THE NEW WORLD; HOW TO DO BUSINESS EFFECTIVELY

1. THE NEW WORLD; HOW TO DO BUSINESS EFFECTIVELY Mandarin Oriental Hotel du Rhône 19.09.07

2. Programme • 14.30 Registration & Coffee • 15.00 Up-date from Intrust Group & its partners Caroline Bennett Director Business Development • 15.15 China – Investment Structures Jack Flader GCSL Limited • 15.45 Indo – Swiss – EU A growing partnership Vijay Goel Singhania & Co, Solicitors & Indian Advocates • 16.15 Coffee Break • 16.30 Russia – Pitfalls to avoid when doing business with Russia Alexander Alexeev GSL Law & Consulting • 17.00 Comparative Analysis Cristiano Medori, The Benedict Partnership, LLP • 17.20 Closing Remarks Caroline Bennett Director Business Development • 17.30 Cocktail

3. Latest news & developments from the Intrust Group and its partners • Benedict Intrust (Ireland) Limited • inWEALTH TRUST sarl • Cyp Intrust Limited • Insail Services - Aircraft Services • Benedict Partnership LLP - VAT Consultancy • Western Mideast • Global PTE Limited • GCSL

4. China Investment Structures OVERVIEW China Investment Structures A Practical Discussion Jack W. Flader, Jr.CEO & Group Managing DirectorThe GCSL Group of Companies Jack W. Flader, Jr.CEO & Group Managing DirectorThe GCSL Group of Companies Global Consultants and Services Limited 2007 www.gcsl.info

5. China Investment Structures OVERVIEW • Introduction to Jack • Introduction to GCSL • Current Events • Representative Office • Wholly Foreign Owned Enterprise • Joint Venture • Danone vs Wahaha • Conclusion Global Consultants and Services Limited 2007 www.gcsl.info

6. China Investment Structures INTRODUCTION - JACK • Lived and worked in Asia since 1985 in the fields of law, financial and fiduciary services. • Qualified attorney and counselor at law of The State Bar of California and the Northern District of California of the USA District Court. • Independent director and consultant to several companies listed in Hong Kong and the USA with a focus on Asia and Greater China. • Member of the Hong Kong General Chamber of Commerce, Hong Kong Securities Institute, American Bar Association, International Bar Association, International Tax Planning Association, Center for International Legal Studies and President of the Asia Offshore Association. Global Consultants and Services Limited 2007 www.gcsl.info

7. China Investment Structures INTRODUCTION - GCSL • Global Consultants and Services Limited (GCSL) was established in Hong Kong in 2006 by a group of like-minded fiduciary services professionals who possess a wealth of experience in servicing the simplest to the most complex needs of our global clientele. • GCSL has offices in Hong Kong, Anguilla, Belize, Cook Islands, Nevis, Samoa, Shanghai, Singapore. • Services include: Company, Trust, Foundation, Captive Insurance and Mutual Fund formation and establishment; Company Secretarial; Fiduciary; Administration; Consultancy Services. • GCSL is partners with the Intrust Group since January 2007 Global Consultants and Services Limited 2007 www.gcsl.info

8. China Investment Structures China Investment Structures CURRENT EVENTS • Shanghai stock market – minimal impact of sub-prime mortgage “crisis”. • USA – China trade disputes, RMB/USD rate (RMB5.5 = USD1 by 2010?). • China “colonization” of Africa • China has contributed USD364 million to the Africa Development Bank. • Prime Minister declared 2007 is the year for China and Africa Partnership. • National Development Bank created USD5 billion fund to support China enterprises to invest in Africa. • China plans to setup 5 economic cooperative zones in Africa. • China influence in Asia, ex Japan and Australia. Global Consultants and Services Limited 2007 www.gcsl.info

9. China Investment Structures China Investment Structures CURRENT EVENTS • 5th Session of the National People’s Congress (passed on June 29, 2007) • The law states that “the property of the state, the collective, the individual and other obliges is protect by law, and no units or individuals may infringe upon it.” This is the first time that equal protection to state and private properties has been enshrined in a Chinese law, which analysts say marks a significant step in the country's efforts to further economic reforms and boost social harmony. China's state and private properties once suffered from serious violations due to a lack of respect for and protection of property rights. • The law sets a unified income tax rate for domestic and foreign companies at 25%.Prior to the new law, foreign enterprises averaged 15% while domestic enterprises averaged 25%. China says unfair and incompatible with WTO commitments. Preferential tax treatment for foreign invested enterprises resulted in 594,000 such enterprises by the end of last year, which invested US$692 billion of capital and paid approximately US$102 billion in taxes representing approximately 21% of China’s total tax revenue. Global Consultants and Services Limited 2007 www.gcsl.info

