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How do the proposed FATCA regulations impact Asset Managers? (February 2012)
The Foreign Account Tax Compliance Act (“FATCA”) provide guidance on a number of specific implementation issues relevant to the asset management industry, and it is clear that a number of comments received from the industry were incorporated into the regulations. |
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Lessons learned from indirect share transfer cases made public by Chinese tax authorities (March 2012)
Since 2010, cases of local tax authorities taxing indirect share transfers have been reported intermittently on the official websites of local governments, tax authorities or the China Taxation News. To date, there are seven public cases, including the pre-698 Chongqing Case, which may show the increasing alertness of tax authorities to opportunities to tax indirect transfer, especially in cases where the business purpose of the structure is not obvious. This article summarizes the key facts of the seven cases and discusses the lessons that we may be able to learn from them. |
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NDRC Strengthens Regulation on Equity Investment Enterprises Nationwide (December 2011)
On December 8, 2011, the General Office of the PRC National Development and Reform Commission issued the Circular on Promoting the Compliant Development of Equity Investment Enterprises, which is the first nationwide rule that comprehensively regulates Equity Investment Enterprises established in the PRC. |
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HKEx Streamlines Rules Governing the Listing of Debt Securities Offered to Professional Investors (November 2011)
HKEx has recently issued its Consultation Conclusions on the Proposed Changes to Requirements for the Listing of Debt Issues for Professionals Investors Only, which amends the rules for listing debt securities offered to professional investors, and marks a significant step by the HKEx to enhance its attractiveness as a listing platform for debt securities. |
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Asia PE Investment (November 2011)
2011 Asia PE Investment by Nation and Top 10 PE Investments Deals |
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VIE Structures in China: What you need to know? (October 2011)
For more than a decade, the captive or “Sina-modal” structure has been adopted by foreign-invested PRC companies operating in industries subject to restrictions on foreign investment. The structure has become commonplace and is used by many of China’s most well known offshore-listed companies. |
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RMB Funds: Investment Learned and Best Practices (October 2011)
Today, the question for international investors is no longer "should we establish an RMB fund platform?" but rather "how many RMB fund strategies — and what kind — should we deploy?" |
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Foreign investors now permitted to use offshore RMB for investments into China (October 2011)
China has finally opened the door to allow foreign investors to make use of their offshore RMB for investments into China. |
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South East Asia PE Review (1H2011)
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The impact of new European regulations on non-EU based funds and managers (September 2011)
The new European super-regulator, ESMA, published its draft technical advice to the European Commission on implementing measures under the AIFM Directive with respect to "third countries". |
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MOFCOM Security Review and Interim Provisions (September 2011)
MOFCOM formalises security review procedures for foreign investment and promulgates interim provisions on assessing the impacts of concentrations. |
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Consolidation of investment fund accounts (September 2011)
Private equity and venture capital funds are invariably required to produce accounts for their investors, and (sometimes) for other audiences too – particularly regulators, and for filing on a public register. |
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Security review on foreign acquisitions to focus on substance of transactions (September 2011)
MOFCOM issued Announcement 53 on 25 August 2011. Announcement 53 provides formal guidance in respect of the detailed procedures of implementing a security review system and the relevant documentation requirement for foreign investors seeking to acquire Chinese enterprises. |
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Recent Developments on RMB Internationalization (August 2011)
Internationalization of RMB is the Chinese government’s long term objective. The 12th five-year plan emphasizes continued interest in making RMB a regional or global trade settlement currency. |
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India: Alternate Investment Fund Regulations (August 2011)
SEBI, the Indian Regulator, is seeking to amend regulations for alternate investment funds. One of the key questions which has arisen for fund managers is whether, from an India perspective, an offshore fund/ offshore manager would be governed by these regulations if the funds have invested in Indian entities. |
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SEC Adopts Final Dodd-Frank Adviser Registration Rules: Many Asian Advisers Will Need to File Reports with the SEC (September 2011)
On June 22, 2011, the U.S. SEC adopted final rules and rule amendments interpreting, among other things, exemptions from registration under the U.S. Investment Advisers Act of 1940, as amended introduced by theDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). |
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Statistics of M&A Deals (September 2011)
