Month: July 2009

Corporate Finance in China: Often A Well-Oiled Machine for Mangling Good Chinese SME

China Chop -- From China First Capital Blog Post


I’m a pretty even-tempered guy, for the most part. But, those who know me, or read this blog, will by now know that I have a rather lively contempt for the financial advisors who swarm all over China, coaxing Chinese SME to pay them huge sums to arrange an IPO. Most often, the IPO happens as quickly as possible, with maximum fees flowing to the advisors, often on the shabbiest, most illiquid and unregulated of all stock markets, the American Over-the-Counter Bulletin Board (OTCBB). 

So, it was with a mix of surprise and, to be honest, some annoyance that I found myself recently besieged by some of these same “financial advisors”, eager to become my friend and business partner. It happened at the PE Conference I attended in mid-July in Shanghai. I was there to give one of the keynote speeches. Overall, it was a great experience. The organizers were cordial and professional. The other speakers and panel-members were first-class. 

But, I occasionally felt like a bit of bait dangling on hook. At every break, I was approached by well-dressed and well-spoken people, eager to give me their business cards, and talk shop. It just so happened that the shop they wanted to talk about was how to revive their now-troubled business model of doing these quick and lucrative IPOs for Chinese companies. I quickly, and I hope politely, explained that they were anathema, and in my mind, deserved particularly excruciating forms of punishment for ruining so many otherwise-good Chinese businesses by promoting and profiting from these awful IPO deals. Boiling in oil perhaps? ;) 

Now, sure, these people didn’t have any way of knowing how I felt about what they do. They’ve never seen my blog, or heard me hold forth on the subject. So, I guess they must have found my reaction a little extreme. But, it did put a more human face on this whole problem, which I believe to be the single worst aspect of China’s financial system, that unethical and unprincipled advisors run rampant here, and have succeeded in convincing so many Chinese companies to IPO for the wrong reasons, at the wrong time, at grotesque expense with disastrous results.   

To be honest, I was a little surprised at just how nice and professional many of these “financial advisors” at the conference seemed to be. They didn’t conform very well to my stereotype, which admittedly, was formed by a quick meeting with one of these advisors almost two years ago. This was the guy who had tried, and nearly succeeded, to lure a great Chinese company to destruction via a “Form 10 Listing” on the OTCBB. This company later became China First Capital’s first client. 

The advisors I met at the conference were mainly eager to talk about how much they liked and respected CFC’s approach, and how much they had to learn from us. What is it they say about flattery being the food of fools? Anyway, soon after, they usually then started pitching me on some company or other that they were trying to list. One of them explained that they were now trying to get into the business of raising PE capital for Chinese SME. Did I have any tips? 

In this case, my advice was to disclose to these SME their past record of copping fat fees for taking companies public, knowing these clients would likely wither and die after the IPO. 

One thing that did strike me, in talking to these guys, is that they all tended to use the same Chinese phrase to describe their clients: “上市公司”, which I’d translate as “an IPO company”. It’s actually quite apt.  They are in business to arrange IPOs, not generally to raise capital, or act as bankers or trusted long-term advisors. 

We have some similar kinds of organizations in the US, and they often delusionally will call themselves “investment banks”. What they are, more accurately, are IPO bucket shops. In China, they still mainly call themselves “FA”, short for “Financial Advisor”. 

By whatever name, these guys are likely to remain a problem in China for a long time. They will not go out of business just because I hectored them about the damage they’re doing to entrepreneurship in China.  There are too many of them, and too many good SME for them to prey upon. They are like a well-oiled machine for mangling good Chinese companies.


A Gathering of Friends: Celebrating a Friendship Forged by a Successful PE Deal

Imperial portrait from China First Capital blog post

Of all the rewards of completing a successful financing, the most overrated are the pecuniary ones, and most underappreciated are the deep and lasting friendships that can result. I was reminded of this, vividly, on Friday. I shared a few very happy hours with the three other principals in the $10 million private equity financing we completed last November: Zheng Shulin, the owner and founder of Kehui International,  Elliott Chen, Kehui’s lawyer, and Ada Yu, a Vice President at the PE firm CRCI. 

