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Chinese firm redomiciles to Bermuda from BVI

Making a move: Chinese property development and investment company Asian Growth Properties has proposed shifting its registration from the British Virgin Islands to Bermuda

A Chinese property development and investment company has proposed moving its registration to Bermuda from the British Virgin Islands.

Among the reasons why it wants to migrate, it has cited the adverse publicity the BVI has faced following the publication of leaked documents, the so-called Panama Papers, from a law firm in Panama.

And in a statement, the directors of Asian Growth Properties Ltd said they believe a BVI domicile “may no longer be suitable for publicly listed companies”.

The company has noted Bermuda’s “highly regarded regulatory regime” and its belief that, when compared with the BVI, there is a greater general acceptance of Bermuda among the investment community in Hong Kong.

Although it is registered in the BVI, where it incorporated in 2004, the company has its principal office in Hong Kong. It has a market capitalisation of about £343 million ($417 million), and its shares trade on the AIM Market of the London Stock Exchange.

Explaining the reasons for seeking to re-register in Bermuda, AGP stated: “Recently, the British Virgin Islands came under a considerable amount of adverse publicity following the publication in early 2016 of a major leak of documents from a Panamanian law firm.

“A large number of people (including celebrities) have purportedly been suspected of using British Virgin Islands companies for tax avoidance and other illegitimate activities.

“Given this, the directors believe that a British Virgin Islands domicile may no longer be suitable for publicly listed companies. As a result, being domiciled in the British Virgin Islands may be a barrier to certain investors wishing to invest in the company.”

There are more than 430,000 companies registered in the BVI, according to the jurisdiction’s Financial Services Commission.

Having considered alternatives, AGP said: “The directors believe Bermuda has a highly regarded regulatory regime. It is also the domicile of choice of many listed companies, particularly those listed on The Stock Exchange of Hong Kong.

“Bermudian-domiciled companies are also listed on a number of other stock exchanges ranging from the Singapore Stock Exchange to the Toronto Stock Exchange.”

The company, in its statement, added: “Given Bermuda’s general acceptance by the investment community in Hong Kong, which the directors believe is greater than companies domiciled in the British Virgin Islands, the move to Bermuda will give the company potential added flexibility in the future.”

AGP is an investor and developer of commercial office, retail and residential properties in Hong Kong and mainland China. Among its investment properties is the Plaza Central in Chengdu, China, it also owned the Dah Sing Financial Centre, in Hong Kong, until it was sold for about £930 million ($1.1 billion) in June.

News of the company’s plan to register in Bermuda has been welcomed by Ross Webber, chief executive officer of the Bermuda Business Development Agency.

He said: “It’s positive news for Bermuda, and it underscores the value of our jurisdiction’s top-tier regulation, compliance and transparency.

“It also validates our efforts to differentiate the Bermuda market from other offshore financial centres, and we continue to highlight the fact our jurisdiction operates on a regulatory level other centres should aspire to.”

Mr Webber added: “The BDA has developed a specific China strategy — pitching Bermuda’s value to those businesses best able to participate in this modern, global economy.

“The evolving corporate landscape will lead to more regulation, not less, and we recognise that companies which intend to grow and thrive long-term will choose to base themselves in jurisdictions that have a similarly sustainable future.”

AGP will seek shareholder approval to deregister as a limited liability company in the BVI and re-register, by way of continuation, as a limited liability exempted company in Bermuda.

The proposal will be put to shareholders at an extraordinary general meeting in Hong Kong on November 10. The company will also need regulatory approval from the Bermuda Monetary Authority to complete the migration.