Preface xiii
         Acknowledgments xvii
         CHAPTER 1 Private Equity: An Introduction 1
         Overview 1
         Stages of Development of a Company 2
         Differences between Private Equity and Venture Capital 5
         Differences between Private Equity Investments and Corporate Mergers and Acquisitions 6
         Inventis Private Equity Model 8
         Structure of a Private Equity Fund 11
         General Partners 11
         Limited Partners 12
         Investment Committee/Advisors 12
         Professionals 12
         Private Equity Investment Process 13
         Planning, Fund-Raising, and Deal Sourcing 14
         Due Diligence 16
         Deal Structuring 18
         Portfolio Management 21
         Exit Strategies 24
         CHAPTER 2 Overview of the Political, Macroeconomic, and Financial Landscape in China 33
         Overview 33
         Regulatory Environment 35
         Chinese Government Agencies and Their Relevance to Private Equity 37
         China’s Macroeconomic Conditions and Trends 45
         Macroeconomic Condition 1: Inflation 48
         Macroeconomic Condition 2: Widening Income Disparity 49
         Macroeconomic Condition 3: Accelerated Aging Population Structure 50
         Macroeconomic Trend 1: Increasing Urbanization 51
         Macroeconomic Trend 2: Westward Shift in Industrialization and Development 53
         Macroeconomic Trend 3: Strong Growth in Domestic Consumption 54
         Macroeconomic Trend 4: Shift Toward Value-Added Industries 56
         China’s Financial Markets 57
         Key Phases of Developments in China’s Capital Markets 58
         China’s Equity Markets 62
         Foreign Listings on Chinese Exchanges 65
         China’s Credit Market 67
         Trust Financing 72
         China’s Futures Markets: Commodity Exchanges and Derivatives Exchanges 73
         Summary 75
         CHAPTER 3 Private Equity in China 77
         Overview 77
         Key Market Trends and Developments 79
         Private Minority Placement Quadrant 81
         Private Majority Placement Quadrant 82
         PIPE Minority Deals Quadrant 83
         Private Equity Funds in China 97
         Foreign-Owned Private Equity Funds (FOPE) 97
         Chinese-Owned Private Equity Funds (COPE) 99
         State-Owned Industrial Private Equity Funds (SOPE) 100
         Hybrid Foreign/Chinese USD and RMB Private Equity Fund (HOPE) 101
         Private Equity Investment Structures in China 102
         Red Chip Structure or Round-Trip Investment 102
         Onshore Structures 108
         Leveraged Buyouts 112
         Valuation Adjustment Mechanism 114
         VAM in China’s Private Equity Industry 114
         Financial Measures 116
         Non-Financial Redemption Measures and Stock Offerings 117
         Stock Offering: Expiration of VAM Agreement 119
         Challenges of VAM 121
         Exit Strategies for Private Equity Investment in China 121
         Initial Public Offerings 122
         Initial Public Offerings in Domestic Markets 125
         Initial Public Offerings in Overseas Markets 129
         Trade Sales 130
         Secondary Sales 130
         Leveraged Recapitalization/Distribution of Dividend 131
         Benefits of Private Equity for China 132
         The Case for Demutualization of Chinese Stock Exchanges through Private Equity Investments 136
         CHAPTER 4 Renminbi Private Equity Fund 137
         Overview 137
         Setting Up and Fund-Raising in China 138
         Investing in China 142
         Exit Options for the RMB Fund 143
         The Renminbi Private Equity Fund 144
         Types of RMB Funds 145
         Domestic Limited Partners 149
         Private Equity Regulations and Incentives 159
         RMB Funds’ Edge in Investing in China 160
         Challenges and Opportunities for FOPE-RMB Funds 161
         The Future of Domestic Limited Partners 162
         Qualifi ed Foreign Limited Partnership Pilot Program 163
         Management of Hybrid Funds 166
         Onshore Legal Structures of RMB Funds 171
         Restrictions for Foreign-Invested Partnerships (FIPs) 175
         Treatment of FOPE-RMB Funds: Domestic or Foreign? 176
         Exit Options for RMB Funds 177
         Domestic Listings on Chinese Stock Exchanges 178
         Private Equity Secondary Markets in China 179
         China’s Domestic Limited Partners 180
         Impacts of RMB Convertibility on RMB Private Equity Funds 181
         RMB Private Equity Outbound Investments 182
         CHAPTER 5 Investment Opportunities for Private Equity in China 187
         Overview 187
         Foreign Acquisition and National Security Review 189
         China’s Five-Year Plan for National Economic and Social Development 191
         China’s Seven Emerging Strategic Industries 195
         Energy Saving and Environmental Protection 199
         Renewable Energy 205
         Alternative Energy Vehicles 210
         Next Generation Information Technology 213
         High-End Equipment Manufacturing 215
         Biotechnology 217
         New Materials 221
         Investment Opportunities in China’s Energy Sector 224
         Key Energy Security Concerns 224
         Strategies to Tackle China’s Energy Challenges 227
         Trends in the Oil and Gas Sector in China 230
         Relationship between the Energy Firms and the Government 233
         CHAPTER 6 Challenges and the Future of Private Equity in China 235
         Overview 235
         Fund-Raising 236
         Deal Sourcing 238
         Good Deals Are Getting Scarce, Valuations Becoming Too High 239
         FOPE Funds Are Competing with COPE Funds in Deal Sourcing 239
         Moving West 240
         Consolidation Opportunities 240
         Seeking Uniqueness from Other Funding Sources 241
         Due Diligence 242
         Reliability of Financial Statements 243
         Intellectual Property Rights 245
         Deal Structuring 247
         Portfolio Management 250
         Change from Boss Culture to Management Culture 251
         Communication and Timely Information 251
         Resistance to Change 252
         Fighting for Control 253
         Exit 255
         Valuation Obstacles 256
         China’s Private Equity Secondary Sales Market Is in the Nascent Stage 257
         Foreign Exchange Controls and RMB Convertibility 258
         Avoiding the Restriction or Seeking Local Government’s Aid 258
         Gradual Loosening of Capital Inflows, Especially for Private Equity 259
         Capital Outflows Are Strict, But Less Stringent than Inflows 259
         The RMB Fund Advantage—Artificial and Temporary? 260
         Media Reports and Public Perception 262
         Guanxi Management 264
         One Party to Gain Positive Career Prospects, the Other to Gain Justice Support 265
         Private Equity Firms Do Not Invest in Green Fields, So No Need to Build Complicated Relationships 266
         The Company Shareholders and Management Team Already Have Guanxi for Running the Business 266
         Private Equity Firms Can Engage an External Consulting or Public Relations Firm 266
         FOPE-RMB Funds 268
         COPE-USD Funds 269
         Leveraged Buyouts 270
         Private Equity Professionals in China 271
         Trend 1: From Foreign to Domestic Private Equity 273
         Trend 2: From Investment Banks to Private Equity 274
         Trend 3: From Traditional Industries to Private Equity 275
         Trend 4: From Entrepreneurs to GPs and LPs 275
         Conclusion 276
         APPENDIX A Government Structure of the People’s Republic of China 281
         APPENDIX B Key Points in a Private Placement Memorandum 287
         APPENDIX C Geography of China 289
         APPENDIX D Selected Private Equity Funds in Greater China 293
         About the Author 299
         Index 301
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