关于合作成立房地产私募基金及案例浅析.ppt

中海与工银国际合组境外房地产基金暨进行并购的案例分析 1 Management ofthe fund COLI and ICBC Fund Structure China Real Estate Funds 1 On March 17, 2010, COLI announced its intention to establish a US$250MM - US$500MM fund for the purpose of investing in real estate investments and/or projects development opportunities in the PRC with other co-investors By the first closing date, the fund is expected to have an aggregate capital commitment from the three JV partners (COLI, ICBCIIM and All Winwin) of not less than US$250MM Four JV entities, fund management company, general partner, investment advisor and special limited partner were formed on April 8, 2010. They will perform a range of functions including: Responsible for the day-to-day operations and management of the Fund Conducting and directing the business and affairs of the Fund and manages and controls the Fund’s operation Providing investment advisory and other administrative services to the Fund Management Company Acting as the special limited partner of the Fund and for the sole purpose of facilitating arrangements of the carried interest distributions arising from the investments of the Fund COLI All Winwin Fund Management Co. Investment AdvisorSpecial Limited Partner General Partner COLI Sub ICBCIIM ICBCIIM Sub 53% 100% 45% 10% 45% 50% 50% 100% 20% 80% JV Entities Formed Legend: JV Entities Harmony China Real Estate Fund(Cayman Island) COHL 2 COLI Fund ShenyangProj. HoldCo ShenyangProjCo ShenyangProject 51%(1) 65%(1) 49%(1) 100% COLI and ICBC Fund Acquisition Case Study China Real Estate Funds 2 Notes Through 100%-owned intermediate company(ies) COLI Fund Xi’an InterestHoldCo Xi’an ProjectCompany Xi’an Project 70%(1) 100%(1) 30%(1) 100% COLI Fund Qingdao Proj.HoldCo Qingdao ProjCo QingdaoProject 70%(1) 30%(1) 30%(1) 100% 35%(1) Morgan Stanley Research Commentary The disposal was undervalued. It raises concern on potential conflict of interests with minority shareholders of COLI Total unaudited NAV of these four project