How & Where to IPO: Research Article by CFC Published in Chinese Magazine

 

Cover 

The current issue of “Corporate Finance Magazine” has a Chinese-language research report written by the China First Capital management team. It’s the cover story. The title of the report is: “如何选择上市的时机和地点”. It examines some of the right  and wrong ways for a Chinese SME to IPO. 

The article begins on page 10. Download report here

We are very happy about the planned opening of trading later this month on the new Growth Enterprise Market (创业板 ) here in Shenzhen. We hope it will give many successful SME new opportunities to go public properly and efficiently.

Our goal is that the report in Corporate Finance will contribute towards a successful future for the Growth Enterprise Market and for all of China’s best-performing SME. 

 


The Time of Candied Crabapples and Persimmons: Beijing in Autumn

Persimmons, from China First Capital Blog Post

Back in Beijing after an absence of two years. I know enough to expect big changes every time I return to Beijing, a city that is undergoing the most “meta” of metamorphoses. The most noticeable one this time, in the midst of a short and busy stay, is the completion of at least four new subway lines, and a high-speed train to the airport.

While crowded, the subway is a far better way to get around than above-ground, where the traffic situation in Beijing continues to worsen. This in spite of the fact that 20% of the city’s cars are kept off the street each weekday. Weekends are a free-for-all. With car sales in China running now at over one million per month, traffic is only going to worsen, especially in Beijing. 

Beijing is the most car-crazy city in China. The simple trope is: in Shanghai, people would rather spend money to live in a nicer place and then ride the bus. In Beijing, the opposite is true. Having four wheels under you matter more than the four walls around you. 

October is, famously, the nicest month of the year in Beijing. Daytimes are still warm, the air fresh and the sky often a shimmering blue. The streets are filled with vendors selling the wonderful assortment of autumn foods that have been an inseparable part of October in Beijing for hundreds of years: candied crabapples, persimmons, chestnuts. 

I’m here to participate in a private equity conference organized by and held at Tsinghua University. I readily accepted the invitation to appear, both because it’s an honor to be invited to speak at Tsinghua, and also because I wanted very much to return to the northwestern part of Beijing where the university is based. I was last here (gulp) 28 years ago, when I first arrived in China. I haven’t been back since. 

The changes are so comprehensive that, but for a few old candy-striped smokestacks, nothing seems to remain from the early 1980s. The area around Tsinghua is now filled with shops and modernist glass towers. I remember the university district of Beijing (which houses both Tsinghua and Beijing University) as being very gray, remote and very somber,  with nothing either to comfort or disrupt the life of a student at China’s two most elite universities.  Now, it’s got a hip, Harvard Square kind of vibe.

Tsinghua has a special history, one that has always symbolized for me the unique nature of the relationship between US and China. The university was founded by the American government, using some of the indemnity paid by the Qing emperor following the Boxer Uprising in 1900. While the circumstances that led to the payment of the Boxer reparations are mainly ignoble, I’m nonetheless proud that my country used its relatively small share of the money to establish first a scholarship program for Chinese to study in the US, and then, later, to establish Tsinghua University. The Russians, Germans, British, French and Japanese, who collectively got 93% of the indemnity,  took their share of the money and did nothing of any kind to benefit China. 

Not always adequately or consistently, but America has mainly viewed its role in China as mentor and friend, the least barbarous of the foreign barbarians. 

The conference just ended. I’m going to huddle up against the nighttime cold, and go out to smell the roasted chestnuts, and dodge the fierce Mongolian winds that are juddering the trees.

.

 

How PE Firms Use Tax Arbitrage To Turbocharge Their Profits

Lacquer scholar's tools, from China First Capital blog post

Private companies the world over share one common trait: a preference for paying as little tax as possible. In Italy, for example, under-reporting of taxable income by privately-owned companies is an accepted national pastime. Italy even created a special national police force, the Guardia di Finanza,  just to go after this rampant tax-cheating. They haven’t had much luck, as far as anyone can tell. 

China is no different, of course. Private companies here will try to organize their affairs in such a way that taxable income is kept as low as is plausibly possible. Business taxes are large in number and relatively high considering China is still a developing country. Corporate income taxes, for example, can reach 33% depending where you are. This is on top of a national VAT of 13%-17%, and all kinds of other assessments on wages, assets, real property. 

The usual practice is to maintain three sets of books, one for tax authorities, one for banks that show a better picture to keep the loans flowing, and the third lets the owner see the real picture. Again, this is pretty much standard practice the world over.

Public companies, of course, have far less latitude to under-report taxable income, since they undergo a properly intensive audit every year. They also have a very different incentive than private companies. A public company’s share price is usually determined by its profitability. The higher the profit, the higher the share price. Many public companies have gotten into trouble by reporting too much profit, sometimes by fabricating sales, as a way to bolster their share price. 

This opposing approach in reporting taxable income creates a very nice arbitrage opportunity investing in private Chinese companies on the road to a public listing. This tax arbitrage often turbocharges the already high risk-adjusted returns for PE investors in China. 

Here’s how it works: PE investors generally use a Price-Earnings multiple to value a company on the way in. The multiple will usually be between six and nine times last year’s profits. That’s already a little low, given how large and fast-growing these companies often are. But, the 6-9X  valuation multiple becomes more akin to highway robbery when you look at it more closely. Everyone knows, of course, that the profit number used to make this valuation calculation is understated. It’s generally based on the only set of audited returns that are available, and those are the books prepared for China’s tax authorities. 

So, if the company’s tax records show a profit last year, for example, of $5mn, it’s a reasonable assumption the real figure is anywhere from 40% to more than 100% higher. But, the the purposes of calculating valuation, only the under-reported number is used. The effect is to lower the PE multiple from 6-9x. to perhaps 3-5x.  That makes these PE investments China in a screaming bargain, assuming everything goes well, of course, after the investment. 

But, from the PE firm’s standpoint, it gets even better than being able to buy in at very low valuations. They know that a big part of the plan, after investment, will be the get the company ready for an IPO. This is usually a two to three year process that involves reporting a larger and larger percentage of the actual profit as taxable profit, since this will also be the profit number used for IPO valuation. 

For every dollar of “found” profits inside a company, the PE investor stands to make at least five extra dollars in return, based on a typical-sized investment where the PE firms buys 25% of the shares. This gain occurs even if the company does nothing after investment to increase its profits. All that’s happening is an accounting change that puts money in PE firm’s pocket. 

It’s a reasonable assumption that a Chinese company going public will get a PE multiple of 20x. (Currently, in China, the PE multiples are often twice that level.) The PE firm buys the same dollar of profits for $4, and then sells it for $20 a few years later. 