Statistics includes Annual Private Equity-backed M&A deals involving Asia ex Japan companies, Asia ex Japan as the acquirer for companies in the target nations PE-backed M&A, Asia ex Japan as the target for other nation PE-backed M&A, Acquisition Techniques for Asia ex Japan PE-backed M&A and PE-backed M&A by Target industry. |
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China Outlaws Bribery Overseas (August 2011)
China has joined a growing number of countries that are implementing new criminal laws to prohibit payment of bribes to foreign officials. In doing so, China is seeking to encourage good behavior among the growing number of Chinese companies doing business overseas. |
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Corporate Income Tax incentives for western regions extended by ten more years (August 2011)
The Ministry of Finance, the General Administration of Customs and the State Administration of Taxation jointly issued Cai Shui [2011] No. 58 (Circular 58) on 27 July 2011, setting out the Corporate Income Tax (CIT) and import duty incentives available for enterprises in the western regions. |
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Hong Kong’s Relief Under Double Tax Agreements (August 2011)
Since 2010, Hong Kong’s comprehensive Double Tax Agreements (“DTAs”) have adopted the 2004 Organisation of Economic Corporation and Development Model Exchange of Information article. This Tax Flash provides a brief update on the existing DTAs between Hong Kong and its international treaty partners. |
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Further clarification on tax residency status of China-controlled foreign enterprises (August 2011)
The State Administration of Taxation (SAT) issued the announcement [2011] No. 45 (Announcement 45) on 27 July 2011 to deal with various issues concerning China-controlled overseas-registered resident enterprises, such as the tax residency identification and Corporate Income Tax (CIT) administration matters. |
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PE-exits hitting a record-high in Asia (August 2011)
Private Equity-backed IPOs surge in Asia and Top 10 PE-backed IPO this year. |
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PBoC Issues Guidelines for Inbound FDI in RMB – PE Fund Opportunities (July 2011)
On 8 June 2011, the People’s Bank of China (PBoC) issued a new set of guidelines “Notice on Clarification of Cross-Border RMB Business Related Issues. |
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SEC Adopts Revised Qualified Client Standards for Performance Fees Under the Advisers Act (July 2011)
On July 12, 2011, the Securities and Exchange Commission (the “SEC”) issued an order raising the dollar amount thresholds advisory clients must meet in connection with performance-based or incentive fees charged by registered investment advisers…… |
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Government further clarifies registration requirements for Equity Investment Enterprises (June 2011)
On 21 Mach 2011, the National Development and Reform Commission published on its website documentation requirements for the registration of Equity Investment Enterprises, as well as standard templates/forms to be used in the registration process. |
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New SAFE Rule Circular 19 Reigniting Round-trip Investment in PRC (June 2011)
On May 27, 2011, the State Administration of Foreign Exchange of PRC (SAFE) issued Operating Instructions on Foreign Exchange Administration for Domestic Residents Engaging in Financing and Round-tripping Investment via Overseas Special Purpose Vehicles (“Circular 19”), which goes into effect on July 1, 2011. |
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Asia ex-Japan Private Equity Snapshot (June 2011)
China Introduces Private Equity Filing and Disclosure Procedures
Asia Pacific PE reaches USD 9.5 billion, China ranks 1st for PE in Asia Pacific and VC deals account for 50%. |
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Clarifications on circular guoshuihan [2009] 698 and other matters related to non-residents (May 2011)
On 29 March 2011, the PRC State Administration of Taxation ("SAT") issued Public Notice [2011]24 (“Notice 24”) to provide clarifications for certain unclear issues in relation to the reporting of indirect equity transfer stipulated under Circular Guoshuihan [2009]698 as well as other matters related to non-residents. In this Tax Flash, we will highlight the salient points of Notice 24. |
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New and Amended IFRSs : Accounting for subsidiaries, joint arrangements and associates, and disclosures of interests in other entities (May 2011)
The International Accounting Standards Board (IASB) has published a package of five new and amended standards which set out new requirements for consolidation, joint arrangements and disclosure of interests in other entities. |
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Financial Service European and International Update (May 2011)
This update summarises current regulatory developments in the European Union and the UK and certain other EU member states in the investment funds and asset management sectors in the past four weeks. |
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Update on Supervision of Private Equity in China (April 2011)
Update on Supervision of Private Equity in China
Various initiatives by different government agencies in China have stepped up efforts to enhance the development and supervision of Private Equity in the country. This analysis provides our understanding of the policies and the general direction of the supervision. |
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China Introduces Private Equity Filing and Disclosure Procedures (March 2011)
China Introduces Private Equity Filing and Disclosure Procedures
China's National Development and Reform Commission (NDRC) has moved to regulate the private equity sector in that country. This reflects increased interest from Central government authorities in ensuring there is adequate regulatory control over this growing investment sector. |
