III:                                    Capital Verification
                         Post-Capital
                          Injection
                                                                    Update Business License


             *Official company stamps required for many business and banking transactions in China
             ** Equivalent to a personal identification number for the licensed company
             ≒ This process can be completed at any stage following foreign exchange approval and registration with the tax
             bureau



                                    The JLJ Group All Rights Reserved - July 22, 2010                                           19
Business Compliance
                                         The License


≒ Describes the following information:
     Official Name of Company
     Business Scope
     Registered Capital & Total Investment
     Currently injected Capital
     Expiration Date
         ≒ Greenfield MFG WFOE  50 years
         ≒ Service WFOE  30 years
         ≒ RO  1 year
≒ ROs must renew their license every year
≒ WFOEs must conduct an Annual Inspection




                              The JLJ Group All Rights Reserved - July 22, 2010   20
Business Compliance
                                            The Capital


≒ Injection Options
     Full injection within six months
     15% to 20% within 3 months, and the remaining over 2 years

≒ Inject on Time
     Late injection 損 Felony by law
     Pudong: License termination for late injection

≒ 100% Capital Injection is required to
     Change office location
     Open Branch Office
     Increase capital

≒ Important to update Relevant Bureau & Business Licenses


                 Inject capital on time and update your business license


                                The JLJ Group All Rights Reserved - July 22, 2010   21
Business Compliance
                                         The Process


≒ Annual Audit and Examination
    Occurs between Mar 1st and June 30th every year
       ≒ Requires a Financial Audit
       ≒ Rep Offices: deadline by 30th Apr (only require financial audit)
       ≒ Examination by 7 Chinese authorities
       ≒ Joint examination offers simpler process (14th Apr to 23rd May)
    Miss it twice License terminated
≒ Company Alterations
    Renewals
    Office Location
    Key Company Details 
        ≒ Chief Rep, Board Chairman, Executive Director, and Supervisor
        ≒ Company Name, Investors, etc
    Increasing Registered Capital
    Expanding Business Scope



          Try not to miss the joint examination Simplifies work significantly


                              The JLJ Group All Rights Reserved - July 22, 2010   22
China by the Numbers
                                                                                 "FDI	
 U#lized	
 (USD	
 Billion)"	
 
100	
 

  90	
 

  80	
 

  70	
 

  60	
 

  50	
 

  40	
 

  30	
 

  20	
 

  10	
 

    0	
 
      1985	
  1986	
  1987	
  1988	
  1989	
  1990	
  1991	
  1992	
  1993	
  1994	
  1995	
  1996	
  1997	
  1998	
  1999	
  2000	
  2001	
  2002	
  2003	
  2004	
  2005	
  2006	
  2007	
  2008	
  2009	
 



                                                               FDI in 2009: 90.0bn -2.6% decrease over 2008


   Source: National Bureau of Statistics/USCBC                                     The JLJ Group All Rights Reserved - July 22, 2010                                                                                          23
China by the Numbers

                                                     FDI	
 By	
 Investment	
 Vehicle	
 
                                                                    WFOE	
      EJV	
     CJV	
 

  35,000	
 


  30,000	
 


  25,000	
 


  20,000	
 


  15,000	
 


  10,000	
 


   5,000	
 


         0	
 
                 1998	
    1999	
    2000	
    2001	
       2002	
         2003	
         2004	
    2005	
    2006	
    2007	
    2008	
 




Source: National Bureau of Statistics/USCBC       The JLJ Group All Rights Reserved - July 22, 2010                                            24

