巴西作为拉丁美洲最大的经济体，持续吸引着战略投资者与财务投资者的目光。其庞大的国内市场、丰 富的自然资源以及在南半球的战略区位，使其成为极具吸引力的投资目的地。然而与此同时，巴西独特 且复杂的监管环境、持续推进的税制改革以及不断演变的司法解释，也要求尽职调查需兼顾审慎性与前 瞻性。 此外，媒体、医疗保健和航空等特定行业仍对外资持股设有限制，或要求取得特殊许可，这些因素都会 影响交易架构和时间安排。因此，税务考量在交易中发挥关键作用，既是风险来源，也是谈判中的重要 筹码。 税务尽职调查（TDD）并非例行公事，而是估值博弈的核心战场 当前，巴西税制体系正经历三大结构性变革，因此前瞻性税务尽职调查不仅必要，更是关键。每一项改 革都将直接影响估值模型、股份支付安排及股权买卖协议（SPA）条款的设计： 间接税改革（CBS/IBS）：巴西正从碎片化的增值税体系（包括联邦层面的社会一体化税和社会保障金 费（PIS/COFINS）、州一级的商品和服务流通税（ICMS）和市政一级的社会服务税（ISS））向双层 增值税体系转型：联邦层面的商品服务贡献费（CBS）和州及市级层面的商品服务税（IBS）。该转型 将于2026年启动，预 ...

Core Insights - Central Asian countries are actively promoting economic diversification strategies, resulting in distinct industrial structures, with Chinese enterprises focusing on investments in energy, infrastructure, agricultural processing, manufacturing, and services [1] Tax Environment Overview - The tax environment for Chinese enterprises in Central Asian countries is complex, with variations in tax types, rates, and incentives across nations [2] - Kazakhstan has a VAT rate of 12%, with certain exports and international transport services exempted; Uzbekistan also has a 12% VAT rate with specific exemptions [2] - Corporate income tax rates vary, with Kazakhstan at 20%, Uzbekistan at 15%, and Kyrgyzstan at 10% for certain sectors [2] Common Tax Risks - Tax reforms and lack of clarity create uncertainty; Kazakhstan's new tax law will take effect on January 1, 2026, and transfer pricing rules will also be updated [3] - There is a risk of differing interpretations of tax laws by tax authorities, leading to uncertainty in enforcement [3][4] Permanent Establishment Risks - Chinese enterprises involved in infrastructure and engineering projects face scrutiny regarding whether they create a permanent establishment in the host country, which could lead to local tax obligations [5] - In Kazakhstan, local entities are considered tax agents responsible for withholding taxes on payments to unregistered foreign suppliers [5] Utilizing Tax Treaties - China has signed tax treaties with Central Asian countries, allowing for reduced withholding tax rates on dividends, interest, and royalties under certain conditions [6] - Kazakhstan has strict scrutiny for treaty benefits, particularly regarding the "beneficial owner" concept, while Uzbekistan has recently introduced this concept [6] Transfer Pricing Risks - Transfer pricing practices vary significantly across Central Asian countries, with Kazakhstan and Uzbekistan having more developed frameworks compared to others [7] - Kazakhstan has stringent compliance checks, especially for transactions in the oil, gas, and mining sectors [7] Customs Duties and Tax Recommendations - Customs duties differ significantly among Central Asian countries, with Kazakhstan's average most-favored-nation tariff rate at 5.6% for 2024 [9] - Companies are advised to assess compliance costs and utilize tax incentives effectively when planning cross-border transactions [9]

Group 1 - The core challenge of expanding into the Latin American market includes navigating complex tax environments and supply chain issues, which can significantly impact global supply chain efficiency and profitability [2] - Companies face specific dilemmas such as designing holding structures, pricing internal transactions, and optimizing supply chains while managing tax planning [2] - KPMG offers comprehensive tax solutions to empower global supply chains for businesses entering the Latin American market [3] Group 2 - KPMG provides actionable recommendations for designing efficient holding structures by comparing the advantages and disadvantages of direct and indirect investments [4] - The firm emphasizes the importance of optimizing transfer pricing strategies to effectively manage tax risks and ensure compliance [5] - KPMG integrates tax considerations into supply chain optimization from the outset, helping companies achieve cost reduction, efficiency, and compliance [6]