China s Free Trade Zones

Transcription

1 China s Free Trade Zones Presented by Richard Cant, Regional Director March 13, 2014

2 1) Shanghai Free Trade Zone (SFTZ) 1. Administration of the SFTZ 2. Taxation & Accounting 3. Operational Issues 2) Logistics, Transportation & Shipping 3) China s Other Free Trade Zones

3 Shanghai Free Trade Zone (SFTZ)

4 Current State of Shanghai Shanghai GDP grew 7.7% 2013 (steady) Investment in Manufacturing grew 29% 2013 Investment in Financial Service grow 7% (2015) What is the role of the Shanghai Free Trade Zone?

5 Current State of Shanghai: In the SFTZ 4600 companies registered 280 foreign companies 60% not operational Banks sub-branches (HSBC, Deutsche Bank, Citibank) Big corporations (Microsoft, GE)

6 New Businesses in the SFTZ by Sector Source: CBRE Inc; Feng Xiuxia/China Daily

7 Waigaoqiao Bonded Logistics Zone vs. Shanghai Free Trade Zone In the Waigaoqiao Bonded Logistics Zone, all trade is subject to customs inspection Foreign goods can enter the region without paying duties, but be kept bonded The PFTZ emphasizes the opening-up of the service industry Source: EPA Source: globaltimes.cn

8 Why create a Free Trade Zone now? The SFTZ particularly emphasizes expanding the opening-up of the service industry What is the difference between the SFTZ and the Waigaoqiao Bonded Area? Special Custom Supervision System Foreign cargo can freely enter and exit the SFTZ from abroad without the intervention of customs authorities Simplified declaration and quarantine procedures Open the first line Control the second line No need for government approval before you set up a business (unless on Negative list) Preestablishment National Treatment Refers to the gate between SFTZ and customs Any cargo entering the domestic area from the SFTZ, or from the SFTZ to the domestic area, will be subject to duties and taxes Supervision will be strengthened

9

10 SFTZ features Simplified Approval Process One-stop Commercial Registration Simplified outbound approvals National Treatment Faster response to the market Greater opening of the service sector Fewer constraints in business scope Relaxation in the shareholding limit Less stringent eligibility requirements Financial system innovation Facilitate trade and investment process Negative List Reduce the approval process Renewed on a consistent basis Newly opened up Value Added Telecom Sector

11 SFTZ Timeline for Development End of March 2014 Official legislation to enact program More policies are to be released released for the Shanghai FTZ End of September August July 2013 Official launch of the Shanghai FTZ Administrative approvals Shanghai FTZ Overall for certain laws are Plan approved by the suspended State Council

12 National Strategy of the SFTZ RMB internationalization China has the 2nd largest economy in the world, but RMB only ranks as the 9th active currency in the global foreign exchange market Financial Center Move from government oriented to market oriented Testing Ground SFTZ will serve as a pilot test area for undergoing reform and testing new policies for Foreign Direct Investment (FDI)

13 Summary Negative/Positive List for foreign-invested companies (FIC) clarifies whether the company is a subject of normal investment approval or simplified record filing Opening of new areas: financial services; shipping services; commercial and trade services; professional services; cultural services; and social services Streamlining administration procedures - Direct submission of applications to a one-stop service platform - New measures for entry and exit supervision

14 Administration of the SFTZ

15 Positive List Some Examples of Industries on the Positive List are: Financial services sectors (3 opening measures -- banking, specialized health and medical insurance, and financial leasing). Shipping services sectors (2 opening measures -- ocean cargo transportation and international vessel management). Foreign investors are allowed to form wholly foreign owned international vessel management subsidiaries. Value-added telecommunications HR Education

16 Negative List The Negative List refers to 190 specific investment measures in FTZ and retains the most restricted and prohibited areas listed in the Foreign Investment Catalogue Some examples of industries on the list are: The production and supply industries for power, gas and water Mining industry Publishing of newspapers, magazines and books Internet system equipment and internet access services

17 The major difference in the SFTZ is that an investor can get a Business License before approval if on the positive list If on the Negative List, approval is required before the issuance of a Business License

18 The SFTZ has developed a one window system, all the filings will be submitted and accepted through a single government channel and the project filing and the enterprise filing may be summited simultaneously The changes apply to the enterprises whose investors are from Hong Kong SAR, Macao SAR and Taiwan the FIEs which have been established in the area before the official formation of the SFTZ the FIEs which move into the zone after its official formation A Filing Certificate of Enterprise with Foreign/Hong Kong/Macao/Taiwan/Overseas Chinese Investment in the zone will be issued within one business day after the application documents are received A Project Filing Opinion will be issued within ten business days after the application documents are received Organization code certificate and tax registration certificate will be issued simultaneously

