Presentation: May 2014, China Desk LUXEMBOURG

Transcription

1 Presentation: May 2014, China Desk LUXEMBOURG

2 INDEX Index 1. Orangefield Group Profile 2. Orangefield Luxembourg Profile and China Desk 3. Orangefield Luxembourg Key Business Lines 4. Key Contacts 5. Annexes General Services Fund Services Real Estate Services Private Clients Services Intellectual Property Services Substance & Independent Director Services Digital Office KYC Requirements 2

3 INTRODUCTION 1. Orangefield Group Key Data Orangefield is an independent global service provider with nearly 40 years of experience providing bespoke financial services to corporate, institutional & private wealth clients Orangefield was formed following an MBO of ING Trust and in 2007 we saw the build out of our Global Administration Platform which focuses on providing integrated administrative services to complex investment fund structures operating in multiple jurisdictions Our highly skilled teams support top tier Wealth Managers, Family Offices, Multinationals and Real Estate and Private Equity managers Over USD 28bn assets and 6,000 SPVs under administration Operating with 29 offices in 19 countries worldwide supported by more than 500 professionals Orangefield is ISAE 3402 compliant and audited by Group audit and an independent international audit firm ESGpolicy and high internal ethics (FCPA,UKBribery act compliant, Orangefield code ofconduct) 3

4 Orangefield Group Office Locations INTRODUCTION Dallas Toronto New York The Netherlands United Kingdom Germany Luxembourg Austria Spain Malta Cyprus Beijing Shanghai British Virgin Islands Hong Kong Aruba Curacao Singapore São Paulo South Africa Mauritius 4

5 INTRODUCTION 2. Orangefield Luxembourg Key Data Currently 80 employees Business Centre in Luxembourg city with fully equipped offices, meeting rooms, reception services and IT support Qualified accountants (ACCA,CPA) and lawyers, English, Dutch, French, German, Chinese, Italian, Spanish, Luxembourgish and Russian native speakers Dedicated China Desk with highly motivated and experienced professionals Extensive experience with Luxembourg financing instruments PEC, CPEC, PPL and MRPS Custody major banks including Bank of China, ICBC, CBC, ING, BIL, RBS and etc. Close collaboration with China Desk of leading law firms and tax advisors Licensed Professional du Secteur Financier ( PSF ) CSSF licensed Administrateur d OPC 5

6 INTRODUCTION 2. Orangefield Luxembourg China Desk Our dedicated China Desk has extensive experience in the Chinese market, addresses all of the needs of clients throughout different structures, from the regulated fund level through multiple SPV layers to theultimateoperationalcompanylevelinallofour 19 different locations. Orangefield has been servicing Chinese clients for many years and we have 3 offices in China, including Hong Kong, Shanghai and Beijing in order to be close to our clients. We are very proud to say that our Chinese clients are prominent players doing business in a wide range of fields such as multinationals, real estate and private equity. Chinese clients will have one dedicated Chinese speaking contact person who has expert knowledge as well as a thorough understanding of the challenges Chinese clients face when establishing theirstructures. t t After discussing the individual needs of each client, our China Desk will liaise with specialist departments across the Orangefield network to identify the best solutions based on the specifications or objectives, ensuring a seamless service process from start to finish. We work inclose cooperation with all legall and tax advisors ensuring that cross border structuring is carried out in full awareness of existing legal and cultural differences....large enough to succeed, small enough to be personal 6

7 INTRODUCTION 3. Orangefield Luxembourg Key Business Lines General Services Legal Administration, Management and Domiciliation, Accounting and Reporting (Annex 1) Fund /Securitisation Real Estate Private Clients Services Services Services (Annex 2) (Annex 3) (Annex 4) Umbrella SICAV SIF Strategic Real Estate Management Estate Planning IP Services (Annex 5) IP Assets Management Front and Middle Office Operational Real Estate Asset Protection IP Centralization Services Management Technology Corporate Secretarial Controlling and Reporting Services IP Company Administration Substance Services (Annex 6 &7) Independent Director Employment Services Business Center Compliance Floor Space Management Digital Office Risk Management Facility Management Compliance Monitoring Management of SPVs Regulatory and Financial Reporting 7