Of course, the plan will be to do even better, by putting the PE capital to work in ways that will earn a good return over the same two to three year period. So, let’s assume that profits at least double, but perhaps even triple, from the taxable- reported income the PE investor used to make this original valuation.  The IPO valuation captures not just the profit from the accounting arbitrage, but the company’s own high-octane performance after the investment. 

Add it up, and it’s not unreasonable for the PE firm to make a +300% return in only two to three years. Of course, it’ll never be seen quite this way. Instead, the PE firm will get a lot of credit for improving a company’s financial reporting and controls, and so enhancing profits. The PE firms do play a role in this. But, a lot of the profit was there to begin with. All the PE firm did was ask the company’s owner to report more of it, pay more tax, and so bring his books into alignment with public company standards. 

Now, my friends in PE firms will probably view things differently, stressing the part about the work they do after investment to improve accounting controls, and that they will never know precisely how much buried profit there is a company until after they’ve invested. It’s a basic principle of finance that there’s an information asymmetry between the owner-manager and outside shareholders.

Sometimes, not only profits are hidden, but all kinds of other unpleasantness. Both are true, and yet on balance, PE firms are getting by far the better of the deal. Their due diligence, which is both extensive and expensive, should uncover anything serious before money is committed. Once the money is invested, however, the PE firm can start benefitting from profits that remained hidden from the taxman..

China First Capital’s New Website

Qing painting, China First Capital blog post

With CFC’s business motoring along nicely, I decided in late spring to redesign our very bare-bones website, to add more information, and make it a little more pleasing to the eye. After four months of sometimes tedious labor, the process is now complete. The English-version of the new CFC website went live earlier this week. The Chinese version will follow after the October holidays in China.

During my journalism career at Forbes, I had some experience working with designers, so I generally understand how words and images can best interact on a page.  Or, at least I thought so. Web design is a whole different ballgame. The web format allows for a lot more flexibility than designing print pages to in a particular newspaper or magazine’s existing template. You can incorporate animation, videos, pictures, sound.  But, there’s also a lot more chaos about the whole process. Maybe it’s the fact that a good web designer must be combine the character traits of a graphic designer and a computer programmer. Rendered in mathematical terms: flakiness 2

Everything turned out well. But, completing the site took far longer than I’d expected at the outset. I helped contribute to the delays by frequently changing my mind about which images should appear on the site. I decided one thing emphatically from the start:  I did not want to reproduce the hackneyed sort of imagery you see on every other financial industry website I’ve ever seen, from Goldman Sachs’ to a small regional bank’s. So, I wanted no photos of men shaking hands, or gathered around a conference room table, or walking purposefully down a busy urban street holding a briefcase. For one thing, I don’t even own a briefcase.

Instead, I wanted to do something far more personally meaningful on the site, and use only close-up images of Chinese art.  After some experimenting with images of Ming Dynasty porcelains and sculptures, I decided to use only Chinese paintings. I wanted them to reflect many of the broader thematic and stylistic movements in Chinese painting, from the Tang Dynasty to the Qing Dynasty.  And, of course, I wanted to feel a connection with each image, both aesthetically and also as  metaphorical statement of core principles and values that animate our work at CFC.

That’s a pretty tall order. I probably looked at over 1,000 paintings, and did my own, on-screen close-up crops of several hundred, before deciding on the 25 I liked most. In the end, there was room on the new site for only 13.  Early on, I’d thought of using close-ups from several thangkas I’m lucky enough to own. The images were gorgeous, but my team felt (and I ultimately agreed), they were too unmistakably religious, even in extreme close-up,to fit well on the site.

The text was not as difficult. We’re lucky in that our business has a very clear, narrow focus that’s easily expressed.  Ours is also, importantly, not a business that relies on website traffic, or Google search results, to create awareness and revenue. I know this other world very well, through my role at Awareness Technologies, which is a web-marketer par excellence. Every day, Awareness Technologies’ websites and Google strategy will deliver new customers who buy our software. It’s highly-specialized work, this kind of online marketing, and my Awareness colleagues do it as well as, and often better than,  anyone else in the world. Awareness Technologies also builds great software, which matters even more, of course, to the success of the business. 

CFC, on the other hand, is mainly a “word of mouth” business. Chinese SME come to us not through an online search, but because we’ve been introduced to them by others they know and trust.  In fact, I wouldn’t be surprised to learn none of our clients have ever visited our website.  They’re generally too busy running their companies to spend much, if any time, online – let alone searching the web to find an investment bank.

I wouldn’t have it any other way. I don’t look to the CFC website to generate “walk-in” traffic. We do no search advertising, or web marketing. So, someone finding our website will usually do so through following a link on what’s called a “natural search result” at Google, Yahoo, Baidu or other search engines. 

My main hope for the new website is that all those who do visit it, first and foremost, will get enjoyment from looking at the paintings, and allow the close-ups to meander around in their minds for awhile.  If that gets them then to read about what we do, so much the better.


Shenzhen’s New Growth Enterprise Market: Getting it Right, Right From the Start

 

China First Capital blog post -- Ming Dynasty jade bowl

 

“Manage people’s expectations. Then, exceed them.” That’s not a bad rule to live by, or management principle to apply in regulating China’s fast-moving capital markets. This past week, China Regulatory Securities Commission, the nation’s stock market regulator, moved one step closer to opening trading in the new, Shenzhen-based, Growth Enterprise Market. It’s been ten years in the planning. The names were finally announced of the first companies that will list on the new market when trading begins later in October. All are private SME, and several had pre-IPO private equity funding.

The total amount of capital this first crop of IPOs will raise is well above most earlier estimates. The original stated plan was for smaller companies to list on the GEM, which, in turn, suggested the GEM market would be only a marginal contributor of growth capital for private SME. The minimum requirement was set at just $1.5mn in aggregate profits over the last two years. Even at high Chinese multiples, firms of that size would struggle to raise more than $10mn in an IPO.

But, in something of a surprise, CSRC chose larger companies to be in the first group to list. It now looks like that the ten companies will raise a total of over $400mn when their IPOs close, or an average of $40mn each. This, in turn, points to a cumulative market capitalization for this first group of around $2 billion. That bodes well for the market’s long-term future. A larger market capitalization means more liquidity and so less volatility in the share price. This will help attract more capital to the new Shenzhen market, and to subsequent future IPOs there.

Bravo, I say! The CSRC may well get the formula right, and so prove that these smaller-capitalization “growth stock markets” can work, both for companies and investors.

Elsewhere, these growth stock markets have mainly failed in their stated purpose to create an efficient platform for smaller companies to attract investors and raise capital. Germany’s Neuer Markt shut down soon after it was created. The small-cap markets in Singapore and Hong Kong have been disappointments. Small-cap companies stayed small-cap companies, which is entirely contrary to the purpose of a “growth board” like this. The granddaddy of them all, America’s OTC Bulletin Board, has become an all-purpose dumping ground for shady American firms, stock manipulators, and, sadly, several hundred once-strong Chinese SME who listed there after taking very bad advice from self-interested advisors and brokers looking to make a quick buck.

