10:00-10:05 |
Opening Remarks |
|
K. O. Chia
President,
HKVCA |
10:05-10:45 |
Introduction to Private Equity
- What is private equity (asset class/business model)
- Types of PE transactions – VC, MBO, LBO, PTP
- Types of PE funds (seed stage, growth/expansion stage, pre-IPO, buyout, mezzanine, distressed)
- Differences between PE and hedge funds
- The role of the fund principal sponsors/general partners/investment advisers
|
10:45 – 11:05 |
Private Equity in Asia and the Impact of COVID-19
- Scope of Private Markets
- Developments and trends
- Impact of COVID-19
|
11:15 – 12:05 |
Established PE Funds
- Use of offshore domiciles or onshore LPF regime
- Fund structure (limited partnership/investment companies) & documents
- Functionaries (fund administrators, custodian)
- Regulatory issues on fund formation (licensing, securities laws, anti-money laundering issues)
|
|
Lorna Chen
Asia Regional Managing Partner & Head of Greater China,
Shearman & Sterling |
12:05 – 12:50 |
Legal Framework for Investing in China and Cross-border
- Potential New CSRC Regulations on Overseas Listing : Impact on Exit Options for PE funds
- Listing through deSPAC: Exit option for PE investors in China Headquartered Companies?
- Recently adopted cybersecurity regulations: Impact on data rich targets of PE investments in China
- Anti-Monopoly enforcement: Impact on China-based PE portfolio companies
|
|
Marcia Ellis
Global Chair,
Private Equity Group
Morrison & Foerster |
Module 2: Early Stage Investment
|
August 31 (Tuesday) | 10:00-12:10 |
|
10:00-11:00 |
Introduction and Overview of Early Stage Investment
How Investors Screen Deals: The Selection Process and Criteria
The Valuation of Early Stage Investment |
|
Gordon Yen
Founding Managing Partner,
Radiant Tech Ventures |
11:10-12:10 |
VC Post Investment and Exit |
Module 3: The Investment Decision
|
September 9 (Thursday) | 10:00-12:20 |
|
10:00 – 10:15 |
Deal Sourcing and Preliminary
- Right management?
- Right industry?
- Right company?
|
|
Ivan Chan
Executive Director,
Morgan Stanley |
10:15 – 10:30 |
Investment Committee Proposal |
10:30 – 11:10 |
Due Diligence
- Financial, legal and operational
- Due diligence procedures
|
11:20 – 12:20 |
Deal Financing
- Equity finance for acquisition vehicles
- Debt finance for acquisition vehicles
|
|
Queenie Ho
Partner,
Affinity Equity Partners |
Module 4: Valuation / ESG /
“High Level” Tax Issues
|
September 16 (Thursday)
10:00-12:40 |
|
10:00 – 10:50 |
Valuation Issues
- What is fair value?
- Private equity life cycle – Different motives for valuations
- Commonly used valuation approaches
- Discounts and premiums
- Considerations of recent pandemic on business valuation
|
|
Yvonne Dunn
Executive Director,
Ernst & Young |
10:50 – 11:40 |
ESG |
|
Alvin Lam
Principal,
CVC Capital Partners |
11:50 – 12:40 |
“High Level” Tax Issues
- Basic Consideration
- Indirect and direct transfer
- QFLP and QDLP
- Unified fund exemption regime & tax concession for carried interest
- Economic Substance rule
|
|
Patrick Yip
Vice Chair,
Deloitte China |
Module 5: Transaction Documentation
|
October 7 (Thursday)
10:00-12:40 |
|
10:00 – 10:50 |
Deal Protection and Risk Allocation Issues
- Protecting the deal via exclusivity arrangements and break / termination fees
- Allocating risk via warranties, indemnities, disclosures and other contract provisions
|
|
Bryan Koo
Partner of Corporate M&A & Private Equity Practice,
Clifford Chance |
|
Andrew Crook
Head of Corporate APAC,
Clifford Chance |
10:50 – 11:40 |
Non-leveraged Transactions/VC Transactions
- Term sheet
- Articles of association of target company: terms of shares/anti-dilution issues/transfer procedures
- Investment/subscription agreement and shareholders agreement: information rights, board representation, investor protection covenants
- Management carrots and sticks: milestones, ratchets, options, warrants, terms of service agreements/non-competes
- Other documents
- USD plus RMB funds – “dual” funds
|
|
Brian Lee
General Counsel,
FountainVest Partners |
11:50 – 12:40 |
Buyouts
- Term sheet
- Acquisition agreement
- Other documents
- Financial and security documentation
|
|
Matthew Puhar
Partner,
Akin Gump Strauss Hauer & Feld |
|
Naomi Moore
Partner,
Akin Gump Strauss Hauer & Feld |
Module 6: Post Investment
|
October 12 (Tuesday) | 14:00-17:00 |
|
14:00 – 15:20 |
Exit Strategies
- How to prepare for exits
- IPOs
- Secondary buyouts
- Trade sales
|
|
Michael Chan
Head of International Issuer Services,
HKEX |
|
Min Lin
Founding Partner,
NewQuest Capital Partners |
15:30 – 17:00 |
Management of Portfolio Companies
- Aligning interests of investors and management
- Value creation
- Corporate governance
- Monitoring reports
- Board/shareholders’ meetings
|
|
John Levack
Vice Chairman,
HKVCA |
|
KO Chia
President,
HKVCA |
Module 7: Tax/Fundraising
|
October 21 (Thursday) | 10:00-12:00 |
|
10:00 – 10:50 |
Fundraising
- Fundraising environment
- Why LPs invest in private equity
- Types of LPs that invest in PE funds
- What LPs expect of GPs
- How to approach LPs
|
|
Wendy Zhu
Managing Director,
AlpInvest Partners |
|
Jonathan Lee
Managing Director,
MVision |
11:00 – 12:00 |
Tax Considerations in Structuring PE Funds
- Typical Asia PE fund Structures & Tax considerations
- HK & Singapore – overview
- OFC; VCC and LPF
|
|
Sandy Fung
Partner,
KPMG |
|
Kasheen Grewal
Director, Deal Advisory & M&A Tax,
KPMG |
Module 8: Case Studies –
CVC/HKBN & Pacific Coffee
|
November 2 (Tuesday)
10:00-12:40 |
|
10:00 – 11:15 |
Pacific Coffee – Evolution of Business through PE Investment Rounds |
|
Roger King
Adjunct Professor of Finance,
HKUST |
|
Winnie Peng
Director of Tanoto Center for Asian Family Business and Entrepreneurship Studies, HKUST |
|
Oscar Chow
Managing Director,
Polaris Holdings |
11:25 – 12:40 |
CVC/Hong Kong Broadband – From MBO to IPO in < 3 Years |
|
Alvin Lam
Principal,
CVC Capital Partners |
|
NiQ Lai
Co-Founder & CEO,
Hong Kong Broadband Network Limited |
|
Roger King
Adjunct Professor of Finance,
HKUST |
|
Winnie Peng
Director of Tanoto Center for Asian Family Business and Entrepreneurship Studies,
HKUST |