8 INTRODUCTION 4. Key Contacts Onno Bouwmeister, Managing Director tel: Sissi Zhao, Head of China Desk tel:

9 SERVICES ANNEX Annex 1: Key Business Lines General Services Registered Address A business address in the right place and a local contact number answered in your company name can make all the difference in business. Our professional teams will manage your calls and handle your mail. Management tservices Provision of local qualified directors with specific industry knowledge and limited mandates per director. Corporate Secretarial Services Corporate secretarial support and maintaining corporate records. All legal/compliance l/ li services that may be required in relation to the company (statutory general meeting, board meeting and filings). Assistance in the day to day operational activities iii on an if and when required dbasis. Accounting Services Keeping of the books and records. Preparation of statutory accounts in local GAAP and IFRS in line with specific requirements in the industry. Management of audit timetable. Monthly, quarterly or (semi) annual reporting. Filing statutory ttt accounts and tax returns. Cash Management Services Smooth opening of a bank account and collection of KYC documents where needed. d Daily monitoring of bank movements. Preparation and executing of payment orders. Review documents related to the payment transfers. 9

10 ANNEX Annex 2: Key Business Lines FundServices Front Office Services Real time P&L Real time trade processing Daily position, P&L and activity reporting Position monitoring Post execution trade capture Middle Office Services Trade capture Trade, position and cash reconciliations Administrator to investment manager reconciliation Trade affirmation/confirmation Daily listed instrument and OTC independent pricing Daily P&L reconciliation Corporate Secretarial Working in conjunction with legal lcounsel to establish legal entities Transfer, issue and/or merger of shares/ units and maintain corporate register Statutory filings with the local regulator Drafting, executing and legalisation of corporate documents/ agreements Convening & taking of minutes/ drafting of resolutions at shareholder and board of directors level Dissolutions & liquidations Compliance Services Fund & corporate compliance with ihlocal lregulatory requirements Continual review & monitoring of internal procedures & controls KYC & AML compliance Compliance reviews of fund documentation Risk Management Monthly Risk Oversight Committee meetings Preparation of bespoke risk reporting matrices Monitoring of KPIs and risk indicators Regular client review meetings 10

11 ANNEX Annex 3: Key Business Lines Real Estate Services Strategic Real Estate Management Planning, building, construction management Determine scope of project and site survey Preparing budgets / cost calculations Local compliance check Assign and monitor contractor Ongoing quality control and project progress reports Reinstatement, modernisation, refurbishment Energy saving and conversion measures Quality & deficiencies management and pursuit of warranty claims Real estate consulting (research, analysis, strategy) Due diligence support Fully digital archive for key documents Operational Real Estate Management Lease and tenant management Property and letting accounting Monthly, quarterly and annual accounts according to the landlord s individual requirements Preparation of all reports for banks, auditors and tax accountants Cost management and budgeting Claims management Performance management Centre management Technical property management Subcontractor coordination Working onclient EDP systems (if requested) 11

12 ANNEX Annex 3: Key Business Lines Real Estate Services (cont d) Controlling and Reporting Services Property condition and status reports Location development reports Maintenance measures reports Letting status updates Cash flow planning and projections Outstanding items lists Legal issues reports Information on discussions with tenants Complaints management Overview of insurance matters and losses Ongoing general issues Floor Space Management Active planning, preparation and management of all letting activities Letting handovers and returns Floor space optimization Development of property p investment strategies Qualitative and quantitative portfolio analyses Optimization ofthe tenancy situation and general tenancy management Reduce occupancy costs and manageoccupant density Identify, analyse and reduce vacancies and develop customised leasing strategies Support with the buying and selling process Facility Management Technical building services General inspection of properties Energy management Minor maintenance and repair work Janitorial services Supply and waste management Landscaping and gardening services Front desk and security services Cleaning services Conference room catering 12

