LUXEMBOURG Presentation: 2014, China...New York • Dallas • Toronto • Hong Kong • Shanghai • Singapore • Johannesburg • Mauritius • Aruba • Curaçao • British Virgin

LUXEMBOURGPresentation: May 2014, China Desk

INDEX

Index

1. Orangefield Group Profile

2. Orangefield Luxembourg Profile and China Desk

Index

3. Orangefield Luxembourg Key Business Lines

4. Key Contacts

5 A5. Annexes

• General Services

• Fund Services

• Intellectual Property Services

• Substance & Independent Director Services

• Real Estate Services

• Private Clients Services

• Digital Office

• KYC Requirements

Amsterdam • Rotterdam • Eemnes • Berlin • Hannover • Frankfurt • Munich • Vienna • London • Barcelona • Malta • Cyprus • Luxembourg • New York • Dallas • Toronto • Hong Kong • Shanghai • Singapore • Johannesburg • Mauritius • Aruba • Curaçao • British Virgin Islands22

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

1. Orangefield Group Key Data

• 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

• ESG policy and high internal ethics (FCPA, UK Bribery act compliant, Orangefield code of conduct)ESG policy and high internal ethics (FCPA, UK Bribery act compliant, Orangefield code of conduct)


Orangefield Group Office LocationsINTRODUCTION

United Kingdom The Netherlands

Luxembourg Germany

Spain

Toronto

New York

AustriaBeijing

Aruba Curacao

British Virgin Islands

CyprusMaltaSpain

Hong Kong

ShanghaiDallas

Singapore

MauritiusMauritiusSouth Africa

São Paulo


2. Orangefield Luxembourg Key Data

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

C stod major banks incl ding Bank of China ICBC CBC ING BIL RBS and etc• 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’


2. Orangefield Luxembourg China Desk

INTRODUCTION

g gOur dedicated China Desk has extensive experiencein the Chinese market, addresses all of the needs ofclients throughout different structures, from theregulated fund level through multiple SPV layers to

After discussing the individual needs of eachclient, our China Desk will liaise with specialistdepartments across the Orangefield network to

regulated fund level through multiple SPV layers tothe ultimate operational company level in all of our19 different locations.

Orangefield has been servicing Chinese clients for

identify the best solutions based on thespecifications or objectives, ensuring a seamlessservice process from start to finish.

W k i l ti ith ll l l dg g

many years and we have 3 offices in China,including Hong Kong, Shanghai and Beijing in orderto be close to our clients. We are very proud to saythat our Chinese clients are prominent players

We work in close cooperation with all legal andtax advisors ensuring that cross borderstructuring is carried out in full awareness ofexisting legal and cultural differences.

that our Chinese clients are prominent playersdoing business in a wide range of fields such asmultinationals, real estate and private equity.

Chinese clients will have one dedicated Chinese large enoughChinese clients will have one dedicated Chinesespeaking contact person who has expert knowledgeas well as a thorough understanding of thechallenges Chinese clients face when establishingth i t t

...large enoughto succeed,

small enoughto be personal


their structures. to be personal

INTRODUCTION

3. Orangefield Luxembourg Key Business Linesg g y

General ServicesLegal Administration, Management and Domiciliation, Accounting and Reporting

(Annex 1)( )

Fund /Securitisation Services(Annex 2)

Real Estate Services(A 3)

Private ClientsServices(A 4)

IP Services(Annex 5)

Substance Services(Annex 6 &7)

(Annex 2) (Annex 3) (Annex 4)

Umbrella SICAV‐SIF Strategic Real Estate Management

Estate Planning IP Assets Management

Independent Director

Front and Middle Office S i

Operational Real Estate M t

Asset Protection IP Centralization T h l

Employment ServicesServices Management Technology

Corporate Secretarial Controlling and Reporting Services

IP Company Administration

Business Center

Compliance Floor Space Management Digital Office

Risk Management Facility Management Compliance Monitoring

Management of SPVs

Regulatory and Financial


Reporting

INTRODUCTION

4. Key Contacts

Onno Bouwmeister, Managing Director • tel: +352 49 67 67 9861• email: [email protected]

Sissi Zhao, Head of China Desk• tel: +352 49 67 67 4419 • email: [email protected] @ g


| SERVICES

Annex 1: Key Business Lines General Services

ANNEX

Annex 1: Key Business Lines General ServicesRegistered Address• A business address in the right place and a local contact number answered in your

k ll th diff i

Accounting Services• Keeping of the books and records.• Preparation of statutory accounts in local GAAP d IFRS i li ith ificompany name can make all the difference in

business. Our professional teams will manage your calls and handle your mail.

