【上市公司税讯】建业地产:2017-2019年度按照1%-6%的预征率,共预缴土地增值税27.14亿元,并累计计提土增税15.68亿元

建业地产(00832.HK)于2021年1月15日发布公告,披露2017、2018和2019年度按照1%-6%的预征率,分别预缴土地增值税5亿元、9.65亿元和12.49亿元,同时分别计提了土地增值税3.72亿元、1.91亿元和10.05亿元。“During the years ended December 31, 2017, 2018 and 2019, we estimated and made provisions for LAT for which we believe we were liable in accordance with the relevant PRC tax laws and regulations, and we paid provisional LAT at the rate of 1.5% to 6% of the sales proceeds received in accordance with LAT regulations. For the years ended December 31, 2017, 2018 and 2019, we made LAT payments in the amount of approximately RMB500.1 million, RMB964.8 million and RMB1,249.2 million (US$176.8 million), respectively, and we made provisions for LAT in the amount of approximately RMB372.4 million, RMB191.0 million and RMB1,004.8 million (US$142.2 million), respectively.

《海外監管公告》【2021-01-15】详细披露如下:

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The relevant PRC tax authorities may challenge the basis on which we calculate our land appreciation tax obligations.

Under PRC tax laws and regulations, our project companies in the PRC are subject to land appreciation tax (‘‘LAT’’) on the appreciation value of their land and the improvements on the land. All income from the sale or transfer of state-owned land use rights, and buildings and their attached facilities in the PRC,is subject to LAT at progressive rates ranging from 30% to 60% of the appreciation value as defined by relevant tax laws. Certain exemptions are available for the sale of ordinary residential houses if the appreciation value does not exceed 20% of the total deductible items, but this exemption does not extend to sales of commercial properties. Under the Notice on Strengthening the Administration of LandAppreciation Tax( 关于加强土地增值税管理工作的通知 )promulgated by the Henan Local Tax Bureau in June 2004, the amount of LAT payable in Henan can be calculated using the authorized taxation method instead of the taxation method based on accounts. Property developers are permitted to select the method of tax calculation they adopt, subject to the approval of the local tax authorities. Under the authorized taxation method, LAT liabilities are based on a fixed rate, which ranged from 1.5% to 6% of the proceeds from pre-sales of the properties during the years ended December 31, 2017, 2018 and 2019, depending on the city in which the enterprise was located and the selling price per GFA.

Property developers are normally required to file tax returns with the relevant authorities within seven days from the date the property sale or transfer contract is signed, and the LAT is payable within the period specified by the local tax authorities. However, with the approval of the relevant tax authorities,real estate enterprises may file tax returns for LAT on a regular basis if they have a consistently high volume of transactions which makes it impracticable to file a tax return for each sale or transfer. We have been approved by the relevant tax authorities to file tax returns for LAT on a monthly basis and to settle our LAT liabilities for each month prior to the tenth day of the immediately following month.

During recent years, however, the Henan Local Tax Bureau issued several notices and circulars with the intention to increase the LAT prepayment rates and strengthen the collection of LAT. For instances, in December 2006, the State Administration of Taxation (‘‘SAT’’) issued a Notice on Issues Relevant to Administration of Settlement of Land Appreciation Tax of Real Estate Development Enterprises(关于房地产开发企业土地增值税清算有关问题的通知),which requires real estate developers to settle the final LAT payable in respect of their development project that meet certain criteria, such as 85% of a development project having been pre-sold or sold. Local provincial tax authorities are entitled to formulate detailed implementation rules in accordance with this Notice in consideration of local conditions. In addition, pursuant to the Notice on Strengthening the Collection of Land Appreciation Tax( 关于加强土地增值税征管工作的通知 )(‘‘the 2010 LAT Notice’’) issued by the SAT in May 2010, the minimum LAT prepayment rate in central regions such as Henan is increased to 1.5%. Further,pursuant to the 2010 LAT Notice and the Circular on Specifying Several Measures Regarding Land Appreciation Tax(关于明确土地增值税若干政策的通知)issued by the Henan Local Tax Bureau in March 2010 and effective as of May 2010 and a circular issued by the Henan Local Tax Bureau effective as of January 2012, LAT should generally be calculated based on the audited taxation method with a prepayment rate ranging from 1.5% to 4.5%, and only under limited circumstances authorized taxation method with a rate ranging from 5% to 10% may be applied to LAT calculation.

