Seamless Corporate & Trust Services in China

Seamless Corporate & Trust Services in China

About Vistra Ranked among the top four corporate service providers globally, Vistra is a versatile group of professionals, providing a uniquely broad range of services and solutions. Our capabilities span across international incorporations to trust, fiduciary, private client services, and fund administration. The firm employs over 3,500 professionals in 44 jurisdictions throughout the Americas, Europe, Middle East, and Asia Pacific. Vistra entered the China market in 2007 with the opening of our first office in Shanghai, which is now the headquarters for our China operations. With around 160 staff, we also have offices in Beijing, Guangzhou, and Shenzhen. Since entering China, our core service offerings have been in international incorporations and on-going support services targeting corporate service providers. Over the years we have extended our scope to provide tailored trust, fiduciary, fund, and corporate services for high net worth individuals and multinationals. In addition, we also have a dedicated team qualified to provide solutions and support to entrepreneurs and corporates expanding their business into China. 1

Pioneer in corporate and trust services in China As a leading global player with expert industry knowledge and location specialists, Vistra has a deep understanding of the professional worlds of our clients, as well as a proven track record of offering highly versatile solutions, and providing the people, processes, and products that help our clients get the most from their international business. China has evolved as one of the world s most sought after destinations for commerce and investment since opening its doors to international investors in 1978. In recent years, foreign companies who have already set foot in the country are constantly working to keep up with the varying regulatory changes while maintaining their business structures in compliance with local regulatory requirements. Setting up and running a business in China is challenging; local administrative and tax regulations can be difficult to follow, which can make it difficult to identify a business model that will guarantee profitability, growth and expansion. With extensive local knowledge and quality services, Vistra is capable of providing bespoke advice to international clients who either plan to enter the China market, or grow their existing operations within the country. We work as trusted partners when navigating new jurisdictions; wherever in the world our client wants to do business. Vistra is also dedicated to fulfilling the needs of domestic high net worth individuals (HNWIs) with a variety of overseas trusts to manage their family wealth effectively. In addition, we can provide multinational migration services to HNWIs including an explanation for the source of funds for those looking to become United States immigrant investors (EB-5). As one of the largest corporate and trust services providers in China, Vistra is well positioned to provide our clients with in-depth local knowledge, well proven processes, and access to information on major jurisdictions. Our seamless comprehensive service offerings are tailor made and delivered to clients seamlessly by professionals with expertise in all the different market segments. Our Full Service Spectrum Company Formation & Renewal Services Technical Services Corporate Administration Services Trustee & Fiduciary Services Fund Services Family Office Services Corporate formation services in various jurisdictions Sale of new companies incorporated in various jurisdictions Annual renewal services to maintain each company in good standing Provision of registered office / agent and licence renewals for each company Amendments to memoranda and articles of association Documentation and certificates Dissolutions / restorations Accounting and tax compliance Treasury and banking service HR and payroll service Provision of company secretarial and administration support Bank account openings Registered office Directorships Corporate shareholdings Substance services Trust selection advisory services Trust deed drafting Provision of trustee services Preparation of accounts Fund formation Fund administration services Registrar and transfer agent Trustee, corporate, and secretarial services Estate planning Monitor investment performance Manage lifestyle assets Treasury / cash management integrated reporting 2

Case study Using offshore structures for wealth management and asset protection The challenge A Chinese high net worth individual (HNWI) wanted to address the issues surrounding business succession, while still retaining autonomy in his business operations. The solution Vistra helped the HNWI set up a BVI Vista Trust which allowed the business owner to manage the Company without direct intervention from the Trustee, while still protecting the beneficiaries against misappropriation of assets. The benefits Allows the settlor to manage trust assets through the management of the underlying company Smooth succession planning Probate avoidance Asset protection Confidentiality Mitigate tax liabilities In order to set up the BVI Vista Trust, a BVI Company was needed under the trust structure. Vistra incorporated the BVI Company, and during discussions with the HNWI, also incorporated a Cayman vehicle in preparation for future listings from the business. Protecting the interests of a business owner Trustee Settlor Client BVI VISTA Trust BENEFICIARIES Primary beneficiary Client during his lifetime Secondary beneficiaries Client s family members BVI Company Cayman Company (Listco) Director Settlor and/or Client Settlor s designated person Hong Kong Company China Business Operations 3

