Doing Business In China 2020 - Deloitte

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Doing Business in China 2020

Foreword04Chapter I Economy profile of China1. Global & China economy outlook2. China's 14th Five-year Plan3. Growth drivers06070910Chapter II Shaping a new era: the evolving business environment in China1. A more open China2. An impartial China3. An innovative China11123640Chapter III Where to invest: tap emerging opportunities1. Free trade zones in China2. China's high potential locations3. Greater Bay Area59667275Chapter IV About Deloitte Global Chinese Services Group1. The business enabler between China and the world2. Our activities in the market3. Global Belt & Road Initiative 2.073808171Chapter V Acknowledgement79Endnotes81

Doing Business in China 2020 ForewordForewordJohn HungChairmanDeloitte Global ChineseServices Groupjohnhung@deloitte.com.cnThe Doing Business in China 2020 handbook comes at an importantmoment for foreign investors. In the wake of a pandemic andrising geo-political tensions, the global trade environmenthas changed and the world markets are in an unprecedentedperiod of uncertainty. In response, multinationals have to thinkdifferently about how and where they do business. As we movetowards a post-pandemic world, companies in search of growthor diversification need to adapt. They need to look beyondtraditional ways of doing business and focus their sights onemerging opportunities in the new normal. In this context, Chinahas become more important than ever.Since 2003, Deloitte's Global Chinese Services Group (GCSG)has been advising Chinese companies on expanding their globalpresence and multinational companies on operating in China.We believe the uncertainties of today represent a moment ofreal opportunity. For many, China is seen as an unconventionaland complex market. The prospect of doing business herecould be daunting even before the pandemic. Certainly it posesgreat challenges in the current climate, but as Beijing furtherlifts restrictions on foreign investment to stimulate economicactivity, many foreign investors are well-placed to benefit from amarket where new opportunities continue to emerge in a rangeof different sectors. China's growth playbook, the 14th Five-YearPlan (2021-2025), also targets a greater opening up and improvedbusiness environment for foreign investors.04

Doing Business in China 2020 ForewordThere is great potential for companies with the right support in place.This is where the Doing Business in China has such an invaluable role toplay. You will find in this updated version a wealth of the latest marketinformation and practical advice produced by Deloitte's subject matterexperts across different industries and sectors. The handbook highlightsmajor growth drivers for China's economic transformation and examinesnewly introduced policies leading to a foreign capital–friendly businessenvironment. It also dives into some of the China hot topics with anemphasis on retail, mobility, smart city and FinTech. Last but not least, itexplores the different investment location offers including regional freetrade zones, economic zones, and the Greater Bay Area for newcomers aswell as those looking to expand their existing presence.This handbook provides an excellent reference for anyone considering aChina market entry strategy, and also for multinationals as they expandtheir operations within China. I hope you will find it useful. I wish you all thebest as you connect with exciting new opportunities in the new norm.05

Doing Business in China 2020 Chapter I Economy profile of ChinaChapter IEconomy profile of China06

Doing Business in China 2020 Chapter I Economy profile of China1. Global & China economy outlook1.1 Trade war and geopolitical complexityOver the past 20 years of globalization, theglobal supply chain has developed into a highlyinterconnected network among countries;meanwhile, the deepened international labordivision has further widened the gap between therich and the poor, and impacted the multilateraltrade system and policy coordination mechanism.Currently, the protectionism and populism aregaining ground. The economic friction betweenthe United States and its trading partners isdeteriorating, causing the global geopoliticaluncertainty. In this context, the global trade, asan important driving force for global economy, isfacing tremendous downward pressure.The COVID-19 pandemic further cast a shadow onthe global economy. The International MonetaryFund predicts that the global GDP will fall intonegative growth in 2020 and will not see signs ofrecovery until 2021. As countries take measuresto deal with the pandemic, both market supplyand demand are squeezed, causing severe impacton the normal operation of the global supplychain. Thus, many countries began to reflect ontheir positioning in the global value chain and toexplore new modes of cooperation. As a result,countries will transfer their production capacity ofstrategic goods to local regions; and multinationalcompanies will consider striking a new balancebetween efficiency and resilience in supply chaindistribution.1.2 Economic transformationIn the period of rising global uncertainties,China's economy has also shifted from a stageof high-speed growth to a stage of high-qualitydevelopment. Besides GDP growth, regionalcoordination, improvement of people's livelihood,social progress and ecological environment arealso important factors constituting the systemof indicators used to measure high-qualitydevelopment.While transforming to high-quality development,China's economy is experiencing both cyclicalslowdown and structural adjustment. Despitethe decline in growth rate, China's economy isgradually releasing more growth potential andmomentum. Firstly, the development of digitaleconomy has led to the increasing investment in"new infrastructure". On the strength of strongmarket capacity and technological development,China's digital economy accounts for nearly35% of its GDP (2018). The “New Infrastructure"proposed in 2020, will put more efforts onthe infrastructure construction of the scienceand technology, with a focus on 5G, artificialintelligence, industrial Internet, Internet of Thingsand other fields, accelerating the developmentand penetration of digital economy. Secondly, theeconomic growth has shifted from investmentdriven to consumption driven. In 2019, the finalconsumption expenditure contributed 57.8% tothe GDP growth and has been the first drivingforce of economic growth for 7 consecutive years.07

