Acquisition finance in China: overview

A Q&A guide to acquisition finance in China.

This Q&A is part of the global guide to acquisition finance. Areas covered include market overview and methods of acquisition, structure and procedure, acquisition vehicles, equity finance, debt finance, restrictions, lender liability, debt buy-backs, post-acquisition restructurings and proposals for reform.

To compare answers across multiple jurisdictions, visit the acquisition finance Country Q&A tool. For a full list of jurisdictional Q&As visit www.practicallaw.com/acquisitionfinance-guide.

Contents

Market overview and methods of acquisition

Acquisition finance market

1. What parties are involved in acquisition finance?

The main parties involved in acquisition finance are acquirers, senior lenders, mezzanine lenders and target companies. Local and international banks are the main players on the lender side.

Methods of acquisition

2. What are the main methods used for acquiring business entities in your jurisdiction?

Asset acquisition

An asset acquisition is usually used by entities that are in the same industry as the asset seller. Being in the same industry, the buyers are more capable of using the assets to the full and have the knowledge, techniques and personnel to run the assets.

The main advantages of structuring the financing as an asset acquisition are:

  • The buyer buys all (or part) of the seller's assets and assumes only the seller's liabilities expressly agreed to be assumed (except where the law requires some liabilities to follow the assets regardless).

  • The security in relation to the financing is relatively straightforward (for example, a simple mortgage or pledge over the acquired assets).

The major disadvantages of structuring the financing as an asset acquisition are the:

  • Risk of depreciation of the assets.

  • Uncertainty of the earnings to be produced by the assets.

Share acquisition

A share acquisition is preferred by investors that rely mainly on the existing management in the target company to run the business. The major advantages of structuring the financing as a share acquisition are:

  • The current policy and legal regulations in China support acquisitions for the purpose of taking control of a target company (that is, the acquisition of shares in a target company).

  • Higher earnings are likely to be produced by the target company (a financial model will usually be prepared at the beginning of a transaction as an estimate of revenues and profits).

  • The risk of fast depreciation of the shares is relatively lower.

The major disadvantages of structuring the financing as a share acquisition are:

  • The buyer of shares accepts ownership of the company with all of its assets and liabilities (therefore, due diligence against the target becomes critical).

  • The security package in relation to the share acquisition is more comprehensive.

Merger

Mergers are rarely used in China due to complicated and stringent rules on the merger of two companies (for example public announcement, consent of the creditors, discharge of outstanding debts, and so on).

 

Structure and procedure

Procedure

3. What procedures are typically used for gaining acquisition finance in your jurisdiction?

The legal counsel of the buyer's lenders is usually responsible for drafting the finance documents. Funding is on full documentation. Prior to the commitment to an acquisition by the buyer and the seller, a highly confident letter or a commitment letter is usually used, in which the lenders show a strong confidence in the transaction (but may or may not bind themselves to provide funding).

For acquisitions of public companies, the requirement for a certain amount of funds will be higher (a fully negotiated and executed credit agreement would possibly be required to be in place at the time the offer is made). Most financings are gained on a private basis. Biddings are sometimes used, but auctions are rarely used except for distressed companies.

In the case of a purely domestic transaction, People's Republic of China (PRC) law is the governing law for acquisition financing agreements. The lenders usually prefer to use their own templates, which do not necessarily follow the Loan Market Association standards. The agreements can be in Chinese or bilingual.

For a transaction with foreign elements, parties to the financing agreements can select foreign law as the governing law. The foreign elements include where:

  • One or both parties to a contract is/are foreign individuals or foreign legal persons.

  • The subject matter of a contract is located outside of the PRC.

  • The legal fact, which gives rise to, changes or extinguishes a contract, occurs outside of the PRC (for example, if the target company or the business assets are located outside of China, the acquisition financing agreements are usually governed by foreign laws (such as Hong Kong law) and the agreements usually follow the templates of the Loan Market Association).

It is not common for buyers to commit to an acquisition subject to being able to arrange suitable financing. It is also not common for an acquisition to only be agreed once the financing is in place. The detailed terms of the financing depend on the terms and conditions of the acquisition and therefore the consideration of the acquisition determines the amount of the financing.