M t S i

GAAP and IFRS in line with specific requirements in the industry.

• Management of audit timetable.• Monthly, quarterly or (semi) annual reporting.Fili t t t t d t tManagement Services

• Provision of local qualified directors with specific industry knowledge and limited mandates per director.

• Filing statutory accounts and tax returns.

Cash Management Services• Smooth opening of a bank account and

ll i f KYC d h d dCorporate Secretarial Services• Corporate secretarial support and maintaining corporate records.All l l/ li i h b

collection of KYC documents where needed.• Daily monitoring of bank movements.• Preparation and executing of payment orders.• Review documents related to the payment

f• All legal/compliance services that may be required in relation to the company (statutory general meeting, board meeting and filings).

• Assistance in the day to day operational i i i if d h i d b i

transfers.


activities on an if and when required basis.

ANNEX

Annex 2: Key Business Lines Fund ServicesAnnex 2: Key Business Lines Fund Services

Front Office Services• Real‐time P&L

l i d i

Corporate Secretarial• Working in conjunction with l l l bli h

Compliance Services• Fund & corporate compliance

i h l l l• Real‐time trade processing• Daily position, P&L and activity reporting

• Position monitoringd

legal counsel to establish legal entities

• Transfer, issue and/or merger of shares/ units and maintain

with local regulatory requirements

• Continual review & monitoring of internal

d l• Post execution trade capture

Middle Office Services• Trade capture• Trade position and cash

corporate register• Statutory filings with the local regulator

• Drafting, executing and

procedures & controls• KYC & AML compliance• Compliance reviews of fund documentation

Trade, position and cash reconciliations

• Administrator to investment manager reconciliation

• Trade

legalisation of corporate documents/ agreements

• Convening & taking of minutes/ drafting of

Risk Management• Monthly Risk Oversight Committee meetings

• Preparation of bespoke risk• Trade affirmation/confirmation

• Daily listed instrument and OTC independent pricing

• Daily P&L reconciliation

resolutions at shareholder and board of directors’ level

• Dissolutions & liquidations

• Preparation of bespoke risk reporting matrices

• Monitoring of KPIs and risk indicators

• Regular client review


• Daily P&L reconciliation • Regular client review meetings

10

ANNEX

Annex 3: Key Business Lines Real Estate Services

Strategic Real Estate Management • Planning, building, construction management• Determine scope of project and site survey

Operational Real Estate Management • Lease and tenant management• Property and letting accounting

Annex 3: Key Business Lines Real Estate Services

Determine scope of project and site survey• Preparing budgets / cost calculations• Local compliance check• Assign and monitor contractor• Ongoing quality control and project progress

Property and letting accounting• Monthly, quarterly and annual accounts according to the landlord’s individual requirements

• Preparation of all reports for banks auditors and• Ongoing quality control and project progress reports

• Reinstatement, modernisation, refurbishment• Energy‐saving and conversion measures• Quality & deficiencies management and pursuit

• Preparation of all reports for banks, auditors and tax accountants

• Cost management and budgeting• Claims management• Performance management• Quality & deficiencies management and pursuit

of warranty claims• Real estate consulting (research, analysis, strategy)

• Due diligence support

• Performance management• Centre management• Technical property management• Subcontractor coordination• Working on client EDP systems (if requested)• Due diligence support

• Fully digital archive for key documents• Working on client EDP systems (if requested)


ANNEX

Annex 3: Key Business Lines Real Estate Services (cont’d)Controlling and Reporting Services• Property condition and status

Floor Space Management• Active planning, preparation and management of all letting

Facility Management• Technical building services• General inspection of

Annex 3: Key Business Lines Real Estate Services (cont d)

Property condition and status reports

• Location development reports• Maintenance measures reports

g gactivities

• Letting handovers and returns• Floor space optimization• Development of property

pproperties

• Energy management• Minor maintenance and repair workreports

• Letting status updates• Cash flow planning and projections

• Outstanding items lists

p p p yinvestment strategies

• Qualitative and quantitative portfolio analyses

• Optimization of the tenancy

p• Janitorial services• Supply and waste management

• Landscaping and gardeningOutstanding items lists • Legal issues reports• Information on discussions with tenants

