An overview of using Hong Kong as a platform for trade and investment with China. Daniel Booth Director Vistra (Hong Kong)

Transcription

1 An overview of using Hong Kong as a platform for trade and investment with China Daniel Booth Director Vistra (Hong Kong) Breda May, 2012

2 The role of Hong Kong A recognized and respected jurisdiction for active trading companies. The most favoured entry point for inbound investment into China. A simple and effective corporate holding jurisdiction. Increasing role as a centre for personal asset holding The jurisdiction of choice for outbound Chinese investment. 2

3 Why does Hong Kong support these roles the client s perspective Familiar legal system Free of corruption Strong domestic and international IP protection Highly transparent business environment Fully convertible currency with personal and Corporate RMB accounts allowed Simple domestic tax system Most advantageous tax agreement with China and now other nations 3

4 Hong Kong Tax Highlights - Companies Hong Kong companies Basis of taxation Territorial Corporate income tax rate 16.5% Capital gains tax rate - Withholding tax (payments to non-residents) -Dividends -Interest -Royalties -Technical assistance/service/management fees % - Treaty network *at May comprehensive DTAs - 29 limited DTAs - 11 DTA s currently under negotiation *Capital duty in HK to be abolished effective June 1, 2012*

5 A simple system in comparison CHINA Business Tax: 3% to 20% Enterprise Income Tax: 25% Individual Income Tax: 5% to 45% VAT: 0% - 17% Consumption Tax: 1% - 50% Withholding Tax: 10% - 20% Capital Gains Tax: 10% - 20% Urban Real Estate Tax 1.2% Education Surcharge 3%-5% HONG KONG Business Tax: N/A Profits Tax: 16.5% Salaries Tax: 15.5% VAT: N/A Consumption Tax: N/A Withholding Tax: N/A Capital Gains Tax: N/A Estate Duty: abolished since Feb 2006 Urban Construction Tax 1%-7% 5

6 Hong Kong Tax Highlights Comprehensive DTAs ASIA / APAC EUROPE MIDDLE EAST UNDER NEGOTIATION Brunei China Indonesia Japan Malaysia New Zealand Thailand Vietnam Austria Belgium Czech Republic France Hungary Ireland Jersey Liechtenstein Luxembourg Malta Netherlands Portugal Spain Switzerland United Kingdom Kuwait Bangladesh Canada Finland Guernsey India Italy Korea Macau (SAR) Mexico Saudi Arabia United Arab Emirates

7 Using a Hong Kong Company to Trade with China/Asia

8 Using a Hong Kong Trading Company to buy from China and sell to International Clients Specifically for businesses that: Are sourcing from Asia and reselling in their home country or third party destinations Are selling to large customers which accept direct shipment Want to centralize their sourcing function in Asia Need to have better control over quality Need to have better control over receipts and payments Want to sell on FOB Asia terms 8

9 Using a Hong Kong Trading Company to buy from China and sell to International Clients Sale of goods Client/Partner OS Holding Company China Mfg Order HK Trading Order International Company Cash Company Cash Buyers Flow of goods Hong Kong Trading Company can be free of TAX

10 Using a Hong Kong Trading Company to buy from China and sell to International Clients What are the benefits?: Potentially low or no taxes in Hong Kong Increased flexibility to sell FOB or ex-warehouse Free up capital financing on inventories Improved control by having HK-based service provider liaise with your vendors in Asia, in the same language and time zone Low risk as lease and staff overhead is borne by the service provider Growth through allowing clients to focus on growing their business rather than back-end infrastructure and staff 10

11 Using a Hong Kong Trading Company to buy from China and sell to International Clients Using the Hong Kong Trading Company Must negotiate, conclude and execute all sales and purchase agreements outside of Hong Kong Profits in Hong Kong company that are non-hong Kong source may enjoy full tax exemption Bank accounts can be in Hong Kong Physical goods must not pass through Hong Kong customs

12 Using a Hong Kong Company to Invest in China

13 Hong Kong /China Double Tax Agreement China s Non- Treaty Rate China s Treaty Rate HK-China DTA Rate Dividends 0-20% 5-10% 5-10% Interest 10% NIL 0-7% Royalties 10% 7-10% % 13

14 Example 1: Direct Investment in WFOE/FICE Foreign Investor 100% PRC WFOE/FICE PRC $ Profit tax 25% (25.00) $ $ PRC WHT 10% $ (7.50) $ ======= 14

15 Example 2: With HK Holding Company Foreign Investor 100% HK Holding Company 100% Advantages: PRC $ Profit tax 25% $ (25.00) $ PRC WHT 5% $ (3.75) $ HK WHT 0% $ - $ ======= PRC WFOE/FICE Changing shareholding in HK is a matter of days No capital gains tax in HK* Extra layer of protection Profits are locked in Hong Kong instead of PRC 15

16 Example 3: With HK Holding & Trading Company (and Offshore Profit in HK) Foreign Investor 100% HK Holding / Trading Company 100% PRC WFOE/FICE PRC (1) $ Profit tax 25% $ (17.50) $ PRC WHT 5% $ (2.63) $ HK Profit (1) $ HK WHT 0% $ - $ ======= (1) Profit in HK automatically not in PRC Extra note: transactions between HK and PRC need to be at arm s length No restrictions: - CEPA between HK and PRC - No import and export duties - No VAT in Hong Kong 16

17 What are the significant recent changes in China? Changes to regulations in relation to permanent establishment. Changes to regulations pertaining to holding companies and taxation of Representative Offices Amendments to capital gains rulings on sales of the parent company Substance requirements 17

18 Substance for DTA Benefits Substance drivers Physical and economic substance Operational alignment Key personnel Business Purpose Substance Beneficial ownership Costs & benefits have to be analysed 11

19 Activities (substance) conducted in Hong Kong Receiving purchase invoices from suppliers Issuing sales invoices to (overseas) clients Operating bank accounts Receiving payments Opening and arranging of letters of credit Accounting & Reporting Arranging shipments, QC, logistics etc. Local staff on payroll / Local directors Physical presence in Hong Kong Under the GAAR (2009), the benefits of any DTA with China will only be applicable if substance can be demonstrated!!! 19