10. China Investment Structures China Investment Structures CURRENT EVENTS • Corruption and local issues • Shanghai Pension Fund scandal: hundreds of millions. • Guangzhou Pension Fund scandal: tens of millions. • Property market manipulation: According to the Ministry of Land Resources last year, between 60% and 90% of land acquisitions for construction in China were illegal. • Extortion by journalists: A journalist was beaten to death after he tried to extort money from a mine owner by threatening to publicize his illegal operation. • 25,000 cases of corruption investigation as at 30th June with more than 5,500 involving government officials. • Civil Unrest: Every week a new story of unhappy workers, poor people, etc. • Tax evasion: 75 million registered tax payers, but only 1.37 million people filed. • Litigation: Danone in negotiations with JV partner regarding breach of contract for Wahaha brand. Global Consultants and Services Limited 2007 www.gcsl.info

11. China Investment Structures China Investment Structures REPRESENTATIVE OFFICE (“RO”) • Established to “represent” the parent company in China. ONLY permitted to conduct non-profit making activities. • It has NO legal rights in China. • More than one representative office can be set up. • RO is taxed on its expenses in China at rate of 10%. If RO receives funds from a company other than its parent, then it will be considered in violation of its license and the tax rate will increase from 10% to 33% (25% after January 1, 2008). In addition, RO needs to file tax return and pay taxes every month. Global Consultants and Services Limited 2007 www.gcsl.info

12. China Investment Structures China Investment Structures REPRESENTATIVE OFFICE (“RO”) • GCSL Shanghai RO step-by-step. • Completed the GCSL Order Form and formed an intermediary parent company in Hong Kong. • Finding the office, “registered address”, for Representative office was the first step. The office was identified and we signed the lease agreement for 2 years. Since 2005, due to safety reasons, a RO must be located in an approved “A” class building. GCSL Shanghai office is located at Number 12 on The Bund. • A RO must have a Chief Representative who may be a foreign person or a Chinese person, or other representatives. GCSL Shanghai’s chief representative is Johnson Chien, who is Taiwanese by birth, but a Belize citizen. • We made an online application for “name approval” to the local district’s (Shanghai has 18 districts) Administrative Bureau for Industry and Commerce. The name of the RO does not need a name check for it is impossible to duplicate. The format of RO’s name is: county of incorporation (parent company) + company name + location + type of entity. For example: Hong Kong + Global Consultants and Services (China) Limited + Shanghai + Representative Office. Name approval took about 5 working days. Global Consultants and Services Limited 2007 www.gcsl.info

13. China Investment Structures China Investment Structures REPRESENTATIVE OFFICE (“RO”) • Once the name approval was confirmed, the formal application with required documents was submitted to the Administrative Bureau for Industry and Commerce within 30 working days. Otherwise, the name approval process will need to be re-submitted. • After we submitted the formal application and the required documents, the Administrative Bureau for Industry and Commerce issued the “Registration Certificate of Foreign Enterprises Permanent Office in China” within 15 working days. • Once the “Registration Certificate of Foreign Enterprises Permanent Office in China” was issued, we processed the following: • engraving 3 official rubber seals, • Enterprise Code Registration, • Company Identification Code Certificate, • statistic Registration Certificate, • statement from Statement Administration of Foreign Exchange, (SAFE) Registration. • State and Local Tax Registrations, and • the opening of corporate bank accounts. • Via a licensed recruitment agency, we hired a local staff member. Global Consultants and Services Limited 2007 www.gcsl.info

