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Links with


Why Jersey is at the forefront of banking, wealth management and corporate services

The appeal of using Jersey structures for real estate investment in the UK and beyond

Jersey’s crucial role in London Stock Exchange markets and IPOs for Chinese companies

The rise of the renminbi and the launch of the new Shanghai Free Trade Zone

Welcome to Links with China Jersey has been a leading international finance centre for more than 50 years. At the forefront of global banking, wealth management and corporate services, it has developed an offering that balances product innovation alongside high standards of regulation, world class legislation and in depth expertise from a range of experienced practitioners. The following articles explore the ingredients that have given Jersey this competitive edge and examine the benefits to intermediaries and their clients of working in partnership with practitioners in Jersey.

Geoff Cook Chief Executive, Jersey Finance

Links with China is published by Jersey Finance. The publication highlights how businesses in Jersey and Greater China can work together in support of the strategic objectives of clients both in, and with links to, the region. It complements other publications in our ‘Links with’ series on Russia, the GCC and India. If you are interested in contributing to our ‘Links with’ series, please contact: Lucy Braithwaite T: +44 (0)1534 836009 E:


02 04 06

Jersey’s attraction

A growing friendship Gateway to London and beyond

18 20

Private equity for Chinese investors Private equity deals and Jersey’s appeal

Contents 08 10

Solutions for personal and family wealth Investing in history

12 14 16

IPOs for Chinese companies Jersey’s impressive credentials Jersey for strong corporate governance

22 24


UK property assets The new Shanghai Free Trade Zone

The rise of the renminbi


Attraction A leading International Finance Centre (IFC) for many decades, Jersey has successfully combined an attractive but robust regulatory environment with products that are tailored to suit the needs of international investors based in fast growing economies such as China.

International recognition

Skilled workforce

Ranked as the highest rated offshore jurisdiction in the Global Financial Centres Index, which tracks the competitiveness of the IFCs, Jersey remains one of the most highly regulated locations. The quality of its regulatory environment and its co-operative role in information exchange has also been endorsed consistently, through assessments by global bodies such as the IMF and OECD. Jersey is a long standing supporter of the OECD Information Exchange programme and in 2013 signed tax information exchange agreements with both the United Kingdom and the United States, further strengthening its position as one of the most modern, reputable and innovative IFCs.

Within this favourable commercial environment are represented some of the world’s leading finance institutions, trust companies, professional services and offshore law firms, adding to the stature of the jurisdiction. The workforce is substantial and highly qualified including, for example, the largest branch of the Society of Trust & Estate Practitioners (STEP) in the world.

Relationship with UK Jersey’s appeal is enhanced by its proximity to European markets and especially by its close, symbiotic relationship with the UK and the City of London. It retains strong ties with major banks, finance houses, law firms and professional services firms in the City and is a conduit for nearly US$828bn1 of foreign investment in the UK, comprising 5% of the entire stock of foreign owned assets.


Legislative framework Jersey has a unique constitutional relationship with the UK. It is independent with it’s own government responsible for legislation, economic policy and fiscal matters. Through this independence, it offers a tax neutral platform and has more flexibility to adopt or supplement regulatory standards and thus offer clients a wider choice of investment options. The legislation includes the company, trust and foundation vehicles which provide High Net Worth individuals and their families with the efficient vehicles necessary for their wealth planning requirements. Indeed Jersey is at the forefront of the wealth management industry. It implemented the 1984 trust legislation which, whilst evolving to meet the needs of wealthy individuals and entrepreneurs in the 21st century, has been the

Figures from ‘Jersey’s Value to Britain’ report from Capital Economics (2013), converted from GBP to USD in March 2014


Alongside the jurisdiction’s growing presence in the region, the Jersey authorities have shown their commitment to China through a series of visits, led by senior ministers and chief regulators. In turn, Chinese delegations have been welcomed to Jersey




blueprint for trust legislation in many other locations. Added to this, the increasing need for cross border corporate services demanded by financial institutions, corporations and other institutional investors is also extremely well catered for by Jersey’s legislature.

Gateway to Europe Building on the appeal of its legislation and its relationship with the City, Jersey has become a gateway for corporate investment into Europe. It possesses the tax efficient entities to enable businesses to expand internationally and access capital on foreign exchanges. Equally Jersey has investment vehicles for the infrastructure projects it undertakes at home and in expanding new markets. As a reflection of its role in capital markets, more than 80 Jersey companies are listed on exchanges worldwide, with a combined market capitalisation of more than US$248bn2. Jersey is also an ‘approved jurisdiction’ for the purposes of listing on the Hong Kong Stock Exchange and a number of other international bourses.

Global banking Supporting this range of financial services activity and the backbone of its finance industry is the US$248bn3 in banking funds deposited in Jersey. The funds are held by a

cross section of leading international banking groups from North America, Continental Europe, South Africa and the Gulf, as well as from the UK. It is estimated that at least 18% of that total is attracted from markets in the Middle and Far East. One of the Jersey based banking groups, HSBC, became the first in Jersey to offer RMB deposit and exchange following the internationalisation of RMB, an example of the evolving nature of Jersey’s finance industry.

Increasing presence in China For some years Jersey Finance, the representative arm of the finance industry, has manned an office in Hong Kong to highlight Jersey’s role as an IFC and the range of financial services available to investors. The establishment of a Jersey Finance ‘launchpad’ in Shanghai is also underway in conjunction with the China-Britain Business Council (CBBC). Alongside the jurisdiction’s growing presence in the region, the Jersey authorities have shown their commitment to China through a series of visits to a number of key cities, led by senior ministers and chief regulators. In turn, visiting Chinese delegations have been welcomed to Jersey. During these visits, the Jersey representatives have been able to generate greater understanding of the role the IFC plays in the flow of global capital and to learn more the needs of the Chinese business community. ■



A Growing Friendship The relationship between China and Jersey has strengthened in recent years as political, regulatory, commercial and community links have become established. The first significant diplomatic engagement took place in 2009 with the visit to Jersey of the Chinese Ambassador to the UK, Madam Fu Ying. Two years later, business and trade links developed during Jersey’s first official delegation to China, which not only supported the work of Jersey Finance in China but also promoted links in agriculture, tourism and IT.

