China Trade & Export Finance Conference Commodity Finance in PRC
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1 China Trade & Export Finance Conference Commodity Finance in PRC JOLYON ELLWOOD-RUSSELL Jolyon Ellwood Russell, Partner James Willcock, Registered Foreign Lawyer Gulong Ren, Legal Officer
2 Agenda Commodity financing structures Pervasive challenges for the Offshore Lender FX Controls PRC Security Various commodity financing structures Warehouse financing Deferred payment Repo Prepayment facilities Prepayment facilities How are they structured? Which are the variant structures? Market trends in prepayment Opportunities and development for Offshore Lenders in China UDR:
3 Regulatory framework capital account v current account Capital v Current Account Transactions RMB/FX Capital account transactions investment, loans SAFE APPROVAL/ REGISTRATION REQUIRED (BORROWING GAP) Current account transactions import/export, services, rent, dividend, royalties, interest SAFE APPROVAL NOT REQUIRED 3
4 Taking PRC security in cross-border trade finance structures Security law of PRC (Chinese) Pledge Over goods Over bank accounts "fixing" pledged cash Escrow Arrangement Pledge over Account Receivables 4
5 Warehouse financing ONSHORE OFFSHORE Notes Document flow Fund flow cargo flow US$ BORROWER BANK A/C US$ LENDER LETTER OF CREDIT D. ESCROW ARRANGEMENT C. PLEDGE OVER RECEIVABLES 1 US$ FACILITY AGREEMENT BUYER 3 COMMODITY SPA2 BORROWER 2 CASH ADVANCE COMMODITY SPA1 SUPPLIER WAREHOUSE COMMODITY COMMODITY B. PLEDGE OVER GOODS A. PLEDGE OVER GOODS/BILLS OF LADING 5
6 Deferred payment (import) ONSHORE OFFSHORE 1 MASTER SALE AGREEMENT 2 COMMODITY SPA1 BUYER (BORROWER) US$ SELLER (LENDER) US$ SUPPLIER COMMODITY TITLE COMMODITY TITLE COMMODITY WAREHOUSE COMMODITY 6
7 Repurchase arrangements (Repo) ONSHORE OFFSHORE COMMODITY BUYER (SELLER) SALE AND PURCHASE US$ LENDER (BUYER) CONDITIONAL OFFTAKE AGREEMENT OFFTAKER Notes: 1. Repo provider (Lender) takes ownership of commodity pursuant to commodity sale and purchase agreement.. Title of goods transfer to Lender (not security). 2. Conditional offtake agreement is in forward contract that ensures repayment of loan and return of collateral. 7
8 Prepayment ONSHORE OFFSHORE Notes: LENDER Document flow Fund flow Cargo flow Lender to finance prepayment subject to satisfactory CPs and legal documentation 2. Purchase Contract between Borrower and Seller 3. Borrower advances funds to Seller 4. Purchase Contract assigns to Lender to acknowledged by Seller 5. Seller delivers goods to Borrower 5. Delivery 6. Borrower repays the Lender in accordance with terms of the facility SELLER (PRC) 2. Purchase Contract 3. BORROWER 4. Assignment 8
9 Prepayment facilities Prepayment Structure Notes: ONSHORE OFFSHORE Document flow Fund flow Cargo flow LENDER 1: Lender to finance prepayment subject to satisfactory CP's and legal documentation 1a: Offtaker receives intercomopany loan from Borrower 1 6 2: Offtake contract between Offtaker and Producer BORROWER 3a: China Issuing Bank issues an on-demand performance guarantee ("BG") ifo. Offtaker for obligations of Producer under Offtaker contract 3b: Offtaker advances funds to Producer 1a 6 4: Assignment 4: BG + Offtake contract assigned to Lender acknowledged by China Issuing Bank and Producer 5: Producer delivers to Offtaker PRODUCER (PRC) 5: Delivery 2: Offtake Contract 3b OFFTAKER (OFFSHORE) 6: Borrower places cash with Lender the day Offtaker takes delivery and Lender deducts the cash from the account as a repayment BG ISSUING BANK (PRC) 3a: Bank Guarantee 9
10 Prepayment facilities (hybrid) ONSHORE OFFSHORE A: Pledge over receivables BORROWER BANK ACCOUNT B: Escrow Arrangement OFFTAKER BORROWER LENDER $ Commodity Purchase Contract Facility Agreement $ Notes Document flow Fund flow Cargo flow PRODUCER 10
11 Opportunities 11
12 China Trade & Export Finance Conference Commodity Finance in PRC Jolyon Ellwood Russell, Partner James Willcock, Registered Foreign Lawyer Gulong Ren, Legal Officer JOLYON ELLWOOD-RUSSELL UDR:
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