It’s anybody’s guess how many companies will list on Shenzhen’s GEM this year, or next. There is a backlog of at least 100 that have applied, and been provisionally accepted by CSRC. One thing we know: each IPO in China will get its final approval as part of an orderly process that takes into account the performance of companies already listed on GEM, and stock prices trends overall.

The Shenzhen GEM shows every sign of beginning to fill a very large, very important funding gap in China. Assuming, as I hope, that CSRC continues its preference for companies able to raise at least $30mn-$40mn in a public listing, these IPOs will channel capital to companies who would otherwise find it very hard to come by. Most of the private equity and venture firms that we work with don’t write checks that large. They generally invest around $10mn-$25mn in pre-IPO equity capital to own 20%-30% of a private Chinese SME. These investments are done at valuations of around eight times last year’s profits. So, a GEM listing could become the best source of growth capital for an SME that already has achieved some success, has profits of over $10mn-$20mn a year, but is still too small for a main board listing, in China or outside.

The public markets have two big advantages over private equity financing: they offer much higher price-earnings valuations, and give shareholders a liquid market to trade their shares. On the other hand, for Chinese SME, staging an IPO in China always has a level of deep unpredictability. The CSRC makes all the decisions about which companies can IPO and when. So, SME can wait two years or more to apply, get approval, and then put the IPO proceeds in the bank. If that SME is now growing quickly, has outsized opportunities near-to-hand with a high rate of return, but can’t finance its growth internally or with bank debt, a round of private equity will almost certainly be the best route to follow.

Done right (see my earlier blog post, on Foshan Saturday ‘s IPO) a company’s market capitalization, when it eventually completes its IPO, can be at least three times larger than it is at present. That means the laoban gets richer (nothing wrong with that), and investors are happier, too, because of the increased liquidity and stability from the higher market cap at IPO.

I’m extremely positive about the role the GEM will play in helping to build even stronger private Chinese SME. The CSRC and Chinese government have taken over ten years to plan this new stock market, and learn from the mistakes of others. All signs now are that they have done so, and the GEM will gradually create a group of publicly-traded private companies that will go on to achieve far more impressive results in the future.

From China, a Plan to Topple One of America’s Most Dominant Brands

China First Capital blog post -- China private equity

Every list of America’s most valuable brands includes the same parade of names, year after year – Coca-Cola, McDonalds, Disney, Google. Every year, these lists also ignore what could be the single most dominant brand of all. This brand is known by everyone in America, enjoys a higher market share than any of those on the list, and is able to charge a price premium as much as 300% above its competitors. The brand? Crayola Crayons. 

That’s right, that most humble and low-tech of children’s toys. No one outside the company knows Crayola’s exact market share. A good estimate is at least 80% of the US crayon market. Maybe higher. In other words, Crayola is dominant enough not just to warrant an anti-trust investigation, but to be broken up as a monopoly. 

Of course, I’m partly joking here – about the anti-trust part, not about the market share. Heaven forbid the US Department of Justice should ever decide to police kids toys. But, Crayola really is astoundingly powerful and dominant in its market. It enjoys, according to the company’s own research, 99% brand recognition in the US. Its name is not only synonymous with crayons, but has more or less shut down any lower-cost competitor from grabbing much of its market share. How it does this is also something of a miracle, since as far as I can tell, they do comparatively little advertising to sustain this. In other words, they are not only the most dominant brand, they are also the thriftiest, in terms of how much is spent each year sustaining that position in parents’ minds and kids’ playrooms. 

We don’t know exactly how big Crayola is, or any other fact about its financial performance, because it’s a private company. In fact, even more impenetrably, it’s a private company inside a private company. Binney & Smith, the original manufacturer, was sold to famously-secretive Hallmark in 1984. It’s all educated guesswork. 

But, I’m lucky to know a Chinese boss whose guesswork is far more educated than most. David Zhan is boss and majority shareholder of Wingart, a manufacturer of children’s art supplies based in Shenzhen. David is one of the smartest, savviest and most delightful businesspeople I know. Wingart is also one of my very favorite companies – though they are not a client, nor an especially large and fast-growing SME. But, Wingart is exceptionally well-run and focused, with well-made and well-designed products, as well as the most kaleidoscopically colorful assembly line I’ve ever seen. 

Wingart makes crayons. They are better than Crayola’s. That’s not David’s pride speaking, but the results of some side-by-side testing done by one of the larger American art supply companies. I personally have no doubt this is true. I’ve seen Wingart’s crayon production. Not only are they better, but they are much cheaper too. 

Still, it’s almost impossible for Wingart to gain any ground on Crayola. Wingart mainly sells under other companies’ brand names in the US, including Palmers, KrazyArt and Elmer’s. They have good distribution for many of their products at Wal-Mart and Target. But, not crayons. Wal-Mart would like to start selling Wingart’s crayons – not just, presumably, because they are better than Crayola. But, Wal-Mart, famously, does not like to be reliant on a single brand, a single supplier, for any of the products it carries. 

For the time being, Wingart’s factory is too small to produce crayons in the quantity Wal-Mart requires. This should change within a year or so, when Wingart moves to a new and larger factory about two hours from Shenzhen. Then, perhaps for the first time ever, Crayola will begin to face some real competition. I can’t wait. I think Wingart has a realistic chance to build a crayon business, worldwide, that will compete in size with Crayola, which is pretty much a US-dependent company. 

I have a lot of admiration for Crayola – not so much the crayons, but the fact that a 106 year-old brand could be so predominant in its market, and enjoy such unrivaled – and largely uncelebrated — supremacy for so long. But, I’d still like to see Wingart knock them down a few notches, or more. Crayola has it too good for too long.  American kids deserve the best crayons – as, for that matter,  do European, Chinese and other kids on the planet.

International Investors Miss The Boat in China – Because They’re Not Allowed Onboard

China First Capital blog post Ming jar

Despite my fourteen years living in London,  I needed to fly all the way back to that city this week, from China, to finally get a look at Westminster Central Hall, a stately stone pile across the street from the even statelier, stonier pile that is Westminster Abbey. Central Hall does double duty, both as a main meeting place for British Methodists, and also as an impressive venue for conferences, including the first meeting of the United Nations in 1946. 

This week, it was site of the annual Boao Forum for Asia International Capital Conference. I flew in to attend, and participate in a panel discussion on private equity in China. The Boao Forum is something like the more renowned Davos Forum, but with a particular focus on Asia and China. This annual meeting focused on finance and capital, and drew a large contingent of about 120 Chinese officials and businesspeople, along with an equal number of Western commercial bankers, lawyers, accountants, investors, politicians, academics and a few other investment bankers besides me. 