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MOFCOM Clarifies National Security Review Procedures (March 2011)
Following the announcement by China's State Council of a new national security review system for foreign M&A acquisitions, the Chinese Ministry of Commerce (MOFCOM) has issued supplementary implementing provisions. |
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New Pilot Program for Shanghai-based RMB Funds – Missing Pieces Falling into Place (February 2011)
In the latest regulatory development in the closely watched RMB partnership funds sector that has been taking shape over the past year, three Shanghai Municipal governmental agencies — the Shanghai Municipal Financial Service Office (“SFSO”), Shanghai Municipal Commission of Commerce (“Shanghai CoC”), and Shanghai Municipal Administration for Industry & Commerce (“Shanghai AIC”) — jointly announced on January 11, 2011, the Implementation Measures on the Pilot Program for Development of Foreign-invested Equity Investment Enterprises in Shanghai. The Pilot Measures provide helpful guidance for the formation and operation of foreign-invested RMB funds. |
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China Issues New Anti-Monopoly Rules and Procedures on Pricing Conduct (January 2011)
On December 29, 2010, China’s National Development and Reform Commission (“NDRC”), one of the three agencies responsible for enforcing China’s Anti-Monopoly Law (“AML”), issued new Anti-Price Monopoly regulations (“APM Rules”) that clarify the type of price agreements and pricing behavior prohibited by the AML. The NDRC also issued Administrative Enforcement Procedural regulations (“AEP Rules”) that illuminate the procedures and practices that will apply to investigations and proceedings related to anticompetitive pricing conduct. Both the APM Rules and AEP Rules become effective on February 1, 2011. |
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Statutory Obligation for Listed Companies to Disclose Price Sensitive Information (February 2011)
On 11 February 2011, the Hong Kong Government published its consultation conclusions on its proposal to enact legislation requiring listed companies to disclose price sensitive information. The Government is proceeding with the proposal, subject to minor amendments, and a Securities and Futures (Amendment) Bill is expected to be gazetted and introduced to the Legislative Council in the 2010/11 legislative session. |
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RMB funds update (February 2011)
New rules in effect in February 2011 represent an opportunity for certain sophisticated foreign managers and institutional investors looking to benefit from participation in Chinese private equity. |
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Economic Outlook of China 2011 (January 2011)
The Communist Party of China (“CPC”) Central Committee issued a Proposal on formulating the 12th Five-Year Plan (2011 to 2015) on the national economic and social development. This Proposal was adopted at the fifth Session of the 17th CPC Central Committee on 18 October 2010. Establishing a well-off society and developing China's economy would be the major objectives for the 12th Five-Year Plan. Changes in the accounting and auditing standards, the taxation policies as well as policies for foreign direct investments, outbound investment and internationalisation of Renminbi are anticipated. |
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China introduces new "National Security" foreign investment review (February 2011)
The State Council has announced the establishment of a system for review of national security implications of foreign direct investment, to take effect on 5 March 2011. Apart from imposing an additional condition on foreign investors engaging in M&A in China, the announcement represents a further attempt by the authorities to institute a formal system of foreign investment oversight. |
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Comment to the Securities and Exchange Commission (SEC) (January 2011)
HKVCA endorsed O'Melveny & Myers's letter to the SEC covering
i) The $25 million threshold for the “Foreign Private Adviser Exemption” should be increased to $100 million; ii) An alternative AUM calculation methodology that would address the fluctuation of asset and currency values should be adopted; iii) Fund Valuation Reporting should be kept confidential; iv) Summary of recommendations. |
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The Changing Regulatory Landscape (January 2011)
Over the last two years, there has been an incessant flow of new regulatory initiatives, largely as a response to the recent global financial crisis. The coming of the new year will mark the arrival of some key changes and a phase of ongoing origination, consultation and implementation that is set to continue for years ahead. |
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Advisers Act Registration and Reporting Under Dodd-Frank: Additional Guidance for Non-U.S. Private Fund Investors (December 2010)
The U.S. Securities and Exchange Commission (the “SEC”) recently proposed rules interpreting, among other things, exemptions from registration for (i) foreign private advisers (ii) advisers to private funds with less than $150 million in assets under management in the U.S., and (iii) advisers solely to venture capital funds which were introduced by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The SEC is seeking comments to the Release, and therefore the exemptions provided therein are subject to change. All comments to the Release must be submitted no later than January 24, 2011. |
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The new EU Directives on AIFM (November 2010)
On 11 November 2010, the European Parliament voted to approve the controversial new Directive on Alternative Investment Fund Managers by an overwhelming majority (513 to 92 votes), concluding many months of highly politicised and contentious negotiations among the European Union regulators, individual Member States, and the industry. |
