HKVCA Private Equity Fundamentals Course 2024 – Module 4: Transaction Documentation

VENUE DETAILS

The HKVCA’s signature Private Equity Fundamentals Course returns in full in 2024, with five newly updated modules that have been purposefully designed to provide participants with deep knowledge and the ability to examine and analyze private equity and venture capital. The course is highly relevant for professionals new to the industry and for those who may have wide experience but are seeking to update their skills. It is also highly relevant for those who may have previously completed the course but now require a refresher given recent and substantial changes to regulations and an investment environment that is constantly evolving.

Delivered by the industry’s foremost experts, the modules cover the entire investment process, from fund-raising strategy and distribution of returns to buyouts and exits, dealing with such issues as fund strategies, tax, marketing, deal making, ESG, and management of portfolio companies.

Who should enrol? 

Experienced industry professionals looking to refresh their skills 

Successful PE and VC professionals are adept at managing the shifting business environment between GPs and LPs, as well as GPs and their investees. At the same time, regulations and the investment environment are constantly changing. As a result, the HKVCA regularly updates the Course’s curriculum and contents, providing industry professionals with the most efficient way to equip themselves with the latest industry tools to address specific challenges and a deeper understanding of investment opportunities in the industry. 

New entrants to the profession 

The Private Equity Fundamentals Course features seven structured modules that have been specially designed to provide participants comprehensive information as well as thorough analysis of the private equity and venture capital industry. The program provides opportunities for candidates to deepen their understanding of the private investment market and help them acquire relevant fundraising and exit knowledge in a complex market.  

Co-host:

Module 3 sponsor:

HKVCA Member Non-Member
Per Module HK$1,800 HK$3,600
All 5 Sessions HK$8,100 HK$16,200

Group Discount: Register in a group of 3 persons or more from the same company and enjoy a 10% discount.

Check
Our check payable to the “Hong Kong Venture Capital and Private Equity Association Ltd” or “HKVCPEA Ltd”

Remittance (net of any bank charges)
Our payment slip of remittance (net of any bank charges) to the following bank account:
  • Bank: The Hong Kong and Shanghai Banking Corporation Limited, Hong Kong, Head Office
  • Account name: Hong Kong Venture Capital And Private Equity Association Ltd
  • Account no.: 567-614755-001 (Swift code: HSBCHKHHHKH)
  • Please provide a payment slip for our records. All bank charges should be pre-paid.

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    Faster Payment System (FPS)
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  • FPS E-mail: fps@hkvca.com.hk
  • Account name: Hong Kong Venture Capital And Private Equity Association Limited
  • Terms & Conditions
  • Online passes may not be used for in-person attendance. For those with online passes who would like to attend in person, please email hkvca@hkvca.com.hk at least three (3) working days prior to the event. The Association will confirm your in-person attendance if there is space available. No refunds will be provided for cancellations.
  • Registration must be followed by payment to secure your place. Registrations will be confirmed upon receipt of payment. Should you require an invoice, please contact us.
  • Cancellations must be made in writing at least 7 working days prior to the event. No refunds will be made thereafter.
  • Information is subject to change. The HKVCA retains the right to make changes as it deems necessary.
  • Seats are limited on a first-come-first-served basis and priority will be given to HKVCA members.
  • Free pass no shows will be charged full price.
  • Registrants are reminded that slides produced by event speakers may not be available to attendees. Where slides are made available, only those who actually attend will have access to the slides and only upon completion of the event.
  • Please be advised that there will be no recording available for this event.
  • To avoid technical problems, online participants should log in to Zoom using the email address they provided when registering for the event, in case an online option is available.
  • Participants are hereby reminded that they are required to join the event at the beginning and remain until completion of the full event if they intend to claim all CPT (SFC licence) hours the event provides.
  • The Hong Kong Securities and Futures Commission (HKSFC) approved the Hong Kong Venture Capital And Private Equity Association (“HKVCA”) as a recognized institution for providing CPT (Continuous Professional Training). Registrants may claim CPT points on the captioned event if their employers consider this event to be relevant to the functions performed by them. Registrants should note that their employers, as the corporate license holder of your SFC registration, are responsible for determining whether our courses/events satisfy CPT requirements.
  • CPD points can be claimed after attending the event. Participants must follow the start and finish times as stated, otherwise CPD points may be deducted.
  • Participants who would like to claim CPD points have to update their Mandatory CPD Training Records with the CPD points for the course.
  • Module 1: PE Basics concepts, VC, Growth Capital & Buyout Asset classes