14. China Investment Structures China Investment Structures WHOLLY FOREIGN OWNED ENTERPRISE (“WFOE”) • The most popular choice for international trading, manufacturing, processing, assembling or other profit-making activities in China. • Limited liability company. • Registered Capital is paid up capital. The minimum registered capital, which has to be paid up within 12 months of operations, is normally USD100,000. This amount varies depending on the industry, city, and place where the WFOE is registered and also on the business nature of the WFOE and can be significantly higher for certain heavily regulated industries. The registered capital can be paid up with a combination of equipment and cash. A minimum of 15% of registered capital initially must be deposited in cash from the parent company into the WFOE’s capital bank account within 90 calendar days. • Business tax of 5% on goods and services sold in China. Profits Tax currently between 15% - 33%. Standardized at 25% on January 1, 2008. WFOEs formed before April 1, 2007 continue to enjoy special terms previously granted. Global Consultants and Services Limited 2007 www.gcsl.info

15. China Investment Structures China Investment Structures WHOLLY FOREIGN OWNED ENTERPRISE (“WFOE”) • GCSL client step-by-step in Guangzhou buying bicycle parts in China for sale to Russia. • Completed GCSL Order Form and setup intermediary parent company in Hong Kong. • Found an office,“registered address”, for the WFOE. Unlike RO, the office can be located at location where the property title is “business permitted”. Changing registered address is a difficult process so client chose permanent registered address separate from business address. • WFOE must have a defined business scope. A feasibility study was prepared by client and GCSL and submitted with application. • WFOE can have either a board of directors or a legal representative. Client chose a legal representative. • Application was submitted to the Foreign Economic Relations & Trade Commission for “approval certificate” before the official Business License application was submitted to the government authorities. Global Consultants and Services Limited 2007 www.gcsl.info

16. China Investment Structures China Investment Structures WHOLLY FOREIGN OWNED ENTERPRISE (“WFOE”) • The Business License was issued, which was followed by obtaining approval permit fromm local police department, Enterprise Code Registration, State and Local Tax Registrations, Financial Bureau Registration Certificate and the statement from State Administration of Foreign Exchange Registration. • Bank accounts were set up to receive registered (paid up) capital. This is the capital account in foreign currency. A minimum of 15% of the registered capital in cash was remitted to the company’s bank account within 90 calendar days from the intermediary parent company. A Financial Report on Capital Inspection for each injection of the registered capital was prepared by an authorized accounting firm in order to obtain the Capital Injection Certificate. An operating account in RMB was also setup. • Upon receipt of the minimum registered capital, all the licenses and certificates were renewed. • Applied for working visa for expatriates. • For WFOE that has VAT status, there is additional VAT filing to be done every year on or before April 30th. Annual audited financial statements and report must be completed and submitted to the Foreign Economic Relationship & Trade Commission, and tax authority renewal. Global Consultants and Services Limited 2007 www.gcsl.info

17. China Investment Structures China Investment Structures JOINT VENTURE • A legal entity in China composed of foreign and Chinese investor(s). • The Chinese government favors and encourages this form of arrangement. Foreigners generally are careful in this regard. • A Joint Venture may be more suitable for business activities deemed “limited” and “prohibited” by the Chinese government. • This business arrangement is usually set up by equity or cooperative methods. • A Sino-foreign equity joint venture (“EJV”) • A Sino-foreign cooperative joint venture (“CJV”) • A foreign-invested joint stock limited company (“FISC”) Global Consultants and Services Limited 2007 www.gcsl.info

18. China Investment Structures China Investment Structures JOINT VENTURE • An EJV or CJV is a non-share-issuing limited liability company incorporated between one or more foreign entities, either natural or legal persons, with one or more Chinese legal entities. Generally, a CJV is allowed to be formed and to operate in a much more flexible manner than an EJV as long as the parties agree. For example, the law permits a CJV to operate with each party specifying their respective contributions, management matters, profit and liability sharing and how to handle properties at the time when the cooperation terminates. Foreign investors’ contributions can be repatriated before expiration of the term of a CJV. As such, CJVs are sometimes referred to as contractual joint ventures. • EJVs and CJVs were common structures for foreign investment in the first two decades of China’s opening up. Foreign investors usually contributed cash, technology and management know-how, while their Chinese counterparts contributed land use rights, buildings, equipment and labor. Gaining ownership and management control in the existing EJVs or CJVs by increasing equity ratio resulted in WFOEs. Global Consultants and Services Limited 2007 www.gcsl.info