Central Hall is crowned by a large domed ceiling, said to be the second-largest in the world. I enjoyed sending back a brief live video feed to my China First Capital colleagues in Shenzhen, whirling my laptop camera up towards the dome, and then down to show the conference. It was also the first time any of my colleagues had seen me in a suit. 

The weather was a perfect encapsulation of British autumn climate, with blustery and frigid winds, occasional radiant sunshine and torrential rain. It was my first trip back to London in over two years, and nothing much had changed. What a contrast to China, where in two years, most major cities seem to undergo a radical facelift. 

“How can a non-Chinese invest in Chinese private company?” It was a straightforward question, by a London-based money manager, for the panel I was on. Straightforward, even obvious, but it was actually one I’d never really considered before, to my embarrassment. In my talk (see Powerpoint here: http://www.chinafirstcapital.com/blog/wp-content/uploads/2009/08/trends-in-private-equity.pdf) , I made the case about why Chinese SME are among the world’s best investment opportunities for private equity firms.  It’s an argument I’m used to making to conference audiences in China. This is the first time I’ve done so anywhere else. The question, though, made me feel a bit like a guy telling his friends about the new Porsche Carrera for sale for $8,000, but then saying, “unfortunately, you’re not allowed to buy one.” 

The reality is that it’s effectively impossible for a non-Chinese investor, other than the PE firms we regularly work with,  to buy into a great private Chinese SME. For one thing, the investor would need renminbi to do so, and there’s no legal way to obtain it, for purposes like this. Even if you found a way around that problem, you’d face an even steeper one when you wanted to exit the investment and convert your profits back into dollars or sterling. 

The money manager came up to me later, and I could see the vexation in her eyes. I had persuaded her there were great ways for investors to make money investing in SME in China. Disappointingly, her clients aren’t allowed to do so. Cold comfort was all I could offer,  pointing out the same basic problem exists for any non-Chinese seeking to buy shares quoted on the Shenzhen and Shanghai stock markets. 

It’s a reasonable bet that China eventually will liberalize its exchange rate controls and ultimately allow freer convertibility of the renminbi. But, that doesn’t exist now. As a result, financial investment in renminbi in China is, for the most part, reserved exclusively for Chinese. Unfair? It must seem that way to the sophisticated, well-paid money managers in London, who these days have few, if any,  similarly “sure fire” investment options for their clients. 

China is, itself, awash in liquidity, and sitting on a hoard of over $2 trillion in foreign exchange reserves. So, there really is no shortage of capital domestically. Allowing foreign investors in, of course, would increase the capital available to finance the growth of great companies. But,  it will also add to the mountain of foreign reserves and put more upward pressure on the renminbi. That’s the last thing Chinese authorities need at the moment. So, most of the best investment opportunities in China are likely to remain, for quite a lot longer, open only to Chinese investors. 

Overall, this is a very good time to be Chinese. By my historical reckoning, it’s the best since at least the Tang Dynasty over 1,000 years ago. China has changed out of all recognition over the last 30 years, creating enormous material and social gains. That beneficial change, if anything, is accelerating. The fact Chinese also have some of the world’s best investment opportunities to themselves is just another dividend from all this positive change. 

If I were a money manager, I’d also be asking myself “how can I get some of this?” But, I’m not a money manager, and I formulate things very differently. I’m so happy and privileged to have a chance to help some of China’s great private entrepreneurs. Me and my team invest all our waking hours and all our collective passion in this. We are rewarded daily, by the trust put in us by these entrepreneurs, and by our very small contribution to their continued success. That’s more than adequate return for me.

I guess I’m not cut out for purely financial investing. 

 

Field Report from Guizhou – Where Cement Turns Into Gold

Blue vase in China First Capital blog post

 

While writing this, I was more than a little the worse for drink. Over dinner, I drained the better part of a bottle-and-a-half of Maotai, China’s most celebrated rock-gut spirit, which sells for a price in China that French brandy would envy, upwards of $80 a bottle. It’s one of the more pleasant occupational hazards of life in China for a company boss. As far as I can tell, some Chinese seems to view it as a matter both of national pride and infernal curiosity to get a Western visitor plastered. By now, I know well the routine. I sit at a table surrounded by people generally drawn together with a common purpose – to treat me solicitously while proposing enough toasts to render me wobbly and insensate.  

As far as career liabilities go, this is one I can happily live with. I always try to eat my way to relative sobriety.  I’m in Guizhou Province. (I’ll wait five minutes while most readers consult an online atlas.) The food here is especially yummy – intense, concentrated flavors, whether it’s a chicken broth (I’m informed it’s so good because local chickens have harder bones than elsewhere in China), pig ear soup, a simple stir-fried cabbage, or a dizzily delicious dish of corn kernels from cobs gathered nearby. So, with each glass of Maotai (which started as thimble-sized and then were upgraded to proper shot-glasses) I tried as best as I could to wolf down enough solid material to hold at bay the nastier demons of drunkenness. 

Did I succeed? I believe so. At least in part. My Chinese didn’t sputter and seize up like a spent diesel engine, and my brain could just about keep up with the typhoon of sounds, smells and data points of the humongous cement factory I toured after dinner. 

If you can find a way to get to Eastern Guizhou, or Western Hunan, do. You’ll likely travel, as I did, along an otherwise empty but fantastically beautiful motorway, past the squat two-stored dwellings of the local Miao people, and the inspiringly eroded prongs that make up the local mountain-scape. If you are even luckier, and share my peculiar taste of what constitutes an ideal weekend, you might just end up, as I did, at the largest private cement company in Guizhou. It’s called Ketelin, and it’s to capitalism what a Titian portrait is to fine arts: drop-dead gorgeous. 

With Maotai bottles drained, and dinner inhaled, I went on a walking tour of the Ketelin factory, on a warm, breezy and clear summer night unlike any I’ve ever witnessed lately in smoldering Shenzhen and Shanghai. My host here is the company’s founder and owner, 宁总, aka Ning Zong. If I had to specify a single rule to determine how to discern a great entrepreneur, it might be “his favorite form of exercise is to walk 20 laps around his humming factory every night after dinner.” Such is the case with Ning Zong. Another great indicator, of course, is to have a business where customers are lined up outside your door, 24 hours a day, waiting to buy your product. That’s also true here. There is a queue of large trucks outside the front gate at all hours, waiting to be filled with Ketelin cement.  

