What are the conditions for private placement?

I have a certain amount of funds, I want to do private placement, and want to know what conditions do I need to do private equity from the company to the individual? It is hoped that the experience gives guidance.
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5 thoughts on “What are the conditions for private placement?”

  1. Article 2 of the registered registration of private equity fund managers and fund filing (trial) stipulates that the private equity investment funds (hereinafter referred to as private equity funds) referred to in these measures refer to the investment fund set up to the funds raised by the qualified investor in non -public ways, Including assets or partnerships established by fund managers or ordinary partners for investment activities.
    The so -called private equity fund license is similar to the business license operated by the enterprise, which is divided according to the scale of investment.
    1. The registered capital of private equity management enterprises is not less than 30 million yuan, and the investment amount of a single investor is not less than 1 million yuan.
    2. The registered capital of private equity companies is not less than 500 million yuan, and the real capital collection capital is not less than 100 million yuan at the time of establishment; the investment amount of a single investor is not less than 1 million yuan. To determine your business scope according to your investment, the higher the investment scope.
    This information
    The differences between public funds and private equity funds
    (1) The objects raised are different. The fundraising target of public funds is the general public, that is, unspecified investors in society. The objects raised by private equity funds are a few specific investors, including institutions and individuals.
    (2) The method of raising is different. Public fundraising funds are carried out by public sale, while private equity funds are raised by non -public sale. This is the main difference between private equity funds and public fund funds.
    (3) Different information disclosure requirements. Public funds have very strict requirements on information disclosure, and their investment goals and investment portfolios must be disclosed. Private equity funds have low requirements for information disclosure and have strong confidentiality.
    (4) Different investment restrictions. There are strict restrictions on the matching of investment varieties, investment ratios, investment and fund types, and the investment restrictions of private equity funds are completely agreed by the agreement.
    (5) Different performance remuneration. Public funds do not withdraw performance compensation, only management fees are charged. Private equity funds charge performance compensation and generally do not charge management fees. For public fundraising funds, performance is only the honor of ranking, and for private equity funds, performance is the basis for compensation.
    Reference materials Source: Baidu Encyclopedia-Private Equity Fund

  2. The "Company Law" does not have much restriction on the establishment of the company's private equity fund establishment. It is mainly to set up conditions for general limited liability companies and joint -stock companies, such as Article 23 of the Company Law: "Establish a limited liability for the establishment of a limited liability for the establishment of a limited liability The company should have the following conditions:

    (1) The number of shareholders meets the number of legal persons;

    (2) The amount of contributions to all shareholders of the company's articles of association;

    (3) The company's joint formulation is jointly formulated;

    (4) There is a company name, establishing an organization that meets the requirements of a limited liability company; ) There are three major paths for the development of Chinese private equity funds in the company's residence

    In the establishment of the main body, the company's private equity fund needs to pay attention to the legal limits of investors cannot exceed 200 people, of which limited liability companies must not exceed 50 People, and a single investor is not less than 1 million yuan. The number of investors is consistent with the number of shareholders stipulated in the "Company Law". The maximum number of people is 200 people.

    A minimum amount of registered capital, in accordance with the provisions of the "Company Law", if there are high provisions of laws and administrative regulations, in accordance with its provisions. 》 The registered conditions stipulated that the company's income capital is not less than RMB 30 million. According to this regulation, the income capital of entrepreneurial investment companies is at least 30 million yuan, but the registered capital is unknown.
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    In the establishment process, according to the "Interim Measures for the Management of Entrepreneurship Investment Enterprises", the establishment of a corporate PE needs to perform the relevant industrial and commercial registration procedures in accordance with the "Company Law" registration procedure, and then perform the relevant filing procedures to the Development and Reform Commission from various places. Before applying for industrial and commercial registration procedures, it is necessary to perform the approval procedures of the Foreign Business Bureau or the Ministry of Commerce.