• Complaints management

Optimization of the tenancy situation and general tenancy management

• Reduce occupancy costs and manage occupant density

Landscaping and gardening services

• Front desk and security services

• Cleaning servicesComplaints management • Overview of insurance matters and losses

• Ongoing general issues

manage occupant density• Identify, analyse and reduce vacancies and develop customised leasing strategies

• Support with the buying and

Cleaning services• Conference room catering


Support with the buying and selling process

ANNEX

A 4 K B i Li P i t Cli t S iAnnex 4: Key Business Lines Private Clients Services

Estate Planning• Various estate planning solutions • Formation of trust, foundation or private investment company • Management and administration servicesto 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• Registration of assets in favourable jurisdictions


ANNEX

Annex 5: Key Business Lines Intellectual Property ServicesAnnex 5: Key Business Lines Intellectual Property Services

IP Assets Management• Domain Names, New TLDs, TrademarksDomain 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 AdministrationIP Company Administration• IP Company creation in Luxembourg• Administration of IP companies• IP qualified directors• IP qualified (part time) employees• IP qualified (part‐time) employees


ANNEX

Annex 6: Orangefield Services SubstanceAnnex 6: Orangefield Services Substance

Independent Director Services (IDS)• Provide experienced, knowledgeable i d d t di t ith ti l f

Customized Office Package – Business Center• Short to mid term office lease at various l tiindependent directors, with a particular focus

on alternative investment funds, SPVs and property companies

• Essential Duties and ResponsibilitiesA di B d M i

locations.• Dedicated Business Centre in Luxembourg‐city (separate from the Orangefield office) with fully equipped offices, meeting rooms, reception

i d IT• Attending Board Meetings• Reviewing Board minutes• Reviewing transactions and financial statements of the company

h h h ld h h

services and IT support • Fully or partly furnished. • Registration and set up dedicated phone and fax line.

d d• Assisting the shareholder with the organization of the company

Employment Services• Provision of qualified part time employees to

k h l ll

• Registering internet domain names and setting up email accounts.

• Arranging office and corporate stationary • Automatic redirecting e‐mail and telephone.

work on the client company pay roll.• Appointment and dismissal guaranteed without HR and labor issues for our clients.


| SERVICES

Annex 6: Orangefield Services Independent Director Services

ANNEX

Annex 6: Orangefield Services Independent Director ServicesOrangefield Independent Director Services• Our experienced professionals provide director services on a highly discretionary basis to a range of entities with a particular focus on

Essential Duties and Responsibilities• Act as Director or Manager or member of the Supervisory Board of the company.

• Attending Board Meetings reviewing Boardrange 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

• Attending Board Meetings, reviewing Board minutes, and, if necessary amend.

• Reviewing transactions and financial statements of the company.

• Reviewing and execute promptly any documentand 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 email access meaning that our principals are

• 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 anyemail 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 i d d t di t d b

role in the Annual General Meeting and any Extraordinary General Meetings of shareholders of the company.

• Assisting the shareholder with the organization f th b i i th A ti l f• All our independent directors are covered by

professional indemnity (PI) insurance of the company, by reviewing the Articles of Association, ensuring the timely execution of related documents and meetings.


ANNEX

Annex 7: Orangefield Services Digital OfficeAnnex 7: Orangefield Services Digital Office

Digital Office & Compliance Monitoring• Virtual data room specifically designed for the

f C l l d i

• Accessible on a worldwide basis 24/7• Download functionality in PDF formath // fi ld /di i l ffistorage of Corporate legal documentation:

• Financial reporting• Local tax records• Board reporting

• http://www.orangefield.com/digitaloffice

• 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


ANNEX

Annex 8: Orangefield Services KYC RequirementsAnnex 8: Orangefield Services KYC RequirementsKYC 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:g q , g• 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 card of all external directors co‐managing with Luxembourg directors,py p p g g g• 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.


Documents

LUXEMBOURG Presentation: 2014, China...New York • Dallas • Toronto • Hong Kong • Shanghai • Singapore • Johannesburg • Mauritius • Aruba • Curaçao • British Virgin