国家外汇管理局关于境内居民通过境外特殊目的公司融资.pptVIP

Legal Issues in Private Equity and Listings for Chinese Companies Speakers’ Profile Mason Ching is the founder of Mason Ching Associates. He is qualified to practise in Hong Kong and England Wales and holds an LLM degree with distinction in technology and investment laws. His experience is gained in Baker McKenzie. His expertise is in venture investment, PRC direct investment, fund establishment, securities, listing, takeovers and other corporate finance matters. Convertible Loan Preference Shares Series A or Series B Convertible Redeemable Voting Preference Warrants Common Shares Board seats Veto rights on certain key actions Information rights Profit guarantee and price adjustment When to convert Rights of preferred shares Pre-emptive Right / Right of Participation Right of First Refusal Co-sale / Tag-along Drag-along Anti-dilution Down-side price protection – Full Ratchets or Weighed Average Non-compete covenants from controlling shareholders Put back option if IPO does not take place Confidentiality Founders’ guarantee Founders’ provision of security Founders’ indemnity Vendor sale at the time of IPO Placing after lock-up Issue of derivatives: warrants, exchangeable / convertible bond Repurchase by issuer Private Placements / Block Trade Repurchase by investee company Put back to founders Trade sale Forced trade sale Reverse takeovers Liquidation Hong Kong Regulatory Issues Listing Decisions Conversion Price “toxic convertibles” Lock-up Target SOEs Private Enterprise Structure Red Chip Direct Investment Investment in legal person shares Valuation Approval process Restrictions on disposal of promoters’ shares PRC Company Law – shares issued by a company prior to the public offering of shares shall not be transferred within one year from the Listing Date Management buy-outs Investment in H shares Discount on IPO Price Ping An Insurance (Group) Company of China Ltd. (2005) Goldman Sachs and Morgan Stanley invested in 1994 Dai-Ichi Mu