I apologize for saying I would live blog from the China Real Estate Seminar in SFO and then not doing so. The material presented was so dense I could not keep up.
In this post and over the next few days, I will try to convey some of what went on there as it really was a terrific conference for those interested in investing in
Franklin Dennis, of the
Qiang Li, an attorney with
He did a superb job explaining the complicated financing issues that arise when foreign investors spend more than $10 million to purchase or develop Chinese real property. A copy of Mr. Li's Powerpoint presentation (in Powerpoint format) can be found here.
Mr. Li talked about how even though he is essentially a mergers and acquisitions (M&A) lawyer, because so many of the largest properties in China are ultimately held by offshore entities, the best way to handle the real estate transaction is usually for the purchaser to buy the company, not the property.
Mr. Li began by talking about the various efforts the Chinese government has made in the last couple years to try to slow down real estate appreciation in
Circular 171 restricts foreign investors (both corporate entities and individuals) from using offshore (non Chinese) companies to purchase and hold real estate in
The registered capital of such an onshore foreign invested company (the WFOE or, less likely, the JV -- collectively referred to as a Foreign Invested Enterprise, or FIE) must not be less than 50% of the total investment amount if the total investment amount exceeds US$10 million. Circular 171 also mandates that the FIE may not borrow funds unless its registered capital has been fully paid up, it has obtained the relevant land use right certificate, and its self-owned project development capital constitutes 35% or more of the total capital requirement of the construction project.
Mr. Li also touched briefly on ways investors can minimize the