I regard this as an important relationship for the Island... Engaging with China is a long term commitment Jersey’s Chief Minister, Senator Ian Gorst


Top Jersey students visit China in 2013 Middle Chinese Ambassador to the UK, Madam Fu Ying, in Jersey in 2009 Bottom A student from Ba Yi High School, Beijing, with a new friend at Hautlieu School

Jersey’s second delegation to China, in July 2013, reinforced the work of previous visits with engagements in Beijing, Shanghai, Hangzhou and Hong Kong. The Chief Minister, Senator Ian Gorst, led a delegation that included the Minister for External Relations, Senator Sir Philip Bailhache, in meetings with Chinese politicians, government officials and business leaders. More recently, in April 2014, the Chief Minister led a smaller delegation to Beijing and Shanghai to build on previous work and to strengthen regulatory ties with China. Senator Gorst said: “The welcome that we received from our hosts was very positive, and the visit was a great opportunity to raise awareness of Jersey’s expertise and high-quality services, and to present a vision of how commercial relations could be developed. “I regard this as an important relationship for the Island. China is a formidable economic presence in the world and it is natural for Jersey to want to develop links with such a dynamic and important economy.” A significant factor in Jersey’s growing commercial relationship with China has been the Island’s excellent regulatory framework. Jersey and China have signed a Tax Information Exchange Agreement and, during the Chief Minister’s visit in 2013, a Double Taxation Agreement with Hong Kong SAR was ratified.

Financial services are just one aspect of Jersey’s relationship with China. In November 2013, representatives from Hangzhou, a centre for technology which has granted Jersey friendship status, visited the Island to explore business and trade opportunities. A further development has seen Jersey Dairy exporting their products to Hong Kong with the aim of accessing the main Chinese market in the near future. An additional priority for the Island’s government is to encourage more Chinese tourists to visit the Island. Community and cultural links are also important parts of Jersey’s relationship with China, exemplified in 2011 when Hautlieu School in Jersey was officially twinned with Ba Yi High School in Beijing. In 2013, Jersey pupils travelled to Beijing and a year later the hospitality was reciprocated when more than 100 pupils and staff from Ba Yi visited Jersey. Senator Gorst commented: “The links between the two schools are helping to develop trust, friendship and understanding. Today’s students will be tomorrow’s main players in Jersey-Chinese relations. Engaging with China is a long term commitment.” ■

“The foundations of Jersey’s finance industry are very well established,” Senator Gorst said. “Our stability as a well-governed and properly regulated international finance centre will be attractive to Chinese businesses. Our financial services industry is well placed to provide the expertise that Asia requires. Further engagements will take place at Ministerial and official level to ensure that China continues to be aware of the benefits of building on its relationship with Jersey.”

Jersey’s official delegation to China in 2013 met with Chinese politic ians, government officials and busine ss leaders





Despite the challenging times faced by all major financial centres, the partnership between the City of London and Jersey continues to flourish

Jersey is ideally positioned as a gateway to investment into London and wider European markets. Its long standing commercial relationship with the City of London continues to be valuable to financial institutions and investors in China and other fast growing regions of the world. When the Late Lord Mayor of London, Roger Gifford, made a formal visit to Jersey during his term in office in 2013, he described Jersey’s financial services industry as ‘a fantastic adjunct’ to the UK economy. Later quoted in the London Financial Times, he explained: ‘They gather funds in a tax efficient way and send them onto London. That’s a great advantage to the UK.’



Strong partnership with the UK


Jersey Finance recently commissioned an independent and detailed study to analyse Jersey’s relationship with the UK.1 The project was undertaken by Capital Economics, a leading macro-economic research firm. The findings demonstrated the truly international nature of Jersey’s finance industry, with global capital flowing to the UK from some of the largest and fastest growing markets in the world:

Jersey is a key conduit for international wealth and its banking contribution is particularly impressive, perhaps unsurprising given the long term nature of Jersey’s relationship with the City of London. The relationship between banks in London and their long established operations in Jersey ensures that billions are ‘upstreamed’ into London and the capital markets. Jersey’s banking model is a diversified one. It does not rely on wholesale funding and is inherently stable, attracting capital from around the world. Its security and strength is complemented further by subscribing to the Basel standards and it holds an average core capital ratio across the banking sector of 14.8%, some 50% higher than the required international standard.




75% £1 IN EVERY £20













SEY £9


ports an estimated bs and adds £9 billion dom economy.




nnelled from Jersey nting 1.5% of the ole UK banking system.

Undoubtedly many in the Chinese investment community have already appreciated the synergy between Jersey and the City of London. By the end of 2013, about one third of Chinese companies listed on London’s Alternative Investment Market (AIM) were incorporated in Jersey. Some of the companies listing have a relatively high profile in China and include Naibu, the sportswear brand, Chinese Camkids Group, a leading provider of outdoor clothing and footwear, and Auhua Clean Energy plc, an environment technology group.

Increasing trade with China Bilateral trade volumes between China and the UK increased by 7.5% in the first ten months of 2013 compared to the previous year, and the evidence suggests that commerce between China and the UK is set to accelerate. UK Prime Minister David Cameron, who visited China with a trade delegation in 2013, has launched a number of measures to boost trade. These include a new UK China initiative to help developing African nations improve their trade performance, together with other agreements to promote investment and growth in Africa and help in the fight against poverty. Jersey has long term commercial links with many African nations and, once again, is in a position to facilitate corporate activity in Africa through its range of tax efficient investment vehicles. A number of mining companies investing in Africa have used Jersey company structures prior to listing for example. It is evident that despite the challenging times faced by all major financial centres, the partnership between the City of London and Jersey continues to flourish. Jersey is frequently part of the same transaction chain, client relationship and conduit process as the City itself. It is an important cog in the wheel that frees up mobile international capital for investment purposes, so vital to the operation of free markets and to the global financial system. ■