    September 12, 2024 (Thursday)

    9:30 – 10:10 Introduction to Private Equity
  • How does private capital fits in the financial asset class
  • The impact & role of PE in the wider society beyond financial services sector
  • Types of PE transactions – VC, MBO, LBO, PTP
  • Types of PE funds (seed stage, growth/expansion stage, pre-IPO, buyout, mezzanine, distressed)
  • The role of the fund principal sponsors/general partners/investment advisers
  • Potential Career Paths in Private Capital Sector
  • K. O. Chia,
    President,
    HKVCA Institute
    for Private Capital
    10:10 – 11:10
  • Introduction and overview of early-stage investment
  • How early-stage investors screen deals: The selection process and criteria
  • Valuation of early-stage investment
  • VC post investment
  • Gordon Yen,
    Founding Managing Partner,
    Radiant Tech Ventures
    11:20 - 12:20
  • Introduction and overview of Growth Equity and Buyouts
  • Key considerations between growth vs buyout deals
  • Skills required in growth and/or buyouts transactions
  • Quick brief on deal screening; valuation as well as post investment management (AI/Database, briefly)
  • Eric Xin,
    Managing Partner,
    Trustar Capital

    Module 2: The Investment Decision

    September 20, 2024 (Friday)

    10:00 – 11:00
  • Deal Sourcing/ Preliminary Assessment of a Potential Deal
  • Investment Committee Proposal
  • Due Diligence
  • Philip Hu,
    Founding Member &
    Managing Director,
    Primavera Capital

    Renee Song,
    Executive Director,
    Primavera Capital
    11:10 – 12:10 Deal Financing
  • Equity finance for acquisition vehicles
  • Debt finance for acquisition vehicle
  • Lawrence Lim,
    Managing Director,
    EmergeVest
    12:20 – 13:10 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
  • Julia Lee,
    Associate, Hong Kong,
    Morrison Foerster

    Yilong Luo,
    Associate, Hong Kong,
    Morrison Foerster

    Module 3: Valuation & Tax Issues

    October 3, 2024 (Thursday)

    9:30 – 10:20 Valuation Issues
  • What is fair value?
  • Private equity life cycle: Different motives for valuations
  • Commonly used valuation approaches
  • Discounts and premiums
  • Impact of the pandemic on business valuation
  • Kevin Lai,
    Partner,
    Valuation & Modelling Services,
    Hong Kong,
    KPMG
    10:30 – 11:20 “High Level” Tax Issues
  • Basic considerations
  • Indirect and direct transfer
  • QFLP and QDLP
  • Unified fund exemption regime and tax concession for carried interest
  • Economic substance rule
  • Patrick Yip,
    Vice Chair,
    Deloitte China
    11:30 – 12:40 Compliance Matter in Private Equity
  • HK Licensing Regime
  • Compliance and Key Considerations
  • AML/CTF Key Concepts
  • Management and Disclosure of Climate-related Risks
  • Risk Management Guidelines
  • Conducting due diligence on private companies
  • Market Misconduct
  • SFC Enforcement
  • Noah Gellner,
    Managing Director,
    Stonepeak Capital

    Module 4: Transaction Documentation

    October 9, 2024 (Wednesday)