Doing Business in China 2020 Chapter I Economy profile of ChinaFigure 1: Slowdown of economic 0112012201320142015GDP growth: world20162017201820192020e*GDP growth: ChinaSource: Wind, IMF, Deloitte Research*Note: The 2020 GDP growth for world is estimated by IMF while the one for China is by Deloitte1.3 Key challengesThe high-speed growth in the earlier times hasmade high leverage a medium and long-termchallenge for China's economy. By the end of2019, the leverage ratio of the domestic realeconomy reached 245%. The COVID-19 hasunprecedented impact on the economy andsociety. If the international pandemic situationis prolonged, the global economic growth will beseriously damaged, bringing great uncertainties tothe international balance of payments and crossborder capital flows, and pressure of degradationto credit assets of the financial systems of majoreconomies. In order to cope with the pandemicimpact and achieve a virtuous circle, the Chinese08government has proposed measures to furtherincrease the leverage ratio in 2020, such asappropriately increasing the fiscal deficit rate,issuing special treasury bonds and increasing thescale of special bonds.Therefore, China needs to adapt to the slowdownof economic growth, create a favorableenvironment for high-quality development, andreduce the possibility of structural imbalancecaused by high leverage. In this way, there willbe more policy room for China to solve the longterm social problems such as resource shortage,environmental pollution and population aging, andfinally achieve high-quality development.

Doing Business in China 2020 Chapter I Economy profile of ChinaHigh-level opening up, improved business environment, regionalcoordinated development, people's livelihood, innovation drivendevelopment and ecological environment will be the focuses of the 14thFive-Year Plan.2. China's 14th Five-year Plan2020 is the final year of the implementation ofChina's 13th Five-Year Plan, and the 14th Five-YearPlanning period (2021-2025) will be the keytransitional period for China to move forwardfrom a moderately prosperous society to basicallyrealizing socialist modernization.Based on the evaluation of the mid-term resultsof the 13th Five-Year Plan, as well as the policiesand guidelines concerning the development goalsof 2025-2035, we find that high-level openingup, improved business environment, regionalcoordinated development, people's livelihood,innovation driven development and ecologicalenvironment will be the focuses of the 14th FiveYear Plan. Among these points, a higher level ofopening up and improved business environmentwill bring strategic opportunities to foreigninvestors.In terms of opening up, the Foreign InvestmentLaw of the People's Republic of China, which cameinto force as of January 2020, has provided strongguarantee for the development of a higher levelof opening up in the future by means of lawgovernance, with a focus on the opening up ofthe service industry led by the finance sector. Theexpanding opening up of the service industrywill help realize the leap from quantity catchingup type to innovation leading type. As importantapproaches to promoting a high level of openingup, the pilot free trade zones and free tradeports, characterized by favorable conditions forinvestment and trade, will provide experiencethat can be promoted and replicated in the restof the country. Particularly, they will bring moreinnovation opportunities to the trade in services,especially digital services.In terms of business environment, the Regulationson Optimizing Business Environment, which cameinto force as of January 2020, will help Chinabuild a market-oriented and law-based businessenvironment. China will continue to streamlineadministration and institute decentralization,delegate power and strengthen regulation, andoptimize service reform. The Opinions of theCPC Central Committee and the State Council onBuilding a Better Market-oriented Allocation Systemand Mechanism of Factors, issued in April 2020,emphasizes the elimination of all kinds of invisiblebarriers, allowing the free flow of factors. TheChinese government will deepen and promotethe principle of competition neutrality, treatingdomestic enterprises, foreign-funded enterprisesand other market entities equally in terms offinancing and market accesses.09