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Fund and Asset Management update (November 2010)
In October, the Securities and Futures Commission began a one-month consultation to solicit public comments on a proposal to refine the requirements for evidencing whether a person qualifies as a high-net-worth professional investor. This is particularly relevant for managers who target professional investors as clients. |
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The administrative measures of enterprise income tax treatments of corporate reorganization by RSM Nelson Wheeler (September 2010)
The State Administration of Tax issued on 26 July 2010 "The Administrative Measures of Enterprise Income Tax Treatments of Corporate Reorganization" ("SAT Announcement [2010]4") to clarify certain ambiguities contained in Circular Caishui [2009]59 and to provide guidance on the restructuring, filing and documentation requirements. This SAT announcement becomes effective from 1 January 2010. |
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Tax authorities move to strengthen management of export VAT refund process (September 2010)
The Chinese State Administration of Taxation issued guidance on 30 Aug, 2010 that enhances the steps the tax authorities can take to prevent export VAT refund fraud. The Measures are effective as from 1 September, 2010. |
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SAT clarifies income tax treatment of losses from equity investments (October 2010)
The State Administration of Taxation (SAT) issued a bulletin on 28 Jul, 2010 concerning the timing of deductions for losses on equity investments for enterprise income tax purposes. |
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HK's Double Treaty Network (August 2010)
To remain as an international financial and commercial centre, it has become important for HK to promote its transparency in tax administration and become a double tax treaty network jurisdiction in the international community. HK government is now committed to entering into more comprehensive double taxation agreement ("CDTAs") with other major trade and investment countries. |
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China taxes indirect transfer of PRC company by nonresident (July 2010)
Investors into Chinese companies, when making their investments, have always considered the option of using intermediate holding companies through which to hold their investments in those Chinese companies. To date, the majority of investors, in fact, do so. The decision of the Chinese tax authorities in the recently reported Jiangsu case underlines the need for investors who have used intermediate holding companies to hold their investments in Chinese companies to revisit their decisions; urgently, if the amount of tax payable on the disposal of the intermediate holding company is a significant factor in the investment decision. |
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Hong Kong SAR Signs Comprehensive Double Taxation Agreements with U.K. and Ireland (July 2010)
Hong Kong concluded comprehensive double taxation agreements ("DTAs") with U.K. and Ireland on 21 June 2010 on 22 June 2010 respectively. The new DTAs provide U.K. and Ireland investors with greater certainty as to their tax liabilities in connection with cross-border investments with Hong Kong and vice versa. This article covers the key tax benefits of the DTAs and provides a comparison of tax treatment of dividends, interest and royalties in Hong Kong's DTAs with key European holding jurisdictions. |
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SEC registration for non US advisers under the Dodd-Frank Act (July 2010)
President Obama has now signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act are amendments to the SEC registration threshold for investment advisers which are likely to impact a very large number of non US fund managers who were not previously required to register with the SEC. |
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Tax administration on foreign companies deriving income through PRC establishments (April 2010)
A number of tax circulars have recently been issued by the PRC State Administration of Taxation strengthening tax administration of foreign companies deriving income through local establishments in China. |
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SAT makes changes to rules governing recognition and administration of general VAT taxpayers (May 2010)
The State Administration of Taxation (SAT) recently issued new Administrative Measures as well as Notice which were issued pursuant to the Provisional Regulations on VAT and their implementation Rules as amended at the end of 2008. |
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China continues to encourage foreign investment (May 2010)
China’s State Council released a new opinion relating to inbound foreign investment policy amidst concerns from foreign firms that they face an increasingly difficult business environment in China in the wake of the recent Google and Rio Tinto incidents. |
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Private Equity faces the future : Candid views from the market (May 2010)
This white paper delivers insight into the challenges and opportunities that lie ahead for the private equity asset class. The research focuses on Limited Partners (LPs) and General Partners (GPs) -- how these market participants are engaged with the asset class and how they see both their own programmes and the market changing over the next several years. |
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Holding Structure for Outbound Direct Investment from China (May 2010)
According to Chinese Ministry of Commerce (MOFCOM) data, in the first 2 months of 2010, Chinese investors set up 693 overseas enterprises in 89 foreign countries and jurisdictions, with MOFCOM approval. The outbound direct investment (ODI) in these enterprises amounts to US$4.66 billion, and demonstrates rapid growth, as it already exceeds the ODI for the first quarter of 2009. |