In addition, financing agreements usually include conditions precedent to the provision of funding. Therefore, it can hardly be said that a financing is definitely in place before an acquisition is agreed to.

Vehicles

4. What vehicles are typically used in acquisition finance?

A new vehicle company is usually incorporated, which will acquire the target company or target assets. The most common vehicles are:

  • Limited liability company. If this vehicle is used, the interests are subdivided into equity.

  • Limited liability partnership. If this vehicle is used, the interests are subdivided into units.

 

Equity finance

5. What equity financing structures are typically used in acquisition finance?

Equity financing can be used in acquisition finance in China. Using this method, investors provide equity financing by way of holding equity or units in a limited liability company or limited liability partnership.

A common structure uses a top company or partnership, the shares or units in which are held by the investor as majority holder and by management as minority holders. The top company or partnership typically has a subsidiary that buys the shares in the target company.

 

Debt finance

Structures and documentation

6. What debt financing structures are typically used in acquisition finance?

Debt financing is a common method for financing an acquisition. Senior debts are the most popular form of debt financing. Mezzanine debts are increasingly used to fill the funding gap (for example, by equity investors to fund their capital injection into the acquisition vehicle). Senior debts are usually secured by security over substantially all assets and traditionally the mezzanine debt is either unsecured or secured solely by a pledge of equity interest in the acquisition vehicle.

Guidelines issued by the China Banking Regulatory Commission set out the following rules (Guidelines on Risk Management of Loans Extended by Commercial Banks for Mergers and Acquisitions) (Guidelines):

  • Debt financing provided by PRC-incorporated commercial banks (including local incorporated foreign banks) must consist of no more than 60% of the consideration of the acquisition.

  • The term of the loans cannot be for longer than seven years.

Inter-creditor arrangements

7. What form do inter-creditor arrangements take in your jurisdiction?

Inter-creditor agreements are mostly similar in form to the Loan Market Association forms. Two key issues mainly addressed in the inter-creditor agreements are the:

  • Order in which each class of creditors will be paid.

  • Extent to which each class of creditors is entitled to the proceeds of the security.

First lien/second lien and senior/mezzanine are the most common arrangements in China. In relation to acquisition finance, the senior/mezzanine structure is the more common of the two.

Contractual subordination

Contractual subordination is commonly used by lenders to agree by contracts on the priority of payment. However, it is questionable whether PRC courts will recognise and enforce an agreement in which junior creditors agree to hold any payments they receive from the debtor on trust for the senior lenders to the extent that the senior lenders' debt remains unpaid.

Structural subordination

Structural subordination is used in acquisition financing structures. The most common type is the senior/mezzanine arrangement (see Question 6).

Payment of principal

In the case of senior/mezzanine structure, the mezzanine debt is subordinated to the senior debt, meaning that the mezzanine debt can receive regularly scheduled payments so long as no event of default has occurred. If an event of default occurs, the mezzanine debt may be blocked from receiving any payments under an inter-creditor arrangement.

Interest

The rules for the payment of interest are the same as for the payment of principal (see above, Payment of principal).

Fees

The rules for the payment of interest are the same as for the payment of principal (see above, Payment of principal).

Sharing arrangements

First lien/second lien structure. In this structure, the lien of the first lien debt is senior to and has priority over the lien of the second lien debt on the same pool of collateral. The inter-creditor agreement usually contains a waterfall provision under which the proceeds of the collateral are distributed in the following order:

  • The proceeds are firstly distributed to the first lien debt.

  • The proceeds are then distributed to the second lien debt.

Senior/mezzanine structure. In this structure, to the extent that the mezzanine debt is secured by the same collateral as the senior debt, there would normally be two liens, and the lien subordination provisions mentioned above in the first lien/second lien structure would apply.

Claw-back rules. Claw-back rules apply under PRC law (see Question 14).

Subordination of equity/quasi-equity

Equity or quasi-equity financing are not typically subject to contractual subordination.

Secured lending

8. What security and guarantees are generally entered into for an acquisition financing?

Extent of security

In principle, the security provided by the borrower should sufficiently cover the risks of the lenders in the acquisition finance. The security can take the form of mortgages over assets, share pledges, guarantees and so on (see below, Types of security). Generally, the lenders would wish to obtain security to greatest extent possible.