Doing Business in China 2020 Chapter I Economy profile of China3. Growth drivers3.1 Consumption upgradingChina is witnessing an obvious trendof consumption upgrading. In 2019,the total retail sales of consumergoods exceeded RMB40 trillion.The Engel coefficient has been thesame as the average of high-incomecountries (about 28%), and the serviceconsumption accounted for almost50%. During the pandemic period,the prosperity of online consumerbusinesses has driven retail enterprisesto increase their investment in digitaland information technology, which hasreshaped the consumer ecology.Technological innovationhas gradually become animportant driving force forChina's economic growth.In the future, while emphasizing"expanding domestic demand" andexploring the reform of supply mode,China will accelerate the cultivationof new consumption business formssuch as e-commerce and intelligentlogistics, accelerate the integrationof online and offline businesses,and realize 24-hour life circlecovering a full range of scenarios forconsumers. "Consumption sinking","precision consumption" and "delicateconsumption" will release more growthpotentials.3.2 InnovationScientific and technological innovationhas played an important rolein promoting China's economicdevelopment. The informationtransmission, software and informationtechnology service industry, asthe representative of science andtechnology, has accounted for morethan 10% of the GDP in recent years.The World Intellectual PropertyOrganization (WIPO) believes that Chinahas changed from a major technologyuser to a technology producer, andtechnological innovation has graduallybecome an important driving force forChina's economic growth.namely, coordinated development ofBeijing, Tianjin and Hebei, developmentof Yangtze River Economic Belt,construction of Guangdong-HongKong-Macao Greater Bay Area, andintegration strategy of Yangtze RiverDelta. In 2019, the GDP of Beijing,Tianjin and Hebei, Yangtze River Delta,and Guangdong-Hong Kong-MacaoGreater Bay Area reached RMB8.5trillion, RMB23.7 trillion and RMB11.4trillion, respectively, accounting for44% of the country's total, becomingthe "engine" of China's economicdevelopment.As 5G, big data, Internet of Things,cloud computing, artificial intelligenceand other new generation ofinformation technology rapidlyand widely penetrate into allfields of economy and society, thetransformation and upgradingof traditional industries will befurther accelerated. The advancedmanufacturing clusters will inject strongnew momentum into the sustainabledevelopment of national economy andcomprehensively promote its highquality development.In the future, the ecological protectionand high-quality development ofthe Yellow River Basin will becomethe key to coordinated regionaldevelopment. Besides, China willalso speed up the implementation ofother regional development strategiessuch as West China Development,the Comprehensive Revitalizationof Northeast China, the Rise ofCentral China, and the constructionof Chengdu-Chongqing EconomicCircle. China's urbanization ideas arechanging. Central cities and urbanagglomerations have become the mainspatial forms of bearing developmentelements. It is expected that thegovernment will improve supportingpolicies concerning land, householdregistration and transfer payment, andpromote the integrated developmentof urban infrastructure, industrialdistribution, ecological environmentprotection and public services.3.3 Integrated regional economicdevelopmentIn 2017, the 19th National Congress ofthe CPC put the regional coordinateddevelopment in the agenda ofnational strategy for the first time. Inthe past five years, the governmenthas completed the top-level designof the four major national strategies,Know more about Deloitte insights on China economy, please contactSitao XuDeloitte China Chief Economistsxu@deloitte.com.cn10Lydia ChenDeloitte Research Directorlydchen@deloitte.com.cn

Chapter II Shaping a new era: the evolving business environment in ChinaDoing Business in China 2020 Chapter IIShaping a new era:the evolving businessenvironment in China11