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PRC Non-resident Enterprise Tax : Beneficial Ownership & Indirect Disposals (May 2010)
This article discusses the principles that appear to underlie the recently introduced tax circulars of the State Administration of Taxation, and will also address the major issues and potential risks areas for investors, as well as some possible solutions or remedial actions that investors could consider to adopt in order to navigate through this increasingly complex area of China tax law. |
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Alternative Fund Update (May 2010)
The Monetary Authority of Singapore (MAS) has released its long awaited Consultation Paper on its review of the regulatory regime for funds management firms, including exempt fund managers. The focus of this Update is on the proposals for alternative funds managers who currently operate as exempt fund managers, including hedge fund managers and VC/PE firms. |
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Merger & Acquisition Review – First Quarter 2010
Summaries the rankings of the worldwide announced M&A and breakdown into different regions, industry and financial advisors. |
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Emerging Markets M&A Review – First Quarter 2010
Reveals the activity of the announced M&A of various emerging markets, such as India, Latin America, Russia, Eastern Europe, China and so on. |
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MOFCOM further clarifies merger notification and review process (March 2010)
Highlights the major provisions of the on the Notification of Concentrations of Undertakings and Measures on the Review of Concentrations of Undertakings published by the Anti Monopoly Bureau (AMB) of China's Ministry of Commerce (MOFCOM) as well as significant differences from the drafts released in January 2009 for public consultation. |
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Recent changes affecting representatives offices in China (March 2010)
Outlines the “Notice on Further Strengthening the Administration of Foreign Enterprise Representative Office Registration” issued by the PRC government which came into force with immediate effect. The new rules indicate an intention to tighten the existing regulatory regime, with increased scrutiny on compliance. |
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Update on Foreign-Invested Partnerships in China (March 2010)
With the official launch of the new structure for foreign investment in China – the foreign-invested partnership (FIP), this article outlined the approval process, the flexibility offered and the establishment of foreign-invested fund of FIP. The article concluded that the FIP Measures and FIP Registrations successfully address many of the regulatory uncertainties that have traditionally served as threshold obstacles for the establishment of onshore investment funds in China. |
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Reliefs under Double Tax Agreements (February 2010)
This article summarizes recent tax regulations of China concerning the relief under Double Tax Agreements (DTA) and equity transfers in PRC companies. It also suggests that qualified treaty resident enterprise and individuals who wish to take advantage of DTA relief should take immediate action to apply for approval or file for record as the authority may tighten the regulations. |
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The Global Venture Capital and Private Equity Country Attractiveness Index 2009-2010
The study provides a ranking of 66 countries, different regions, and a thorough analysis of the countries’ weaknesses and strengths in terms of economic activity, capital markets, taxation, investor protection, entrepreneurial culture and opportunities among other areas of interest to investors. |
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Illustrative International Financial Reporting Standard (IFRS) financial statements 2009 for Private Equity Funds
This publication provides an illustrative set of financial statements with notes on accounting policies, financial risk management, critical accounting estimates and judgments, interest income and so on, which are prepared in accordance with IFRS. |
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An update on interpretation by the Inland Revenue Department on the Locality of Profit of the Hong Kong Profit Tax (January 2010)
The report updates on the Inland Revenue Department current practice on assessing source of profits, its interpretations on the judgment/decisions of recent court cases and updates its view on the locality of profits. |
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Q3 2009 US Private Equity Performance Index
The index indicates US PE performance showed positive return across all investment horizon five years and longer for the period ending 30 Sept, 2009. |
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Chinese Regulators Dismantle Major Barrier for Foreign-Sponsored RMB Funds (November 2009)
Chinese regulators in the last few days have reached an agreement to permit general partners organized in Shanghai Pudong to convert foreign currency into Chinese currency (“RMB”) for investment in their own RMB-denominated Funds. |
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China Update: GAPP Regulations (October 2009)
GAPP Issues Notice Further Restricting Foreign Participation in China's Internet Gaming Industry. |
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International Private Equity and Venture Capital Valuation Guidelines (September 2009)
Endorsed by 37 associations of venture capital and private equity industry around the world, the guidelines represent the current best practices on the valuation of VC/PE investments. |
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EU and US regulatory changes from the Asian Perspective (June 2009)
An overview of proposed legislations in US and EU and their impact on Asian private equity and hedge funds managers. |
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