The Frankfurt Stock Exchange PRESIDENTS CORPORATE GROUP

Transcription

1 1. The Frankfurt Stock Exchange The Frankfurt Stock Exchange is the largest stock exchange in Germany, as well as one of the largest exchanges in Europe. It has far more trading volume than the London Stock Exchange, Madrid Stock Exchange and Paris Exchange. It is responsible for 90 percent of the securities trading volume in Germany. The Frankfurt Exchange facilitates advanced electronic trading, settlement and information systems and enables cross-border trading for international investors. In addition, it is often described as the most efficient exchange place in the world. It is always a great boost for any company that can be listed in the Frankfurt Stock Exchange. The evaluation and visibility of the company will be multiplied many times than before. (The trading currency is the Euro, which has almost 27% more value than US$). 2. Setting up an offshore holding entity It is currently not possible for a Chinese company to sell its shares to outside investors. Only through the formation of a WOFE (wholly owned foreign entity) and the formation of a holding company for the foreign investors, a Chinese company can make a successful introduction on the Frankfurt Stock Exchange. PCG recommends the formation of a Singapore or a Hong Kong corporation for this purpose and in some cases we can also incorporate a Swiss or other European company. The shares of this corporation can be traded freely on the Frankfurt Stock Exchange. Compared to the listing on other exchanges, such as the NASDAQ, OTC Bulletin Board, Canadian Venture Exchange (TSX) or the Alternative Investment Market (AIM) in London, Frankfurt stands out because of the ease of entry, (Audited financials are not required), fast process and low annual fees.

2 Details of Singapore Company Registration Singapore Company at a Glance 100% foreign ownership allowed Minimum paid-up capital of $1 only Company incorporation in 1 day Minimum 1 shareholder and 1 director No taxes on first 100K taxable income annually for first three years of a new Singapore company; Only 9% tax rate on taxable income of up-to 300K annually starting YA 2008 Low overall flat tax rate of 18% on taxable income above 300K Zero taxes on capital gains and dividends in general Immigration visa (entrepreneur pass) available for company owners wishing to relocate to Singapore to run their new Singapore company No exchange controls or restrictions on repatriation of profits Procedure and timeline for Singapore Company Registration The basic steps are as below: Get company name approval Prepare registration documents Client to sign company registration documents Register company Open bank account We will prepare and submit all the necessary documentation for registering your Singapore Company so you don't have to worry. Just for your reference, to register a Singapore company, the following information needs to be submitted to the registrar of companies (ACRA): Memorandum and Articles of Association Statutory Declaration of Compliance Particulars of Shareholders, Directors, Secretaries, etc. Certificate of Identity Situation of Registered Office/Office Hrs at Time of Registration Consent to Act as Director and Statement of Non-disqualification to Act as Director A Consent to Act as Secretary The time taken for company registration depends on two factors: a) the company name approval and b) whether you will be signing the documents in Singapore or overseas. The company name approval takes only 23 hours unless there is some conflict with an existing name or the name has some sensitive words in it. Once the company name is approved and we have received the signed documents from you, we can normally register a Singapore company in 1 day.

3 If you are signing the company registration documents overseas, you will need to factor in the time it takes to courier the documents back to us. After the company registration, the bank accounts opening can take from few days to few weeks depending upon a) the bank you choose and b) whether you are in Singapore to sign the account opening documents or not. Shareholders A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore. In order to qualify for a listing on the Frankfurt Stock Exchange, a minimum of 30 shareholders are required. If necessary, PCG Limited can supply the necessary amount of shareholders. Paid-up Capital There are no minimum paid-up capital requirements for a Singapore company registration. A Singapore company can be registered with a minimum of S$1. However, in order to meet the listing requirement for the Frankfurt Stock Exchange, a company needs to have at least 250, in fully paid-up share capital. Company Directors As per the Singapore Companies Act a Singapore Company can have one or more resident or non-resident directors. Minimum requirement is one director. However as per Singapore Company Registration Laws, at least one of the company directors must be ordinarily resident in Singapore i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director. We can provide Nominee Director Service to meet this statutory requirement, if you do not have a local resident director. Company Secretary The Company must have at least one qualified corporate secretary with a principle place of residence in Singapore. We provide this service to all our clients. Registered Office A Company must have a registered office situated within Singapore. We provide this service to all our clients who utilize our Singapore company registration services. Name Approval All business entities require approval of proposed name prior to company registration in Singapore. We will do this step as part of our Singapore company registration process. The general rules for choosing a Singapore company name are: must not be identical or too similar to another business' name must not infringe registered trademarks or patents must not be offensive or vulgar in any way