More Related Content

Corporate Restructuring 2010

  • 1. Solutions for China Entry & Growth
  • 2. Investment Vehicle Options Op#on 1 Op#on 2 ≒ Buffer between Parent Parent Parent and China Co Co Operations ≒ Tax Optimization / Profit Repatriation ≒ Future sale or investment/ restructuring Hold Co simplified ≒ Option to take local partner Overseas Overseas offshore ≒ Modern legal PRC PRC structure and mature rule of law WFOE WFOE The JLJ Group All Rights Reserved - July 22, 2010 2
  • 3. Withholding Tax on Dividends Tax Treatment Countries Notes ≒ Applicable for investments of 0% Georgia 50% with a total investment of EUR200 million Kuwait, Mongolia, Mauritius, Slovenia, Jamaica, Yugoslavia, Sudan, Laos, South Africa, Croatia, 5% Macedonia, Seychelles, Barbados, Oman, Bahrain, Saudi Arabia Luxemburg, Korea, Ukraine, Armenia, Iceland, ≒ Must hold at least 25% of the 5% Lithuania, Latvia, Estonia, Ireland, Moldova, Cuba, investment Trinidad and Tobago, Hong Kong, Singapore ≒ Must hold at least 25% of the 7% Austria investment 8% Egypt, Tunis, Mexico 10% Most other Countries The JLJ Group All Rights Reserved - July 22, 2010 3
  • 4. Hong Kong Holding Company ≒ Tax rate: 16.5% income tax ≒ No VAT, Capital Gains, or Sales tax ≒ No withholding tax on dividends and interest ≒ Low country risk and strong rule of law ≒ Ease of disposal, acquisition and restructuring Jurisdiction FDI 2009 (Billion) Hong Kong US$54 Taiwan 6.6 Japan 4.1 Singapore 3.9 United States 3.6 The #1 source of FDI for China (32% YOY Growth) The JLJ Group All Rights Reserved - July 22, 2010 4
  • 5. Investment Vehicle Options II Substance Over Form Op#on 2 ≒ Reduced Tax Rate Exclusions: If State Parent Administration of Taxation (SAT) deems the offshore Co companys day to day management occurs within Mainland China, the offshore company may be subject to corporate income tax in Mainland China ≒ Effective Management Rule: Offshore holding companies with no substantive business activities may not qualify for reduced withholding tax rates as per tax Hold Co treaties between the jurisdiction it is located and Mainland China Overseas ≒ Indirect Transfer of Assets: an investor that has structured its equity interest in a Mainland China PRC enterprise through an offshore holding company could be subject to an additional tax burden within China, in the event that the investor sells interests in the offshore company WFOE Dont Forget to Consider Benefits Between the Hold Co and the Parent Company The JLJ Group All Rights Reserved - July 22, 2010 5
  • 6. New Rep. Office Restrictions Prior to January 2010 New RO Current RO May maintain current Foreign No Limit No more than 4 allowed Representatives but not Representatives additional Reps. Effective Tax Rate 8.8% ~10.9% ~10.9% 1 year after current Duration of entity 3 years 1 year license expires Registration COI + Bank Statement COI Authenticated N/A Complexity Authenticated Renewal N/A COI Authenticated COI Authenticated Complexity Parent Company Must be a legal entity in Must exist for at least 2 home country N/A Qualification years in home country The JLJ Group All Rights Reserved - July 22, 2010 6
  • 7. Foreign Investment Catalog Investment Categories Status of Description Examples industry/activity ≒ Special incentives possible ≒ Manufacture of high-performance Encouraged welding robots ≒ Usually high-tech or agriculture industries ≒ Software Development ≒ All activities not mentioned in catalog are permitted Permitted ≒ All sectors not mentioned in catalog ≒ But may be difficult to get approval for uncommon activities ≒ Special approval required usually JV ≒ Automotive Production partner necessary Restricted ≒ Operation of oil refineries ≒ Usually are protected sectors ≒ Media production ≒ Activities are disallowed ≒ Arms manufacturing Prohibited ≒ Harms national interests or ≒ Operation of gaming industry environmentally damaging When considering setting up in China, first step is to check the catalog The JLJ Group All Rights Reserved - July 22, 2010 7
  • 8. Foreign Investment Catalog Legal Setup Options Investment Restrictions Setup Options Description Encouraged Permitted Restricted Prohibited ≒ Liaison office for parent Representative Office company (RO) Foreign Invested Enterprises (FIEs) Wholly Foreign Owned Enterprise (WOFE) ≒ Service WFOEs ≒ 100% invested and owned by foreign ≒ FICE entities ≒ Manufacturing WFOE ≒Trading WOFE Equity Joint Venture ≒ Capital investment from both foreign and (EJV) Chinese entities ≒ Partnership between Cooperative Joint foreign and Chinese Venture (CJV) entities The JLJ Group All Rights Reserved - July 22, 2010 8
