项目文件和项目组合管理：基本概述

The Private Placement Memorandum (PPM) is an important component of private securities offering for EB-5 projects. Under the U.S. Securities Law regulations, all businesses or enterprises receiving EB-5 investment capital must present investors with an PPM offering document, which outlines all parties involved in a transaction, the terms and conditions of the investment, project description, associated investment risks, and any protections which may be afforded to an investor. The PPM also contains detailed information about how an investor’s money will be spent, how the required jobs will be created per investor, repayment and other terms.

Under the U.S. securities laws, private offerings in most EB-5 deals are exempt from registration with the SEC. The PPM acts as an offering prospectus prepared by securities and immigration counsel of the Investment Issuer. Investors are encouraged to use the PPM along with other Subscription Documents as a primary source for all the information and disclosures relevant to the investment and offering terms, including:

• Project description and its objectives
• Funding and Financial terms and conditions, including loan terms and maturity
• Repayment Conditions
• Redeployment
• Project management operations
• Arbitration Clauses
• Issue details

Investors are reminded to treat this due diligence process carefully as issuers or project developers may make claims or promises in their marketing materials or to investors verbally. However, if these claims or verbal promises are not specifically mentioned in the PPM, they are illegitimate claims and have little legal weight. Therefore, investors should review their project’s PPM extremely carefully before signing to ensure the terms which an investor assumes apply to their investment are actually codified within the PPM. The investor should carefully consider the details of a PPM and Subscription Documents with an EB-5 Private Placement consultant or intermediary before investing in a project.