We got together in Shenzhen to participate in a seminar at the Nanshan Venture Capital Club. The purpose was to give other entrepreneurs in Shenzhen a better understanding of the mechanics, timing and financial fundamental of pre-IPO PE investment in China. It was a very happy reunion. We hadn’t met as a group since last November. In the intervening months, Ada went on maternity leave and gave birth to twin daughters, while Mr. Zheng has been busy completing construction on the new factory in Jiangxi the PE investment enabled. The new factory will allow Kehui to more than double its output and become a dominant supplier of copper and aluminum-coated wires for use in electronics industry. 

There’s a nice symmetry here, of course: Ada’s twins and Mr. Zheng’s new factory got their starts at just about the same time last summer. That’s as far as I’ll go with the metaphor, since I’m sure Mr. Zheng will concede, despite his evident pride in his new factory, that Ada’s twins are the far more momentous creation. 

I was so happy and so moved by the whole experience on Friday, of being back together with Mr. Zheng, Elliott and Ada, and having a chance to “re-live” some of the experience in front of a crowd of about 70 at the seminar. Mr. Zheng shared one of the nicest stories from the closing: we were stuck at the final hurdle for over a month, waiting for government financial regulators in Jiangxi. They’d never before been asked to approve a foreign investment of this scale in their province, and so didn’t really know the rules or how to apply them. It looked like Jiangxi’s approval process could take months, and so cost Mr. Zheng the chance to get the new factory underway and meet surging orders. 

Mr. Zheng camped out in Nanchang, Jiangxi’s capital, to try to persuade the government officials.  I decided to visit CRCI’s office in Hong Kong to work out an agreement to advance the money ahead of the government’s final approval. CRCI’s partner agreed to do so, even though it could increase their risk in the deal. At the same moment I was dialing Mr. Zheng to give him the good news, he phoned me from Nanchang, Jiangxi’s capital, to say he’d just been given the final okay.  I returned to CRCI’s office a short time after, with Mr. Zheng, to sign the closing documents. The money arrived two weeks later.   

A big part of the credit belongs to Elliott Chen, since he both wrote the legal briefs, and spent the long hours explaining to Jiangxi officials how to apply the relevant national laws on foreign exchange transactions. A lesson here: in China, the national government in Beijing crafts very clear and often forward-thinking financial laws, but their implementation can be very hit-or-miss. Without Elliott’s work, we might still be waiting for Jiangxi Province to say Yes. 

Mr. Zheng, Elliott, Ada and I had some time to chat privately among ourselves. But, not nearly enough. Ada had to rush back to Hong Kong to take care of her twins, and the rest of us had business meetings to attend. For me, though, what most stands out is the deep feeling of friendship, forged by a common purpose to get an exceptionally talented entrepreneur the money he needed to take his business to the next level. 

While the ultimate success at Kehui will rightly belong to Mr. Zheng, all of us benefitted from our work on the financing. Elliott is now recognized as one of the best PE lawyers around. Ada is ready to resume her career at CRCI next week, knowing the Kehui investment is on track for a success as large as she could hope for. And, CFC is also on track to achieving the goal I set for it, of becoming the investment bank most proficient at capital-raising China’s best SME.





Shenzhen’s New Small-Cap Stock Market — A Faster Path to IPO. Not Always a Smarter Path

lichi painting from blog post by China First Capital

One of the main themes of the PE conference I attended last week in Shanghai was the launch of the Shenzhen Stock Exchange’s new Growth Enterprise Market “GEM”, for smaller-cap, mainly high-tech companies.

It’s been a long time in the planning – since at least 1999. In March 2008, China’s Prime Minister, Wen Jiabao, tried to kickstart the process and announced plans to open soon this second market in Shenzhen. Events then intruded – the credit crisis struck, financial markets tanked, and so plans for China’s GEM went into limbo.

Things are now back on track. Trading is likely to begin in October. At the conference, most of the speakers focused on hows and whys the GEM would open new opportunities for smaller companies to raise money from China’s capital market.