  • 9. Nature of Business Import/Export Domestic Service Capital Registration Rights Distribution Activities Requirements Complexity Rep. Office Service WFOE Manufacturing WFOE FICE WFOEs provide greater flexibility for future operations The JLJ Group All Rights Reserved - July 22, 2010 9
  • 10. Entity Options Analysis Sourcing ≒ Simplifies tax exposure (~8.8% on Conduct negotiations, QC for Parent expenditures), registration complexity, & initial company . investment Rep. Office ≒ Heavy reliance upon 3rd party agents to facilitate trade ≒ May cause additional tax exposure if effective Legal Gray Illegal management is within China ≒ Not scalable Provide sourcing consulting services ≒ Allows more sophisticated means of tax exclusively to Parent Company optimization Service WFOE ≒ Heavy reliance upon 3rd party agents to facilitate trade Legal Gray Illegal ≒ May cause additional tax exposure if effective management is within China ≒ Not scalable ≒ Allows for the flexibility to bring more of the Source from within China then sell to supply chain in-house FICE Customer direct ≒ Platform for future domestic distribution ≒ More sophisticated tax optimization ≒ Allows flexibility for future expansion of Legal Gray Illegal business scope and scalability ≒ Greater administrative costs/overhead ≒ May cause tax complications if used as a captive business model The JLJ Group All Rights Reserved - July 22, 2010 10
  • 11. Entity Options Analysis Services ≒ Simplifies tax exposure (~10.9% on Conduct services /BD through local office expenditures), registration complexity, & initial while all invoicing is conducted offshore. Rep. Office investment ≒ Not a substantial presence in the market; may deter potential clients Legal Gray Illegal ≒ May cause additional tax exposure if effective management is within China ≒ Must setup a separate RO to expand presence ≒ Allows more sophisticated means of tax optimization ≒ Direct hire of local employees Provide services and invoicing directly to ≒ Substantial presence within China with ability local & International clients Service WFOE to issue Fapiao ≒ Option to establish branch office to expand presence Legal Gray Illegal ≒ May require higher upfront costs and greater overhead ≒ May cause tax complications if used as a captive business model The JLJ Group All Rights Reserved - July 22, 2010 11
  • 12. Entity Options Analysis Extension of Business Scope Manufacturing / Import/Export Domestic Service Development Tax Treatment Rights Distribution Activities Rights Manufacturing WFOE FICE Mfg + FICE The JLJ Group All Rights Reserved - July 22, 2010 12
  • 13. Incentive Programs ≒ 2009 economic downturn has spurred many local governments to provide additional incentives for establishing your FIE within their jurisdiction Recognizing encouraged statuses before official approval Reduced rates for local portion of tax 2/3 Tax Holidays Reduced fees for land-use rights Subsidized rentals and expat housing ≒ Local incentive programs, once secured, may be tenuous at best Special Incentives should not be the only priority in choosing a location The JLJ Group All Rights Reserved - July 22, 2010 13
  • 14. Corporate Restructuring RO to WFOE- Current Location Cancela#on of RO Submit for Local Tax License and other Begin Final Audit for RO Bureau Cancela#on cer#鍖ca#ons/WFOE (1-足2 Months) (~4 months) Document Prepara#on (1month) WFOE Name approval Business License Post-足License & Lease Registra#on (1 month) registra#on (1 month) (~1 month) Entire process can take up to 10/12 months to complete The JLJ Group All Rights Reserved - July 22, 2010 14
  • 15. Corporate Restructuring RO to WFOE New Location Cancela#on of RO Submit for Local Tax License and other Begin Final Audit for RO Bureau Cancela#on cer#鍖ca#ons/WFOE (1-足2 Months) (~4 months) Document Prepara#on (1month) WFOE Name approval & Lease Registra#on in Business License Post-足License New Loca#on (1 month) registra#on (1 month) (~1 month) Changing office locations can shave months off of the process The JLJ Group All Rights Reserved - July 22, 2010 15