    10:00 – 11:00 Established PE Funds
  • Use of offshore domiciles or onshore LPF regime
  • Fund structure (limited partnership/investment companies) and documents
  • Functionaries (fund administrators, custodian)
  • Regulatory issues on fund formation (licensing, securities laws, anti-money laundering issues)
  • Lorna Chen,
    Co-Managing Partner of Greater China & Regional Co-Head of Funds and Asset Management, CEMA*,
    A&O Shearman
    11:10 – 12:00 Non-leveraged Transactions / VC Transactions
  • Term sheets
  • 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
  • Brian Lee,
    General Counsel,
    FountainVest
    12:10 – 13:00 Buyouts
  • Term sheet
  • Acquisition agreement
  • Other documents
  • Financial and security documentation
  • Wayne Bannon,
    Managing Director and General Counsel, Asia,
    The Carlyle Group

    Module 5: ESG, Portfolio Management & Exit Strategies

    October 16, 2024 (Wednesday)

    10:00 – 11:00 Post-Investment Management
  • Why Portfolio Management is Important
  • Value Creation Levers
  • Corporate Governance, Management and Alignment
  • Monitoring Reports and Tools
  • Control vs. Minority Investments
  • Key Lessons Learned
  • Queenie Ho,
    Partner,
    Affinity Equity Partners
    11:10 – 11:55 ESG and DEI Rebekah Earp,
    ESG Director,
    CVC Capital Partners
    12:05 – 13:05 Exit Strategies
  • Trade sales
  • Secondary
  • IPOs
  • Continuation Vehicle
  • Grabiel Li,
    Managing Partner &
    Investment Committee Member,
    Orchid Asia Group Management

    Instructors' bio

    Queenie Ho

    Queenie Ho

    Partner, Affinity Equity Partners

    Queenie Ho is a Partner and Head of Investor Relations at Affinity Equity Partners. Queenie joined Affinity in 2004. She is a Member of the Investment Committee, and Valuation and Portfolio Review Committee of Affinity.  She currently serves on the board of directors of Plaza Premium Group. Before joining Affinity, Queenie was a management consultant at McKinsey & Company. Queenie holds a BSc in Economics with first-class honours from the London School of Economics, a MPhil in Finance with distinction from the University of Cambridge and an MBA from Harvard Business School.

    Lorna Chen

    Lorna Chen

    Co-Managing Partner of Greater China & Regional Co-Head of Funds and Asset Management, CEMA*, A&O Shearman

    Lorna has 28 years of experience across the United States, Europe and Asia in the corporate law area, including 24 years in the investment funds and private equity field. She advises clients in the structuring, restructuring, formation and operation of alternative investment products, including private equity funds, venture capital funds, hedge funds, real estate funds, funds of funds, project funds and co-investment structures.

    Lorna has extensive experience in cross-border transactions representing top global institutional clients such as the world’s major sovereign wealth funds, wealth management platforms, commercial and policy banks, insurance companies, as well as family offices and start-up companies.

    Lorna is a frequent speaker at major regional conferences and is regularly interviewed by the financial media in Asia. She has also been consistently rated a leading lawyer by various independent ranking publications.

    *CEMA: Continental Europe, META and APAC

    Wayne Bannon

    Wayne Bannon

    Managing Director and General Counsel, Asia, The Carlyle Group

    Wayne Bannon is General Counsel for The Carlyle Group in Asia. The Carlyle Group opened its first office in Asia in 1998 and has nine offices across seven countries with dedicated investment teams operating across buyout, growth capital, leveraged loans, and energy sectors. Carlyle has invested over US$18bn across Asia since 1998. Wayne joined Carlyle in 2007 having previously worked for a number of years in Tokyo as regional counsel for the Securitized Products Group and the Leveraged Finance Group of a US Investment Bank and prior to that position Mr. Bannon worked in the London, Tokyo and Hong Kong offices of the international law firm Allen & Overy LLP.