Overall, it’s a development I applaud. Private companies in China are often starved of growth capital, and the GEM will mean more of the country’s capital gets allocated to these businesses.

There is one aspect, however, of the GEM that I personally find a little less positive. It’s a small quibble, but my concern is that the opening of the GEM will lead still more Chinese companies to divert time and resources away from building their profits and market share and instead devote energy and cash towards going public. The smaller the company, the more potentially harmful this diversion of attention can be.

China is, to use a military analogy, a “target-rich environment”. Companies often have more opportunities than they have time or resources. This is the product of an economy growing very strongly (8% this year) and modernizing at lightning speed. Large companies can also suffer when they shift focus from gaining customers to gaining a public listing. But, they will usually operate in an established market with established customers. This gives them more of a cushion.

Smaller, high-tech companies don’t have as much leeway. For these companies (last year’s revenues under $5o million) the risk is that the time-consuming and expensive process of planning an IPO on GEM will severely impact current operations, causing it to miss chances to expand, and so lose out to better-focused competitors.

In other words, there’s a trade-off here that tends to get overlooked in all the excitement about the opening of this new stock market in China. The trade-off is between focusing on capital-raising and focusing on building your business.

In my experience, private Chinese companies are already often a little too fixated on an IPO. It’s the main reason so many have made the poor, and often fatal, choice to go public on the American OTCBB. The GEM, I fear, will add fuel to this fire. Often, the best choice for a fast-growing private Chinese company will be to ignore the many pitches they’ll hear from advisors to IPO, and hunker down by focusing on their business for the next year or two.

Yes, being a boot-strapped company is tough. There’s never enough cash around. I know this at first-hand, since along with running China First Capital, I’m also CEO of a boot-strapped security software company in California, Awareness Technologies. Our growth opportunities far exceed our ability to finance them. So, I can understand why the thought of raising an “easy” $5 million – $15 million by going public on the GEM is very attractive to any Chinese boss running a similar cash-short and opportunity-rich company.

But, capital always has a cost. In this case, the main costs will be both the cash paid to advisors and regulators, along with the indirect cost of being a beat slower to seize available opportunities to grow. In China at the moment, any slowness is not just a problem. It can be life-threatening. Every business here operates in a hyper-competitive marketplace.

Of course, any company that can raise money by going public on the GEM will eventually enjoy a big advantage over competitors. It will have the cash and the stronger balance sheet to finance growth. But, the IPO process in China remains far slower than in the US or Hong Kong. A company planning and funding its GEM IPO now, may need to wait two years or more to get all necessary approvals and so finally raise that money with an IPO. Meantime, competitors are, as Americans like to say, eating this company’s lunch.

It’s a discussion we often have with SME bosses – how to time optimally an IPO. A rule of thumb with IPOs is: “small is not beautiful.” Going public on the strength of still limited earnings and revenues will likely result in a small market cap. This can adversely affect share price performance, and so limit the company’s ability to raise additional equity capital. To avoid this trap, it’s often going to be better to wait. Let competitors get bogged down in IPO planning. You can then grow at their expense.

In one way, though, the establishment of the GEM market is an unqualified triumph. It sends the signal far and wide that private SME companies will play an ever larger role in fueling the growth of China’s economy.




In Global Private Equity, It’s China as #1

Qing ceremonial ruyi in China First Capital blog post


I spent the day in Shanghai on Friday, attending a private equity conference, and giving one of the keynote speeches. I’d thought about giving my talk in Chinese, but in the end, the discretion/valor calculus was too strong in favor of using my native language. I was one of only two speakers who used English — or in my case, a kind of half-bred version of miscegenated Mandarin and English. The rest of the conference participants — including two other Westerners and dozens who participated in panels – all spoke in Chinese.  It was quite humbling, and I’m determined to use only Chinese next time around. 