19. China Investment Structures China Investment Structures JOINT VENTURE • A JV step-by-step • Preliminary Agreements, i.e. Letter of Intent, Memorandum of Understanding, Non-Disclosure and Non-Circumvention Agreement • Due Diligence • Constituent and Approval Documents • Ownership of Assets • Obligations, Liabilities and Material Contracts • Taxation • Land Use rights • Labor and Social Insurance-related Matters • Environmental Matters • Intellectual Property rights and Technology Transfer Matters • Claims, Litigation and Arbitration • Antitrust Global Consultants and Services Limited 2007 www.gcsl.info

20. China Investment Structures China Investment Structures JOINT VENTURE • Set up Registration • The registration will vary depending on the type, i.e. EJV or CJV. • The domestic Chinese entity should apply to the local State Administration of Industry and Commerce for change of registration and to obtain a new Foreign Investment Entity business license. • The domestic Chinese entity should submit the “genuineness and validity documents” including: • An application for the change in registration, • An agreement on the purchase of equity in or subscription to the increased capital of the domestic company, • The revised articles of association or amendments to the original articles of association, and the contract, • The Foreign Investment Entity approval document, Global Consultants and Services Limited 2007 www.gcsl.info

21. China Investment Structures China Investment Structures JOINT VENTURE • Certification for the qualifications of the foreign investor (China Embassy Authentication of the foreign investor’s ID or corporate documents), • The amended list of directors, • Other relevant documents and certificates as might be required by the authorities. • Follow up Registrations • Taxation, customs, land administration, foreign exchange administration within 30 days from issuance of the new business license. • The revised articles of association or amendments to the original articles of association, and the contract, • The Foreign Investment Entity approval document, • Certification for the qualifications of the foreign investor (China Embassy Authentication of the foreign investor’s ID or corporate documents), • The amended list of directors, • Other relevant documents and certificates as might be required by the authorities. Global Consultants and Services Limited 2007 www.gcsl.info

22. China Investment Structures China Investment Structures JOINT VENTURE Not Jack’s favorite!!! If allowed to form a WFOE, why setup a JV? Example of Hong Kong Public Company of which Jack was an Independent Director. Global Consultants and Services Limited 2007 www.gcsl.info

23. China Investment Structures China Investment Structures JOINT VENTURE: DANONE VS WAHAHA • 39 joint ventures 51% owned by Danone and 49% by Zong Qinghou’s company Hangzhou Wahaha. • Zong started out in business in 1987, selling milk in a school store. • The name Wahaha was meant to evoke a laughing child, combining the character for baby (wa) with the sound of laughter (haha). • In partnership with Danone, Wahaha has risen to a dominant position in the bottled water market in China and sells milk and yogurt drinks, carbonated soft drinks, fruit and vegetable juices, sports drinks, congee and canned food. • Zong had management disagreements with Danone and has argued the EJV agreement, despite being signed by both parties, was invalid as it has never been approved by China's trademark office. Zong accused Danone of attempting to strong-arm him in a manner reminiscent of the abuse of China by Western colonial powers and Japan a century ago. • Danone claims it has been cheated out of USD100 million by businesses set up by Zong that are selling Wahaha-branded products identical to those sold by their joint venture, using the same suppliers and distribution network. Global Consultants and Services Limited 2007 www.gcsl.info

24. China Investment Structures China Investment Structures JOINT VENTURE: DANONE VS WAHAHA • Significant Company Act issues regarding form of paid up capital and trademark law. • After rounds of negotiations and an offer to buyout the side ventures, Danone finally filed a lawsuit in May 2007 in Sweden to settle the dispute. • Danone recently filed another lawsuit in the USA against two companies linked to Zong and two individuals, one a USA citizen and one a USA green card holder, who it claimed were Zong's daughter and her mother. • Zong recently resigned as chairman of Wahaha, and Danone appointed a replacement who sought to pacify Wahaha workers, who have been supporting Zong in his battle with Danone, issuing a statement saying that Danone would guarantee their job security. • Open letter from Wahaha distributors that accused Danone of humiliating Zong and seeking to destroy Wahaha. The distributors threatened to cease carrying Danone products. • The dispute has brought Danone substantial negative publicity in China Global Consultants and Services Limited 2007 www.gcsl.info