‘Jersey’s Value to Britain’ report is online at







Iain Johns, Group Head of Private Client Services at JTC Group, discusses how Jersey leads the way in the delivery of private client services and more complex structures involving trusts, companies, limited partnerships and foundations for international families. China is a growth market for Jersey, as it has the 4th largest population of High Net-Worth Individuals (HNWI) globally after USA, Japan and Germany.1 In 2012, China’s HNWI population increased by 14.3%, to reach 643,000, and HNWI wealth grew by 15.6% to US$3.13tn. It is important to recognise that the region has particular wealth management needs. According to The Asia Pacific Wealth Report 2013 from Cap Gemini & RBC Wealth Management, HNWIs in China have the highest need for advice on family wealth (56.5%) versus 21.1% seeking advice on personal wealth. This figure rises proportionately to size of their wealth – 64% of HNWIs in the wealth band of US$10m to US$20m prefer advice on family wealth. This is because, unlike in developed markets, the majority of Asian HNWIs are still first-generation wealthy. They have made their fortune from their own business, for example entrepreneurs in China represent over 40% of total HNWIs, with 5% being ultra-HNW (the highest among all HNW profiles).2






Wealth Management










China has the 4th largest population of HNWIs globally after USA, Japan and Germany In 2012 China’s HNWI population increased by 14.3%, to reach

643,000 HNWI wealth grew by 15.6% to

US$3.13tn HNWI Portfolios Real Estate Fixed Income Alt. Investments Cash/Deposits Equities

Complex requirements In our experience, professional wealth advisors to Chinese HNWIs are managing larger and more complex relationships due to the higher rates of business ownership in China, as well as a growing acceptance of family wealth and succession planning. This is also recognised by Cap Gemini which reported that compared to HNWIs in the rest of the world, those in Asia-Pacific (excluding Japan) said their wealth management requirements were more complicated. This indicates a need for more robust services, potentially including family offices and estate planning, although these are emerging requirements in this HNWI population. Chinese HNWI portfolios reflected the trend in the report, being allocated to cash/deposits and equities in equal measure (22.5%). The balance of the HNWI portfolios were spread across real estate (19.9%), fixed income (19.6%) and alternative investments (15.5%).3

Trusts and foundations Trusts have been the bedrock of Jersey’s finance industry since the 1960s and became an even more significant vehicle once the Jersey Trust Law became a part of Jersey legislation in 1984. Since that time, as well as serving as a blueprint for trust legislation in other jurisdictions, the Jersey law has been modified and continues to evolve to remain relevant to the modern international investor. A popular vehicle for investors has been the Private Discretionary Trust in which the trustee has largely unfettered discretion to exercise his or her own judgment as to the timing, manner and amount by which beneficiaries of the trust might benefit from trust assets. It is particularly useful when, at the time of its formation, the needs of the individual beneficiary or group of beneficiaries cannot be predicted.

Discretionary Trusts are one of a range of trust vehicles that are commonly used for wealth management strategies, each designed to suit individual circumstances. Several others, including Fixed Interest, Purpose and Reserved Power Trusts, can also be called upon. Trust selection on behalf of HNWIs will depend upon the circumstances of the settlor and the manner in which it is intended to benefit the beneficiaries. Investors have alternative structures they can consider, most notably foundations. A foundation has the characteristics of both a trust and a company and has civil law recognition as a separate legal personality. It therefore has wider appeal in civil law jurisdictions.

Private Trust Companies The Jersey Private Trust Company (PTC) is an example of a vehicle that has been promoted in the region by Jersey Finance and by firms who actively market themselves in the location. A PTC is owned either by a Jersey Foundation or a Jersey Purpose Trust. A highly effective vehicle when consolidating the administration of various family trusts, the PTC arrangements significantly increase the family’s influence and, to some extent, control over the destiny of the assets placed in trust for both present and future generations. Importantly, for the wealth management industry, 95.2% of HNWIs in China are confident in their ability to generate wealth over the next 12 months, which is a higher rate of confidence compared to the world average of 79.9%. With over 50 years’ experience, Jersey offers a robust, modern and sophisticated legal framework that has enabled it to support the evolving needs of one of the world’s most important HNWI populations. ■

HNWIs in China have the highest need for advice on family wealth (56.5%) versus 21.1% seeking advice on personal wealth

A view on Jersey: Kensington Trust Group We are an independent trust company with a well-established presence in South East Asia and a network that also extends into Europe and the Caribbean through strategic alliances with selected partners in key international financial centres. Through our strategic alliance with JTC Group, our Hong Kong office has seen the benefits of Jersey as an international finance centre due to the breadth and diversity of the services provided, in particular investment vehicles designed for private clients and high-net-worth individuals. Jersey is also recognised as an important gateway for corporate investment into western markets. The Jersey Finance Hong Kong office has acted as a hub for the development of the Greater China market since 2009 and this investment by the Jersey authorities is recognised in the region as an important link between China and Jersey. Jersey is also well-respected in the region for the quality of its regulatory oversight and the recognition it has earned from global bodies such as the IMF and the OECD.

1 2 3

The World Wealth Report 2013 from Cap Gemini & RBC Wealth Management

McKinsey Global Private Banking Survey 2013, Capturing the New Generation of Clients The Asia Pacific Wealth Report 2013 from Cap Gemini & RBC Wealth Management



Alternative Investments


HISTORY Keith Heddle, Group Investment & Marketing Director, Stanley Gibbons

In Hong Kong and mainland China, there is a dynamic approach to investing, which includes an openness to ‘alternatives’. The rare stamp and rare coin market is thriving, if not booming.

Every rarity that comes onto the market seems to break its previous selling price, which indicates good investment potential 10 JERSEY FINANCE: LINKS WITH CHINA

Stamps and coins, along with other collectibles, are becoming an increasingly popular means of diversifying, protecting and growing wealth. Whilst Chairman Mao banned stamp collecting as being ‘bourgeois’, today the Chinese, with their new wealth and freedoms, are coming back to reclaim their heritage. Additionally, a kind of ‘reverse imperialism’ is being seen, with the increasingly affluent and open-minded Chinese seeking to own genuine, heritage British treasures – like the ‘black diamond’ of stamps, the world’s first and most illustrious stamp, the Penny Black. The increasing desire by the Chinese to own the rarest heritage pieces, coupled with the growing number of Chinese collectors, has seen world records for stamp auctions broken regularly. Every rarity that comes onto the market seems to break its previous selling price, which indicates good investment potential.