Generally, the borrower will seek to exclude assets that, if enforced, will cause material adverse effect to its operation, such as the core technologies or key equipment. However, the intentions of the borrowers can vary and the security package is determined on a case-by-case basis.

Types of security

The typical forms of security granted in China are:

  • Mortgage. These can be granted over real estate property or movable assets located/registered in China. This includes:

    • machinery/equipment;

    • raw materials and semi-finished products;

    • ships;

    • aircrafts; and

    • motor vehicles.

  • Pledge. These can be granted over:

    • movable assets;

    • shares;

    • equity interests;

    • partnership interests;

    • fund units;

    • intellectual property rights (IPRs);

    • commercial instruments (such as promissory notes, checks, bills of lading); and

    • accounts receivables.

However, the courts in China generally do not recognise:

  • Security created over future collaterals (except for buildings, ships and aircrafts that are under construction).

  • Security created over a floating pool of assets (except for future production equipment, raw materials and semi-finished products).

When a company is providing security for its shareholder, or for a third party who exercises actual control over the company, the granting of the security must be authorised by shareholder resolution (and at the meeting any interested shareholders, or the shareholders controlled by the third party, must be excluded from voting).

The most common forms of security granted over the target's asset/shares are set out as follows.

Shares. The form of security over shares is a share pledge. Share pledges require registration and will come into effect from the date of the registration.

Inventory. The forms of security over inventory are either a mortgage or pledge over inventory, depending on the type of inventory. A mortgage over inventory requires registration which helps the mortgagee to gain priority over bona fide third parties. A pledge over inventory generally comes into effect from the date of delivery of the pledged property.

Bank accounts. The form of security over bank accounts is a pledge over bank account. Since there is no concept of "floating charge over account" under PRC law, each time there is an inflow to or outflow from the bank account, the parties should execute a supplemental account pledge to confirm the account balance that is subject to the pledge.

Receivables. The form of security over receivables is a pledge over receivables. The pledge requires registration and will come into effect from the date of registration.

IPRs. The form of security over IPRs is a pledge over IPRs. The pledge requires registration and will come into effect from the date of the registration.

Real property. The form of security over real property is a mortgage over real property. The mortgage should be registered and will come into effect from the date of registration. Generally, security cannot be created over the ownership of land which is state or collectively owned. However, mortgages can be taken over land use rights and buildings constructed on the land.

Movable assets. The forms of security over movable assets are either a mortgage or pledge over movable assets. The perfection requirements are the same as for inventory (see above).

Guarantees

Guarantees are common in acquisition finance in China. There are two types of guarantees under PRC law:

  • General guarantees. These cannot be enforced until the creditor has initiated proceedings against the debtor and there is still unsatisfied debt after all assets of the debtor have been enforced.

  • Joint liability guarantees. These can be enforced immediately after the debtor defaults. A guarantee will be deemed as a joint liability guarantee if the guarantee is silent on the type of guarantee granted.

Upstream guarantees are allowed under PRC law subject to shareholder approval (with the concerned shareholders excluded from voting). In addition, if a guarantee is of a cross-border nature that triggers foreign exchange controls, it is subject to the registration with the State Administration of Foreign Exchange of the PRC.

Security trustee

Security trustees are uncommon due to regulatory restrictions on the business of commercial banks. Instead, the security agent structure is used in China. Given that the entity registered as the holder of the security will be the security agent, the mortgagee/pledgee will be the security agent from a legal perspective and other finance parties only will be beneficiary holders of such security interest.

 

Restrictions

Thin capitalisation

9. Are there thin capitalisation rules in your jurisdiction? If so, what is their impact on an acquisition finance transaction?

There is no direct reference to thin capitalisation under PRC law. However, when determining a company's taxable income, the interest payments cannot be deducted if the ratio between debt investment and capital investment from a related/affiliate party in a company exceeds:

  • 5:1 for financial institutions.

  • 2:1 for other entities.

More specifically, such investment will also be deemed debt investment from a related/affiliate party and will be subject to the same rules if any of the following apply:

  • A related/affiliate party provides debt investment through a non-related/affiliate party.

