The Modern Family Trust -Wealth, Legacy, Controversy · Tips-off Anonymous™ US Tax Controversy Solutions that are pioneering, yet pragmatic Nearly every aspect of a modern organization

The Modern Family Trust - Wealth, Legacy, Controversy13 December 2019 Information Classification: External

© 2019 Yang Chan & Jamison. All rights reserved. 2

Agenda

Topic Speaker(s)

Introduction Victor Yang

Tax Perspectives of the modern day trust Patrick Yip

The legal landscape of trusts - HK and Asia Winnie Chiu

A Trustee's Perspective Melanie Ison

Tea / Coffee Break

Family Office & Governance Christian Stewart

The recent Hong Kong landmark trust case Roger King

Panel Discussion Moderator: Peter ChenPanelist: Speakers of the day & Jeffrey Ip

3© 2019 Yang Chan & Jamison. All rights reserved.

Introduction


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Tax Perspectives of the modern day trust


Contents

Key points and hot topics of PRC IIT reform

Impact of PRC IIT reform on PRC tax residents holding offshore companies

Offshore Family Trust

03

06

09

29


Key Points and Hot Topics of PRC IIT Reform


• A single category "comprehensive income” is consolidated from original four categories of income

• New itemized deductions • 30% charitable deduction

Key Points and Hot Topics of PRC IIT Reform

• If a taxpayer has unpaid or underpayment of tax, the unpaid or underpayment of tax shall be settled before the cancellation of the household registration. If the taxpayer has an installment tax obligation to the tax authorities, the obligation would have to be settled before the de-registration of “hukou”.

• Anti-avoidance rules• Transfer pricing rules• Controlled foreign

corporations• Deemed sale rule?

• PRC-domiciled Individual• Individual physically present in

the PRC for 183 days or more• Worldwide taxation

PRC Resident Taxpayer

Anti-avoidance

rules

Tax Clearance

before emigrating

*Note: The final implementation regulations for the amended IIT law became effective on January 1,2019 while some measures had been effective in October 2018.

Comprehensive Income


“Five-Year-Rule” to “Six-Year-Rule”

Uncertain

Non-PRC sourced income derived by non-PRC-domiciled individuals which is paid by non-PRC companies or non-PRC individuals is exempted from the IIT

How to break the six-year period

What happens if the six year tax threshold is missed

Has been physically present in the PRC for 183 days or more in every calendar year but not for six consecutive years

Has been physically present in the PRC for 183 days or more in every calendar year but not for six consecutive years

Leave China for a period of more than 30 days consecutively in one trip within a tax year

Notify the tax authorities in charge

Physically present in the PRC for less than183 days in any tax year

When to start counting the first six-year period under the new

lawJanuary 1, 2019


Impact of PRC IIT Reform on PRC Tax Residents Holding Offshore Companies


China tax authorities would initiate tax adjustments and collect underpayment with overdue interest in the following situations:

When the transaction between an individual and his/her related parties do not comply with arm’s length principle and the noncompliance cannot be justified

When a resident individual controls an enterprise established in a jurisdiction with significantly lower effective tax rate and the enterprise does not distribute a reasonable profits than it should without justification.

When an individual obtains improper tax benefits through an arrangement that lacks reasonable business purposes.

Arm’s Length Principle Controlled Foreign Corporation Rules

General Anti-avoidance

Rules

Impact of IIT Reform on High Net Worth Individuals – Anti-avoidance Rules


Anti-avoidance rules – Deemed sale rule

Ø Under Bulletin [2014] 67 Article 13 issued by the State Administration of Taxation (the “SAT”), income from transfer of company shares that meets one of the following conditions is significantly lower and is considered to be justified.

Ø Inheritance or transfer of shares to a spouse, parent, child, grandparent, grandparent, grandchildren, grandchildren, siblings, and dependents or supporters who have a direct parenting or support obligation to the assignor person.