Shanghai has, so rapidly, become a truly international city. It’s one thing to say, as Shanghai’s leadership has been doing over the last decade, that Shanghai will surpass Hong Kong as Asia’s largest, most vibrant international financial center. It’s quite another to achieve this, or even make significant headway, as Shanghai has done. So many of the factors aren’t under the control of government authorities. They can only create the legal and tax framework. In the end, the process is driven by individual decisions made by thousands of people, who commit to learning English and mastering the basics of global finance. All are staking their careers, at this point, on Shanghai’s future as a financial center. 

It’s a version of what economists like to call “network effects”: the more individuals who commit to building Shanghai as a financial center, the more each benefits as the goal comes closer to fruition. On Friday, in Shanghai, I could see this process vividly displayed in front of me, of how widespread knowledge of English has become: of the 200 or so people who heard my talk, at a glance 99% were Chinese, and only a handful needed to use the translation machines.

My talk was titled “Trends in Private Equity: China as #1”.  In Chinese, it’s “私募股权投资:中国成为第一”

The basic theme was how “decoupled” China has become from private equity and venture capital investment in the rest of the world.  China is in the ascendant, and will remain that way, in my opinion, for the next ten years at least. It will be years before the PE and VC industries in the US reach again the size and significance they enjoyed a year ago. China, meanwhile, is firing on all cylinders.

There are many reasons for China’s superior current performance and future prospects. In my talk, I focused on just a few, including principally the rise over the last decade of a large number of outstanding private SME. They are now reaching the scale to raise successfully private equity and venture capital funding.

It’s another example of positive network effects: the Chinese economy is undergoing a shift of breathtaking significance: from dependence on the public sector to reliance on the private sector, or in my shorthand, “from SOE to SME”. The more successful SME there are, the more embedded this change becomes, and the more favorable overall circumstances become for newer SME to flourish. 

Here’s one of the slides from my PPT that accompanied the talk: 

—  Global Private Equity: in trouble everywhere except China

—  Recession; Credit Crisis; Over-leveraged ; closing IPO window

—  经济衰退,信贷危机,杠杆率过高,几近停止的IPO

—  Most PE firms dormant, can’t raise new equity or new debt; industry contracting

—  PE公司无法进行股权和债权融资,几乎处于休眠状态,行业萎缩

—  China is the exception:  strong economic fundamentals; shift from export to domestic market;  shift from state-owned to private sector;  rise of world-class SME

—  中国的独特之处:强劲的经济增长,从出口导向到关注国内市场的转变,经济从国有企业到私营企业的迁移, 富有成为世界级企业潜力的中小企业

 For anyone interested, the whole speech is available, in Chinese, at,1117,1134998.html





Trusting the Free Market — China Betters the US

chart for China First Capital blog post

“Chimerica”, “the world’s most important bilateral relationship”, “the G2”. These are phrases now in vogue to describe the relationship between China and America. The two countries tower over much of the rest of the world, accounting for over 25% of its population and 60% of global economic growth over the last five years. While China and the US continue to have their squabbles, economic and political relations are better than at any time in my lifetime.

My own life has been one long and fulfilling love affair with both countries, They represent twin poles of attraction. I grew up as a typical American kid, except in one respect. As far back as I can remember, I was completely fascinated by China. I believed that if I dug a deep enough hole in my backyard, I’d eventually come out in China. I kept starting the hole, especially when I was frustrated with my parents, but don’t recall ever getting very far. To me , the best thing about going off to university was that I could finally begin studying Mandarin. The most exciting day of my life (and I’ve had my fair share) was the day I walked across the Lowu Bridge in Hong Kong and into China for the first time in 1981.

My life’s goal became first to learn more about China, to study there and finally, after a lot of interesting career twists, to contribute whatever experience and talents I have to help China’s continuing economic transformation. That is why, two years ago, I started building China First Capital, a boutique investment bank that works with China’s private SME to arrange pre-IPO private equity finance.

I’m now lucky enough to call both countries home, dividing my time between Los Angeles and Shenzhen. Of course, there are more differences than similarities. For one thing, the food is better in China, and the summer weather is better in Los Angeles. But, all the same, I’m often struck by the deep affinities between China and the US – both are self-confident, continental-sized nations, with a shared sense of patriotism and optimism.

