文章来源：LIUXUEPAPER
作 者：接单

Overview

This memorandum (the “Memo”) describes and provides analysis of the proposal by KT Capital Group, LLC (“KT”) to enter into a joint-venture arrangement with CCB International (Singapore) Pte Limited and/or its non-U.S. affiliates and subsidiaries (collectively, “CCBI”) to create a new non-U.S. based investment platform (the “New Investment Platform”) that would raise and manage third party funds.
The New Investment Platform’s main objectives are meant to be consistent with CCBI's broader mandate as often suggested by senior management:

1. Raise third party funds from Chinese high net worth and ultra high net worth individuals residing in China and the United States,
2. Build a track record of successful management of third party funds,
3. Minimize the need for CCBI principal funding as seed capital, and
4. Leverage CCBI’s global brand name

KT and CCBI have identified an unique distribution channel that would allow the initial fund managed by the New Investment Platform (the “Initial Fund”) to raise capital on an accelerated timeline to achieve an AUM of US$750 million. The Initial Fund would be a U.S. real estate debt fund with a focus on (i) investing into real estate projects in the United States from coast to coast and (ii) raising third party capital from Chinese high net worth and ultra-high net worth individuals both living in China and the United States.
 

New Investment Platform Structure

While New Investment Platform can be structured in several different ways, after several months of discussion between CCBI, KT and legal counsels, the structure that would (i) best meet the objectives laid out above and (ii) provide the most efficient legal compliance strategy would be to create a new joint- venture entity based outside of the United States (such as Singapore, Caymans, or BVI) (the “JV Entity”).
In determining the most ideal structure for the New Investment Platform, several factors were considered:

1. Efficient compliance structure with CCBI internal guidelines and external regulatory compliance,

such as the U.S. Securities Exchange Commission (“SEC”) and U.S. Federal Reserve (“U.S. Fed”);

2. Sufficient control for CCBI in respect of investment decisions and oversight; and,
3. Consistency with existing CCBI mandate and business objectives.

Please see Exhibit B for a summary of other structures considered but were ultimately determined to be inferior to the proposed structure of the JV Entity.

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