1、Legal Issues in Private Equity and Listings for Chinese Companies,16 October 2008,Speakers Profile,Mason Ching is the founder of Mason Ching to establish a FIE inside China and acquire control of assets inside China through that FIE; Foreign exchange registration Repatriation and use of funds,Provis

2、ions of the Ministry of Commerce, State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Industry and Commerce, Securities Regulatory Commission of China and the State Administration of Foreign Exchange on

3、 Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (2006Revision) Took effect on 8 September 2006 Applies to domestic enterprises only MOC and CSRC approval required for restructuring and oversea listing of a special purpose vehicle Share swap allowed Unwind after 12 months faili

4、ng listing,Private Enterprises (non-H Share Listing),Private Enterprises (non-H Share Listing),Notice of the General Affairs Department of the State Administration of Foreign Exchange on Printing and Distributing the Operating Rules for the Notice of the State Administration of Foreign Exchange on t

5、he Relevant Issues about Foreign Exchange Control over the Financing and Return Investment of Domestic Residents through Overseas Special Purpose Companies (No. 106 2007 of the General Affairs Department under the State Administration of Foreign Exchange) (國(guó)家外匯管理局綜合司關(guān)于印發(fā)國(guó)家外匯管理局關(guān)于境內(nèi)居民通過(guò)境外特殊目的公司融資及返程投

6、資外匯管理有關(guān)問(wèn)題的通知操作規(guī)程的通知(2007修改) 匯綜發(fā)2007106號(hào)) 2007-05-29,Successful Structure for Red-Chip,Original Shareholders do not retain control post-IPO Transfer of Assets Third party involvement,Case Study Solargiga Energy Holdings Limited (Stock Code 757),Solargiga After restructuring,Case Study Xingfa Aluminiu

7、m Holdings Limited (Stock Code 98),Case Study JES Singapore,Acquisition of assets, liabilities, operations and business Processing Agreement Restricted Cash Account Agreement Debt Repayment Agreement Fixed Assets Lease Agreement Entrusted Loan Agreement,Restricted for Foreign investment Fixed line T

8、obacco ICP Internet contents Mobile contents mobile phone entertainment Digital publication online game,Investing in Restricted Categories,Special Structure Need to consolidate accounts Loan agreement Option agreement Equity pledge Undertaking / power of attorney Technical service / business agreeme

9、nt Trade name and copyright license,Investing in Restricted Categories,Listing Decision LD 43-3 (2005),Direct Investment Vehicle Foreign-invested Enterprises EJV, CJV and WFOE Foreign-invested Joint Stock Companies RMB Fund Set up a WFOE,Direct Investment,Convertible Loan / Warrants Preference Share

10、s Series A or Series B Convertible Redeemable Voting,Direct Investment,Repurchase by issuer Private Placements / Block Trade - Measures for Administration of Strategic Investment by Foreign Investors in Listed Companies（外國(guó)投資者對(duì)上市公司戰(zhàn)略投資管理辦法） 2006-02-01 Put back to founders Trade sale Forced trade sale

11、 Reverse takeovers Liquidation - Measures for Liquidation of Enterprise with Foreign Investment,Direct Investment,RMB Fund,對(duì)外貿(mào)易經(jīng)濟(jì)合作部、科學(xué)技術(shù)部、國(guó)家工商行政管理總局、國(guó)家稅務(wù)總局、外匯管理局令2003年第2號(hào) （Promulgated by the Ministry of Foreign Trade and Economic Cooperation， Ministry of Science and Technology， State Administration

12、 for Industry and Commerce， State Administration of Taxation and State Administration of Foreign Exchange on 30 January 2003 and effective as of 1 March 2003.）,RMB Fund Regulations,the number of investors shall be more than two and less than 50， and there shall be at least one requisite investor as

13、specified in Article 7； the minimum amount of capital contribution a Non-legal Person Venture Investment Enterprise - US$10 million a Corporate Venture Investment Enterprise - US$5 million. having a clear organizational form； having a clear and legitimate investment direction； at least three profess

14、ional management personnel with experience in venture investment business； and other conditions stipulated by laws and administrative regulations.,RMB Fund Regulation,having venture investment as its main line of business； having cumulative capital under its management of not less than US$100 millio

15、n in the three years before the application， and at least US$ 50 million of which has been used for venture investment. having at least three professional management personnel with not less than three years experience in venture investment business； not have been prohibited by the judicial authoriti

16、es or other relevant regulatory authorities of their own countries from engaging in venture investment or investment and consultancy business，or subjected to penalty for reasons such as fraud； capital contribution - a Non-legal Person Venture Investment Enterprise 1%; a Corporate Venture Investment Enterprise - not less than 30%,Set up a WFOE,WFOE as investment vehicle,Consent of the Commerce Department Approval of supervisory department Approval of CSRC Shanghai stock exchange Shenzhen stock exchange Shenzhen SME,A Share Market asan Exit Channel,Regulatory ris