Doing Business in China 2020 Chapter II Shaping a new era: the evolving business environment in ChinaHigh-level opening up, business environment improvementand innovation driven development are among top priorities ofChina's 14th Five-Year Plan to achieve the development goals of 20252035. Foreign investors can thus expect to see pockets of strategicopportunities emerging from a more open, impartial and innovativeChina in the coming years.China is now taking concreate and effectivemeasures to open its door wider, includingthe introduction of Foreign Investment Law,favorable tax schemes, as well as liberation ofspecific industries. Taking an active approachto developing fair business climate for bothdomestic and foreign enterprises, Chinahas recently revised its Trademark Law andAnti-Unfair Competition law to benchmarkleading practices across the world. Further tooptimization of external factors, technologicalinnovation has become a pivotal driving force topower China's sustainable economic growth. Theadvancement of 5G, IoT, cloud computing andAI has injected new momentum to traditionalindustries, bringing about a new wave ofindustrial upgrading.1. A more open ChinaThe introduction of new Foreign Investment Law(FIL), effective on January 1, 2020, is a concretemeasure taken by Chinese government tolevel the playing field for foreign investors andsafeguard, even stimulate their interests in China.The new FIL featuring equality and legalityensures foreign-invested companies’ equalaccess to government supporting policies, fundraising and business opportunities in all walksof life. And for the biggest concern of mostforeign companies, the law bans the practice12of forced technology transfers to furtherprotect intellectual property rights. A complaintmechanism is also established, exploring morechannels for overseas investors to speak up.As China’s commitment to building a fairrules-based environment, the FIL has madegroundbreaking changes, and can undoubtedlybe recognized as a legislative milestone. At a newera when China welcomes foreign investors withunprecedented market access, its economic andlegal significance can't be overstated.1.1 Inception of Foreign Investment LawThis new FIL replaced several long existing laws(i.e., the Law on Wholly Foreign-owned Enterprises,the Law on Sino-foreign Equity Joint Ventures, theLaw on Sino-foreign Co-operative Enterprises,collectively the "Old FIE Laws"), and is now China’sbasic law for regulating foreign investment.On 31 December, 2019, the ImplementationRegulations for the FIL of the People's Republic ofChina (the "Implementation Regulations") waspublished, which also became effective onJanuary 1, 2020. The Implementation Regulationsfurther detail the principles under the FIL,reflecting China's commitment to furtherits open-up policy, optimize the businessenvironment and welcome foreign investment.

Doing Business in China 2020 Chapter II Shaping a new era: the evolving business environment in ChinaFollowing the implementation of the FIL and the Implementation Regulations, manyexisting laws have been repealed or revised, including but not limited to:Repealed legislations Law of the People’s Republic of China on Wholly Foreign-owned Enterprises Law of the People’s Republic of China on Sino-foreign Equity Joint Ventures Law of the People’s Republic of China on Sino-foreign Co-operative Enterprises Provisional Measures on Administration of Filing for Establishment and Change of Foreign InvestmentEnterprises Provisional Regulations on Several Issues concerning the Establishment of Foreign InvestmentCompanies Limited by Shares Several Provisions on Changes in Equity Interest of Investors in Foreign-invested Enterprises Interim Provisions of Ministry of Commerce on Capital Contribution in the Form of Equity by ForeignInvestment EnterprisesRevised legislations & regulations to be revised Regulations of the People's Republic of China on Foreign-funded Insurance Companies Regulations of the People's Republic of China on the Administration of Foreign-funded Banks Measures on Administration of Authorised Registration for Foreign Investment Enterprises Measures on Strategic Investment in Listed Companies by Foreign Investors Measures of the Ministry of Commerce on Handling Complaints Lodged by Foreign-InvestedEnterprisesMeanwhile, new legislations have been enacted, which are related to the FIL,including but not limited to: Regulation on Optimization of Business Environment Measures on Reporting of Foreign Investment Information Announcement of the Ministry of Commerce on Matters Relating to Reporting of Foreign InvestmentInformation Notice on Reform of "Multi-Report Integration" of Annual Report Interpretation of the Supreme People's Court on Several Issues Concerning Application of the ForeignInvestment Law of the People's Republic of China Notice of the Ministry of Commerce Further Carrying out Reform and Opening up and Stabilizing ForeignInvestment in Response to COVID-19 Epidemic13