The world record for a Chinese stamp at auction currently stands at HK$8,970,000

Price appreciation The Stanley Gibbons China Rare Stamp Index, which tracks the change in prices between November 2006 (when the 7th edition of our China catalogue was published) and April 2012, shows cumulative growth over this period of 207%, equivalent to 20.6% compound annual growth. The world record for a Chinese stamp at auction currently stands at HK$8,970,000. This sum was paid for a corner block of four ‘1968 Mao’s Inscription to Japanese Worker Friends’ stamps from the Cultural Revolution era, by a Hong Kong collector in February 2011. Due to the cultural significance of the colour red and the number eight, the ‘1968 Whole Country is Red 8f’ has proved popular with Chinese clients (Stanley Gibbons China 2012 catalogue £225,000 mint / £100,000 used). The 1897 ‘Red Revenue’ issues are also immensely popular. Without doubt, investors in China and Hong Kong clearly recognise the benefit of holding tangible, non-correlated, heritage assets like rare stamps and rare coins in their portfolio for long term capital growth. Stanley Gibbons, a longestablished, trusted firm and holder of the Royal Warrant for services to philately, with its Head Office in Jersey, is ideally placed to assist. ■

Top 10 reasons clients give for investing in collectibles





To diversify investments, thus reducing exposure to volatile asset classes

To hedge against risk of high inflation (historically, collectibles have performed best in times of high inflation)

The pleasure and enjoyment from owning historical items at the same time as watching a collection grow in value

 he specific desire to own tangible assets at this T time; collectibles offer an alternative to precious





To get a better return on savings (low returns on bank deposits and bonds mean investors must seek other stable and secure investments offering better annual returns to beat inflation)

The historic returns, exceeding 10% per annum on a compound basis over the past 50 years, are very attractive


 he fact that collectibles are portable yet T internationally traded commodities and thus protect against exchange rate risks and reduce dependence on any one geographical market

 he attraction of the supply/demand dynamics in T the collectibles market, with a reducing supply of an already scarce asset at the same time as rising demand

 he attraction of looking for a non-correlating T asset to achieve ‘true diversification’


 rowing wealth and interest in collectibles bodes G well for rising demand and price appreciation in the future



Capital Markets

IPOs for Chinese companies

James Gaudin, Partner, Appleby


In a backdrop of economic reform, domestic demand in China is starting to gather momentum. Chinese companies, raising finance for expansion, are increasingly looking for a tax neutral jurisdiction in which to establish their listing vehicles – and Jersey expertly fits the bill.

A tale of transition?

Key benefits

Although China recently passed the United States as the world’s largest trader of goods (US$4.16tn in 2013), many market commentators are taking the view that China’s decade long investment driven economic boom is cooling. Clearly there is a political will to implement economic reforms that will transform the country from the investment driven economy of the last decade and nurture domestic demand. There is a suggestion that the policy shift has delivered (in the words of Ma Jiantang, Head of National Bureau of Statistics of China) “a good momentum of stable and moderate growth in 2013”. Domestic demand in China is starting to gather momentum. Retail sales, a key indicator of consumer spending, delivered growth of 13.1% in 2013. Apple and Jaguar Land Rover’s recent success in wooing the Chinese retail market has been grabbing the headlines in western economies but domestic Chinese companies are expanding to fill domestic demand and are using the UK equity capital markets to provide the finance.

Jersey is a highly regulated tax neutral jurisdiction. There is no corporation tax, capital gains tax or capital transfer tax. There is no requirement for a Jersey company to make any withholding or deduction on account of Jersey tax in respect of dividend or interest payments.

Jersey for UK equity capital markets Jersey’s unique constitutional position and well established relationship with the City of London have helped generate substantial interest from foreign groups looking for a tax neutral jurisdiction in which to establish a listing vehicle. Of the 36 foreign groups that listed on the London Stock Exchange AIM last year, seven were incorporated in Jersey. Demand from Chinese originators has been particularly strong with five Chinese groups listed on AIM in the last 12 months. With a strong presence in both Hong Kong and Shanghai and good links between the Jersey team and key market intermediaries, Appleby has advised two recently listed Chinese groups, Camkids Group plc and JQW plc, and further IPOs are in the pipeline. What has been striking is the level of international market knowledge and sophistication that domestic Chinese businesses and their key individuals now exhibit. The Chinese business community is becoming increasingly aware of listing requirements and the potential benefits of using a Jersey company as a group listing vehicle, and this is reflected in the strong demand we are seeing from Chinese originators across all sectors. ■

The Chinese business community is becoming increasingly aware of listing requirements and the potential benefits of using a Jersey company as a group listing vehicle

Using a Jersey company as the vehicle for an IPO may enable a foreign trading group to access London’s capital markets without becoming liable to UK tax (UK tax advice should be taken and followed in every case). Mind and management of the company can be based in Jersey. Jersey companies have unlimited capacity. Share capital can be denominated in any currency and issued in any number of classes. No par value shares are also available. A Jersey public holding company is comparable to a UK PLC. Jersey Companies Law is based on similar UK legislation which is familiar to investors around the world - although Jersey law is frequently a simplified version of that which applies in the UK. Jersey’s Companies Law provides a greater degree of flexibility particularly in relation to preemption rights, distributions and repurchases of shares. In addition, the financial assistance rules have been abolished. Treasury shares allow effective management of share capital. Shares in Jersey companies can be traded in uncertificated form and are eligible for admission into the CREST trading system. Three well known CREST enabled share registrars are present in Jersey. Incorporated and Protected Cell Companies are available. Jersey now has the provisions of the UK takeover code enshrined in its legislation. The introduction of cross border merger regulations allows foreign companies to merge with a Jersey company providing potentially significant tax advantages. Located in the Euro time zone, bridging US and Asian markets, Jersey is OECD white listed and was voted No.1 for all (onshore and offshore) jurisdictions in an International Monetary Fund report dealing with multilateral initiatives against money laundering, terrorist financing and tax evasion. There are no foreign exchange controls to limit a Jersey company’s ability to hold foreign funds or securities.