25. China Investment Structures China Investment Structures CONCLUSION • Global economy means it is virtually impossible to ignore China. • Confusing? • GCSL is ready to help! Please visit us in Hong Kong or in Shanghai at No.12 on The Bund. Global Consultants and Services Limited 2007 www.gcsl.info

26. THANK YOU Tel: +852 2526 2736 Fax: +852 2526 2757 Email: intray@gcsl.info Web: www.gcsl.info

27. Indo-Swiss-EU – A Growing Partnership By Vijay Goel Singhania & Co. London UK.

28. India facts and figures:-General. • Political system:- Parliamentary Democracy. • India comprises of 28 States and 7 Union territories. • With two tier government system at Centre and local levels. • National language:- Hindi. Main languages 22, dialects:- More than 2000. • Land area:- Ranked in the world at 7th place with 3,287,590 km² of total land area. • Population:- 1.1 Billion.

29. India facts and figures:-Economic. • GDP growth Rate:-9.4% expected to grow beyond 10%. • Components of GDP:- Agriculture – 18.5% Manufacturing – 26.4% Services – 55.1% • Inflation rate: - Around 5%. • Forex reserves as on July 20:-USD 222.043 billion. • Gross domestic savings as a proportion of GDP:- Well above 30%. • Of these corporate savings are at:- 8.1.

30. Bilateral trade and Economic ties • On 28th June 2007, India and the EU began negotiations on a broad-based bilateral trade and investment agreement in Brussels, Belgium. • This is pursuant to the commitment made by political leaders at the India-EU Summit held in Helsinki on 13 October 2006. • Objective is to move towards negotiations of a broad-based trade and investment agreement. • India and the EU expect to promote bilateral trade by removing barriers to trade in goods and services and investment across all sectors of the economy.

31. Bilateral trade and Economic ties • EU nations primarily import textiles and clothing, agricultural products and chemicals products from India. • Exports from EU to India cover machinery, chemical products and gems and jewellery. • EU is major destination of Indian FDI with one in four dollars invested by an Indian company going to the EU. • There is enormous growth potential in a number of other fields, such as financial services, especially banking and insurance; mechanical engineering, and biotechnology.

32. Indian growth sectors. • Infrastructure(Roads, ports, airports, railways, electricity generation and distribution, bridges and dams, telecom etc.) • Organized Retail.(Reliance, Bharti-Wall Mart, Tesco, Swiss supermarkets like Migros and Coop have termendous opportunity at hands.) • Real Estate.( Development of megacities, townships, commercial complexes, SEZ, STP, etc.) • Banking and Insurance. (Zurich is known name in India.) • Consumer goods. (Swiss watches are treasured possession for decades.) • Consumer goods. (Exponential rise in cash rich middle class is potentially huge market for white goods.)

33. Biotechnology • One of the main areas of Indo-Swiss cooperation is in the Biotechnology Sector. • Switzerland is one of the leading nations for innovation. • Swiss Institutes like Federal Institutes of Technology in Lausanne and Zurich amongst top rankers. • Cooperation between Indian and Swiss Research Institutes launched under Agreement on Scientific and Technological Cooperation signed in November 2003. • We need to carry our cooperation further in this area

34. Common Values and Interests • Our two countries have a deep-rooted democratic system, Multilanguage and diverse cultural setup. • Switzerland has a market-driven economy established long ago, and India has been rapidly transforming its economy to open-market conditions. Indian rupee is fully convertible on current account very soon it will be convertible on capital account. • The services sector plays a major role in both our economies and is showing a tremendous performance. • Over the years, Switzerland and India have been able to establish a flourishing relationship that covers diverse fields - economic, social, cultural and political.

35. Advantage of doing business in India. • Well trained and low cost labour force. • Highly-skilled mechanical & electronics engineers . English speaking and western thinking. • Quality conscious industry with rapid learning curve. • Effective environment for R&D. • Strong Universities (engineering and medicine). • Industry is investing in R&D and moving to high-end products.

36. Advantages continued:- • Government’s patents recognition (Intellectual Property Right laws). • Price competitive raw materials (pharma, textile). • Advanced legal and financial systems, no bureaucracy. • Special Economic Zones (SEZs). • Duty free enclaves for trade operations. • Compliance and infrastructure advantages. • Tax exemption for first ten years. • Around 60 active SEZs, and recently 341 formally approved.

