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.doc

;Legal Issues in Private Equity and Listings for panies;
Mason Ching, LL1>.M.
Principal
Mason Ching & Associates
16 October 2008
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
Form of Private
Equity Investment
Board seats
Veto rights on certain key actions
Information rights
Profit guarantee and price adjustment
When to convert
Rights of preferred shares
Terms of investment
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
Protective Provisions
pete covenants from controlling shareholders
Put back option if IPO does not take place
Confidentiality
Founders’ guarantee
Founders’ provision of security
Founders’ indemnity
Protective Provisions
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
Exit - IPO
Repurchase by pany
Put back to founders
Trade sale
Forced trade sale
Reverse takeovers
Liquidation
Exit– Aborted IPO
Hong Kong Regulatory Issues
Listing Decisions
Conversion Price
“toxic convertibles”
Lock-up
Target
SOEs
Private Enterprise
Structure
Red Chip
Direct Investment
Investing into China
Investment in legal person shares
Valuation
Approval process
Restrictions on disposal of promoters’ shares
pany Law – shares issued by pany prior to the public offering o