  • A non-related/affiliate party provides debt investment which is secured by a related/affiliate party with joint liability.

  • The company obtains debt investment from a related/affiliate party through other indirect methods,

It is advisable to consult a tax advisor on tax-related matters.

In addition, the requirements on the capital of foreign invested companies can also be a factor when determining the financing arrangement. If the target company will become a joint venture after the acquisition, the shareholding of the foreign investors should generally be no less than 25% of the total registered capital. Furthermore, if the target company will become a foreign invested company (whether a joint venture or a wholly foreign owned enterprise), the registered capital and the total investment must follow specific ratios. This restriction will limit the borrowing gaps for foreign invested companies, which is the aggregate quota for the foreign invested company to borrow loans from foreign entities (foreign shareholders or foreign financial institutions).

Financial assistance

10. What are the rules (if any) concerning the prohibition of financial assistance?

There is no clear definition of financial assistance under PRC law and the concept of financial assistance only applies to public companies. There is no particular prohibition on private companies providing financial assistance.

For public companies, the current rules prohibit the provision of financial assistance by a public company (whether listed in the PRC or a PRC company listed offshore) to the investors who subscribe the securities or acquire the shares issued by such public company. Therefore, the provision of guarantee, security or loan by a listed target company to the acquirer may be prohibited.

For private companies, financial assistance is permitted. However, when the company is providing security for a shareholder or a third party who has control over the company, the granting of that security must be authorised by shareholder resolution (any interested shareholders, or the shareholders controlled by such third party, must be excluded from voting).

Regulated and listed targets

11. What industries are regulated in your jurisdiction? How can the fact that a target is a regulated entity affect an acquisition finance transaction?

Regulated industries

Industries regulated under foreign investment. Foreign investment into the PRC is subject to approval by the Ministry of Commerce (MOFCOM). The shareholding of foreign investors and the nature of the entities after the investment may be restricted if the target company belongs to a regulated industry such as media, finance, transportation and so on (Catalogue of Industries Guide for Foreign Investment). The foreign investment may also be subject to a state security scrutiny check if the acquisition involves the military or other sensitive target companies or industries.

Industries regulated by industrial regulatory authorities. Purely domestic acquisitions and acquisitions by foreign investors may be subject to approval by industrial regulatory authorities.

For industries such as commercial banks, securities companies, insurance companies, internet service/content providers, changes to shareholding structures of the market participants may be subject to approval or re-application of material licences.

Industries such as steel, automobile, graphite, electroplating, are also subject to market access requirements/policies/restrictions. The criteria/requirements for obtaining approval for new projects in such industries from the National Development and Reform Commission (NDRC) or other regulatory bodies are relatively high. In addition, the NDRC or other regulatory bodies will only approve new projects that have scale economics effects or adopt certain techniques in certain industries.

Effect on transaction

The various approval or licence requirements (see above, Regulated industries) can lower the likelihood of success or delay the transactions. Even if the specific approvals or licences are obtained, the investors may not be able to hold the majority shareholding in the target company, and the target company may not be able to launch new projects successfully, which may further impact the projection of its financial outcome.

 
12. How does the fact that a target is listed impact on a transaction?

Specific regulatory rules

If the target is listed, the acquisition is subject to special regulatory rules (see below, Share acquisition).

Share acquisition

The methods of acquisition of shares in a listed target include:

  • Trading on exchange.

  • Transfer by agreement.

  • Tender offer.

  • Private placement.

  • Strategic investment by foreign investors.

The methods above can be used conjunctively in the scenarios set out below.

Acquisition of less than 30% of total issued shares of listed target. If the investor intends to acquire less than 30% of the total issued shares of the listed target through trading on the stock exchange or transfer by agreement, the following rules apply:

  • If the acquired shares reach 5% of the total issued shares of a listed target, the investor should submit reports to both the:

    • China Securities Regulatory Commission (CSRC); and

    • the stock exchange where the target company is listed.

  • The investor should also inform the listed target to make announcement in this regard.

  • If the investor continues to acquire the listed target's shares, each time the amount acquired subsequently reaches another 5% of the total issued shares of the target, the investor should make the submission and inform the listed target to make another announcement (as described above).

