The International PIPEs Conference

May 25-26, 2010   •   Hyatt on the Bund   •   Shanghai, China





Tuesday, May 25, 2010
Registration, Breakfast & Networking
7:00 - 7:55 AM
Opening Remarks
8:00 - 8:05 AM
How to Go Public in the US: Preparations and Post-Listing Management
8:05 - 8:55 AM

There are many regulatory and business issues to consider before going public that companies often neglect. The experts gathered for this panel will help companies listing in the US avoid common legal, investor relations and accounting pitfalls, allowing companies to raise capital effectively and efficiently.
MODERATOR: ALAN WOVSANIKER, Lowenstein Sandler
PANELISTS: CROCKER COULSON, CCG International; ERIC LANDHEER, NASDAQ OMX; DAVID LU, Rodman & Renshaw; BONNIE ZHANG, Deloitte
Audit Issues Related to Listing in the US Market
9:00 - 9:20 AM

Companies going public must be aware of the types of situations that can trigger audits. It is also necessary to know the types of issues that can be raised during a routine audit. This presentation provides an overview of common issues related to taxes, financial derivatives, SEC enforcements, PCAOB inspections, and other areas that can be avoided with a qualified pre-audit.
SPEAKER: GEORGE QIN, MaloneBailey
Trends in PIPE Transactions
9:25 - 10:15 AM

Public companies looking to raise capital must understand the current structure and pricing terms required by investors. This panel examines the latest developments in PIPE deals, including traditional PIPE structures, private placements involving public shells and registered directs.
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: MITCH HULL, Hull Capital Management; JEFF JENSON, Tryant Capital; STEPHEN PEEPELS, DLA Piper; PETER SIRIS, Hua-Mei 21st Century Partners
Networking Break
10:20 - 10:35 AM
The Basics of Reverse Mergers
10:40 - 11:30 AM

This panel covers the specific issues of taking a Chinese company public in the US through a reverse merger. Topics include due diligence, arranging financing, structural challenges, and working with consultants or deal finders.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: CHRISTOPHER EFIRD, AAI Global; THOMAS POLETTI, K&L Gates; KEVIN POLLACK, Paragon Capital; RICHARD RAPPAPORT, WestPark Capital
Accessing Global Capital Markets: Understanding the Differences between Chinese and Foreign Listings
11:35 - 12:25 PM

Companies considering an IPO have many listing options. The panelists gathered for this session describe the benefits and rules of listing on various domestic and international platforms.
MODERATOR: GEORGE QI, Greenberg Traurig
PANELISTS: KEJIAN CHAO, Shanghai Stock Exchange; MATTHEW NORTON, SecondMarket; RANDALL QUINN, CIBC; PENG SU, NYSE; JANE ZHU, London Stock Exchange
Legal Issues Related to V.I.E. Management Contracts
12:30 - 12:50 PM
The "variable interest entity" (V.I.E.) structure is used by PRC companies to engage in international financing.  It involves a series of contracts between the foreign investing enterprise and the domestic operating company. This presentation covers the legal and practical issues regarding the management contracts, including how to use V.I.E, investors' concerns about the V.I.E. structure, and post-closing structures to convert the contractual arrangement into equity control.
SPEAKER: STEVEN ZHU; AllBright Law Firm
Networking Lunch
12:55 - 1:55 PM
The Drivers of China's Economic Growth
2:00 - 2:20 PM

China's economy is evolving, becoming more diverse and open to foreign investment. There are emerging industries, new policies, and new thinking about how the economy should be structured. China's economy is being changed by both internal and external forces. Internationally recognized economist, Jun Ma shares his insights on what is driving Chinese economic growth, and the key areas to watch.
KEYNOTE SPEAKER: JUN MA, Deutsche Bank
Completing a Reverse Merger: Legal Considerations for Chinese Companies
2:25 - 3:15 PM

This panel covers the legal and regulatory issues governing reverse mergers and cross-border transactions. The panelists share strategies and tactics for successfully completing reverse mergers with domestic and offshore investors. In addition, panelists will discuss different ways to raise capital after a company has undertaken a reverse merger and is public.
MODERATOR: RICHARD ANSLOW, Anslow & Jaclin
PANELISTS: SIMON LUK, Winston & Strawn; MITCHELL NUSSBAUM, Loeb & Loeb; JEFFREY RINDE, Blank Rome
How to Attract Foreign Private Equity Investors
3:20 - 4:10 PM

Recently the government of China has taken steps to liberalize regulations for foreign private equity firms. This panel provides a regulatory update and discusses how Chinese companies can attract foreign private equity investors.
MODERATOR: FRASER MENDEL, Schwabe, Williamson & Wyatt
PANELISTS: DAVID MUNOZ, BlackRock; NICHOLAS SHAO, Carlyle Group
RMB Funds: What does this Emerging Source of Capital mean for Chinese Companies?
4:15 - 5:05 PM

This panel discusses RMB funds, the legal and tax issues related to these funds, and what this expanding area of finance means for domestic Chinese companies. The session includes a timely discussion of the current regulations in pure and foreign-invested RMB funds in China.
MODERATOR: JIN ZHIGUO, Tsingtao Brewery Company
PANELISTS:
JOE FODOR, China Select Capital; JUNFENG LI, National Development and Reform Commission of the People's Republic of China; DINGFA "DAVID" LIU, Jun He Law Firm; TIMOTHY WANG, Suzhou Industrial Park Venture Capital; DAVID YOO, China Select Capital
The International PIPEs Conference Cocktail Reception
5:15 - 7:00 PM

 

Wednesday, May 26, 2010
Registration, Breakfast & Networking
8:00 - 9:00 AM
Chinese Company Presentations, Workshops & One-on-One Meetings
9:00 - 5:00 PM

Day two of the conference features concurrent breakout rooms with Chinese company presentations, technical workshop sessions, and plenty of networking. There will also be a formalized one-on-one meeting schedule that provides the opportunity for a full day of networking with Chinese company management teams.
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