    Rebekah Earp

    Rebekah Earp

    ESG Director, CVC Capital Partners

    Rebekah joined CVC in June 2022 and is part of the Asia Operations team, which is involved throughout the ownership of portfolio companies to drive value creation and continued improvement. Prior to CVC she has spent the last 15 years in the region leading ESG integration in both public and private companies. She specializes in building ESG teams, expertise, governance, strategies and initiatives, as well as advising boards and C-suites on ESG matters.
    Patrick Yip

    Patrick Yip

    Vice Chair, Deloitte China

    Patrick Yip, an experienced international tax partner, is Vice Chair of Deloitte China. He specializes in US International taxation, China-Hong Kong cross-border taxation and structuring M&A transactions. His clients include some of the largest private equity funds, sovereign funds and multinational companies in China and the US. He also advises high-net worth individuals on multijurisdictional trust and estate planning. In addition, he is a specialist in FATCA and CRS.

    Patrick previously worked in San Francisco (in another Big 4 firm’s International Tax Group) and at Deloitte US’ Washington National Tax Office (International). He regularly speaks at seminars and conferences and is widely published and frequently interviewed by the press. He has been involved in tax policy discussions with both the Hong Kong and Chinese tax authorities. He is fluent in English and Chinese (Cantonese and Mandarin).

    He graduated from the University of Texas at Austin with an MPA Degree in Taxation (Highest Honors) and a BBA Degree in Accounting (High Honors). He completed the Senior Executive Program for China at Harvard Business School. He also has an MBA degree (Hons) from the University of Chicago and a law degree (Hons) from the University of Cambridge.

    He is a member of the AICPA and HKICPA. He won an award in the State of Texas for his CPA exam results. He was named by International Tax Review as a Leading Individual in Tax.

    Lawrence Lim

    Lawrence Lim

    Managing Director, EmergeVest

    Lawrence Lim is a Managing Director at EmergeVest, with responsibilities across investment origination, execution and portfolio management.

     

    Mr. Lim has over 17 years of experience across private equity, investment banking and corporate finance. Prior to joining EmergeVest, Mr. Lim was an investment banker with leadership roles across sector coverage, leveraged finance and mergers and acquisitions (M&A), executing over US$50 billion of transactions for corporate and private equity clients globally. Mr. Lim was Head of Transportation and Logistics Investment Banking, Asia at Deutsche Bank, where he spent seven years across offices in New York and Hong Kong as part of the Industrials & Infrastructure Investment Banking, Consumer & Retail Investment Banking, and M&A divisions. Prior to Deutsche Bank, Mr. Lim worked at Nomura, UBS and Wachovia Securities.

    Mr. Lim graduated from the University of Virginia with a BSc (Distinction) in Systems and Information Engineering.

    Kevin Lai

    Kevin Lai

    Partner, Valuation & Modelling Services,
    Hong Kong, KPMG

    Kevin has more than fifteen years of experience dealing with valuation advisory and financial reporting issues (both IFRS and US GAAP) associated with complex transactions, including consolidations, mergers and acquisitions, financial instruments, derivatives and stock compensations. He has extensive experiences in reviewing and building financial models for both financial reporting and investment purposes for various sectors.

    He has provided valuation advice to large corporations, private equity investors and bankers on capital markets and corporate finance transactions. He has also participated in numerous giant M&A deals and IPO cases in the US, China and Hong Kong.

     

    Brian Lee

    Brian Lee

    General Counsel, FountainVest Partners

    Brian Lee is the general counsel of FountainVest Partners, a leading China focused private equity firm.

    FountainVest’s investments are long-term oriented and target high-growth industry leaders both in China and in businesses having a strong China nexus. Its core focus is to invest in the Consumer, Healthcare and Industrial & Business Services sectors. FountainVest works closely with management teams to create value in the areas of strategy, operations, human resource management, finance, industry consolidation and governance.

    Prior to joining FountainVest, Brian was working in the Hong Kong office of a well-known offshore law firm. His legal experience includes (i) corporate finance and corporate restructuring matters such as fundraising transactions for venture and private equity investments, mezzanine and pre-IPO financing, IPOs on global stock exchanges such as Hong Kong, Nasdaq, NYSE, China A-share, Singapore and London, note and bond issuances of listed and unlisted entities, mergers and acquisitions, takeovers and privatisations, backdoor listings and company reorganisations; and (ii) fund-related matters such as the structuring and establishment of offshore private equity and venture investment funds. He had also previously worked in the investment banking and legal fields in Singapore and as a venture capitalist in Shanghai focused on China-related investments. He received a bachelor of laws (honours) degree from the University of Bristol.