  • 16. Capital Requirements Injection Methods Total Investment Registered Capital No less than 70% of total ≒ Complete injection within 6 Less than 3 million investment, with a minimum months of 3,700 -or- ≒ Capital contributed in No less than 50% of total installments: 20% within investment with a minimum first 3 months with the Between 3 and 10 million of 2.1 million if total remaining injected within 2 investment is below 4.2 years million Currency: US Dollars No less than 40% of total investment with a minimum Between 10 and 30 million of 5 million if total investment is below 12.5 million No less than 1/3 of total Between 30 and 36 million investment with a minimum of 12 million The JLJ Group All Rights Reserved - July 22, 2010 16
  • 17. Capital Requirements Investment Ratios ≒ Registered Capital (RC) Foreign Contributed Capital Up to 70% of Non-Cash Assets ≒ Total Investment (TI) Combination of Equity and Debt Must maintain Ratio: RC/TI ≒ Non-Cash Assets may include Tangible and Non-Tangible Assets Intellectual Property Rights (i.e. Software) Hardware and a Catchall for Most Items with Monetary Value Valuation procedure may be complicated and time consuming Cash Investment is the Fastest Method of Investment The JLJ Group All Rights Reserved - July 22, 2010 17
  • 18. Capital Requirements Investment Ratio Examples Example 1 Registered Capital Equity (100%) Total Investment Example 2 Registered Capital Equity (70%) Debt (30%) Total Investment Shareholder loans are an alternative means of profit repatriation The JLJ Group All Rights Reserved - July 22, 2010 18
  • 19. Business Registration Process WFOE Companys Chinese Name Approval Stage I: Licensing Approval to Establish Company Registration of Business License Filing and Carving Seals* Enterprise Code Certification** Foreign Exchange Approval Registration with Tax Bureau Stage II: Post- Licensing Statistics Bureau Registration Open RMB & Foreign Currency Bank Accounts Stage III: Capital Verification Post-Capital Injection Update Business License *Official company stamps required for many business and banking transactions in China ** Equivalent to a personal identification number for the licensed company ≒ This process can be completed at any stage following foreign exchange approval and registration with the tax bureau The JLJ Group All Rights Reserved - July 22, 2010 19
  • 20. Business Compliance The License ≒ Describes the following information: Official Name of Company Business Scope Registered Capital & Total Investment Currently injected Capital Expiration Date ≒ Greenfield MFG WFOE 50 years ≒ Service WFOE 30 years ≒ RO 1 year ≒ ROs must renew their license every year ≒ WFOEs must conduct an Annual Inspection The JLJ Group All Rights Reserved - July 22, 2010 20
  • 21. Business Compliance The Capital ≒ Injection Options Full injection within six months 15% to 20% within 3 months, and the remaining over 2 years ≒ Inject on Time Late injection 損 Felony by law Pudong: License termination for late injection ≒ 100% Capital Injection is required to Change office location Open Branch Office Increase capital ≒ Important to update Relevant Bureau & Business Licenses Inject capital on time and update your business license The JLJ Group All Rights Reserved - July 22, 2010 21
  • 22. Business Compliance The Process ≒ Annual Audit and Examination Occurs between Mar 1st and June 30th every year ≒ Requires a Financial Audit ≒ Rep Offices: deadline by 30th Apr (only require financial audit) ≒ Examination by 7 Chinese authorities ≒ Joint examination offers simpler process (14th Apr to 23rd May) Miss it twice License terminated ≒ Company Alterations Renewals Office Location Key Company Details ≒ Chief Rep, Board Chairman, Executive Director, and Supervisor ≒ Company Name, Investors, etc Increasing Registered Capital Expanding Business Scope Try not to miss the joint examination Simplifies work significantly The JLJ Group All Rights Reserved - July 22, 2010 22
  • 23. China by the Numbers "FDI U#lized (USD Billion)" 100 90 80 70 60 50 40 30 20 10 0 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 FDI in 2009: 90.0bn -2.6% decrease over 2008 Source: National Bureau of Statistics/USCBC The JLJ Group All Rights Reserved - July 22, 2010 23
  • 24. China by the Numbers FDI By Investment Vehicle WFOE EJV CJV 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Source: National Bureau of Statistics/USCBC The JLJ Group All Rights Reserved - July 22, 2010 24