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Chinese Capital Market Takeover and Restructuring Guide

Chinese Capital Market Takeover and Restructuring Guide

Author: Chengwei Liu
Publisher: Kluwer Law International
ISBN: 9789041132109
Published In: December 2010
Format: Hardback , 536 pages
Jurisdiction: China ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

Details

Although several useful entry guides to China for business investors have appeared in recent years, this is the first book to focus on a business strategy that is becoming increasingly important – and attractive – to businesses in China: the takeover and restructuring of a listed company. This practice orientated book has an additional value, moreover, in that it fully takes into account not only the relevant regulations, most of which were promulgated or updated from 2005 to 2010, but also the actual structures and procedures of nearly ninety announced deals, right up to September 2010.

In unprecedented details, the author, an experienced M&A lawyer, describes China specific takeover and restructuring cases involving foreign investors as well as state-owned shareholders on the Shanghai Stock Exchange, the Shenzhen Stock Exchange and ‘ChiNext’. The presentation and analysis covers such elements as the following:

• the standard bids, such as tender offers, negotiated transfers, indirect takeovers and subscriptions for new shares;

• the special accesses available to a foreign investor such as qualifying as a ‘strategic investor’ or ‘qualified foreign institutional investor’ (QFII);

• the particular situations where ‘state-owned shareholder’ (SS) is involved or where a share exchange occurs, including where a foreign investor subscribes by injecting, or acquires indirectly via, its ‘onshore foreign invested enterprise’;

• the basic restructuring approaches of a listed company – public offering and private placement; and

• the full meaning and significance of the ‘substantial asset restructuring’ (SAR), which may be asset purchases, disposals or swaps, or the SAR in special cases – merger or separation deals.

The author’s illustration of deal structures and step-by-step procedures, visualized in over 150 charts and checklists, gives the reader a clear path to follow through what can seem like a forbiddingly difficult process – a path rendered more secure by the deal histories presented.

For companies with operations in China, or considering such operations, as well as professionals advising on these companies, this book is a goldmine of crucially valuable information and guidance. There is nothing else available that comes close to its authority or expertise in this area.
List of Abbreviations

List of Charts and Checklist

List of Deals

List of Key Regulations

Introduction

Part I Takeover

Chapter 1 Tender Offer

Chapter 2 Tender Offer with Delisting Purpose or Risk

Chapter 3 Negotiated Transfer and Indirect Takeover

Chapter 4 Exemption of Offer and the 2% Creeper

Chapter 5 Change of Interests

Part II Takeover in Particular

Chapter 6 Transfer by State-Owned Shareholder (SS)

Chapter 7 Strategic Investment by Foreign Investor

Chapter 8 Takeover Involving Share Exchange

Chapter 9 QFII Investment

Part III Restructuring

Chapter 10 Private Placement (Designated or Price Bidding)

Chapter 11 Public Offering (Initial or Secondary)

Chapter 12 Substantial Asset Restructuring (SAR)

Chapter 13 Asset Purchase through Private Placement

Chapter 14 Merger (by Absorption) and Separation (through IPOs) Index