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豁免市场产品

  豁免市场产品是加拿大所特有的一种投资产品,所有的豁免市场证券都是完全按照 National Instrument 45-106 的规定发行的。所谓的“豁免”,是指这些产品与其它证券产品相比,在以下方面被免除了相关责任:
  1、不需要向客户提供招股说明书/基金产品说明书( prospectus );
  2、更少的信息披露责任(require less disclosure than a prospectus offering )

  如果想在豁免市场(exempt market ) 销售相关的证券产品,发行商必须确保:
  1、提供发行备忘录( issue an offering memorandum ,exemption not available in Ontario);
  2、只向符合资质的投资者销售( sell only to accredited investors ),或者
  3、只向家庭成员、朋友及生意伙伴销售( sell only to family, friends and business associates ),或者
  4、每笔交易额不低于15万加元( sell a minimum of $150,000 per transaction )。

  豁免市场产品有可能较其它投资产品有更高的风险,主要表现在其不能在任何二级市场交易,因此不具备足够的流动性,同时其也不需要象其它证券产品那样向投资者尽持续信息披露的义务。但是另一方面,一款好的豁免市场产品也能提供远高于一般证券(基金)的投资回报。

  我们是在安省证监会注册的豁免市场产品销售代理,本着实事求是、尽责诚信的态度向符合资质的投资者推荐合适的豁免市场产品。热忱欢迎朋友们来洽询具体产品信息。

  点击了解和顿国际集团北美土地储备投资

  延伸阅读: Canada’s exempt market: Exclusive, anything goes investments,but play at your own risk

 

附录:Due Diligence Issues

Exempt market securities may or may not have detailed disclosure depending on the exemption relied on so it is important for potential investors to ensure that they perform appropriate due diligence of their own (arguably this is necessary for any investment regardless of whether it is offered under prospectus or not). - The following is a non-exhaustive list of some due diligence issues to address:
- Experienced management team – Work with teams that have a track record at both the investment management level and at the operational level – there is NO substitute for a track record of successful investment and operation in the business area by the team you are trusting to act on your behalf.
- Clear investment premise – The investment premise should be based on sound fundamental analysis that is simple to understand and clearly laid out in the presentation. Avoid momentum-based investments where the core rationale is effectively that “everyone else is doing it”.
- Tax efficient structure – Tax can have a major effect on your returns. Make sure that all reasonable and credible steps have been taken by the management team to manage tax obligations.
- Audited financial statements – Management must provide annual audited financial statements. A past failure to do so should act as a red flag.
- Regular operational reporting – Management must be open and available to answer your questions about the business.
- Clearly defined hold period – Make sure that the hold period is clearly defined and cannot be arbitrarily changed or extended by the management team. You need to know how long your investment will be committed and exactly when you can expect repayment.
- No non-arms length transactions – Situation where the management team acquires the target assets first and then sells them to the fund for an upfront profit. Even if disclosed in the offering documents this is a poor practice and creates a mismatch between the economic interests of the management team and the interests of the investors.
- No acquisition fees - Fees where the management team gets paid a portion of all capital deployed. This creates a mismatch between the economic interests of the management team and the interests of the investors, as acquisition fees are not tied to returns.
- No fee escalation – Management fees should not be tied to appraised or calculated asset value that is an unrealized gain. The only valuations that matter are the purchase price and the sale price. Management should receive the bulk of their fees based on gains that are actually realized for investors.
- Incentives reward ACHIEVED performance – Favor investments where the manager makes the bulk of his return only when you make a return. This fee structure is commonly referred to as “success based”. Lifts, acquisition fees, escalating annual management fees are not success based.

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