By King & Wood Mallesons
No-one in private equity – wherever they are located – has been able to avoid the impact of financial market regulation over the last decade. Fund managers have been faced with new rules governing their marketing and their remuneration; investors have been forced
By Guo Sun Lee Hayden Flinn, King & Wood Mallesons’ Hong Kong Office
On 10 July 2015 the Hong Kong Legislative Council agreed to extend the existing profits tax exemption for offshore funds to PE funds. The new exemptions, set out in the Inland Revenue (Amendment) Bill 2015 (the “Bill”), will come into effect shortly when the Bill is gazetted and will apply to transactions carried out after 1 April 2015.
The amendments, designed to address the concerns of offshore PE funds and promote Hong Kong’s status as an asset management hub, broaden the existing exemption to cover transactions in securities of certain private companies incorporated outside Hong Kong, to remove the requirement to transact through SFO licensed entities for ‘qualifying funds’ and to extend coverage to include special purpose vehicles.
Continue Reading Amended profits tax exemption a welcome change for private equity funds
By John Sullivan Guo Sun Lee and Jerry Choi King&Wood Mallesons’ Singapore Office
As recent figures have shown, after a two-year slump, Asia Pacific’s private equity (PE) sector registered its best-ever performance in 2014, with both deal values and exit activity soaring to a new record of US$81 billion and US$111 billion, respectively (Bain &
作者：John Sullivan 李帼孙 蔡宗明 金杜律师事务所新加坡办公室
如近期数据显示，在两年的低迷之后，亚太私募股权（PE）领域在2014年展现了有史以来的最佳表现，交易金额与退出活动均飙升至新纪录，分别为810亿美元与1110亿美元（贝恩公司《2015年亚太私募股权报告》）。
仔细观察亚洲私募股权市场，在融资、交易与退出方面全方位地展现出令人鼓舞的迹象。提升的活动水平也已经在市场引发了有趣的趋势，许多普通合伙人（GP）采用新的策略与方法，力图在日益拥挤的市场里从同行中脱颖而出。
这些进展与前些年的挑战形成鲜明对比，在2011年前的高期望之后，分析人员将亚洲私募股权市场描述为“被现实打击”。然而，有待观察这些活动水平是否将延续至2015年及未来。
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By Xia Dongxia Yang Ting King & Wood Mallesons’ Dispute Resolution Group
In November, 2012, the Supreme People’s Court entered into the decision of retrial for HaiFu Investment Co., Ltd. v. ShiHeng Non-ferrous Recourses Recycling Co., Ltd. (hereafter referred to as the “HaiFu Investment Case”). This judgment made a distinction between signing a valuation adjustment mechanism (hereafter referred to as “VAM”) agreement with the target company and signing a VAM agreement with the shareholder. In essence, it confirms that a VAM Agreement between the investor and the shareholder is valid, whereas a VAM Agreement between the investor and the target company is invalid because such agreement would harm the interests of the company and its creditors. After that, the Supreme People’s Court, various people’s courts at the local level, and arbitration institutions dealt with a number of cases related to issues of VAM agreement under the Private Equity (hereafter referred to as “PE”) framework. A select number of such typical cases are summarized below:
Continue Reading Typical Cases Re Valuation Adjustment Mechanism Agreements post HaiFu Investment Co., Ltd. v. Shiheng Non-ferrous Recourses Recycling Co., Ltd.
By King & Wood Mallesons’ Banking & Finance Group
At the end of 2014, Shenzhen Municipal Government issued Pilot Measures on QDIE (Qualified Domestic Investment Enterprise), which makes PE funds to have another exit channel. To take this opportunity, we herein briefly introduce and comment on four relatively new forms of loans, and their respective entry and exit channels for PE funds which could be adopted by Shenzhen market, namely the cross-border RMB loans in Qianhai, RMB overseas lending, QFLP (Qualified Foreign Limited Partner), and QDIE. It is worth noting that these channels, such as cross-border RMB loans in Qianhai and QFLP, are not only limited for Shenzhen but also exist at other localities with small variations, while RMB overseas lending can be used throughout the country. As for QDIE, it is a unique channel to Shenzhen.