37. Advantages of doing business in Switzerland. • Switzerland one of the preferred destinations for foreign investors due to a series of advantages. • Strategic location in the center of Europe, long-term stability, legal security, dedicated professional labour force, liberal market conditions, reliable and highly developed financial center, high-tech infrastructure, modest tax system, Switzerland offers all these. • This is why, in spite of a small domestic market, Switzerland has attracted big names from Indian IT companies, such as Tata consultancy Services, Infosys, Wipro, Satyam and Polaris

38. Opportunities for Swiss-EU companies. • Almost all manufacturing sectors. (Engineering, pharmaceutical, chemical, white goods …..) • Petrochemical (Including exploration and refining.) • Infrastructure projects. (Roads, Bridges, Dams, Electricity distribution, etc.) • Retail, Food processing. (Distribution, shopping malls, multiplex, etc.) • Real Estate. (Townships, Mega cities.) • Insurance and Banking. (Including retail banking.)

39. Opportunities in Retail. • Indian retail industry size is 230 bn USD, with penetration of organized retail of only 3% (7 bn USD) Organized retail is expected to grow to 35 bn USD by 2010 • Due to favorable socio-economic conditions Retail industry is set to witness 50 million sq.ft. of floor space addition over 2007-10, with a huge growth in number of shopping malls, hypermarkets.

40. EU companies in India. • Companies from Germany, France, Italy, Spain are active in India. • They operate in diverse fields such as engineering and industrial equipment, chemical and pharmaceutical, precision instruments, services and textile etc. • Swiss companies:-Nestle, Ciba, ABB, Sulzer, EMS Inventa, Specialty Chemicals, Rieter, Electrowatt, Novartis, Alusuisse, Bühler, • Italian companies:-Alitalia Ansaldo Caldaie Boilers Banca Monte Dei Paschi Di Siena SPA Banca Popolare Di Vicenza Banco Popolare Di Verona E Novara Benetton India Bisazza India. • We can name equal number of companies from France, Germany, Denmark and other EU countries.

41. Indian companies in EU. • Several Indian Companies are also making their mark in EU such as TATA AG, Birla AG, Ramco, Infosys, Wipro and TCS. • Main focus is on Outsourcing. More surprising outsourcing is not limited to IT and IT enabled sector. India is providing excellent outsourcing opportunities in diverse sector such as Precision Engineering, Auto Components, Textiles and others.

42. Main challenges. What EU companies need to encounter in India. • Market complexities. • Logistics. • Geography.

43. Success recipe. • A long term commitment/investment view. • Adapt the whole business system to local conditions. • Products and supply chain must be redesigned to cut costs/adapt to the market. • Product “decontenting”, if needed, to compete with local players’ lower price points. • Get distribution right using third party distributor to overcome “rural divide”. • Educate the consumer shape” the market.

44. Legal structure. • India has strong judiciary that is above government. • India has strong well developed contract law, company law, intellectual property law, employment laws and economic legislation. India has well documented Foreign Direct Investment Policy. • All legislation and policies are transparent, well documented and followed to the letter of law and spirit.

45. Entry strategies. • EU companies can carry business in India either though:- • Liaison office. • Branch office. • Project office. • Joint Venture with Indian partner. • Wholly owned subsidiary. • Entire investment and Income earned on investments are fully repatriable subject to payment of Indian income and capital gains tax as applicable.

46. Thank You. • Singhania & Co.24, Buckingham Gate,London SW1E 6LB. Phone:- +44 (0) 207 233 5511.Fax:-     +44 (0) 207 233 5522.Web:- http://www.singhania.com Email:- info@singhaniauk.com

47. PITFALLS TO AVOID WHEN DOING BUSINESS IN RUSSIA A Local Perspective by Alexander Alexeev GSL Law & Consulting Ltd.

48. Doing Business in Russia: «frequent pitfalls» and «unexpected joys» PITFALLS TO AVOID WHEN DOING BUSINESS IN RUSSIA A Local Perspective by Alexander Alexeev GSL Law & Consulting Ltd.

49. Russia is a Corrupted Country You might think And You are right Partly

50. Corruption • 86th of 130 acc. to CPI of Transparency International • Corruption Services: • export and quotas • federal budget • privatization • tax transfers • custom duty