Ø The draft implementation regulations article 16 introduces a deemed sale rule under an individual would be considered as selling property and deriving gains for IIT purposes if the individual transfer properties in exchange for other property or for purposes of donation, the repayment of a debt, sponsorship, investment, etc., unless otherwise stipulated by the financial and taxation authorities of the State Council. The article 16 is not included in the final implementation regulations. But will this rule ever become law as it is not included in the main statute? If effective, will it be retroactive to Jan 1, 2019?

Final implementation regulations -------


Offshore Family Trust


Commonly Seen Family Trust Structure

Irrevocable Trust(e.g. BVI)

Trust Assets

100%

BeneficiariesSettlor

Protector

Gift Transfer • Taxable?

Key Trust Documents• Deed of Trust• Letter of Wishes

Settlor • Tax residency?• Reserved powers?

Beneficiaries • 20% PRC IIT tax upon

distribution

Trust Assets • PRC tax exposure?• Circular 37 registration?• Bulletin 7 issues?


The legal landscape of trusts - HK and Asia


1. Setting up a Trust: 10 years ago and in the future

2. What is a Trust?

3. Governing Law of a Trust

4. Succession Planning as a matter of Risk Management

5. Major Concerns: Assets, People, Tax, Tools and Time

6. Basic Trust Structure, Document and Operation

7. Sit Back and Relax after setting up a Trust?

Contents


Setting up a Trust: 10 years ago and in the future

• Information

• Demand

• Professionals

• Costs

• Receptiveness


“The Trust has its origin in medieval times (e.g. landowner employeda trusted agent to hold his land for the benefit of the landowner andhis heirs).” 1

"Trust" refers to the legal relationship created inter-vivos or on deathby a person (Settlor), when assets have been placed under thecontrol of a Trustee for the benefit of a Beneficiary or for aspecified purpose ……" 2

What is a Trust?

Source: 1 Lawrence Ma, Equity and Trust Law in Hong Kong (2nd ed) at P. 3072 Article 2 of the Hague Convention on the Law Applicable to Trusts and their Recognition (1985) incorporated into the law of Hong Kong by the Recognition of Trusts Ordinance (Cap. 76), Steven B Gallagher, The Law of Equity & Trust in Hong Kong at P. 74

Major Characteristics:

• Trust funds are separate/segregated fund (not part of the Settlor's properties)• Trust funds are held under the name of the Trustee or its nominees

• Trustee has the power and duty to manage the Trust assets for the benefits of the beneficiaries


• British Virgin Islands

• Bahamas

• Cayman Islands

• Guernsey

• Hong Kong

• Jersey

Governing Law of a Trust

Popular Jurisdictions:


• Global assets

• Children in different high tax jurisdictions

• Marriage

• Divorce

• Avoid/minimize family disputes

Succession Planning as a matter of Risk Management


a) Assets

Major Concerns: Assets, People, Tax, Tools and Time

• Deposits in banks

• Shares (private/listed companies)

• Real properties

• Life insurance policies

• Other types of assets?


• Spouse

• Children

• Grandchildren

• Parents

• Relatives

• Friends

• Other people/organizations

b) Beneficiaries



• Will

• Trust

c) Plan/Tools



• Plan ahead

• Take action ASAP

d) Time



Basic Trust Structure, Document and Operationsa) 3/4 party relationship

• Settlor

• Trustee

• Beneficiaries

• Protector


Bank accounts

Trust

Offshore Holding company

Offshore company (1)


Real Properties


Operating Co.

Stock/ Shares

（Trustee）


b) Basic structure

Basic Trust Structure, Document and Operations

（Settlor) (Protector)

（Beneficiaries）


• Trust Deed

• Letter of Wishes

• Asset Transfer Documents

c) Major documents



d) Possible Operations

e.g.

• A beneficiary can use/enjoy the Trust assets (e.g. the right to live in a property held by the Trust)• A beneficiary may receive distributions on specific dates (e.g. birthday, graduation, wedding)• A beneficiary may receive distributions to pay for his/her expenses (if needed)• A beneficiary may borrow from a Trust’s underlying company (e.g. for investment/business purposes)



e) When does a Trust accomplish its mission?

• When all the assets under the Trust are distributed

• Beneficiaries may set up their own family trusts after receiving distributions from the Trust set up by theirparents



Sit Back and Relax after setting up a Trust?