These benefits provide a compelling case for using Jersey and as awareness of this continues to grow in China, so too do the opportunities for Jersey business.



Capital Markets


IMPRESSIVE CREDENTIALS Jersey provides a breadth and depth of services to the corporate sector and is a leading financial centre for listing vehicles. It has 100 registered companies on global stock exchanges, with a total market capitalisation of more than £168bn. Having developed specialist expertise in supporting complex cross border capital markets transactions, structured by the world’s leading investment banks and professional services firms, Jersey plays a key role in providing global companies with a gateway to the City of London capital markets. Other global stock exchanges with Jersey companies listed include Hong Kong, NASDAQ and the New York Stock Exchange.

As at December 2013


JERSEY HOLDING COMPANIES AS LISTING VEHICLES Many multinational firms seeking listings have chosen Jersey. Here are three examples:



Purpose JQW operates a business-to-business e-commerce platform focussed on connecting Chinese buyers with Chinese sellers. This platform is operated through the domain The company specifically targets small and medium-sized domestic businesses, providing them with a range of services and an ability to connect and advertise their products to potential buyers through the Internet.



Purpose Camkids is a leading Chinese designer, manufacturer and distributor of branded outdoor clothing, footwear and equipment for children and teenagers. The net proceeds of the placing and subscription will be used by the Group to: enhance its R&D facilities, branding and marketing; increase its presence in its existing provinces; enter new markets in China and extend its current production facilities.



Purpose Glencore Xstrata is one of the world’s largest global diversified natural resource companies. Glencore’s diversified operations comprise of over 150 mining and metallurgical sites, offshore oil production assets, farms and agricultural facilities. Combining a leading integrated producer and marketer of commodities with a leading portfolio of industrial assets, the company is able to capture value at every stage of the supply chain.

Date of Incorporation

26 July 2013

Stock Exchange

London Stock Exchange

Market AIM Market Capitalisation at February 2014


Advised by

Corporate Partner James Gaudin and team, Appleby

Date of Incorporation

10 August 2012

Stock Exchange

London Stock Exchange

Market AIM Market Capitalisation at February 2014


Advised by

Corporate Partner James Gaudin and team, Appleby

Date of Incorporation

14 March 2011

Stock Exchange

HK and London Stock Exchanges


Hong Kong/London Main Market

Market Capitalisation at February 2014

HK$537,167.92m £40,779.52m

Advised by

Partner Nathan Powell and team, Ogier

*Glencore merged with Xstrata in May 2013 to form Glencore Xstrata



Capital Markets



Robert Ayliffe, Managing Director, Capita Asset Services China is on track to be the world’s largest economy, with growth rates of over 7%. It is a market not to be ignored by Western investors and is one that many want to access. Chinese businesses are increasingly looking to overseas markets and Jersey is becoming a favoured route to London, thanks in no small part to strong corporate governance standards embedded into the finance industry’s infrastructure and the way in which services are delivered to clients. The last five years have seen a catalogue of high profile accounting and corporate governance scandals, where, in particular, concerns have been raised regarding the accuracy of financial statements and the lack of transparency over ownership structures. However, an IPO suspension by the China Securities Regulatory Commission as part of a crackdown was withdrawn at the end of 2013 and now more than 750 Chinese companies are lined up to test investors’ appetites. The London AIM market is very well suited to small and medium sized Chinese enterprises looking to access an international market. Typically, an international company looking to list on the London AIM market does so through the incorporation of an offshore ‘Listco’, a newly formed holding company whose only asset is the underlying business of the home jurisdiction. It is this holding company that issues shares to the public.


There is no doubt that while investor interest in Chinese deals is starting to creep back, reputation, trust and transparency need to be re-established. Investors clearly want exposure to the Chinese market, but they are understandably wary. Similarly, Chinese companies looking to the AIM market realise that reputation needs to be restored and strong corporate governance is of paramount importance. Prior to the financial crisis of 2008, the Listco domiciles of choice for Chinese and Asian businesses were dominated by the Caribbean jurisdictions. However, of the 12 Chinese companies on AIM that listed in 2012 or 2013, over a third are now using Jersey as their Listco jurisdiction, including the latest - JQW, a business providing a B2B e-commerce portal – which listed in November 2013. Jersey’s use as a Listco jurisdiction is growing and at an increasing rate. Reputation and strong corporate governance standards are essential to ensure that a successful listing with the highest possible valuation is achieved and Jersey is increasingly being seen by Chinese businesses as best placed to support this. Its many international endorsements as a high quality offshore jurisdiction and its consistent ranking as the top offshore jurisdiction in the Global Financial Centres Index, which provide independent verification, are key reasons why investors and advisors now prefer to see Jersey as the Listco route. Chinese businesses are looking for capital. Investors were wary but interest is now re-emerging. The integrity, strong regulatory standards and reputation that Jersey enjoys ensures that it is very well placed to bring the two together. ■

Strong corporate governance standards are embedded into the industry’s infrastructure and the way in which services are delivered to clients






Reputation, trust and transparency




(December 2013)









Structuring for Investment


Mirek Gruna, Director of Client Services, TMF Group When Chinese investors start to look abroad for investment opportunities, the options can seem endless. Where should they focus their attention and their money for the best returns? Undoubtedly, Jersey is an incredibly attractive destination for Chinese investors to base their structures. Whilst Australia has been favoured traditionally, with the US and Canada close behind, the geographic portfolio for Chinese investment is diversifying, as the traditional sectors of mining and resources face competition from agribusiness, renewable wind energy and real estate. That’s where Jersey comes in. Officially a British Crown dependency, Jersey’s status as a self-governing parliamentary democracy with its own financial, legal and judicial systems presents opportunities that only a leading offshore financial centre can boast. Jersey should be considered by those Chinese investors looking to invest in assets outside China alongside a non-Chinese investment partner, as well as by those looking for a jurisdiction with light touch fund regulation when there are a small number of sophisticated investors looking to invest jointly.