Doing Business in China 2020 Chapter II Shaping a new era: the evolving business environment in ChinaUnder the new regulatory scheme on foreigninvestments, major changes have been made tofurther optimize business environment for foreigninvestors. We set out some of the salient points ofthe changes as follows.1.1.1 Scope of coverage expandedThe Old FIE Laws regulate the establishment offoreign invested enterprises ("FIE", i.e., enterprisesthat are formed with foreign capital as describedabove under the three categories), but notmergers and acquisitions ("M&A") activitiesundertaken by foreign investors or FIEs in China.The FIL, however, covers FIE investments,M&A activities of foreign investors, as well asnon-FIE foreign investments (i.e., investmentsmade by foreign investors without setting upan FIE). Article 2 of the FIL provides that foreigninvestment includes direct and indirect foreigninvestment in the following scenarios, where: a foreign investor establishes an enterprise inChina, either alone or with another investor; a foreign investor acquires equity, shares,property shares, or similar rights and interestsof an enterprise within China; a foreign investor invests in a new project inChina, either alone or with another investor; and a foreign investor invests in any otherway stipulated under laws, administrativeregulations, or provisions of the State Council.Article 3 of the Implementation Regulations clarifiesthat "other investors" under Article 2 of the FILinclude Chinese natural persons, while this wasnot doable under the Old FIE Laws. Under thecurrent regulatory scheme, a foreign investormay choose a Chinese natural persons as theirbusiness partners to form an FIE.1.1.2 Pre-establishment national treatmentand the negative listThe FIL stipulates that China will adopt a "preestablishment national treatment" system and a"negative list" for foreign investments.14Pre-establishment national treatment meansthat, at the stage of "investment access" (i.e., theinvestigative and planning process leading to anactual investment, "potential" foreign investorsand their "potential" investments will enjoytreatment no less favorable than that granted todomestic investors and their investments.The negative list sets out the industries in whichforeign investors are prohibited for investment orin which the extent or form of foreign investmentwill be restricted. Such restrictions include a limiton the percentage of foreign shareholding orthe form of the FIE (e.g., limited to a Sino-foreignequity or cooperative joint venture). For industriesnot within the negative list, the government willgrant the foreign investment national treatment,i.e., an FIE will be treated in the same way as adomestic enterprise.The significance of the pre-establishment nationaltreatment, in combination with the negative list,is that pre-investment government approval willno longer be required for a non-negative listforeign investment, as long as a similarly situateddomestic enterprise would not be required toobtain such approval.1.1.3 Equal treatment of FIEs and domesticenterprisesAs stipulated by Article 9, 15 and 16 of the FIL,China's various policies in support of enterprisedevelopment, various industrial standards, andregulatory documents shall be equally appliedto domestic enterprises and FIEs. Also, FIEsshall be equally treated during governmentprocurements. The Implementation Regulationsfurther clarifies such principles as follows: Application of government policiesArticle 6 of the Implementation Regulationsstipulates that governments and their relevantdepartments shall accord equal treatment to FIEsand domestic enterprises in terms of governmentfunding, land supply, tax reduction andexemption, qualification licensing, formulation