  3. Pay content for time limit to check for freenAnswer 1. Nuclear name: Go to the Industry and Commerce Bureau to receive a "Enterprise (Font) Name Calculation Application Form", fill in the name of the company you are preparing to get, and search for whether there is a heavy name on the Internet (internal network of the Industry and Commerce Bureau). Without a heavy name, you can use this name, and you will issue a "Enterprise (Font) Name Pre -approval Notice". The fee for this step is 30 yuan. (30 yuan can help you retrieve 5 names, and many names are repeated, so common names do not need to try it, lest it for unjust money. After the name is passed, the printing name is printed in advance.n2. Renting: Go to a special office building to rent an office. If you have a factory or office, you can also work in the residential building in some places. After renting a house, you must sign a rental contract and let the landlord provide a copy of the real estate certificate. 3. After signing the rental contract, you must go to the Taxation Bureau to buy a stamp duty and buy it at a tax rate of one thousandths of the annual rent. The homepage of the rent contract, where the rents need to be used in the back, need a copy of the contract for stamp duty. (After March 1, 2014, the applicant submits a legal use certificate to be registered.)n4. Write the "Company Articles of Association": You can download the sample of the "Company Articles of Association" on the website of the Industrial and Commercial Bureau, just modify it. The end of the articles of association is signed by all shareholders.nGo to the Industrial and Commercial Bureau to apply for a business license on the spot and bring the information below! ① The company sets up an application (can be downloaded on the website of the local Industrial and Commercial Bureau); Download the website of the local industry and commerce bureau); ④ General Manager Ren Ren (can be downloaded on the website of the local industry and commerce bureau); ⑤ Original of all shareholders' legal person ID card; ⑥ Reamby of the name pre -approval notice (the first step of the company's registration process and cost has been printed in advance. Approve notice). 4. With the business license legal person ID card, to the professional seal and financial seal of the professional engraving shop, the regular chapter is to have a carved chapter card in the Public Security Branch; (1-2 working days). 5. Use business licenses, legal person ID cards, and official seal to the Market Supervision and Administration Bureau to apply for a corporate organization code certificate; (1 working day) 6. ) The district's national tax or prefecture tax branch shall apply for the tax registration certificate; (1 working day) 7. Go to the bank to open the company's capital inspection account: all the shareholders bring the money they put in their own shares to the bank, bring the company's articles of association, issued by the Industrial and Commercial Bureau issued by the Industrial and Commercial Bureau, The private seal of the nuclear name and the legal person's representative, the ID card, the money used for capital verification, and the blank inquiry letter of the letter, go to the bank to open a company account, you have to tell the bank to open the capital inspection households. After the company's account was opened, each shareholder deposited the corresponding money from the company's account at its own capital contribution. The bank will issue a payment order to each shareholder and stamp the bank on the inquiry (March 1, 2014, the new policy of the registered company has been implemented to omit this step). 8. At the open inspection households, the bank's full set of information is based on the company's full set of information to turn the capital inspection households into basic households (if the income capital of the inspection households is 0, it can also open the basic account to the bank). The characteristics of private equity funds in private equity funds are the operation of equity investment, that is, the method of increasing capital expansion or shares of private equity funds to obtain non -listed companies shares, and profit transfers through share value -added transfer. The characteristics of equity investment include: 1. The income of equity investment is very generous. Different from the interest income of several percentage points of investment in debt investment, equity investment obtains the dividend of the company's income at the proportion of capital contributions. Once the investment company is successfully listed, the profit of the private equity investment fund may be several or dozens of times. 2. Equity investment is accompanied by high risk. Equity investment usually requires a number of investment cycles of several years, and because investing in enterprises with a development period or growing period, the development of the investment enterprise itself is very risky. No return. 3. Equity investment can provide comprehensive value -added services. When the private equity investment injects capital into the target enterprise, it also injects advanced management experience and various value -added services, which is also the key factor that attracts enterprises. While meeting the financing needs of enterprises, private equity investment funds can help enterprises improve their management capabilities, expand their procurement or sales channels, integrate the relationship between enterprises and local governments, and coordinate the relationship between enterprises and other enterprises in the industry. The comprehensive value -added services are the highlights and competitiveness of private equity investment funds.nMore 2nBleak

  4. What conditions do private equity issuances need to meet the most attention.
    It current "Company Law" Article 137 stipulates that the company's issuance of new shares must have the following conditions: (1) the shares issued in the previous issue have been raised for more than one year; In the past three years, it has been profitable and can pay dividends to shareholders; (3) the company has no false records in financial accounting documents in the past three years; (4) The company's expected profit margin can reach bank deposit interest rates in the same period.

    otes around this terms, the China Securities Regulatory Commission has successively introduced a series of supporting regulations for detailed explanations. The main is the "Administrative Measures for the Issuance of New Stocks of Listed Companies" in 2001. However, the second article of the law clearly stipulates that "listed companies have publicly issued new shares to the society and apply for these measures." It can be seen that private equity issuance is not limited. Later, the China Securities Regulatory Commission has issued the "Notice on Further Regulating the issuance of new shares to issue new shares" and "Notice on the Related Conditions on the issue of new shares of listed companies", which has increased the threshold for listed companies to issue new shares, requiring listed companies to apply for additional issuance of new shares. The average net asset yield of the weighted net assets of the accounting year is not less than 10%, and the average net asset yield of weighted net assets in the past year is not less than 10%.