The geographic portfolio for Chinese investment is diversifying, as the traditional sectors of mining and resources face competition from agribusiness, renewable wind energy and real estate

Investing outside China with a foreign investment partner

Joint investment in a jurisdiction with light touch regulation

The Chinese investor and its non-Chinese counterpart may decide to set up a Jersey management company (ManCo), which in turn would own another Jersey company; the sole purpose of the latter would be to act as a general partner (GPCo) to a Jersey Limited Partnership (JLP). The ManCo would also act as a limited partner of the JLP to provide the funding of the partnership, while the JLP would in turn own the private equity investment either directly or through a holding company.

In order to make it possible for additional investors to join in and still be able to make use of the light touch regulation, a collective investment fund in the form of a limited partnership can be established (‘the Fund’). The JLP will act as the general partner to the Fund whilst any external co-investors will become the limited partners of the Fund. The Fund in turn would own directly or through a holding company the private equity investment.

The investors may regulate their relationship through a shareholders’ agreement, which would normally govern matters such as: initial and any subsequent funding; the investment objective; appointment and dismissal of the investment committee; appointments of the board members at the ManCo and, potentially, at the GPCo level; entering into advisory agreements with third parties; allocation of carried interest between shareholders and so on.

By utilising this option, Chinese investors can achieve effective separation of ownership from control, as they will be able to exercise direct management of the Fund via its ownership of the GPCo that would act as the general partner of the JLP, which in turn will be the general partner of the Fund. ■

Although the JLP can own the underlying investment directly, the decision-making will be carried out by the GPCo. Since the ManCo will be the sole shareholder of the GPCo, the investors can agree that the same decision making rules of the ManCo would also apply to the GPCo. By having a Jersey limited liability company acting as the general partner of the JLP, the unlimited liability of the general partner of the JLP can be mitigated.

The appeal of Jersey Jersey enjoys an excellent reputation as a jurisdiction for international structuring. Its political stability and light-touch fund regulation has made it a leading offshore financial centre. Jersey based investment structures are tax-efficient and secure, and the jurisdiction is being used increasingly for vehicles for investing in fast-developing economies.



Structuring for Investment

Private Equity Deals

and Jersey’s appeal

Brendan McMahon, Partner, PricewaterhouseCoopers CI LLP Bowen Qian, Manager, PricewaterhouseCoopers CI LLP (on secondment from Asia) Jersey offers private equity managers raising China funds a model that delivers high-quality fiduciary standards and flexible post-AIFMD regulation. Looking back over the five years since the financial crisis, China has become an increasingly popular destination for private equity investing. What’s more, private equity and venture capital funds have emerged as an important source of capital for the liquidity-starved private sector of the economy. China has been the single largest private equity investment destination in Asia in recent years, comprising more than 40% of the Asian private equity deal values in 2011 and 2012, and the deal values reached a record high in 2013 growing by 28% to US$260bn, according to PwC analysis from ThomsonReuter and ChinaVenture. Fund raising for China-focused funds has been more resilient than fund raising for other geographical areas, reflecting the investment potential associated with the country’s rapid economic growth.


China has been the single largest private equity investment destination in Asia in recent years, comprising more than 40% of the Asian private equity deal values in 2011 and 2012, and the deal values reached a record high in 2013 growing by 28% to US$260bn

As yet, relatively few European private equity advisers, or General Partners (GPs), have launched dedicated China, or even Asia, funds. When they do, we anticipate that they will want to look to international finance centres such as Jersey as high-quality bases for their funds. Not only is Jersey well-placed for marketing to European investors under the new AIFMD regime, but its infrastructure of reputable service providers helps to underpin the fiduciary relationship between GPs and their investors, or Limited Partners (LPs). We have recent evidence that supports this point of view: a well known European based adviser has chosen to locate its Asia funds in Jersey. That adviser has raised an aggregate of US$10bn for investment in Asia, with a significant amount invested in China.

Robust fiduciary environment As one of the world’s leading specialist international financial centres, Jersey offers a domicile with significant substance that reassures private LPs, ultimately comforting investors and aiding fund raising. Anticipating the changing regulatory and tax environment, the jurisdiction is continually evolving its infrastructure of administration and oversight activities. So not only are many of the leading accountants, lawyers and administrators present, but also there’s a growing pool of skilled financial staff. Advisers with global investing mandates have moved senior investment and risk professionals to Jersey, as they continue to demonstrate confidence in the island as the location of choice to build the governance and decision making substance of their organisations. When combined, these external and internal resources provide effective controls, checking and auditing funds’ books and records, making sure that all is as it should be. What’s more, Jersey’s proximity to the UK and other European countries, as well as the number of experienced senior financial professionals living on the island, bolsters the functioning of GP boards. Increasingly, institutional investors look to these boards to protect their interests. For funds operating in China, the oversight of strong, competent fund boards is essential.

Post-AIFMD flexibility Jersey’s competitive position versus other financial centres has been further improved by its creation of a ‘futureproof’ regulatory model. With the AIFMD’s transitional phase coming to an end this summer, Jersey funds can market into the EU through national private placement regimes, where they’re available, and with a belief, from 2015, through an EU-wide passport route, in full compliance with AIFMD. At the same time, Jersey based funds can target investors in the rest of the world, without inappropriate AIFMD costs. What this flexibility means is that advisers can base all their funds in Jersey, for marketing both to Europe and the rest of the world. Onshore EU locations might not be able to offer both options – and nor will all international financial centres. For GPs seeking to raise money for China funds from both European and non-European investors, few fund centres can offer Jersey’s flexibility while providing the appropriate governance and oversight protecting institutional investor interests. The fiscally transparent and tax neutral investment structures have been utilised and managed by the private equity industry in Jersey since the early 1980s, no other European domicile can demonstrate such a credible track record. At a time when China’s private equity industry is maturing, advisers might choose to enter the market in greater numbers. If so, Jersey’s robust fiduciary environment and future-proof regulatory framework make it a highly attractive location for a future generation of China funds. ■

For GPs seeking to raise money for China funds from both European and non-European investors, few fund centres can offer Jersey’s flexibility while providing the appropriate governance and oversight



Structuring for Investment

UK PROPERTY ASSETS Leon Santos, Group Partner, Collas Crill Singapore ‘China’s Richest Man thinks London Property is Cheap’, reported Forbes Asia in late 2013. Wang Jianlin, Chairman of Dalian Wanda Group, had secured a site on London’s South Bank with plans to build a luxury Wanda Hotel and apartment complex. Compared with land prices in cities like Shanghai, he may be right. This is just one story relating to a raft of investment by Chinese state-owned enterprises, private businesses and individuals in real property around the globe, in particular in the UK and Europe.

