no Overseas Equity Transfer in Cross border Transaction【DOC精选】.doc

Case: Overseas Equity Transfer in Cross border Transaction Client: The Top Three Carpet Manufacturer in the World Industry: Manufacturing Background The client is ranked top three as a carpet manufacturer world wide. A member of the group company has been listed in Germany with a good momentum of growth. Along the constant development and expansion of the enterprise, the client company’s shareholding structure lacks corresponding adjustments. On account of Manivest Group’s outstanding performance in the respect of company structure planning, the client would like to obtain a comprehensive solution regarding its overseas shareholding adjustments from Manivest. Manivest’s Professional Advice Upon the official entrustment of the client, the professionals within Manivest Group inspect and assess the current shareholding structure of the client company (especially overseas shareholding structure). We find that the current corporate equity structure and holding pattern are defined by the natural person A and B each holding 100% shares within the Hong Kong (HK) company C and D, who hold the stock equity of the German listed company together with a foreign natural person E. To adapt the needs of the development of the company, the client desires to integrate the stock equity indirectly owned by A and B with reasonable and lawful equity replacement of overseas companies. To integrate the equity, Manivest Group suggests the client the following: Jointly set up a HK company F by C and D. F will be the largest shareholding of the German listed company after the ownership adjustment by directly holding shares. Increase capital for the newly set up HK company F to procure the share exchange conditions between C and D. After the capital is increased within HK company F, HK companies C and D will transfer their shares within the German listed company to F. As consideration, HK company F will allot the increased shares to HK companies C and D at the nominal