Case study International companies setting up operations in China The challenge A mid-sized European retailer selling its products internationally wanted to set up an office and operations in China for the first time. They hoped to sell to Chinese distributors and consumers, but without having their own staff or representatives in the local market. The solution After a thorough analysis of the business model and market strategy of the European retailer, as well as in-depth discussions surrounding the appropriate structure, Vistra assisted the European retailer in setting up its holding entity in Hong Kong, and thereafter a Wholly Foreign Owned Entity (WFOE), together with subsequent branches in China to achieve its commercial objectives. As the company did not have plans to hire a full team of administrative, finance, and HR staff while it was focusing on marketing and sales, it then commissioned Vistra s business support and corporate services team to handle their company secretarial, bookkeeping, tax-filing, payroll, and HR services for all their various entities in China. Setting up operations in China European Retailer HK Holding Company IP Licensing Company* * Licensing Agreements WFOEs pay a royalty to the IP company as a cost of business, indirectly reducing tax on profits WFOE A Branch B Branch C Branch D Branch 4

Case study Adopting Cayman Exempted Limited Partnership to maintain autonomy The challenge An investment team at a well-known local bank was looking to attract more overseas investors to invest in their overseas projects. While they wanted to quickly bring investors on board; the team also wanted to maintain a high level of autonomy when making the final investment decision. The solution Vistra assisted the Investment team in setting up a Cayman Exempted Limited Partnership (Cayman ELP) by adopting a short form Limited Partnership Agreement (LPA). Vistra then helped the team adopt a long form LPA, which allowed them to quickly accept new limited partner (LP) investors. In order to set up the Cayman ELP, a Cayman exempt company needed to be set up as the General Partner (GP). The LP could either be a Cayman company, or a company registered in another jurisdiction. Vistra acted as a one stop service for incorporating both the GP, and the LP. A special purpose vehicle (SPV) is commonly used as the investment vehicle under a Cayman ELP; therefore, Vistra set up various suitable SPVs for the client to use in future investment strategies. Cayman management companies are also commonly seen in Cayman ELPs. Vistra assisted the client in setting up a management company and engaged a Cayman lawyer to arrange registration with the Cayman Islands Monetary Authority. The benefits Offer one stop service Flexible and timely manner when accepting new investors Autonomy in investment decision making Typical stand -alone private equity fund structure General Partner Investors (Limited Partners) Fund (Incorporated as a limited partnership in a tax neutral jurisdiction) Special Purpose Vehicle Special Purpose Vehicle Special Purpose Vehicle Investment Investment Investment 5

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Contact us Shanghai (China headquarters) 33/F Westgate Tower No. 1038 Nanjing West Road Jing an District Shanghai 200041, P.R. China T +86 21 6090 0598 F +86 21 6361 6489 shanghai@vistra.com Beijing Room 1101-1102, 11/F, Office Building A Phoenix Place, No.A5 Shuguang Xili Chaoyang District Beijing 100028, P.R. China T +86 10 8455 4569 F +86 10 8455 4190 beijing@vistra.com Guangzhou 2604 Peace World Plaza 362 Huan Shi Dong Road Guangzhou 510060, P.R. China T +86 20 8384 8101 F +86 20 8384 8102 guangzhou@vistra.com Hong Kong 19/F, Lee Garden One 33 Hysan Avenue, Causeway Bay Hong Kong T +852 2521 3661 F +852 2845 9198 hk@vistra.com Shenzhen Suite 1010, New World Centre 6009 Yitian Road, Futian District Shenzhen 518038, P.R. China T +86 755 8347 3340 F +86 755 8347 1312 shenzhen@vistra.com linkedin.com/company/vistra Follow us on wechat ID: vistrachina 8 Vistra Group Holdings SA / December 2017