A Trustee's PerspectiveWhen/why/how things go wrong


At the beginning:A number of different reasons for creating a trustAre the reasons still validHave circumstances changedSet deadlines (e.g. pre-IPO) create urgency but may create problemsAdvisers may have different approaches


Multiple advisers

How much does the trustee know

Choosing trustee wisely

Circumstances that might hinder the ability for information to be obtained

But also often are the parties that are most closely connected with the family to spot warning signs

Regular trustee meetings – important but often overlooked

Proactive

The importance of being involved:


Managing expectationsTrust deed content

Assumptions vs reality

Transitioning to next generation

Care on holding family businesses

Understanding trustees involvement at all levels

Matters only usually come to light on a trigger event

Key family decision makers (the default contact)


Considerations/options:Is use of a trust the right solution

Stress tests

Periodic reviews due to ever changing landscapes

Forum for open communication

Identify early on and act on it

Advisers – involve trustees as early as possible

No family is perfect, despite how it looks on the outside

Recognise when experts need to be brought in

Information gathering is key

Ask the awkward questions!


Family Office & Governance

Can a Family Trust preserve Family Harmony?

The Family Governance perspective

Christian Stewart

Family Legacy Asia

The value of family harmony: is it an espoused value or an enacted value?

39

Culture eats Structure for Breakfast

40

Can you see the whole Elephant?

41

How can you help develop collaborative skills?

42

Is there a regular family meeting?

43

How can you ensure there is a good trustee & beneficiary relationship?

44

Who are the family elders?

45

Is there a way to prune the tree?

46

Where does a trust fit into the three circle model?

Ownership

ManagementFamily

47

Conflict is inevitable …. but War is not

48

How can you use a trust to invest in the family human & intellectual capital?

49

References

• Family Trusts, a Guide for Beneficiaries, Trustees, Trust Protectors and Trust Creators by Hartley Goldstone, James E. Hughes Jr., and Keith Whitaker, 2016, John Wiley & Sons

• Family Wealth, Keeping it in the Family, by James E. Hughes Jr., 2004, Bloomberg Press

• Culture does indeed eat structure for breakfast, Matthew Wesley, December 2014, http://www.thewesleygroup.com/blog/?p=609

• Solutions for infighting among Asian Business Families, SCMP, 6 June 2015, Randel Carlock and Loh Keng Fun

50

http://www.thewesleygroup.com/blog/?p=60

For more information, including articles to download and videos to watch, please visit our web site www.familylegacyasia.com

51

http://www.familylegacyasia.com


The recent Hong Kong landmark trust case

When Trust Fails and Family Civil War Breaks Out:

Great Eagle Holdings Case Study

Professor Roger King, PhDFounder & Director, HKUST Tanoto Center for Asian Family

Business & Entrepreneurship StudiesAdjunct Professor of Finance

[email protected]

mailto:[email protected]

Can a Family Trust Help Achieve the 3Ps?

The Three Preservations

Preservation of wealth for future generations

Preservation of harmony amongst descendants

Preservation of family name, legacy, values, and social capital

Great Eagle

鷹君羅鷹石

Lo Ying-shek羅杜莉君

Lo To Lee-Kwan

A family portrait taken around 1964 (Photo credit: Forbes)

Sibling Rivalry between Highly Entrepreneurial & Talented G2

Nina – Founded Boldwin Construction with husband & BF Construction

Antony – Founded Hang Shing Construction (liquidated)

Annie – University graduate

YS – Owned several listed companies in HK e.g., Century City, Paliburg, Regal Hotels, & Cosmopolitan Int’l

KS – First trained as a cardiologist; restructured GE and expanded the Group to include Champion REIT & Langham Hospitality

Vincent – Founded listed companies Shui On Group, Shui On Land & SOCAM Development; signature project “Xintiandi” is Shanghai’s landmark

Archie – Cardiologist, experienced investor, & family doctor of the Lo’s

Gwen – Lawyer & founded a law firm

Lu – Worked in Great Eagle initially; set up Sun Fook Kong Group, later listed as a property & construction firm

The Lo Genogram

Ying-Shek

Lo

Lee-Kwan Lo To

1913-2006 1919-

Nina Annie YS KS VincentAntony Archie Gwen Lu

Chairman, MD & ED

EDED

AlexanderED

NED

NEDNED

Male Female Deceased

Evolution of the Lo Family & Great Eagle 1955Ying-shek started a property business after departure from Lo Shui Hing, the family trading company.