During the years ended December 31, 2017, 2018 and 2019, we estimated and made provisions for LAT for which we believe we were liable in accordance with the relevant PRC tax laws and regulations, and we paid provisional LAT at the rate of 1.5% to 6% of the sales proceeds received in accordance with LAT regulations. For the years ended December 31, 2017, 2018 and 2019, we made LAT payments in the amount of approximately RMB500.1 million, RMB964.8 million and RMB1,249.2 million (US$176.8 million), respectively, and we made provisions for LAT in the amount of approximately RMB372.4 million, RMB191.0 million and RMB1,004.8 million (US$142.2 million), respectively.

Before disallowance of the authorized taxation method in May 2010, LAT liabilities for 17 of our subsidiaries were calculated using the authorized taxation method for the whole or part of this period, while our remaining subsidiaries adopted the audited taxation method. The method of calculating LAT liability may differ for a subsidiary from year to year depending on application made by such subsidiary and approval granted by government authorities.

We cannot assure you that the local tax authorities will agree to the basis on which we calculate the amounts of LAT payable by us. In addition, we cannot assure you that the tax rate applied under the audited taxation method will not increase, or that the PRC government or local tax authorities will not completely abolish the authorized taxation method. If the tax authorities determine that a higher amount of LAT should be paid in the future, or if the final settlement of our LAT obligations results in an amount greater than what we have already paid or made provision for, our business, prospects, financial condition and results of operations may be materially and adversely affected.

If any cultural relics are discovered at a construction site, it could result in the delay or abandonmentof a property development project.

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Under The Measures on the Disposal of Idle Land(闲置土地处置办法), if we fail to commence the development of a parcel of land for more than one year from the commencement date stipulated in the land grant contract, the relevant PRC land bureau may serve a warning notice on us and impose an idleland fee of up to 20% of the land premium. If we fail to commence development for more than twoyears from the relevant commencement date stipulated in the land grant contract, the land will be subject to forfeiture to the PRC government. Moreover, even if the commencement of the property developmentsatisfies the stated requirements of the land use rights grant contract, if the developed GFA is less than one-third of the total planned GFA of the project or the total capital invested is less than one-fourth of the total planned investment of the project, and development of the land is suspended continuously for more than one year without government approval, the land will still be treated as idle land. In the Noticeon Promoting the Saving and Intensification of Use of Land(国务院关于促进节约集约用地的通知)promulgated by the State Council in January 2008, the aforesaid policy was reinforced. This notice states, among other things, that the MLR and other authorities are required to conduct research on and commence drafting of implementation rules concerning the levy of land appreciation fees on idle land.

Furthermore, the MLR issued a Notice on Restricting the Administration of Construction Land and Promoting the Use of Approved Land(关 于 严 格 建 设 用 地 管 理 促 进 批 而 未 用 土 地 利 用 的 通 知 )in August 2009, which reiterates the current rules regarding idle land. In September 2010, the MLR and MOHURD jointly issued the Notice On Further Strengthening the Administration and Control of RealEstate Land and Construction(关于进一步加强房地产用地和建设管理调控的通知), which provides that a property developer and its shareholders will be prohibited from participating in land bidding before any illegal behaviors in which it engages, such as land idle for more than one year on its own reasons, have been completely rectified. The local governments have required us to pay liquidated damages with respect to Project Chrysanthemum Garden in Kaifeng and deemed one parcel of land for Xiuwu Forest Peninsula Project in Jiaozuo as idle land, each due to our failure to commence development within the time period stipulated in the respective land grant contracts. For parcels of land of our project in Dengfeng, we have been informed orally by the local land authority that we should commence construction as soon as possible and if not, these parcels of land will be taken back, and as of the date of this offering memorandum, we have not yet received any written notice from the localland authority. For two parcels of land in Zhengzhou, the local land authority issued notice in March 2020 to require us to commence construction as soon as possible by reason of our failure to commence construction within the time period as stipulated in the land grant contract, but we have not yet commenced construction of the land as of the date of this offering memorandum. We also have not commenced development of certain other projects within the time period stipulated in the relevant land grant contracts or required by relevant PRC laws, for which we have not received any idle land notice or been required to pay liquidated damages or other penalties. There have been also instances that certain of our property projects have not completed development within the time period stipulated in the relevant land grant contracts. However, we cannot assure you that the government authorities will not issue idle land notice to us, require us to pay liquidated damages, impose other penalties on us or even forfeit the parcels of land in the future. If we are deemed as holding land idle for more than one year without cause or are required to forfeit land, we may lose the opportunity to develop the relevant land,our investments in the land, including land premiums paid and development costs incurred, and our ability to bid for other land in the future, any of which could materially and adversely affect ourbusiness, prospects, financial condition and results of operations.



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