Chinese buyers accounted for a staggering 27% of purchases of new homes in London in 2012


Jersey is the location of choice for many real estate structures and funds investing in the UK. It has a strong reputation for efficient asset holding structures, particularly given its ties with the banking and business community in London. We asked Peter Young and Hamish Pound of IP Global, a specialist real estate investment firm and a client of Collas Crill, about some of the trends in investment activity in the UK property sector. Founded in 2005, the IP Global Group has invested in excess of US$1bn on behalf of its clients.

What are the mindsets and goals of Chinese investors? Not all UK property purchases by the Chinese are for investment purposes. 60% of them are thought to be for investment purposes and the remaining 40% for personal residence. The personal residence often serves as a home for the child when the child attends a UK university. Whether for investment or personal use, location is key. As more Chinese students attend UK universities, the scope of Chinese purchases is broadening and other university cities such as Manchester, Edinburgh and Oxford are attracting foreign investors.

What are the commercial drivers for investment in UK property assets? The single biggest investment driver in the UK is the current imbalance between supply and demand. The development pipeline is not forecast to keep pace with the growth in the number of households. In the fourth quarter of 2013, the Royal Institute of Chartered Surveyors released findings that the number of surveyors reporting house prices lifting across the country was at an 11 year high. 2013 was a significant year for the UK property market as it marked a shift from falling property prices in areas outside of London, to rising property prices as demand strengthened. The UK, and in particular London, has emerged from the recession maintaining its position as a world leading education and financial centre. We believe that the UK outside London is certainly where much of the value exists and each of these cities has its unique aspects and sector drivers. Cities outside London, such as Manchester, Cambridge, Edinburgh, Oxford and Aberdeen, are all attracting a new wave of investment as limited supply and strong demand, particularly from foreign investment, start to increase prices. ■

Are there particular property market segments which are most appealing to Chinese investors?

Cities outside London, such as Manchester, Cambridge, Edinburgh, Oxford and Aberdeen, are all attracting a new wave of investment as limited supply and strong demand, particularly from foreign investment, start to increase prices

Chinese investors are particularly attracted to established real estate markets such as London, New York and Sydney, and to off-plan new build residential products. According to Savills, Chinese buyers accounted for a staggering 27% of purchases of new homes in London in 2012.

The advantages of choosing Jersey to structure UK property assets are clear: ■

Tax neutrality

UK tax benefits can be enjoyed with appropriately designed structures

Professional advisers with deep expertise of asset holdings structures, particularly with UK tax reporting requirements

A number of Jersey firms are also based in China, Hong Kong and Singapore ■

High standards of client service and confidentiality ■

Jersey is less than an hour’s flight from London






Kristy Calvert, Managing Director, Ogier, Shanghai and Nathan Powell, Partner, Ogier, Hong Kong A recent spike in property prices in the Pudong New District of Shanghai is the result of the much anticipated new Shanghai Free Trade Zone (FTZ). The FTZ spans 28.78 square kilometers and is integrated by four existing bonded zones — Waigaoqiao Free Trade Zone, Waigaoqiao Free Trade Logistics Park, Yangshan Free Trade Port Area and Pudong Airport Comprehensive Free Trade Zone.




The establishment of the FTZ has shown that the Chinese government has a positive attitude in terms of the further opening up of the market and it has created a more favorable environment for investment and trade.

Government approval for the establishment of Foreign-Invested Enterprises (FIE) is no longer required Certain legal barriers for foreign investment have been eased. All three types of FIEs (Sino-foreign equity joint venture enterprises, Sino-foreign cooperative joint venture enterprises and wholly foreign-owned enterprises) are no longer subject to government approval for establishment. This used to be a time-consuming and complicated process and the procedure has now been replaced by a record-filing mechanism by the Shanghai local authorities. According to Mr. Dai Haibo, Vice Secretary General of the Shanghai Municipal Government, an enterprise may be established within four days, compared with at least 29 days under the original approval mechanism.

The pre-establishment phase for foreign investors has been streamlined During the pre-establishment phase, foreign investors will now be treated in the same way as Chinese companies. They are able to set up an enterprise through a simple registration system with the relevant authority, as opposed to the previous need to obtain prior government approval, provided they do not operate in a sector listed on the ‘negative list’. The ‘negative list’ sets out what foreign investors are not permitted to do in the FTZ, for example in the country’s tightly-controlled cultural, sports and entertainment industries.

Other preferential policies and current trends Other policy initiatives have been introduced, for example: convertible RMB capital accounts; the removal of certain market access restrictions in financial services, shipping, commerce and trade services, professional services, cultural services, social services; the facilitation of customs supervision and favorable tax policies and interest rate liberalisation. The FTZ will certainly play a key role in China’s new round of economic reforms and looking ahead, we await further detailed implementing measures.