19 Source: China Daily

20 Relaxed Registered Capital Requirements RMB Convertibility under Capital Account Pilot shall i ple e t Li e se efore ertifi ate registratio syste Projects in SFTZ Companies in SFTZ Overseas Projects Overseas Companies Administration Committee Documents submission Within 10 working days Administration Committee Online reporting Within 1 working day Administration Committee Documents submission Within 5 working days Administration Committee Documents submission Within 5 working days Validity of Filing 2 years Within 30 days 2 years 2 years Alteration of Filing Required Required Required Required Related Certificate Opinions of project filing Filing certificate of invested.company Opinions of project filing Overseas investment certificate Filing Authority Filing Method Filing Deadline

21 Not on the Negative List Investors: log on to one single login online platform Apply reporting system according to Negative List Fill In Enterprise Setting Up Declaration Form Foreign Investment Reporting Business License Registration Project Filing Enterprise ID registration Tax Registration Apply for the industry permit/special licenses The relevant licenses and certificates can be collected in 4 days Collect licenses and certificates at one-stop acceptance window

22 Investors: log on to one single login online platform On the Negative List Apply reporting system according to Negative List Application for project approval/industry permit/special Licenses Collect licenses and certificates at one-stop acceptance window Foreign Investment Approval Business License Registration Enterprise ID registration Tax Registration

23 WFOE Establishment - Comparison DIFFERENCE Certificate of Incorporation (CI ) with notarization and China embassy legalization OUT of SFTZ In SFTZ Comments Bank reference letter Documents required Passport of the Directors and Supervisor of WFOE Leasing Agreement of WFOE legal address Virtual Office Articles of Association Appointment Letter for the Director andssupervisor Products List Scope of Business Annual Auditing Report of the investor Passport of Legal Representative of the investor? Feasibility Study report

24 WFOE Establishment - Comparison DIFFERENCE OUT of SFTZ In SFTZ Comments Examination and Approval by Authorities YES NO - when the company s business is not in the Negative List. Authorities will update and shorten the Negative List each year Registered Capital 15% contribution in first three months and the remaining in two years. Investors decide The Registered Capital is a the contribution channel to transfer overseas timeline. funds to China as investment. Formation time Two months Two weeks

25 Taxation & Accounting

26 General Taxation Chinese taxation regime applies in SFTZ Corporate Income Tax (CIT) Value Added Tax (VAT) Business Tax (BT) Individual Income Tax (IIT) Chinese accounting requirements apply in SFTZ

27 Goods Goods Import supervision model regarded as the Frontier Opening Overseas Goods will be allowed to be declared to customs once they enter the SFTZ and file for entry record later Customs Shanghai SFTZ Non SFTZ Goods Goods Second Tier (goods between SFTZ and other domestic areas) customs supervision will also be improved

28 Supervision in the SFTZ for Customs Goods transferred between the SFTZ and foreign territories Goods transferred between the SFTZ and domestic regions Enterprises can declare goods to the customs first and file for entry record later Enterprises decide when to apply for inspection on their own before their goods are transferred outside the zone The zone will implement a one declaration, one inspection and one approval mode The zone will promote a classified supervision mode for goods

29 Duty Exemptions for Shanghai FTZ Import Manufacturing and production service businesses in the newly launched Shanghai Free Trade Zone (SFTZ) will get their imported equipment dutyfree. Duty Free Not duty-free Import of machines, equipment and other necessary goods for manufacturing by enterprise Goods produced and processed in the free trade zone and sold to the domestic market through indirect means still have to pay value-added tax and consumption tax. Bonded exhibition and trade platforms be set up in specific areas in the SFTZ Non-manufacturing-purpose goods imported by production service enterprises and those regulated on duty are also not duty-free

30 Operational Issues

31 Companies will not be subject to any minimum registered capital. Investors may decide the registered capital amount in accordance with their actual operational demands and needs. The mandatory ratio between the registered capital and total investment amount of a FIE will still be applicable. Investors shall still take the responsibility of shareholders as subscribed registered capital. Foreign investors of FIEs are also free from the from 1 Marchmandatory capital contribution requirement and may decide the timetable freely. Investors have no need to contribute 20% of registered capital within three months and 100% of registered capital within two years from obtaining the business license of the invested FIEs as currently required Investors will not be subject to the 70% cap of non-cash contribution of registered capital These measures will apply China-wide, 2014

32 Ordinary registered business address requirements still remain Possi ility of virtual offi e VAT registration requires actual business premises

33 A company (FIE or domestic) cannot set up a branch in the SFTZ A company in the SFTZ can establish a branch outside the SFTZ. Can this company undertake all activities outside the SFTZ?