Ning Zong is out here, in what is considered the Chinese “back-of-the-beyond”, and has built the largest private company in the province. And that’s just for starters. His only goal at this point is to build his company to a scale where it can serve all its potential customers, with the highest-quality cement in this part of China. This being China, that’s a very substantial, though achievable vision. He’s already built a state-of-the-art factory, on a scale that few can match anywhere else. And yet, there’s still so much unmet demand, not just in Guizhou, but in nearby provinces of Sichuan, Hunan and Hubei that Ning Zong’s burning desire, at this phase, is to expand his business by several-fold. 

That’s why I’m here, to work with him to find the best way to do so, by bringing in around $15 million in private equity. I have no doubt whatsoever that his plans and track record will prove a perfect match for one of the better PE firms investing in China. Whichever one of them gets to invest in Ketelin will be very fortunate. This facility, and this owner, are both pitchforks perfectly tuned to the key of making good money from the boom in China’s infrastructure development. Among other customers, Ketelin supplies cement to the big highway-construction projects underway in this area of China. 

 Is Ketelin an exception, here in Guizhou?  I don’t really have the capacity to answer that. Guizhou is generally considered by Chinese to be the also-ran in China’s economic derby, poorer, more hidebound and more geographically-disadvantaged than elsewhere in southern China. Water buffalo amble along the middle of local thoroughfares, and field work is still done largely without machines, backs stooping under the weight of newly-gathered kindling. While Guizhou is poor compared to neighboring Hunan and Sichuan, poor regions often produce some of the world’s best companies:  think of Wal-Mart and Tyson’s, both of which got started and are based in Arkansas, which is as close as the US has to a province like Guizhou.  

Guizhou, from what I’ve seen of it, is breath-takingly beautiful, with clean air and little of the ceaseless hubbub that marks the cadence in big cities like Shenzhen and Shanghai. This is China’s true hinterland, the part of this vast country that eminent outsiders have long said was impossibly backward and so beyond the reach of modern development.  

They are wrong, because what’s right here is the same thing that has already generated such stupendous growth in coastal China. It’s the nexus of vision and opportunity, of seeing how much money there is to be made and then doing something about it, to claim some of that opportunity and money as your own. Ning Zong has done so, on a scale that inspires awe in my otherwise Maotai-mangled mind. 

Come see for yourself.

 

Foshan Saturday’s Textbook Case of How to Grow, Prosper and Stage a Successful IPO in China

Painting detail from China First Capital Blog Post

Though not in a ringside seat, I nonetheless had a privileged, up-close view of last week’s IPO for Foshan Saturday Shoes. That’s thanks to my friendship with Cao Yuhui, a partner at King & Wood law firm, and Foshan Saturday’s main corporate lawyer for the last several years.  It was a successful IPO by a very successful, well-run company. Foshan Saturday, a maker of high-end women’s shoes, raised over Rmb900mn in the IPO, selling about 20% of its equity. The share price closed up almost 20% on the first day of trading. The market cap is now closing in on Rmb5 billion. 

For Yuhui, it’s a great personal success. He first started advising the company when they were well along in their planning for what would have been a very ill-advised IPO in Singapore in 2006. Instead, Yuhui worked with the company to close a round of PE finance in 2007. Legend Capital, the venture capital arm of China’s largest computer manufacturer, invested Rmb 40 million in 2007. Over the following two years, sales and profits at Foshan Saturday more than doubled. It’s now the fourth-largest women’s shoe company in China, with a widely-known brand, and sales this year of over Rmb 1 billion. 

Legend is expected to liquidate its ownership in Foshan Saturday, and should earn a return of five times on its original investment – which is another way of saying that Foshan Saturday’s enterprise value increased five-fold during the time Legend was involved. So, while the VC firm did well, Foshan Saturday’s owner did even better. He is now sitting on a personal stake in the company worth over $350 million. He started the company just seven years ago. 

Foshan is a relatively small city by Chinese standards, with a population of about 5.5 million. It’s about two hours drive up the Guangdong coast from Shenzhen. It’s residents are known both for business acumen and personal modesty. 

Foshan Saturday is a textbook case of everything going right for a Chinese SME. The company was among the first to see the great potential for developing native Chinese fashion brands. They never bothered with OEM export manufacturing, but focused from the start on building a brand for young, Chinese urban females.

Even more crucial to its success, the company backed away from plans for that early IPO in 2006. The company then was a third of its current size. Many Chinese companies who chose to list in Singapore have since lived to regret it. The market has had few stellar performers among the Chinese SME listed there. Most have stumbled along with low earnings multiples, and as a result, quite a few have tried to delist in Singapore and try to float their shares on China’s domestic market. 

Foshan Saturday took the far better course of raising pre-IPO capital, from one of the better firms active in China. They raised only Rmb 40 million, but put it to use efficiently enough to accelerate growth by over 200%. In other words, as in all good investment opportunities among China’s SME, there was a very good place to put a reasonably small amount of capital to work, and earn significant returns. 

A lot of that growth came from an efficient strategy of opening retail counters inside shopping malls, where in lieu of rent, Foshan Saturday pays a share of revenue to the landlord. This limits the amount of capital needed to open new outlets. Foshan Saturday now has 1,200. About half the money raised in the IPO will go to opening still more retail outlets. 

A recent blog post by the Forbes bureau chief in China took a little swipe at me, saying Fuhrman “claims it is not too hard to pick winners that will quadruple your money in just a few years.” The Forbes writer (who I’ve never met) seems to think I’m daft. Yet, as the example of Foshan Saturday shows, it’s not all that hard to that well, or better.

From what I could gather, Legend Capital didn’t play a highly active role in the company. They knew a solid strategy when they saw one. So, they let the Foshan Saturday team execute, and then sat back and let the money start to roll in.  Result: profit to the VC firm of about $30 million on an investment of under $6 million. 

My friend Yuhui threw a big party at one of Shenzhen’s swankiest nightclubs to celebrate the IPO’s success. I wasn’t able to go, since I was traveling in Zhejiang. He told me later that there were about 60 guests, mainly mid and senior management from Foshan Saturday. They ran up a bar tab of around $1,500. 

I’m not big on drinking, but would have been happy to celebrate with them. Not just Foshan Saturday and Cao Yuhui did well from the IPO. It’s going to make it easier for other strong Chinese SME to achieve a similar success in years to come.

The roadmap is clear. It’s a three-step path to success for a successful IPO by a Chinese SME : (1) resist the lure of an early IPO; (2) bring in a good PE or VC investor to put more capital to work in ways that will earn a high return; and (3) stage an IPO several years later when the business has at least doubled its size. 