1963Great Eagle was founded.

1972Great Eagle listed in HK; branched from industrial property into office, hotel, & residential properties.

1980-81KS returned & shadowed Ying-shek & YS to run Great Eagle; YS listed Regal Hotels & used the fund raised to acquire a listed shell for Paliburg in 1981.

1983-84Great Eagle was near bankruptcy following the HK monetary crisis. GEH sold the Regal Group to Bill Wyllie for a bargain price of HK$100 million, in a deal structured by YS, who subsequently took over the Regal Group. This act was seen as a betrayal to the family. YS was removed from the GEH’s board. KS was asked to lead corporate restructuring. The Lo Family Trust was set up, with the first Letter of Wishes drafted in 1988.

1987Lu set up SFK, got listing in 1990, & sold its Shell company in 1996.

1998Ying-shek & Madame Lo detached themselves as Appointers of the Trust; replaced by Nina, KS, & Lu.

1971Vincent founded Shui On, with a loan of HK$100k from Ying-shek.

2004Shui Sing, the family holding company for 44% of Great Eagle shares, redistributed the shares to the Trust and individual family members; Lu controlled SFK due to dispute with family shareholders.

2006Ying-shek died at the age of 93. Three weeks later, Lu sold his 9% of Great Eagle shares, reducing the family’s holding to around 50%. KS has kept increasing his shareholding since then to ensure family control.

2009Trust began distributing cash to beneficiaries.

The Lo Family Trust

• A discretionary trust established in Hong Kong in 1984• Settlors: Ying-shek & Madame Lo • Appointers: Initially Ying-shek Lo & Madame Lo; subsequently

replaced by Nina, KS, & Lu to remove estate duty exposure in 1998

• Trustee: HSBC International Trustee Limited• Beneficiaries: All 9 G2 members and then offspring plus

charity • Initial Letter of Wishes (LoW) issued by Ying-shek & Madame

Lo on October 15, 1988

Trust Administration & Termination• Notional holders of 600 shares or more can jointly make request to the Trustee

regarding the administration, management and termination of the Trust. • Appointers must vote unanimously on any decision, including a decision to fire the

trustee. • Successors to the Appointers could be appointed unanimously only by the

Appointers acting unanimously. • If for whatever reason there is only one Appointer left, that sole Appointer

would have unilateral power in his/her hands.• The Trustee shall not provide guarantee or indemnity unless with consent of

notional holders of 600 shares or more; and the amount of guarantee or indemnity does not exceed 25% of the latest valuation of trust fund.

• The Trustee might resign its position, but must find a replacement.

Distribution Per Initial Letter of Wishes• Upon the death of Asset Contributors to divide the trust fund into 1,000 shares to be

held according to the distribution table as amended by the Asset Contributors jointly or the survivor; with no further change to the distribution table after the death of the Asset Contributors.

• Distribution was uneven (ranging from 40 to 175 shares each), and was made according to G2’s contribution to family, company, society, and filial piety. Each G2 was expected to take care of his/her own future generation.

• 100 shares were set aside for “charity”, which could play a critical role in managing the trust, especially after the departure of the Asset Contributors. KS was appointed the advisor to the charity shares (upon KS’ death then Archie; upon Archie’s death then such person elected by notional holders of 451 shares or more).

• The LoW issued in 1988 stated that after the first anniversary of the death of one or both of the settlors the trustee was requested to consider making distributions to the beneficiaries of 2.5% of the trust fund each year. Distribution actually began in 2009 while Madame Lo was still alive.

Keeping It in the Family?