Acquisition of more than 30% of total issued shares of listed target. If an investor intends to acquire more than 30% of the total issued shares of the listed target through trading on the stock exchange or transfer by agreement, the following rules apply:

  • If the investor intends to continue to acquire the shares of the listed target (even if its shareholding has reached 30% of the total issued shares) the investor should make a tender offer to acquire all or part of the remaining issued shares and should prepare the tender offer acquisition report and inform the listed target to make announcement in this regard.

  • If the investor intends to acquire more than 30% of the shares through transfer by agreement at one time, the investor should launch a tender offer for the part exceeding 30%.

  • The investor can apply to CSRC for a waiver of launching a tender offer pursuant to the relevant rules.

Other scenarios. The investor can voluntarily launch a tender offer directly. The investor will prepare the tender offer acquisition report and inform the listed target to make announcement in this regard.

The investor can acquire shares through private placement. The tender offer requirement will be waived if the following conditions are all satisfied:

  • The private placement is approved by the non-affiliated shareholders of the listed target in the general shareholder meeting.

  • The investor commits to not transfer the shares acquired within three years.

  • At the general shareholder meeting of the listed target, it is agreed that the tender offer requirement will be waived, even if the shareholding by the investor will reach 30%.

If a foreign investor satisfies certain requirements, the foreign investor can apply to the Ministry of Commerce and the CSRC for strategic investment into the listed target in PRC through private placement or transfer by agreement. The applicability of the tender offer requirement described above is not excluded in a strategic investment scenario.

Assets acquisition

The acquisition of the assets of a listed target is subject to a disclosure requirement. However, the acquisition will not be subject to the CSRC's approval if the acquisition does not involve reverse takeover or issuance of securities by the listed target.

Funding

There is no clear rule restricting the funding of the acquisition of a listed company's shares, expect for the requirement for the source of the funding to be disclosed pursuant to the relevant rules. In addition, as mentioned in Question 6, the facility from commercial banks incorporated in the PRC must be in compliance with the Guidelines.

Squeeze-out procedures

There is no squeeze-out procedure in the PRC. The tender offer requirement will apply, if not waived by CSRC (see above, Method of acquisition).

Pension schemes

13. What is the impact, if any, of pension schemes held by the target or purchaser on the acquisition?

There is no comparable regime of pension schemes in the PRC to those of other jurisdictions. The parties to an acquisition can negotiate the allocation of staff and their pension payment obligation, but usually there will not be a complicated pension scheme arrangement.

 

Lender liability

14. What are potential liabilities of the lender on an acquisition?

Under PRC law, there is no specific concept of equitable subordination that allows bankruptcy courts to lower the priority of a claim of a creditor which is guilty of inequitable or wrongful conduct (such as fraud, illegality, breach of fiduciary duties), and that delays the claim's payment until other creditors are paid.

However, in judicial practice, a bankruptcy court has previously determined that a creditor was indeed guilty of inequitable or wrongful conduct and therefore adopted the concept of equitable subordination and subordinated the claim to the other creditors.

Claw-back rules also apply under PRC law. In a bankruptcy situation, the administrator can request the court to revoke certain conduct relating to the property of the bankrupted company if they occur within one year prior to the acceptance by the court of the bankruptcy petition. Such conduct includes the (among others):

  • Provision of security to the creditors for any debt which was originally unsecured.

  • Prepayment of any undue debt.

In addition, certain acts will be treated as void (for example, the concealment or transfer of property for the purpose of avoiding debts).

 

Debt buy-backs

15. Can a borrower or financial sponsor engage in a debt buy-back?

There is no designated secondary market to trade the debt arising out of a particular loan. However, lenders can issue securities backed by the credit assets consisting of the debts arising out of a number loans of a number of borrowers in the national inter-bank bond market or stock exchanges, in which the qualified investors may be able to negotiate and trade such securities. The information of debts (including the name of the borrowers and the loan agreements) in the asset pool of the securities should be disclosed in details.

 

Post-acquisition restructurings

16. What types of post-acquisition restructurings are common in your jurisdiction?

Post-acquisition restructurings are quite common and can vary depending on the acquisition scenario and the intentions and/or business plans of the target companies. It is therefore hard to say whether there is a common type of post-acquisition restructuring.