Continue Reading CHANNELS FOR CROSS-BORDER FUND
作者：程雪立 张宁 冯艾 杨晓荃 卓海 金杜律师事务所银行部
深圳市政府于2014年底出台了QDIE（Qualified Domestic Investment Enterprise，合格境内投资企业）试点办法，使PE资金又多了一个出境渠道。借此时机，我们在此对深圳市场上能够采用的四种较新的贷款和PE类资金进出境渠道，即前海跨境人民币贷款、境外人民币放款、QFLP（Qualified Foreign Limited Partner ，合格境外有限合伙人）和QDIE，进行简要的介绍和评述。值得指出的是，这些渠道，如前海跨境人民币贷款和QFLP,并不限于深圳，其它个别地方也有类似的渠道；而境外人民币放款可在全国通用；至于QDIE，则是深圳特有的渠道。
前海跨境人民币贷款
深圳人行于2012年12月27日颁布《前海跨境人民币贷款管理暂行办法》，并于2013年1月6日出台《前海跨境人民币贷款管理办法实施细则》，该办法和实施细则初步建立和完善了前海跨境人民币贷款制度。
Continue Reading 深圳的资金进出境新型渠道
By WACHTELL, LIPTON, ROSEN & KATZ：Adam O. Emmerich Robin Panovka David A. Katz；King & Wood Mallesons：Wang Kaiding Jing Gang Wang Lianghua
More than 40% of global M&A in 2012 involved acquirors and targets in different countries, including $170 billion of acquisitions in the U.S. by non-U.S. acquirors. Given the continuing accumulation of U.S. Dollars in emerging economies, many expect the trend to continue as Dollars are re-invested in the U.S. Natural resources will continue to be an important part of this story, including in the U.S., where substantial non-U.S. investment has been an important trend, as well as in resource-rich developed nations such as Canada and Australia, where non-domestic investment has lately been highly controversial.
Continue Reading Cross-Border M&A – Checklist for Successful Acquisitions in the U.S.
作为中国基金业和资本市场发展历史上的一个重要的里程碑，2004年6月1日正式生效的《中华人民共和国证券投资基金法》（“基金法”）至今已经历中国资本市场近八年的风雨洗礼。基于市场规范的需求，新基金法的颁布已进入倒计时阶段。
据悉，新基金法（修订草案）共十五章、一百零三条，在章节设计上增加基金组织形式、非公开募集基金的特别规定、公开募集基金的服务机构、基金业协会新的章节，并合并原来的基金份额的交易和申购与赎回两章。Continue Reading 《证券投资基金法修订草案》松绑与规范并行
By King & Wood’s Securities Group
Following the promulgation of the Notice on Further Regulating the Administration of Development and Filing of Equity Investment Enterprises in Pilot Areas (the "Pilot Rules") by the National Development and Reform Commission (the "NDRC") on 31 January 2011 and positive feedback from the six pilot areas, the NDRC is now determined to apply its administration and filing system to equity investment enterprises ("EIEs") across the nation.
On November 23, 2011, the NDRC promulgated its first set of nationwide rules on the administration of equity investment enterprises, the Notice on Promoting Regular Development of Equity Investment Enterprises (the "Notice"). The main objective of the Notice is to standardize the establishment and operation of private equity funds. This Notice evolved from the Pilot Rules and has addressed five major topics. Together with the Notice, the NDRC also issued a set of forms for filing and guidance for EIEs’ constitutional documents (i.e. guidance on articles of association/partnership agreement of EIEs, guidance on the fund raising prospectus, etc.).Continue Reading NDRC Standardizes Private Equity Funds Filing System