Investment Banking in China — New Report Published by China First Capital

China First Capital Report on Investment Banking

My CFC colleagues just completed our latest research report, on investment banking. It’s titled “投资银行的重要性”. A copy can be downloaded here: 

Download China First Capital Report on Investment Banking

The report examines the history, structure and central role of investment banks in raising capital for companies. Like other CFC reports, this one was meant to add meaningfully to the quality of information available in Chinese on financial topics relevant to SME owners and other private sector entrepreneurs. It’s a part of our work that I take special pleasure in. It can widen the circumference of our impact and contribution, beyond the relatively small group of CFC clients and the PE firms that finance them. 

We want the reports to be read widely, and to have some staying power. In choosing topics for these reports, we’re guided most strongly by our daily interactions with Chinese entrepreneurs, by the questions they raise, and problems they confront. So it is with the latest report. 

Investment banking isn’t well-understood in China, for the most part. There’s a lot of pigeonholing. Investment banks are primarily known for their IPO work, and not much else. The core function of investment banking – raising capital for companies –  is often missed.

This lapse speaks volumes about a larger, endemic problem in Chinese business: a shortage of growth capital among private businesses,  and an accompanying lack of knowledge how to raise it. 

Equity capital is used far less in China than the US to finance corporate activity. Bank loans could potentially fill the void somewhat, but they are very difficult for private Chinese companies to obtain from the country’s state-owned banks. The result: private companies under-invest and so grow far more slowly than market opportunities warrant. 

Of course, our new Chinese-language report on investment banking isn’t going to untangle this mess. Its aim is far more modest: to provide research and a rationale for investment banks’ central role in the capital-raising process.

 

Joys of Chinese Language: Discovering A Business Model

 

Jin Dynasty from China First Capital blog post

My Chinese language skills remain sub-standard. At best. But, that doesn’t prevent me from taking enormous pleasure in my wall-to-wall waking-hours’ immersion in Chinese. Often, it’s just the sound and cadences of Chinese local accents, which occur in extraordinary numbers and varieties. Even calling them “accents” doesn’t capture the bewildering array, since to an English speaker, the comparison that comes to mind is likely the difference between an English and American accent. In China, regional accents can be so extreme they are mutually incomprehensible. I often feel like the most common phrase I hear in Chinese is “What?”, accompanied by a puzzled expression that shows the listener didn’t catch a word of the Mandarin just spoken at him. 

In other words, I often feel like I’m in the majority in China that’s in the dark about the meaning of someone else’s spoken phrases. But, of course, that’s not quite the case. Chinese do just fine here. I stumble, fall flat, get back up and trip again. Again and again. That about sums up the path of my linguistic development. 

There are moments of transcendence as well. For example,  in Shenzhen recently, I listened in on pitches by six Chinese companies seeking private equity or venture funding. They were from different industries, but I heard repeatedly the phrase “shangye moshi” in the presentations. The first ten times or so, I just let it pass through my brain unmolested, assuming it was just another word that was outside my active vocabulary. Then it hit me. I knew both words: “shangye” means business, “moshi” means model, or method. Put them together, you get 商业模式, or “business model”, an increasingly common business jargon term in English that I now know was translated literally into Chinese. 

I never liked the term “business model” in English, and so rarely use it. Companies have a way of making money, it seems to me, not a “business model”. Models are static, not dynamic, ever-mutating structures, which is what most good companies must be in order to keep making money. 

But, my aversion to the term disappears in Chinese. I’ve taken it to using it quite often now. Why? For one thing, at my age, it’s rare that any new word will stick around long enough in my memory for me to use more than once. I’m on an email list that sends me seven Chinese words every day. I read today’s words about 15 minutes ago, and I’ve already forgotten half of them. By tomorrow, the rest will probably be gone also. So, the fact I’ve retained “shangye moshi” is already cause for minor celebration.

The other reason is that it does seem to fill a slight conceptual void in Chinese. Languages, including Chinese,  often import foreign phrases for this reason. Two other well-known Chinese examples of this are “lang man” and “you mo”, meaning “romantic” and “humor”, both of which entered as corrupted versions of the English original. Others have speculated about what this says about China, that it had no native words for “romantic” and “humor”, but I’ll leave that to theoreticians. 

With “shangye moshi”, the missing native concept in Chinese was likely a simple way of saying a company has a recurring source of profit. If so, of course, it’s a welcome addition to the Chinese language, and one hopes, to Chinese management strategy as well.

 

A Step in The Right Direction – But Capital Allocation Remains Highly Inefficient in China

Vrard Watch from China First Capital blog post

Capital is not a problem in China. Capital allocation is. 

Expansionary credit policies by the government has created a boom in bank lending. This rising tide of bank credit is also lifting Chinese SMEs. Through the first half of this year, loans to SME have increased by 24.1% , or 2.7 trillion yuan ($400bn).  All that new lending, though, has not substantially altered the fact that bank lending in China is still directed overwhelmingly  towards state-owned companies.  So, while lending to SME rose by nearly a quarter, that equates to only a tiny 1.5% increase in the share of all bank loans going to SME. 

State-owned banks and state-owned companies are locked in a mutual embrace. It’s not very good for either of them, or for the Chinese economy as a whole. Faster-growing, credit-worthy private companies find it much harder and more costly to borrow.  Over-collateralization is common. An SME owner must often put up all this company’s assets for collateral, then throw in his personal bank accounts and property, and finally make a cash deposit equal to 30% to 50% of the loan value. 

China isn’t the only country, of course, with inefficient credit policies. Japan’s banking system still puts too much cheap credit in the hands of favored borrowers.  But, the problem is more damaging in China that elsewhere, for two reasons: first, many of China’s best companies are small and private. They are starved of capital and so can’t grow to meet consumer demand. Second, the continuing deluge of credit for state-owned companies distorts the competitive landscape, keeping tired, often loss-making incumbents in business at the expense of better, nimbler and more efficient competitors. 

In other words, China’s credit allocation policies are actually stifling overall economic growth and inhibiting choice for Chinese consumers and businesses. 

State-owned banks everywhere, not just in China, have the same fatal flaw. They like an easy life, which means lending to companies favored by their controlling shareholder, not those that will earn the greatest return.  They can turn a deaf ear to profit signals because, ultimately, profit isn’t the only purpose of their labors. They allocate credit as part of some larger scheme, in China’s case, maintaining output and employment in the country’s less competitive,  clapped-out industries.  

There’s a regional dimension to this too. China’s richest, most developed areas are in South,  particularly the powerhouse provinces of Guangdong, Zhejiang and Fujian.  The economy here is driven by private, entrepreneurial companies, not the state-owned leviathans of the North. As a result, a credit policy that discriminate against private SME also ends up discriminating against the parts of China with the highest levels of private ownership and per capital wealth. 

That’s not sound banking, or sound policy. The good news is that the situation is changing. SME are gradually taking a larger share of all lending. The change is still too slow, too incremental, as the latest figures show. But, with each cautious step, the private sector, led by entrepreneurial SME, gains potency, gains scale and gains more of the resources it needs to provide the products and services Chinese most want to buy.  