In a pre-IPO investment scenario, it is common that the operating entities/subsidiaries within the group of the listed target and/or the profitable assets are transferred or concentrated to the potential listing entity.

 

Reform

17. Are there reforms or impending regulatory changes that are likely to affect acquisition finance transactions in your jurisdiction?

There has been a trend of relaxing the regulations on acquisition finance to encourage more acquisition financing using bank loans. For example, the Guidelines have:

  • Extended the term of the acquisition finance from five years to seven years.

  • Increased the percentage of the debt finance in the total consideration of the acquisition from 50% to 60%.

It is anticipated that this trend of regulation relaxation will continue.

Reforms are also expected to provide more detailed regulations to guide the practice and to give banks more discretion to fund. The current regulation is quite generic in a broad sense. It does not specify the types of acquisition financing that can be offered by banks and the autonomy of the banks is restricted. For the sake of safety of funds, banks tend to provide acquisition finance to state enterprises or multinational enterprises, or for the acquisition of the assets with high quality. Small or medium enterprises can hardly obtain acquisition financings from banks.

 

Online resources

China Court

W www.chinacourt.org/law.shtml

Description. The website posts up-to-date laws, regulations and rules. It is supervised by the People's Supreme Court of China. This resource provides links to the (among others):

Ministry of Industry and Information Technology of the People's Republic of China (MIIT)

W www.miit.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by MIIT. It is maintained by MIIT. This resource provides links to the (among others):

China Securities Regulatory Commission (CSRC)

W www.csrc.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by CSRC. This resource provides links to the (among others):

China Banking Regulatory Commission (CBRC)

W www.cbrc.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by the CBRC. This resource provides links to the (among others):

The People's Bank of China (PBOC)

W www.pbc.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by PBOC. This resource provides links to the (among others):

Ministry of Commerce (MOFCOM)

W www.mofcom.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by MOFCOM. This resource provides links to the (among others):

Invest in China

W www.fdi.gov.cn/

Description. The website introduces the investment related affairs and up-to-date laws, regulations and rules. It is maintained by the Investment Promotion Agency of MOFCOM. This resource provides links to the (among others):

National Association of Financial Market Institutional Investors (NAFMII)

W www.nafmii.org.cn/

Description. This website provides the up-to-date activities and guidelines issued by NAFMII and introduces laws and regulations related to the inter-bank market. This resource provides links to (among others) the Notice of the Financial Market Department of the People's Bank of China on Matters concerning the Entry of Qualified Non-Financial Institutional Investors into the Interbank Bond Market (www.nafmii.org.cn/ggtz/gg/201411/t20141102_38201.html).

State Administration of Foreign Exchange (SAFE)

W www.safe.gov.cn/

Description. The website posts the up-to-date activities and guidelines issued by SAFE. It is maintained by SAFE.

The laws, regulations and rules in PRC are only promulgated in Chinese and the governmental authorities generally do not provide official English translation.



Contributor profiles

Jonathan Zhou, Partner

Fangda Partners

T +86 21 2208 1003
F +86 21 5298 5599
E jzhou@fangdalaw.com
W www.fangdalaw.com/

Professional qualifications. People's Republic of China, Lawyer

Areas of practice. M&A; private equity transactions.

Stanley Chen, Partner

Fangda Partners

T +86 21 2208 1093
F +86 21 5298 5599
E schen@fangdalaw.com
W www.fangdalaw.com/

Professional qualifications. People's Republic of China, Lawyer

Areas of practice. Banking; debt financing.

Recent transactions

  • Acting for the consortium buyer group in relation to the refinancing of the privatisation loan for Focus Media group and back-door listing.
  • Acting for the consortium buyer group in syndicate loan facility for privatisation of WuXi PharmaTech (Cayman) Inc.
  • Acting for the management in a term loan facility granted for the acquisition of all the shares in Mindray Medical International Limited through a single-step merger.
  • Acting for Shanghai Electric Group for the financing for acquisition of Ansaldo Energia SpA.
  • Acting for Zhuzhou Times New Material for the financing for acquisition of ZF Friedrichshafen AG in various countries.

Languages. Chinese; English

Professional associations/memberships. International Bar Association; Asia-Pacific Loan Market Association.


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