This analysis is a brief introduction to some of the issues that arise when overseas PE funds make pre-IPO equity investment in PRC companies. For example, pushing an invested company to be converted into a company limited by shares and listed in China's A-share market has become an exit mode accepted by overseas PE funds.
Excerpt:
The rapidly-developing Chinese economy attracts overseas private equity (PE) funds to invest in China. Generally speaking, when overseas PE funds invest in PRC companies, they are not only concerned about the investment, but also pay close attention to the future exit modes. At present, pushing an invested company to be converted into a company limited by shares and listed in China's A-share market has become an exit mode accepted by overseas PE funds. Set out below is our brief introduction to some of the issues to which we would like to draw your attention when making pre-IPO equity investment in PRC companies by overseas PE funds:
Arrangement of Fixed Returns
In accordance with current PRC Company Law (Company Law), if the PRC company in which an overseas PE fund invests is an equity joint company with limited liability (EJV), the shareholders of the EJV can distribute the dividends in accordance with the agreed proportions.
In accordance with the Implementing Rules of the PRC Sino-foreign Co-operative Joint Venture Law, if the PRC company invested by an overseas PE fund is a cooperative joint venture company (CJV), it is allowed to increase the portion of foreign investors in proceeds distribution pursuant to the cooperative joint venture contract.