Doing Business in China 2020 Chapter II Shaping a new era: the evolving business environment in Chinaof standards, project declaration, humanresource policies, etc., pursuant to the law.Relevant policies, as well as the criteria, materialrequirements and timelines for processingadministrative applications should be publishedas public resources, and there should be nodiscriminatory requirements for foreign investors. Formulation of laws, regulations, localrules and industrial standardsArticle 10 and 15 of the FIL established thetwo basic principles of i) timely disclosureof regulatory documents relating to foreigninvestment, and ii) equal application ofcompulsory national standards to FIEs. TheImplementation Regulations further explains suchprinciples.Article 7 of the Implementation Regulationsstipulates that regulatory documents in relationto foreign investments shall be promptlyannounced pursuant to the law, and documentsnot yet announced shall not serve as basis foradministrative actions. Regulatory documentsclosely relating to the production and businessactivities of FIEs shall, in light of actual conditions,have a reasonable time gap from announcementto implementation.Article 14 of the Implementation Regulationsfurther stipulates that compulsory nationalstandards apply equally to FIEs and domesticenterprises, and it is forbidden to apply technicalrequirements higher than compulsory standardsspecifically for FIEs. Government procurementArticle 16 of the FIL provides that the Chinaprotects FIEs' participation in governmentprocurement activities through fair competition.The Implementation Regulations further specifiesthat the governments and their relevantdepartments shall not:1. hinder and restrict free access of FIEs to thegovernment procurement market;2. impose differential treatment on FIEs interms of announcement of procurementinformation, determination of suppliercriteria and qualification examination or bidevaluation standards;3. restrict suppliers by way of ownership,organization form, equity structure, investornationality, product or service branding andother unreasonable criteria; and4. differentiate products manufactured andservices provided in China by FIEs fromdomestic enterprises.For activities imposing differential treatmentsover FIEs and domestic enterprises, procurementsupervising authorities are entitled to investigateand issue correction orders.1.1.4 Formulation of investment promotionpolicies and government commitmentsArticle 18 of the FIL stipulates that the localpeople’s governments at or above the countylevel have the right to formulate foreigninvestment promotion policies, and suchpolicies must be based on laws, administrativeregulations and local legislation.Article 19 of the Implementation Regulationsprovides that local governments can formulatefacilitation measures in terms of fee reductions,land use rights guarantees, and provision ofpublic services. In addition, policies are alsorequired in general to be conducive to highquality local development, to create economic,social and ecological benefits, and to helpcontinuously optimize the business environment.The Implementation Regulations also requirethat the regulatory documents on foreigninvestment formulated by the government shallbe scrutinized for legality before publication.As required by Article 25 of the FIL, localgovernments at all levels shall honour theircommitments to policies provided to, and15

Doing Business in China 2020 Chapter II Shaping a new era: the evolving business environment in Chinacontracts with, foreign investors and FIEs. TheImplementation Regulations further requiredthat such commitments must be in writing, andthe content is limited to supportive policies,preferential treatments and convenienceapplicable only in the region administered by thelocal government. Moreover, Article 28 furtherspecifies that governments shall not breachtheir contracts with foreign investors on thegrounds of adjustment of administrative zones,change of government leaders, institutional orfunctional adjustment of authorities, etc. Anychange of commitment or contract terms dueto public interest concerns shall be processed inaccordance with relevant regulations, and foreigninvestors shall be compensated timely and fairlyfor their losses.1.1.5 Foreign investment information reportsystemArticle 34 of the FIL establishes a foreigninvestment information report system throughwhich foreign investors and FIEs will submitinvestment information to the competent marketsupervision authorities. Only informationconsidered "necessary" will be required and thevarious government departments should notrequire duplicative information.Correspondingly, The State Administration ofMarket Supervision ("SAMR"), the Ministry ofCommerce and the State Administration ofForeign Exchange issued the Notice on the Reformof "Multi-Report Integration" of Annual Report on 16December, 2019. The notice provides that startingfrom the annual report of 2019, which shall be filedby 30 June, 2020, instead of filing different reportsin different system of various authorities, FIEsshall file an "integrated" annual report throughthe National Enterprise Credit InformationPublicity System (the "NECIPS"). All informationneeded by market supervision, commerce andforeign exchange authorities will be reflected inone single report. Additional information requiredby the commerce or foreign exchange authorities,which may include confidential information of16FIEs, will be collected only for sharing amongdifferent authorities, and shall not be published.The Implementation Regulations authorize theMinistry of Commerce and SAMR to determinethe details of content, scope and specificprocess of the information report mechanism.According to the Measures on Reporting ofForeign Investment Information on 30 December,2019, foreign investors or FIEs shall submitinvestment information through initial reports,change reports, deregistration reports, annualreports etc. As for the content and formality ofthe reports, the Announcement of the Ministryof Commerce on Matters Relating to Reportingof Foreign Investment Information issued on

Doing Business in China 2020 Chapter I Economy profile of China 2. China's 14th Five-year Plan 2020 is the final year of the implementation of China's 13 th Five-Year Plan, and the 14 Five-Year Planning period (2021-2025) will be the key transitional period for China to move

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