    K.O. Chia

    K.O. Chia

    President, HKVCA Institute for Private Capital

    Mr Chia brings 40+ years of diverse international experience as family office C-suite executive, venture capitalist, entrepreneur and corporate executive in the technology and consumer sector across Asia, Europe and U.S.

    Julia Lee,

    Julia Lee,

    Associate, Hong Kong, Morrison Foerster

    Julia’s practice spans across cross-border M&A, joint ventures, as well as private equity.

    Prior to joining Morrison & Foerster, Julia was an associate in the Hong Kong office of a major international law firm.

    Julia is fluent in English, Cantonese, and Mandarin.

    Yilong Luo

    Yilong Luo

    Associate, Hong Kong, Morrison Foerster

    Yilong’s practice focuses on mergers and acquisitions, private equity investments, as well as other general corporate matters.

    Yilong received a J.D. cum laude from Cornell Law School in 2017, where he was a notes editor of the Cornell Law Review.

    Yilong is a Registered Foreign Lawyer with the Law Society of Hong Kong. Prior to joining MoFo, he practiced in New York and London as an associate of two leading international firms. He is fluent in Mandarin and English.

    Grabiel Li

    Grabiel Li

    Managing Partner & Investment Committee Member, Orchid Asia Group Management

    Gabriel Li is the CEO, Managing Partner & Investment Committee Member of Orchid Asia Group Management, Limited (“Orchid Asia”), a private equity firm focused on investing in Asia specifically China over the past 20+ years. He led the first round investment in Ctrip International (Nasdaq: CTRP) and Eachnet (sold to EBAY) for Orchid Asia. He is also currently the Vice Chairman of the Board and Director of Ctrip, the largest travel reservation services company in China. Gabriel is an ex-director of Autohome Inc. (Nasdaq: ATHM), the leading online trading platforms for automobile. He is also an ex-director of Lifetech Scientific Corporation (HKSE: 8122), ex-director of Zhaopin (Nasdaq: ZPIN), the leading online recruitment company in China and an ex-director of Sangfor Technologies Inc (300454.SZ), the largest independent cyber security in China. Gabriel is currently the Director of Nirvana Asia Ltd, Qeeka Home (Cayman) Inc.

    Gabriel graduated summa cum laude from the University of California at Berkeley, earned his M.S. magna cum laude from the Massachusetts Institute of Technology and his M.B.A. from Stanford Business School.

    Philip Hu

    Philip Hu

    Founding Member & Managing Director, Primavera Capital

    Philip is a Founding Member and Managing Director of Primavera Capital. He sits on the Leadership Committee, Investment Committees, Strategic Partnerships Committee, Portfolio Management Committee, ESG Committee, Operations Committee, among others. His board experience has been across for-profit and non-profit sectors.

    Prior to Primavera, he held positions in investment banking based in Hong Kong and in a hedge fund based in San Francisco.

    He holds a Bachelor of Science from Cornell University.

    Globally, Primavera Capital manages USD20 billion in AUM with 100+ portfolio companies and 100+ professionals across PE, VC, and Credit strategies.

    Renee Song

    Renee Song

    Executive Director, Primavera Capital

    Renee is an Executive Director at Primavera Capital with responsibilities across fundraising, portfolio management, operations, and ESG.

    While at Primavera, Renee has been an investment professional with deal experience on cross border transactions across multiple sectors. Renee was also previously with a global management consulting firm having worked across APAC with clients that include the largest and leading financial institutions and PE sponsors in the region.

    Renee has a Master of Law (LLM) with distinction and a Bachelor of Economics and Finance, with honors and a minor in French, from the University of Hong Kong.