4 Company names that contain words like Bank, Finance Company, Insurance, School, University, Travel Agent, Media, etc. must first be approved by the Singapore Company Registration regulatory authority before they can be used. Licenses and Permits No special approval is required for most of the business activities in Singapore. Only certain types of business activities are controlled by government agencies and require necessary approvals and license from relevant authorities before commencing business. Government approval is generally not required for companies to do business in Singapore with the exception of the following: Banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS). Certain activities, such as the production of cigarettes, beer, refrigerators and airconditioners, operation of restaurants, bars, etc. require a license from the relevant government bodies. There are no exchange controls or restrictions on the introduction of capital or the repatriation of capital and profits and there are no currency regulations. Singapore has a minimum of business formalities for establishing a business and favours foreign investment. Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on current transfers, payments, or repatriation of profits. The court system is very efficient and strongly protects private property, and there is no threat of expropriation. Singapore is known for its tough laws, strict enforcement and stiff penalties for offenders and it exercises expedient and efficient procedures. The corporate tax rates in Singapore are low in comparison with many of the other developed countries. Singapore has double taxation agreements with many other countries. A company registered in Singapore is required to keep its accounting and other records that will sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets to be prepared. If such records are kept in a place outside Singapore, copies must be kept in Singapore. It's company's responsibility to update Accounting and Corporate Regulatory Authority (ACRA) of any changes in its registered particulars e.g. change of company name, registered office address, change of directors, other officers, etc.

5 Details of a Hong Kong company registration Hong Kong Company at a Glance Fast incorporation Companies can be incorporated within 2 days Hong Kong Companies are not taxed on income generated outside of Hong Kong The company needs only one director and one shareholder, although you would need a minimum of 30 shareholders to apply for a listing on the Frankfurt Stock Exchange. There is no requirement for resident directors or shareholders There is no minimum capital requirement for the Hong Kong Corporation. However, in order to meet the listing requirement for the Frankfurt Stock Exchange, a company needs to have at least 250, in fully paid-up share capital. There is no requirement for directors or shareholders to attend meetings in Hong Kong Hong Kong is a major international financial centre and is becoming an increasingly popular place to incorporate companies for international business purposes. The shares of a Singapore or Hong Kong corporation can be traded freely on the Frankfurt Stock Exchange. There are NO RESTRICTIONS to any insiders selling shares. Compared to the listing on other exchanges, such as the NASDAQ, OTC Bulletin Board, Canadian Venture Exchange or the Alternative Investment Market (AIM) in London, Frankfurt stands out because of the ease of entry, (Audited financials are not required), fast process and low yearly fees. 3. Responsibilities of Presidents Corporate Group PCG has established a relationship with one of Europe s investment banking group and with several investment banks in Germany. Upon completion of a successful listing, PCG Limited will organize a road-show through several European financial cities and assist in signing an investment banking agreement for a funding commitment with one or several accredited underwriters. 4. Frankfurt IPO Cost PCG charges a total of 250,000 to guarantee the success of the Frankfurt IPO. The fee includes: Setting up of a Singapore or Hong Kong Corporation with a similar name as the Chinese company. A Swiss company will cost an additional 50,000 Euros Creation of securities accounts with HSBC bank or another major European bank in Asia or Europe for all shareholders of the company. Registrar and paying-agent services, including legal, DD-work, setup fees and first annual fee. Lawyer, CPA, and Professional services and translation charges in Germany. Frankfurt Stock Exchange listing fees, and first annual fees, IPO Underwriter s Application Cost. Investor Relations Services and IR/PR promotion charges for the first year.