Fund structures
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Disclaimers
This presentation is for general reference only and is not intended to be used without
examining business objectives, tax and other legal and practical considerations. Appropriate
professional advice including, without limitation, tax advice or advice from offshore legal
professionals, is highly recommended.
As a Hong Kong legal adviser, Charltons is only qualified to advise on Hong Kong law and we
express no views as to the laws of any other jurisdictions.
Charltons does not accept responsibility or liability for any loss or damage suffered or
incurred by you or any other person or entity however caused (including, without limitation,
negligence) relating in any way to this presentation including, without limitation, the
information contained in or provided in connection with it, any errors or omissions from it
however caused (including without limitation, where caused by third parties), lack of
accuracy, completeness, currency or reliability or you, or any other person or entity, placing
any reliance on this presentation, its accuracy, completeness, currency or reliability. The Firm
does not accept any responsibility for any matters arising out of this presentation.
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Possible fund structures
Possible fund structures involving management of offshore fund or an offshore company:
A. Plain vanilla fund structure
B. Segregated portfolio company
C. Limited partnership (1)
D. Limited partnership (2)
E. Investment company as the fund
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A. Plain vanilla fund structure
Plain Vanilla Fund
Type 9 SFC licence required
(if fund management function in Hong Kong)
Investors
Offshore
Investment management
Investment
agreement
Offshore Fund Fund Manager Adviser
(incorporated as a (HK Type 9 licence) (incorporated
Investment
limited company) as a limited
advisory
company)
agreement
Investments
Note: Alternative structures possible if no type 9 licence and part of asset management function in Hong Kong
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B. Segregated portfolio company
Cayman Segregated Portfolio Company (SPC)
Investors *
Investment Offshore
Investment management advisory Investment
Cayman Island agreement
agreement Fund Manager Adviser
SPC
(HK Type 9 licence) (incorporated
as the Fund
as a limited
company)
Segregated Portfolio 1 Investment fund 1
Segregated Portfolio 2 Investment fund 2
Segregated Portfolio 3 Investment fund 3
Segregated Portfolio 4 Investment fund 4
Segregated Portfolio 5 Investment fund 5
* Investors can choose to invest in all or some of the single country portfolios
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C. Limited partnership (1)
Limited Partnership Fund
Limited Partnership Agreement
General Partner
(incorporated as a Limited Partner 1 Limited Partner 2
limited company)
Investment
Manager
Limited Partnership as the Fund
(HK Type 9 Investment
licence) management
agreement
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C. Limited partnership (2)
Limited Partnership Fund
Limited Partnership Agreement
Limited Partner 1 Limited Partner 2
General Partner (Key LP) (Key LP) Limited Partner N
Investment Limited Partner Advisory
Committee from key LPs
Manager
(HK Type 9
licence) Limited Partnership as the Fund
Investment
management
agreement
Investment 1 Investment 3
Investment 2
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D. Investment company as the fund
Investment Company as the Fund Investors
An Investment Company as
the Offshore Fund
(an overseas investment and
management company)
100%
Fund Manager *
Investments
(HK company)
Fund Advisor *
(offshore)
* Optional – fund management / advisory function can be located in the investment company
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Charltons
Charltons’ extensive experience in corporate finance makes us
uniquely qualified to provide a first class legal service
Extensive initial public offering and listing experience
Representative offices in Shanghai, Beijing and Yangon
“Boutique Firm of the Year” was awarded to Charltons by Asian Legal
Business for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010,
2011, 2012, 2013, 2014 and 2015
Charltons was named the “Corporate Finance Law Firm of the Year
in Hong Kong” in the Corporate INTL Magazine Global Award 2014
“Hong Kong's Top Independent Law Firm” was awarded to Charltons
in the Euromoney Legal Media Group Asia Women in Business Law
Awards 2012 and 2013
“Equity Market Deal of the Year” 2011 was awarded to Charltons by
Asian Legal Business for advising on the AIA IPO
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Charltons (cont’d)
Excellent links and networks with law firms worldwide.
“Asian Restructuring Deal of the Year” 2000 awarded to
Charltons by International Financial Law Review for their work
with Guangdong Investment Limited.
Finalist for China Law & Practice’s “Deal of the Year (M&A)”
2007 for the work on Zijin Mining Group Co Ltd.’s bid for
Monterrico Metals plc.