But, there is one important way in which the countries are moving in opposite directions. In this case, there is going to be a clear winner and a clear loser.

Americans are drifting further from their once unshakable belief in free markets. Chinese, meantime, are becoming ever more certain that the free enterprise system is the best way to organize society and fulfill the goals of its citizens. This is a very worrying development for the US, and a wholly positive one for China.

This remarkable shift is born out in the chart at the top of this post. It shows how Americans’ faith in free market system has been eroding, while Chinese are ever more certain of its superiority.

As someone working with some of China’s better entrepreneurial companies, I’m tremendously heartened by this change in China. The belief in free markets is affirmed by many daily interactions I have there, whether it’s with the boss of a successful private Chinese company, or the family that serves me steamed dumplings for breakfast. Chinese see opportunities everywhere for self-advancement, and want only the freedom to pursue it. Americans, by contrast, have grown more disillusioned, fearful. They are looking to the government, more than at any time I can recall, to solve their problems, to soothe what ails them.

How did China get it so right, while America is getting it so wrong? Recent history plays a big part. China has experienced unprecedented economic growth over the last 30 years, largely through a rolling program of reform that liberalized ever larger parts of China’s once hidebound economy. China’s economy has grown ten-fold over that time. Each additional increment of market freedom has brought with it improvements in the wellbeing of most Chinese citizens.

In the US, people are still reeling from the economic shocks of the last year – the credit crisis, recession, unemployment at a 27-year high, bailouts and bankruptcy of some of the country’s largest and most well-known businesses. Americans are looking for something to blame. Unfortunately, too many are blaming the free market system. Mistakenly, they look to government to restore growth and prosperity.

In China, on the other hand, the economy is vibrant, and Chinese have more opportunities than ever before, If they are looking to government for anything it’s to continue to maintain a steady course by continuing to liberalize.

I’m no pollster. But, I do notice, as I move between two countries, that not only is the belief in free markets stronger in China these days, but the overall business climate is more favorable as well. Competition is increasing, delivering more choice, better service, lower prices.

The US, meanwhile, is experiencing the largest increase in the size and scope of the government in peacetime history. Most people are smart enough to know that this will eventually mean more intrusive regulation and higher taxes — the twin forces that most choke a laissez faire system.

My sense is that the pendulum will eventually swing back in the US. People will be reminded soon enough that government cures are often worse than the underlying disease.

In China, economic liberty is increasing steadily, and life continues to get better for the vast majority of China’s vast population. If anything, this process is accelerating. China is, of course, still far less economically developed than the US. There are economic challenges, and issues on the horizon like an aging population to deal with.

But, at this particular moment in China, the population is growing more confident that solutions will come with freer markets, not greater centralized control. That is great news for everyone, including the companies we work for in China. The sooner Americans start thinking the same, the better.


A Management Theory for Success in Chinese Business? Read Mencius

Mencius -- China FIrst Capital blog

Courage. Determination. Tenacity. These are all qualities I find in abundance among the SME bosses I work with.

Their resolve and hard work, in building private companies of significant size and importance, seem super-human. Most of these companies were started a decade or more ago, when China was much less hospitable to private business, and the market economy was still in its infancy. The risks, at every stage, were large and close-to-hand. Still, they persevered, and eventually prospered. 

How did they do it?  I have no clear answer or insight, beyond the fact that all these men have uncommon intelligence and confidence. While firmly part of “the new China”, they are also, in one important respect, representative of the most classic of Chinese virtues.

These entrepreneurs personify an ideal beautifully described over 2,200 years ago, by the philosopher Mencius. 

 So it is whenever Heaven invests a person with great responsibilities, it first tries his resolve, exhausts his muscles and bones, starves his body, leaves him destitute and confounds his every endeavor. In this way, his patience and endurance are developed and his weaknesses are overcome.” *(see Chinese below)

Success in business has a moral dimension that is timeless. 

*”天降大任于斯人也必先苦其心志劳其筋骨饿其体肤空乏其身行指乱其所为所以动心忍性曾益其所不能.” Thanks to my friend Cao Zhen for providing this.