34 Logistics, Transportation & Shipping: Special Features

35 Major area for reform to allow greater participation for foreign investment Current restructuring on foreign ownership is relaxed in SFTZ Foreign invested logistics companies are now allowed to have majority share in the joint venture (JV) Customs administration will be made easier SFTZ becomes an important international trading hub Shipping industry restrictions to be relaxed for transportation and shipping, still requires approval by Beijing

36 Shipping Industry Reforms Liberalize all trading restrictions in the SFTZ Introduce measures to encourage foreign investments in the shipping industry SFTZ will become a consolidating point for goods bound for other ports Item Before Currently in SFTZ Ocean Freight/Cargo Transportation Shipping must be invested by way of a joint venture (JV) Chinese must be controlling party -Eliminate equity restriction for foreign capital in vessel transportation -Easy access to the Waigaoqiao Port, Yangshan Deepwater Port, and Pudong Airport International Hub Port to build a more competitive shipping system International vessel management Wholly foreign-owned international vessel management companies are not permitted to be established Wholly foreign-owned international vessel management companies are permitted to be established in the SFTZ

37 Logistics Model Comparison: Mainland China Offshore China Shop North China Shops Beijing bonded Warehouse Shop Factory Offshore Shanghai bonded Warehouse Goods stored in the bonded warehouse are subject to a time limit (half year to one year) Shop Shop South China Shops

38 Logistics Model Comparison: Free Trade Zone Offshore China Factory Customs Mainland China Bonded Logistics Park Factory Offshore Bonded Warehouse Non-Bonded Warehouse SFTZ Goods stored in the SFTZ are not subject to a time limit Shop Shop

39 Item Importing Breakbulk Tianjin FTZ into Tianjin FTZ vs. SFTZ SFTZ Tax preferential treatments Registered financial leasing enterprises with a lease term exceeding 5 years and performs customs declaration for goods are eligible for VAT/CT refund -Export VAT/ consumption tax (CT) refund on crossborder financial leases for financial leasing companies -Expansion of trial export tax refund at ports of departure Location Caters mainly to the North/Northwest region of China Yangtze River Delta: largest regional economy in China Competition Still restrictions on foreign investments in certain industries Opening up foreign investment in logistics and transportation

40 Financial leasing has been liberalized in the SFTZ Factoring Tax benefits Encouraging new industries in SFTZ

41 China s Other Free Trade Zones

42 China s FTZs in progress Shanghai launched the SFTZ on September 29, 2013 Source:

43 Shenzhen FTZ Tianjin FTZ Shantou FTZ Zhuhai FTZ Size 3.42km2 5km2 2.34km2 3km2 Key Sectors Warehousing, logistics, trade, export processing International trade, port processing, distribution Logistics, warehousing Warehousing, logistics, exportprocessing Current State Major investors: Wal-Mart, Sony, Samsung, AEON Major Investors: Honeywell, General Motors Major Investors: Bayer, APL Logistics Major investors: Canon, Tyco Electronics, MTU Advantages -Largest export base in the Guangdong Province -One hour from airport -All 4 trade zones located in Shenzhen Special Economic Zone -Convenient transport system (in Tianjin Port) -Extensive market in North and Northwestern China -Close proximity to Hong Kong and Macau -Lower land costs than Shenzhen and Guangzhou Convenient transportation systems Limitations -High investment costs -Zone lacks land resources -Zone is easily affected by global economic situation (foreign exchange rates) High investment costs -Lacks high-end talent -Shantou s economy is lagging behind that of Shenzhen No strong industrial base

44 Qingdao FTZ Xiamen Xiangyu FTZ Ningbo FTZ Zhangjiagang FTZ SFTZ Size 2.5km2 9km2 2.3km2 4.1km km2 Key Sectors Container transport, ocean transport, export processing, product storage International trade, export processing, transit trade Electronics and information, manufacturing and processing Logistics of chemical products, warehousing Free trade, export processing, logistics Current State Major Investors: Mitsubishi, Panasonic, Lucent Maersk Major Investors: Micron, Maersk Major Investors: Exxon, Samsung, Carrefour Major investors: Chevron Philips, Dow Chemical Major Investors: Intel, HP, GE, IBM Advantages -Comprehensive land and water transportation system -One of nation s major commodity exchanges -Close to Taiwan (attract investment easily) -19th largest port in the world by container traffic -3 hour drive from Shanghai - near Beilun Harbor, 4th largest port in terms of container traffic Connected with the Yangtze River and the sea, within a 2 hr drive of Shanghai, Hangzhou, Suzhou -First FTZ with the concept of a free trade port -Draws a large talent pool from Shanghai Limitations Too far away from nearest airport Typhoons hit Xiamen yearly -Utility, land, and labor costs are high -Very sensitive to foreign exchange rates Fierce competition from other development zones in Jiangsu Province Operating costs are high

45 Welcome to Emerging Asia Welcome to Dezan Shira & Associates For inquiries: Richard Cant

46 Our subsidiary Asia Briefing Ltd. has published legal, tax and investment information since 1999 about doing business in China, India, Vietnam, Hong Kong, and emerging Asia.

47 Publications As a pre iu E glish la guage pu lishi g ra d i Asia, Asia Briefi g s portfolio includes books, magazines, and news websites. Apart from our free online resources, we have a wide selection of technical and business guides available through our online bookstore