人民币基金的资料 WhyRMBFund.pptVIP

Why Establish an RMB Fund? Presentation to Lei Fu by O’Melveny Myers LLP September 5, 2007 Doing Deals from Offshore is Getting Harder and Harder Political / Nationalist Sensitivities Aversion to more foreign capital investment overheating RMB issues Competition from Domestic Investors, huge domestic liquidity China is pushing deals onshore Chinese government wants more “control” over domestic Chinese companies Offshore holding company structures can mean loss of tax revenues, loss of control of FX Government wants to develop a domestic financial services industry and deal flow Chinese Government Takes Policy Stepsto Increase Onshore Deals MA regulations SAFE 75 and related measures Ramps up domestic stock markets Pushes smaller H-Share offerings onshore as A-Share offerings or dual listings What do the MA Regulations Do? Before MA Regulations: As part of financings, domestic companies would be restructured so that all shareholders, including new investors, would hold shares in an offshore holdco (usually Cayman) which held Chinese WFOE For smaller deals, usually only provincial approvals were required. What do the MA Regulations Do? (continued) Under the new MA Regulations: Central MOFCOM approval is required for all deals where domestic persons acquire an affiliated domestic company through an offshore company they established or control. Central MOFCOM approvals are hard to get, and we are not aware of any that have been issued yet for such “round-trip” investments. Effect: Stoppage of inversion transactions What does SAFE 75 do? Local SAFE registrations are required for PRC residents to set up or control Offshore SPVs for the purpose of financing operations in China Non-compliance impacts not only the PRC resident investors, but also the Offshore SPV and its onshore subsidiaries, by prohibiting payment of dividends or distributions offshore, liquidations, share transfers, decreases of investment, etc. Recent SAFE 75 Implementing Rules indicate that: the