    Gordon Yen

    Gordon Yen

    Founding Managing Partner, Radiant Tech Ventures

    Gordon is the Founding Managing Partner and licensed Responsible Officer (CE No. ABF837) of Radiant under the Hong Kong Securities and Futures Ordinance (SFO) for Type 9 (asset management) regulated activity with over 25 years of operational and board level experience in private and listed companies involving cross-border investments, global supply chain, offshore manufacturing and infrastructure businesses. He has been involved in innovation and technology venture investments since the late 1990s through managing corporate and venture capital fund investments as well as investments as angel investor in transactions involving startups from Israel, Greater China and North America. He is currently the Nonexecutive Vice Chairman and Non-executive Director of Fountain Set (Holdings) Limited (SEHK: 0420), an Independent Non-executive Director and Chairman of Sustainability Committee of Impro Precision Industries Limited (HKEX:1286), an Independent Non-executive Director of Asia Allied Infrastructure Holdings Limited (HKEX:711), the Chairman of the Hong Kong Business Angel Network and has previously served as Independent Non- Executive Director of Hopewell Holdings Limited and Hopewell Highway Infrastructure Limited as well as Director of GS1 Kong Kong. Gordon graduated magna cum laude from Boston University with a BSc degree in Manufacturing Engineering and obtained an MBA from McGill University and a DBA from the Hong Kong Polytechnic University.

    Noah Gellner

    Noah Gellner

    Managing Director, Stonepeak Capital

    Noah is a Managing Director in Compliance with Stonepeak. Before joining Stonepeak, Noah was a Compliance Managing Director at CPP Investments. Prior to CPP, he was Legal Director, Corporate & Compliance at Baring Private Equity Asia. Noah was also a Vice President at BlackRock and a Corporate Associate at Kirkland & Ellis and Clifford Chance.

    Noah received a Juris Doctorate from the University of Toronto Faculty of Law and a Bachelor of Arts in Economics from McGill University.

    Eric Xin

    Eric Xin

    Managing Partner, Trustar Capital

    Eric Xin is the Managing Partner of Trustar Capital, a leading buyout-focused private equity firm in China.

    Mr. Xin received an MBA from the Harvard Business School with Honors and a B.A. in Economics from Beijing University. 

    *Notes

    • #Online passes may not be used for in-person attendance. For those with online passes who would like to attend in person, please email hkvca@hkvca.com.hk at least three (3) working days prior to the event. The Association will confirm your in-person attendance if there is space available. No refunds will be provided for cancellations.
    • Registration must be followed by payment to secure your place. Registrations will be confirmed upon receipt of payment. Should you require an invoice, please contact us.
    • Cancellations must be made in writing at least 7 working days prior to the event. No refunds will be made thereafter.
    • Information is subject to change. The HKVCA retains the right to make changes as it deems necessary.
    • Seats are limited on a first-come, first-served basis. For events open to both members and non-members, priority will be given to HKVCA Members.
    • Free pass no shows will be charged full price.
    • Registrants are reminded that slides produced by event speakers may not be available to attendees. Where slides are made available, only those who actually attend will have access to the slides and only upon completion of the event.
    • Please be advised that there will be no recording available for this event.
    • To avoid technical problems, online participants should log in to Zoom using the email address they provided when registering for the event, in case an online option is available.
    • Participants are hereby reminded that they are required to join the event at the beginning and remain until completion of the full event if they intend to claim all CPT (SFC licence) hours the event provides.
    • The Hong Kong Securities and Futures Commission (HKSFC) approved the Hong Kong Venture Capital And Private Equity Association (“HKVCA”) as a recognized institution for providing CPT (Continuous Professional Training). Registrants may claim CPT points on the captioned event if their employers consider this event to be relevant to the functions performed by them. Registrants should note that their employers, as the corporate license holder of your SFC registration, are responsible for determining whether our courses/events satisfy CPT requirements.
    • CPD points can be claimed after attending the event. Participants must follow the start and finish times as stated, otherwise CPD points may be deducted. 
    • Participants who would like to claim CPD points have to update their Mandatory CPD Training Records with the CPD points for the course.