    Itly, my country's law has made stricter restrictions on the issuance of securities in the joint stock company. If private equity issuance is also required to meet this regulation, its development momentum will undoubtedly be greatly affected. However, the original intention of this regulation is mainly aimed at the public issuance of the stock publicly issued by the listed company, so it is necessary to restrict the interval time of the company's shares, the company's continuous profit records, and the expected return on fundraising funds. Desire for money and protect the interests of public shareholders. It is unnecessary to make the time and profitability of the company's issuance of new shares and profitability without public issuance of shares. Article 11 of my country's current "Securities Law" stipulates: "Public issuance of shares must be in accordance with the conditions stipulated in the company law." It is not required that private equity issuance must also meet the conditions prescribed by the company law. Moreover, officials of the China Securities Regulatory Commission also clearly stated in the drafting instructions of the relevant regulations that the premise of the above -mentioned restrictions on the issuance of issuance is: "In view of ... additional issuance is all sold to the public, so ... the yield indicators are specified to 10% to 10% And in the past year, it is not less than 10%. "That is to say, if the addition is not to the public, the above -mentioned restrictions can be applied to the general public. The revised "Company Law (Draft)" has also relaxed the conditions for the company's issuance of shares: "The company has a sound and good operating organization, continuous profitability, and good financial conditions. And there are no other major illegal acts, you can publicly issue stocks. "

    In practice, in recent years, with the wave of financial innovation with a wave of higher waves, private equity issuance has increasingly appeared more and more. In the domestic capital market, regulators do not need the company to meet the above conditions during the review. For example, when the "circulating stocks" and "non -circulating stocks" were issued in one hundred orientation, the net assets yield was only 3 %, and Hua Lian's net asset yield was 6 %. In 2003, Shanggong shares were issued to B -shares. In the last three accounting years, the net assets yields in 2000, 2001, and 2002 were 6.49 %, 8.43 %, and 1.16 %, respectively. conditions of.

    If the conditions of private equity issuance of securities of listed companies, a sensitive question is: Can a loss -making listed company issued private equity issuance? my country's current law does not clearly stipulate this. But since my country's law still allows reorganizations to the bankruptcy enterprises, why not allow a loss -making company to private placement? From a legal perspective, even if the loss of money, as long as the interests of public investors are not damaged, the buyers and sellers are willing to buy, one willing to sell, and others have no right to interfere. And it is reasonable to lose money from losing money. The reality is that the more money the company is, the more unwilling to loan banks. In the case of debt financing and insufficient public offering financing, there is a "white knight" willing to reach out to help and save the company through the difficulties. It is a good thing for all parties. Moreover, loss -making companies are not necessarily inferior enterprises. It is normal for any company to occasionally occasionally losses in the normal operation of any company. For external strategic investors, it may not be the profit of one or two years of the enterprise, but it is out of it, but it is out of the company, but it is out of the company. In the purpose of industrial integration and resource reorganization, while entering the company's loss, it can still lower the price and achieve a win -win situation.

    . For a long time, in my country's capital market, the reorganization of losing listed companies has been reorganized, that is, through equity transfer and asset exchange methods. The process is often accompanied by the exit of old shareholders and old assets, and the entry of new shareholders and new assets. The entire listed company is from personnel to assets, from organization to business injury and bones, and changes. Moreover, the procedures are complex, difficult for approval, and high risk, causing huge losses and disputes in social wealth. After the entry of new shareholders, most of the effects are not ideal. Some ambitionists use the reorganization of losing companies to hollow out listed companies. After two or three years, the market continues to be turbulent, affecting the stability of the market and the interests of small and medium shareholders. And if you allow losses to reorganize the reorganization method of losing money to adopt persuasion, and to issue some new shares to the old shareholders or strategic investors, the number of private equity issuance is completely determined by listed companies. The company is not the original shareholder. The controlling shareholders can continue to control the control of listed companies to ensure that the business operations of listed companies are stable. For regulatory agencies, because this reorganization model depends more on the judgment of the market entity, so that The market "pays" has reduced regulatory costs. In practice, there have been cases of losing money in China's securities market for targeted issuance. . In 2003, the company was facing the danger of being delisted. In order to avoid the huge losses of public shareholders and the huge losses of social resources,*ST duckling applied for a new shares to redeem from China. The net assets were 531 million yuan. In 2002, the net asset yield was close to 30%. The plan was consent from the China Securities Regulatory Commission. China ’s first ST company’ s increasing initiative has endlessly ended. However, it should be said that it made a useful attempt, which also shows that regulators do not have any objections to the targeted issuance of stocks at losses.

  5. How much does the original poster have? Is 10 million? The registered capital costs 10 million. Now the development direction of private equity is biased towards the partnership. I suggest that the landlord is best to contact a star fund manager of a public fund as a partner. Because of the limited sales channels of private equity, the more powerful the company's investment research team can be, the more attractive it can be.

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