Investing in Hotels in China: What You Need to Know The China Hotel Investment Summit 2005 April 2005 IMAGE HERE

OUR PRESENTERS

Our Presenters Bruce Parmley – Washington, DC Steve Robinson – Shanghai Jun Wei - Beijing

FIRM HIGHLIGHTS

Firm Highlights Over 1,000 lawyers practicing in 21 offices worldwide Our worldwide services structure and common firm culture foster innovation, knowledge sharing and quality service Full-service “Top 30” global law firm (Legal Business, 2004) #1 real estate practice in Washington, DC, with client appreciation for “the team’s responsiveness and positive firm culture” (Chambers USA, 2004) Consistently ranked in Top 10 of lobbying powerhouses Represent over half of Fortune 500 companies and more than 65% of Fortune 250 Ranked in 40 categories in European Legal 500 in 2003 Provide “one-stop-shop” seamless service wherever our clients do business

HOSPITALITY practice overview

Hospitality Practice Overview Structuring ownership entities and offshore vehicles, and negotiating acquisition and equity investments in major hotel and resort projects Structuring and negotiating all types of financing arrangements (public and private debt, portfolio credit facilities, mezzanine financing and property level financing) Working with key authorities on approvals and registrations Acquisition and development of hotel and resort projects, including development and construction agreements, resort integration agreements, amenity agreements (spa, golf course) and similar understandings Structuring and negotiating management and operational agreements with major hospitality brands, including Marriott and Ritz-Carlton, Four Seasons, Hyatt, Starwood, Mandarin, Hilton, Wyndham and others Private equity formation on behalf of sponsors and investors in major hotel and resort projects Tax, governance, operational, interdisciplinary and general business representation with respect to all facets of the hospitality and lodging industry

OVERVIEW

Overview Key Regulatory Authorities Trends in Hotel Investment Hotel Management Companies Land System in China

KEY REGULATORY authorities

Key Regulatory Authorities National Tourism Administration (“NTA”) National Development and Reform Commission (“NDRC”) Ministry of Commerce (“MOFCOM”) State Council

TRENDS IN hotel investment

Trends in Hotel Investment WTO Commitments Restrictions Choice of Entities and Offshore Vehicles for Hotel Investment –WFOE (and governing laws) –EJV (and governing laws) –CJV (and government laws) –Offshore Vehicles

Trends in Hotel Investment (contd.) Approval Procedures –Documents Needed –Timeframes –Post-approval Registrations Operation Duration of Hotels

Trends in Hotel Investment (contd.) Taxation –Income Tax –VAT –Business Tax Governance and Operational Issues –Board –Management –Employment –Labor Costs

Trends in Hotel Investment (contd.) Exit Strategies –Listing Domestic Stock Exchanges Domestic Listing Requirements Approval Procedures for Domestic Listing Offshore Listing –Sale to Strategic Investors Capital Gain Tax Land VAT Approval Requirement Mandatory Consent by JV Partners Mandatory Right of First Refusal Benefit of Having an Offshore Holdco

HOTEL management companies

Hotel Management Companies Qualifications of Hotel Management Companies Business Scope of Hotel Management Companies Measures of Operations Franchising Intellectual Property

LAND SYSTEM in China

Land System in China Two Types of Land –State-Owned Land –Collective-Owned Land Land Use Rights v. Fee Simple Obtaining Land Use Rights Zoning and Land Uses

Land System in China (contd.) Land Use and Real Estate Related Taxes Easement Land Grant and Construction-Related Authorities Transfer of Land Use Rights

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