Lu YS

Annie Antony Nina

KS Archie Vincent Gwen

Charity

Trust Deed

Lo Family Trustby

HSBC International Trustee Limited

Letter of Wishes

Madame Lo

Gwen Nina

Archie KS Public

33.5% 2% 5.5% 27% 32.5%

Source: KS (August 2018)Rounding error may occur.

The Feud Unfolded…

• In November 2015, KS proposed his son, Alexander, to join the Great Eagle board as Executive Director. When Lu and Antony protested, KS became upset and in the heat of the moment said that he could use his shares to vote against them.

• A few weeks later, Lu and Antony voted in favor of including Alexander on the board, but used the incident against KS, saying that KS had threatened them and that he was building up a war chest of shares to take over Great Eagle.

• The incident was said to have triggered the family feud, but KS surmised that this incident was used simply as a story line.

Ten Letters of Wishes by Madame Lo

• January 4, 2016: Ordering the Trustee to be guided by the wishes of 51% of the beneficiaries by vote as to the administration of the Trust

• February 24, 2016: Asking the Trustee to put the entire trust fund in Madame Lo’s name

• April 8, 2016: Asking the Trustee to purchase 200,000 shares of GE per day

• May 12, 2016: Reiterating her request for the Trustee to distribute the entire trust fund to her

• September 21, 2016: Asking the Trustee to exclude KS and Archie from the beneficiaries’ list

• December 19, 2016 / July 27, 2017 / September 4, 2017: Asking the Trustee to purchase additional shares of GE everyday

• September 27, 2017: Asking the Trustee to disinherit Nina and Vincent

• December 7, 2017: Asking the Trustee to purchase shares in GE until the Trust’s shareholding in Great Eagle exceeds 40% - to maintain the Trust’s position as the single largest shareholder of GE

The Feud Unfolded…(cont'l)• In the spring of 2017, Madame Lo moved away from the

family compound on the Peak, an elite residential neighborhood on Hong Kong Island, into a suite at the Regal Riverside Hotel in the New Territories, a property owned by YS. The move was accompanied by reports of ghosts and spirits infesting her residence on the Peak.

• In May 2017, Lu was not re-appointed to the Board of GEH in the annual general meeting. KS abstained in the vote.

• In February 2018, Lu filed a new writ accusing HSBC of colluding with KS. Madame Lo’s court appearances had become the talk of the town, when she was wheeled into court, although she did not appear to be knowledgeable in relation to her claims and allegations.

• During the open court trail in February 2019, KS during cross examination mentioned a letter written by Antony to Lu, exposing Lu’s scheme of isolation and manipulation of Madame Lo, misleading her to sue the Trustee and break up the family by disinheritance of half the siblings.

• On May 22, 2019, the Hong Kong Court of First Instance handed down the judgment. HSBC Trustee won on all counts. However, the ruling has been appealed, and the feud appears to be set to roll on.

A photo taken of Madame Lo with YS and Lu’s branches at her 100th birthday in November 2018 (Photo credit: HKET)

THE FAMILY FEUD

Other Contributing Factors to the Feud

• KS’s accumulation of GEH shares to 27% which accelerated after Lu sold his 9% shortly after the death of his father in 2006

• NAV of HK$74B with a Price-to-Book ratio of 0.2643• Sense of entitlement: Value of GEH is 350 times in 2018

than in 1983• KS has appointed 2 of his children to senior positions in

GEH

Lessons Learned

• Who can help manage the feud? Court? Trustee?• Should KS give up leadership and/or ownership control of

Great Eagle–in pursuit of family harmony? • How should KS structure his personal discretionary trust

(with HSBC as Trustee) to avoid a similar feud from happening?

• How can KS make sure that despite the current feud, G3 members of the entire Lo family can still come together as a successful cousin consortium in the future?