No Preference: Disallowing Preferred Shares for Private Companies is Hobbling China’s Venture Capital and Private Equity Industry

 

Ming Dynasty mother-of-pearl from China First Capital blog post

Chinese securities regulations do not allow private domestic companies to issue preferred shares.  It does not sound particularly problematic, since preferred shares are not all that common anywhere. And yet, this regulatory quirk has serious unintended consequences. It is holding back the flow of private equity and venture capital investment into promising Chinese companies, particularly those with more than one shareholder. 

Preferred shares earn their name for a reason. These shares enjoy certain preferences over common shares, most often greater voting power and better protection in the event of bankruptcy. Preferred shares are the main mechanism through which venture capital and private equity firms invest in private companies. In general, when a PE or VC firm invests, the company receiving the investment creates a special class of preferred shares for the PE or VC. These preferred shares will have a raft of special privileges, above and beyond voting rights and liquidation preference. The theory is, the preferred shares level the playing field, giving the PE or VC firm more power to control the actions of the company, particularly how it uses the VC money,  and so protect its illiquid investment. 

Take away the ability to issue preferred, as is the case in China, and things begin to get much trickier for PE and VC investment. PE and VC firms are loathe to invest in ordinary common shares, since this gives them little of the protection they need to fulfill properly their fiduciary duty to their Limited Partners. There are, of course, all kinds of clever solutions that can be and often are employed to get around this problem in China. For example, the PE or VC firm can ask their very clever lawyers to craft a special shareholders agreement, to be signed by the company it’s investing in, that gives the PE or VC firm the same special treatment conferred by preferred shares. 

The problem here, though, is the legal enforceability of a shareholder agreement is not cut-and-dried.  A basis of most securities law, in China and elsewhere, is that all shareholders holding the same class of shares must be treated equally. In other words, if a PE or VC firm has ordinary common shares, it can’t get better treatment and more rights than any other common shareholder. 

What happens if a PE or VC firm’s shareholder agreement conflicts with this principle of equal treatment? China’s legal system is evolving, and precedent is not unequivocally clear. But, in general, the law takes precedence over any contract. In other words, if it comes down to a court fight, the PE or VC firm might find its shareholders agreement invalidated. 

This is not some remote likelihood, particularly if the company has more than just the founder and the PE or VC firm as shareholders. The “unpreferred” common shareholders have every right and many reasons to feel disadvantaged if they are deprived the same rights enjoyed by a VC firm also holding common shares.

There are many scenarios when this could lead to litigation, not just if the company runs into trouble, and shareholders end up fighting over how to divide whatever assets remain There’s also a big chance of legal mischief if the company does splendidly well. Let’s say the company is preparing for an IPO, and a shareholders agreement gives the VC firm special rights to have their shares registered and fully tradeable. This is a fairly common element in shareholders agreements. Other common shareholders would have ample reason to object, if their shares can’t be liquidated at the same time.  

Sometimes in business, legal uncertainty can be useful In this case, though, there are no clear winners. Anything that makes PE or VC firms less likely to invest disrupts the flow of capital to worthy businesses. That’s the situation now in China, with preferred shares disallowed and much uncertainty surrounding the legality of shareholders agreements. 

I have no special insight into why Chinese regulators have outlawed preferred shares for private domestic companies, or whether they are contemplating a change. But, a change would be beneficial. Most likely, the prohibition of preferred shares was designed to stop private companies from fleecing their unsuspecting equity-holders. In other words, the motive is sound. But, if the result is less growth capital available for successful young Chinese companies, the medicine ends up occasionally killing the patient. That doesn’t serve anyone’s interests: not entrepreneurs, nor investors, nor the country as a whole. 

 There are ways to give common shareholders some protection while still allowing private companies to create preferred shares. Ultimately, these common shareholders will likely benefit from the injection of PE or VC money into a company they’ve also invested in.  A shortage of capital is always a problem for growing companies, but it’s a particularly acute one in China. The PE or VC firm will also usually play a much more active role than other shareholders in building value, giving these other shareholders a free ride. 

Like most, I invest to make money, not exercise voting rights. So, my preference as a common shareholder will be to let the preferred have whatever rights they deem important – as long as they are doing the heavy lifting and pushing hard to build profits. They bring the capital, track record and expertise that often makes all the difference between a successful company and a has-been. I prefer to invest for success, and that often means preferring the presence of preferred investors.

Most Thankless Well-Paid Job in China: Market Forecaster

Calligraphy from China First Capital blog post

 

Looking for a new career with plenty of growth potential, and low standards for success? Here’s one to consider: China market forecasting. Rapid economic growth and urbanization are both creating huge demand for market research predicting future areas for opportunity and profit. Pay is good. But, there’s another aspect to the job that will appeal to many: repeated failure is no obstacle. 

Market research is, of course, a treacherous profession anywhere. Predicting the future always is. But, in China, market forecasting is particularly hard. It’s mainly been distinguished by how often, and by how much, the predictions turn out to be wrong.  Market segments in China grow so quickly, so explosively, that it makes a fool of just about anyone trying to guess its economic future. 

I’m reminded frequently of this these days. We’re working on a complicated infrastructure financing. One of the central components of the deal is a now two-year-old forecast of car purchases and driving patterns in China. The forecast was prepared by a respectable outfit in Hong Kong, and my guess is that they charged quite a lot to do it. But, looking at the numbers now, they seem ridiculous, like numbers pulled out of thin air – which is probably what they were. The actual growth of car traffic and car purchases over the last two years in China has been much higher than these predictions. In other words, the forecasts weren’t off by a mile, but by a light year. 

Given that track record, it’s surprising these market forecasters can continue to pay the rent, let alone prosper. And yet they do. It’s a familiar paradox: we know projections are often wrong, and yet many business decisions, often with billions of dollars at stake, are made on them. It’s probably connected to what’s sometimes called “the scientific theory of management”, which tried to systematize complex business decisions into quanta of data.

It’s the same approach taught in business schools, and is certainly one of the reasons so few MBAs make successful entrepreneurs. A hunch is often a better tool in business than a spreadsheet. Indeed, I’ve yet to meet a successful entrepreneur who ran his business, or started out in life, based on a market forecast. 

In our case, we’re stuck using the projections on auto traffic, because there’s nothing else available. So, we send them out to investors with the guidance to take the projections with a grain of salt. If not a fistful. This creates its own set of problems, including frequently the request to do a new set of “up-to-date” projections. In other words, the solution to bad projections is – you guessed it — to commission more projections. As I said, it’s a great job, being a market forecaster. 