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Practice areas
Capital markets
Corporate and commercial
Securities
Mergers and acquisitions
Investment funds: China and offshore
Derivatives
Restructuring
Venture capital
Investment
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The Charltons team
Our team is experienced in :
Conducting due diligence in Hong Kong and China
Negotiating terms and conditions of the transaction
Advising on transaction structure and relevant legal issues
Liaising and coordinating with professional advisers from various jurisdictions
Preparing completion documents and attend completion
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Team profile – Julia Charlton
Julia Charlton – Partner
Julia, LL.B (1st class Honours), A.K.C (Kings College,
London) was admitted as a solicitor in England & Wales
in 1985 and has practised as a solicitor in Hong Kong
since 1987.
Julia is a member of the Listing Committee of the Stock
Exchange of Hong Kong Limited and the Takeovers Panel
and the Takeovers Appeal Panel of the SFC.
Julia was named a “Leading Lawyer” by Asia Law &
Practice for the years 2002, 2003, 2006, 2007, 2008,
2009, 2010, 2011, 2012, 2013, 2014 and 2015.
Julia was named a “Leading Advisor” by Acquisition
International for 2013.
Julia was also named the “Capital Markets Lawyer of
the Year – Hong Kong” in the Finance Monthly Global
Awards 2014.
Julia has extensive experience in China work and is a
Mandarin speaker.
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Professional experience
Charltons has considerable experience in advising on
and establishing hedge funds and funds investing in
PRC securities and other assets.
Charltons has worked with funds listing in Hong Kong,
London, Luxembourg, Dublin, Bermuda and the
Cayman Islands.
Charltons has extensive experience in China.
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Recent funds experience
Our recent funds experience include :
Established BVI regulated processional hedge fund.
Advised FSA-regulated “fund of funds” investment management company in respect of
SFC-licensing application.
Established Cayman based fund investing in international futures contracts and foreign
currency exchanges.
Advised SFC-licensed investment manager in respect of the establishment of a Cayman
based CIMA-regulated fund investing in China-related securities.
Established BVI “professional” regulated mutual fund listed on the Irish Stock Exchange
and investing in Asian convertible bonds, debt, and various arbitrage and absolute
return strategies.
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Recent funds experience (cont’d)
Our recent funds experience include (cont’d) :
Established Mauritius-based investment fund listed on the Irish Stock Exchange and
investing in Chinese “B” Shares, and assisted in authorisation of the fund under the SFC
Code on Unit Trusts and Manual Funds.
Advised SFC-licensed fund manager on ongoing compliance issues under the SFO and
SFC Codes.
Established Cayman CIMA-regulated SPC focused on real estate investments in Dubai,
Abu Dhabi, Bahrain, Qatar and Oman, as well as investments in property-related
securities listed on the Dubai Financial Market, the Abu Dhabi Securities Market, and
other stock exchanges in the Gulf region.
Advised Hong Kong based investment management company on marketing and
distribution in Hong Kong of fund generating returns through a UK litigation funding
scheme secured by insurance contracts.
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Recent funds experience (cont’d)
Our recent funds experience include (cont’d) :
Advised a European fund manager on a private equity investment in a PRC based fire
protection group subsequently listed on the Hong Kong Stock Exchange.
Advised a European fund manager on the subscription and investment in convertible
bonds of a PRC based food group subsequently listed on the Hong Kong Stock with two
rounds of financing.
Advised a European fund manager on private equity investment in an offshore holding
company of a PRC battery-manufacturing group by way of a pre-initial public offer
placement of the Convertible Bonds of the Company, which was subsequently listed on
the Hong Kong Stock Exchange.
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Recent funds experience (cont’d)
Our recent funds experience include (cont’d) :
Advised a European fund manager on private equity investment in an offshore holding
company of a PRC fish products and manufacturer.
Advised a Shanghai based IT company on 1st and 2nd round convertible share financing.
Advised a Hong Kong and PRC vpn group on several rounds of preference share
financing from a US based venture capital firm.
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Contact us
Hong Kong Office
Dominion Centre
12th Floor
43 – 59 Queen’s Road East
Hong Kong
Telephone: (852) 2905 7888
Fax: (852) 2854 9596
Email: enquiries@[Link]
Website: [Link]
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Other Locations
China In association with:
Beijing Representative Office Shanghai Representative Office
3-1703, Vantone Centre Room 2006, 20th Floor
A6# Chaowai Avenue Fortune Times
Chaoyang District 1438 North Shanxi Road
Beijing Shanghai
People's Republic of China People's Republic of China
100020 200060
Telephone: (86) 10 5907 3299 Telephone: (86) 21 6277 9899
Facsimile: (86) 10 5907 3299 Facsimile: (86) 21 6277 7899 Networked with:
[Link]@[Link] [Link]@[Link]
Myanmar
Yangon Office of Charltons Legal Consulting Ltd
161, 50th Street
Yangon
Myanmar
[Link]@[Link]
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