Thank You


Panel Discussion / Questions & Answers


Speakers


Speakers

Prof. Roger KingAdjunct Professor,Founder & Director

Tanoto Center for AsianFamily Business andEntrepreneurship Studies,HKUST

Education:

• University of Michigan, BSEE;• New York University, MSEE;• Harvard Business School, AMP;• HKUST, PhD (Finance);• 2011 recipient of the HKUST

Honorary Fellowship

Roger King is Founding Director of both the Tanoto Center for Asian Family

Business and Entrepreneurship Studies and the Thompson Center for Business

Case Studies, and Adjunct Professor of Finance at The Hong Kong University of

Science and Technology (HKUST). His teaching and research interests include

family business, family office, entrepreneurship, and corporate and family

governance.

Professor King was a former US Naval Officer; member of Technical Staff of Bell

Telephone Laboratories (USA); Non-Executive Director of Orient Overseas

(International) Limited and Chief Operating Officer of Orient Overseas (Holdings)

Limited, listed on the Stock Exchange of Hong Kong (SEHK); Chairman and

Founder of ODS System-Pro Computers Limited; Chairman of Euro-Asia Shipyard

Limited; Chairman of Pacific Coffee Limited; President and Chief Executive Officer

of Sa Sa International Holdings Limited, listed on SEHK; Independent Non-

Executive Director of Sincere Watch (Hong Kong) Limited, listed on SEHK; Board

Director of Arrow Electronics Corporation, listed on the New York Stock

Exchange; Supervisory Board member of TNT Express, listed on Amsterdam

Exchange; President of Harvard Business School Association of Hong Kong;

Chairman of the Association of Honorary Consuls in Hong Kong and Macau;

Honorary Consul for the Republic of Latvia in HKSAR; Standing Committee

Member of the Zhejiang Province People’s Political Consultative Conference; and

Council member of The Hong Kong Baptist University and HKUST.


Speakers

Christian StewartManaging Director

Family Legacy Asia

Christian Stewart founded family Legacy Asia in July 2008 to help Asian

families preserve their family wealth for generations, by providing them with

independent and objective advice on effective family governance. While

continuing as the managing director of Family Legacy Asia, in 2016 Christian

also became an associate of Wise Counsel Research a nonprofit think-tank and

boutique consultancy based in Massachusetts USA, focused on matters of

wealth and philanthropy.

An Australian solicitor by background, and a former tax partner at

PricewaterhouseCoopers in Hong Kong where he ran their Trust & Private

Client practice group, he has over twenty five years of experience in advising

high net worth individuals and families on complex trust structuring, estate

planning, succession and governance matters.

Before founding Family Legacy Asia, Christian was a Managing Director and

the head of the Wealth Advisory Team in Asia for JPMorgan Private Bank for 6

years.


Speakers

• Email：[email protected]

• Phone: +852 3125 1201

Melanie Ison TEP

Managing Director

PraxisIFM Nerine (Hong Kong) Ltd

Born and raised in Guernsey, Melanie started her fiduciary career in

1998 and moved to Hong Kong in June 2007 initially working for a

large institutional trustee before moving to Nerine in March 2009.

Melanie was appointed as Managing Director in 2014. Melanie oversees

PraxisIFM Nerine’s growth in Asia and works with a number of

intermediaries and clients in the region, providing bespoke and tailored

solutions on all aspects of estate and succession planning covering

multiple jurisdictions as well as providing guidance on family

governance matters.

She has written several articles for international publications, and was

named in the Citywealth Leaders List in 2014 to 2018 and shortlisted in

the International Finance Centres Power Women Top 200 List in 2014

to 2018 and Top 100 in 2019.

Professional Affiliations:

• Member of The Society of Trust and Estate Practitioners (STEP)

• Committee member of the STEP Hong Kong Education and Training sub-committee.



Victor YangManaging PartnerYang Chan & Jamison

Email：[email protected]: +852 2852 6623

Patrick YipChief Operating OfficerYang Chan & Jamison

Email：[email protected]: +852 2852 1618

Winnie ChiuPartnerYang Chan & Jamison

Email：[email protected]: +852 2852 1953Mobile: +852 9768 3607

Peter ChenPartnerYang Chan & Jamison

Email：[email protected]: 852 2852 6311 Mobile: +852 6990 3998

Speakers






Speakers

Jeffrey IpDirectorDeloitte Forensic

E-Mail: [email protected]: + 852 2238 7401


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