The errors in a bad projection become cumulative. The longer the time line, the more distorted the projections will usually become.  In our case, we’re using a 25-year projection. So, these sizable errors in the first years will propagate across time. Year by year, the forecast becomes less and less tethered to reality, like the NASA space probe that escaped its flight path, lost contact with Mission Control and ended up, as far as we know, drifting in galactic space. 

Most markets outside China are more stable, so projections, even when they are wrong, don’t diverge quite so much from the actual situation.  Car sales are a great example. They are booming in China. Everyone I meet in Shenzhen, across all social classes, either has a car, is taking driving lessons or plans to begin soon. GM just announced its car sales in July in China rose 77% from a year earlier. 

For several months this year, China has been the world’s largest car market, outpacing the US. A quick web search turns up a supposedly highly credible forecast, from 2008, claiming that China is “on track to become the world’s largest car market by 2020, according to J.D. Power.” In other words, J.D. Power said it would take 12 years. It didn’t even take two. 

The recession in the US is a contributing factor, of course. But, the forecasts also, quite obviously, guessed very wrong about the growth rate of auto sales in China.   These wrong guesses have real-world consequences, because they can impact today’s decisions on investment and employment. In our case, by underestimating the growth rate of auto sales over the last two years, the projected revenues over 25 years from a $300mn toll expressway project in China also come in much lower. How much lower is anyone’s guess. Mine is that the revenue projections are off by at least 80% over the 25 years, and that this particular project will generate a profit of over $2 billion over that time, rather than the $1.2bn in the forecast built on the Hong Kong market researcher’s two year-old guesses. If so, the annual return on investment goes from the outstanding  to stratospheric. 

Here are my two projections: despite a record often unblemished by success, market forecasters in China will continue to ply their particular craft, collect their fees, sell their reports, and mainly miss the mark. Meanwhile, markets in China will continue to grow very fast, for a very long time. 

 

 

.

China Zigs While the Rest of the PE and VC World Zags

Tang vase from China First Capital blog post

This is a time of darkness and despair for most private equity and venture capital guys. Their world came crumbling down last year, as credit and stock markets collapsed and IPO activity came to a halt everywhere —  everywhere that is, except China.  

If ever there were an example of a counter-cyclical trend, it is the private equity industry in China. It is poised now for the most active period, over the next 12 months, in its young history. There are many reasons to explain why China should be so insulated from the deep freeze that’s gripping the industry elsewhere. For one thing, it has always relied less on leverage, and more on plain vanilla equity investing. 

This mattered crucially, since as credit markets seized up last year, PE firms were still able to do deals in China, by putting their own equity to work. Of course, PE firms in the US could have done the same thing. After all, most have very large piles of equity capital raised from limited partners. But, they have habituated themselves to a different form of investing, involving tiny slivers of equity and very large slabs of bank debt. Like any leveraged transaction, it can produce phenomenal results, on a return-on-equity basis. But, without access to the debt component, many PE firms seem adrift. It’s as if they’ve forgotten, or lost the knack of how to properly evaluate a company, to look at cash flows not in relation to potential debt service, but as a telltale sign of overall operating performance. 

Many PE firms these days seem to resemble a hedge fund gone bad:  they once had a formula for making great piles of money. Then, markets changed, the formula stopped working, and the firms are at a loss as to how to proceed. 

China looks very different. Beyond the lack of leverage, there are other, larger factors at work that are the envy of the rest of the PE world. Most importantly, China’s economy remains robust. It’s done a remarkable pirouette, while the rest of the world was falling flat on its face. An economy dependent until recently on exports is now chugging along based on domestic demand. And no, it’s not simply — or even mainly —  because of China’s huge +$600 billion stimulus package. The growth is also fueled by Chinese consumers, who are continuing to spend. 

There’s one other key factor, in my opinion, that sets China apart and makes it the most dynamic and desirable market for PE investing in the world: the rise of world-class private companies, of a sufficient scale and market presence to grow into billion-dollar companies. In other words, PE investing in China is not an exercise in financial engineering. It’s straight-up equity investing into very solid businesses, with very bright futures. 

One common characteristic of PE investing in China, all but absent in the US, is that the first round of equity investment going into a company is smaller than trailing revenues. So, in a typical deal, $10mn will be invested into a company with $50 million of last year’s revenues, and profits of around $5 million. Risk mitigation doesn’t get much better than this: investing into established, profitable companies that are often already market leaders — and doing so at reasonable price-earnings multiples. 

China has other things going for it, from the perspective of PE investors: the IPO window is open; dollar-based investors have the likely prospect of upping their gains through Renminbi appreciation; management and financial systems both have significant room for improvement with a little coaching from a good PE firm. 

It all adds up to a unique set of circumstances for PE investors in China.  It’s a highly positive picture all but unrecognizable to PE and VC firms in the US and elsewhere. Opportunities abound. Risk-adjusted returns in China are higher, I’d argue, than anywhere else in the world. A +300% return over three to five years is a realistic target for most PE investment in China. The PE firms invest at eight times last year’s earnings, and should exit at IPO at 15 times, at a minimum. Pick the right company (and it’s not all that difficult to do so), and the capital will be used efficiently enough to double profits over  the term, between the PE investment and the IPO.  Couple these two forces together — valuation differentials and decent rates of return on invested capital — and the 300% return should becomes a modest target as well as reasonably commonplace occurrence. 

It’s  the kind of return some US PE firms were able to earn during the good years, but only by layering in a lot of bank debt on top of smaller amounts of equity. That model may still work, at some future time when banks again start lending at modest interest rates on deals like this. But, there’s an inherent instability in this highly-leveraged approach: cash flows are stretched to the limit to make debt payments. A bad quarter or two leads to missed repayments, and the whole elaborate structure crumbles: just think of Cerberus’s $7.5 billion purchase of 80% of Chrysler. 

China is in a world of its own, when it comes to PE investing. My best guess is that it remains the world’s best market for PE investment over the next ten years at least. Little wonder that many of the world’s under- or unemployed PE staff members are taking crash courses in Chinese. 

Here’s one of the slides from the PPT that accompanied a recent talk I gave  in Shanghai called “Trends in Global Private Equity: China as Number One”.

Private Equity in China  中国的私募股权投资: 

—Strong present, stronger future—  今天不差钱,明天更美好

—PE firms continue to raise money for investment in China, over $10 billion in committed   capital and growing —  私募股权基金仍在继续募集资金投资国内,规模已经为100亿美元并将继续增长

—Next 12 months : most active in history ; IPO window open; finding and financing China’s next national champions —  未来的一年:历史上最蓬勃发展的时期,IPO 重启,发现并投资中国下一批的企业明星

 

For whole presentation, please click: 私募股权投资:中国成为第一 

 


.