The establishment of the FTZ has shown that the Chinese government has a positive attitude in terms of the further opening up the market and it has created a more favorable environment for investment and trade

Jersey has been providing offshore structuring services to China for over 20 years. Jersey’s success as a leading International Finance Centre is based on its stable political and economic conditions, flexible laws and highly respected court system. Jersey offers an internationally recognised offshore platform for foreign investors investing into the region. The liberalisation of foreign investment policies in the FTZ further opens up channels for offshore companies to set up Chinese subsidiaries, including those in previously restricted sectors. For example, qualified foreign financial institutions may now set up wholly foreign-owned banks and Sino-foreign equity joint venture banks with eligible Chinese private capital. Jersey is also commonly used to provide investment vehicles for aircraft financing, ship financing and education services. The FTZ has removed the minimum registered capital requirement for a single ship or aircraft company in financial leasing, the limitations on foreign participation in ocean transportation have been relaxed and the establishment of Sino-foreign cooperative joint venture education and training institutions are now permitted. For Chinese outbound investments, the FTZ encourages special purpose vehicles to be established and qualified investors are also encouraged to set up outbound equity investment funds. Jersey is well positioned in this regard, given the recent signing of a Memorandum of Understanding between China and Jersey and a Double Tax Agreement with Hong Kong. For decades, Jersey has been one of the most popular offshore jurisdictions used for:


OUTBOUND INVESTMENT FLOWS including property investment and infrastructure


WEALTH MANAGEMENT including foundations and private trust companies


The FTZ represents a significant opportunity for trade and investment. Jersey and its offshore structures have a key role to play in facilitating trade and investment efficiently and in accordance with international standards. ■



Offshore Renminbi


Rise of the

Renminbi Lauren Inggs, Technical Manager, Jersey Finance

The renminbi (RMB) is already an important global trading currency and is set to become a top-three global trading currency by 2015, before becoming fully convertible in 2017. There are many opportunities for Jersey in terms of RMB development. Indeed the first package of renminbi products was launched recently by the Jersey-based offshore banking arm of HSBC. As the world’s second largest economy and the most popular destination for direct investment, China is seeking to match its global economic status by internationalising its currency. September 2013 saw the launch of the Shanghai Free Trade Zone (FTZ). The establishment of the FTZ is a significant move for China to conform to new trends in the global economy and trade. Whilst further developments are awaited, eighteen sectors, ranging from finance to shipping, will have regulations loosened in the FTZ. The China Third Plenum was held in November 2013 where the economic and political agenda for the next decade was discussed. A plan, known as the ‘383 plan’, calls on leaders to liberalise the market, encourage innovation and competition, and increase government transparency. The coming years should therefore be exciting in terms of RMB liberalisation.



Private equity

The opportunities for Jersey in respect of RMB development range from funds to bond issuances.

Eligible offshore fund managers will need to establish an onshore entity such as a foreign invested equity investment enterprise (FIEIE) to raise capital locally. FIEIEs (also known as qualified foreign limited partnerships) are allowed to invest in non-listed enterprises in China.

Deposits in RMB The majority of offshore RMB is held in the form of deposits. HSBC, which is the largest foreign bank in China and has been established there since 1865, is currently the sole RMB deposit taking institution in Jersey. The types of RMB banking products available are aimed at multinationals who conduct trade settlement in RMB.

RMB bond issuance To date, RMB Bonds have been issued by governments, enterprises and financial institutions. Investors are wide ranging and include banks, fund managers and insurance companies. A number of RMB bonds have been listed on the London Stock Exchange and other international exchanges.

Offshore RMB funds investing in China Mechanisms to invest in China’s domestic markets are as follows:

QFII / RQFII Scheme Launched in 2002, the Qualified Foreign Institutional Investor Scheme (QFII) involves the conversion of foreign currency into RMB to invest in China’s domestic securities market.

Under the scheme, it is possible to invest in stocks, bonds and warrants traded or transferred on the Shanghai and Shenzhen Securities Exchanges, fixed income products traded in the interbank bond market, securities investment funds, stock index futures and other financial instruments approved by the China Securities Regulatory Commission (CSRC). The RMB Qualified Foreign Institutional Investor Scheme (RQFII), launched in 2011, allows the use of RMB for direct investment in mainland China’s securities markets. Investments include all major categories of instrument and there are no restrictions on asset allocation.

Requirements for fund managers include having a prescribed amount of assets under management and the appropriate experience, governance and capitalisation.

Foreign asset managers seeking Chinese capital An Overseas Investment Fund Enterprise allows internationally recognised fund managers (subject to various onshore regulatory approvals) to establish Shanghai registered investment funds to raise capital locally for investment in offshore secondary markets.

The Qualified Domestic Institutional Investor scheme (QDII) enables domestic institutional investors to invest in offshore markets. QDIIs include commercial banks, trust companies, fund manager/securities companies and insurance companies.

Foreign hedge funds are also permitted to tap domestic assets and invest them overseas once they have obtained a licence under QDII. Proposals are also underway to develop a Renminbi Qualified Domestic Institutional Investor scheme (RQDII).

Memorandum of Understanding A Memorandum of Understanding (MoU) between the Jersey Financial Services Commission and the CSRC was signed in April 2014. The execution of the MoU will assist in opening up channels for Jersey in respect of China inbound and outbound investment. The establishment of a Jersey Finance ‘launchpad’ in Shanghai is also underway in conjunction with the China-Britain Business Council (CBBC). ■

Links with London Given Jersey’s strong relationship with, and proximity to, London, it is important to be mindful of the significant developments that have recently taken place in London.

In June 2013, the Bank of England agreed a reciprocal three year Sterling/RMB currency swap line, up to a maximum value of RMB200bn. October 2013 saw the extension of the RQFII scheme to London. In March 2014, the Bank of England and the People’s Bank of China agreed a Memorandum of Understanding to enable the clearing and settlement of Yuan transactions in London.

In January 2014: Ashmore Group became the first group outside Hong 

Kong to be granted a licence to invest directly in China’s bond market and domestic equity market (which is quoted in RMB and known as the A-share market).

Hong Kong-based CSOP Asset Management (subsidiary  of China Southern Fund Management Co. Ltd) and London-based Source launched an RQFII Exchange Traded Fund listed in London.

Such developments underline the UK’s position as the Western centre for offshore RMB and the many opportunities for Jersey thanks to its highly competitive offering in the asset management space and its reputation as an investment centre of excellence.



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Jersey Links with China  
Jersey Links with China