13 ANNEX Annex 4: Key Business Lines Pi Private Clients Services Estate Planning Various estate planning solutions Formation of trust, foundation or private investment company Management and administration services to the structures Asset Protection setting up structures with lifestyle assets like yachts, planes and art Management and administration services to the structures Registration of assets in favourable jurisdictions 13

14 ANNEX Annex 5: Key Business Lines Intellectual Property Services IP Assets Management Domain Names, New TLDs, Trademarks Registration, Recovery Audit & surveillance IP Centralization Technology IP Asset Management platform Domain name Management platform E reputation & Brand monitoring IP Company Administration IP Company creation in Luxembourg Administration of IP companies IP qualified directors IP qualified (part time) time) employees 14

15 ANNEX Annex 6: Orangefield Services Substance Independent Director Services (IDS) Provide experienced, knowledgeable independent d tdirectors, with a particular focus on alternative investment funds, SPVs and property companies Essential Duties and Responsibilities Attending Board dmeetings Reviewing Board minutes Reviewing transactions and financial statements of the company Assisting the shareholder h with the organization of the company Employment Services Provision of qualified part time employees to work on the client company pay roll. Appointment and dismissal guaranteed without HR and labor issues for our clients. Customized Office Package Business Center Short to mid term office lease at various locations. Dedicated Business Centre in Luxembourg city (separate from the Orangefield office) with fully equipped offices, meeting rooms, reception services and IT support Fully or partly furnished. Registration and set up dedicated phone and fax line. Registering internet domain names and setting up accounts. Arranging office and corporate stationary Automatic redirecting e mail and telephone. 15

16 SERVICES ANNEX Annex 6: Orangefield Services Orangefield Independent Director Services Our experienced professionals provide director services on a highly discretionary basis to a range of entities, with a particular focus on alternative investment funds, SPVs and property companies. Our independent directors are easily accessible and ready to fulfil their duties when serving as independent director for your company. Our advanced IT infrastructure includes the use of smart phones, laptops and secure remote access, meaning that our principals are able to engage fully with clients at all times in all time zones even whilst travelling outside of Luxembourg. All our independent d tdirectors are covered by professional indemnity (PI) insurance Independent Director Services Essential Duties and Responsibilities Act as Director or Manager or member of the Supervisory Board of the company. Attending Board Meetings, reviewing Board minutes, and, if necessary amend. Reviewing transactions and financial statements of the company. Reviewing and execute promptly any document required in the capacity of director or manager of the company. Preparing for, attending and taking an active role in the Annual General Meeting and any Extraordinary General Meetings of shareholders of the company. Assisting the shareholder with the organization of the company, by reviewing i the Articles Atil of Association, ensuring the timely execution of related documents and meetings. 16

17 ANNEX Annex 7: Orangefield Services Digital Office Digital Office & Compliance Monitoring Virtual data room specifically designed for the storage of Corporate legal ldocumentation: Financial reporting Local tax records Board reporting Investor reporting Monitoring of corporate compliance & statutory filing requirements Secure corporate and fund structure charts available Data room held on a secure platform with defined user rights Accessible on a worldwide basis 24/7 Download functionality in PDF format /di i l ffi 17

18 ANNEX Annex 8: Orangefield Services KYC Requirements KYC steps: Determining full scope of the Luxembourg operational mandate and corresponding fees Finalising services agreement and collection of KYC documents Introducing dedicated Orangefield support team Developing reporting schedules and ongoing timetables Background information required, including: A structure chart of the planned structure showing the shareholder path all the way up to the Ultimate Beneficial Owners ( UBOs ). UBOs are defined as shareholders/investors holding directly or indirectly more than 10% of the assets (or voting rights) Certified copy passport/id p card of all external directors co managing gwith Luxembourg directors, Short overview of planned transaction and cash flows, Service Agreement in relation to the services Orangefield will provide (Domiciliation & Management Services Agreement). Based on our understanding of Chinese system and our China network, we are able to keep the KYC procedure smooth and efficient. 18