Chinese SME

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. 


China First Capital’s Report: 如何选择上市的时机和地点, “When and Where to IPO”

China First Capital Chinese-language Report on "Where and When to IPO" for Chinese SME

 

I’m flying back from China as I write this, and bringing with me something of great value to me personally — even if I can’t claim to recognize every character. It’s the Chinese-language report prepared by my China First Capital colleagues on how a Chinese SME can avoid the quicksand and plan a successful IPO. Built on a first draft in English of mine, it’s written specifically for Chinese SME bosses. The report is called “如何选择上市的时机和地点”. 

Download Here: 如何选择上市的时机和地点 “When & Where to IPO for Chinese SME”

We prepared the report with the explicit goal to help SME bosses make more informed decisions in capital-raising and IPO. There’s been an acute lack of reliable, well-researched information in Chinese on this topic. We hope the report will improve this “information deficit”. 

For me personally, this is the most important report we’ve prepared thus far for SME bosses. As this blog has discussed at length recently,  Chinese SMEs have been victimized disproportionately by every form of IPO indignity, from US OTCBB listings, to reverse mergers, Malaysian IPOs, SPACs and other schemes promoted by the predatory bankers, lawyers and advisors that swarm around China. 

Indeed, there are few bigger risks to a successful Chinese SME than making the wrong decision and heeding the wrong advice on where and when to IPO. 

I’d welcome feedback on the report. You can email me at ceo@chinafirstcapital.com

For those who can’t read the report in Chinese, it provides a comprehensive summary of pluses and minuses for Chinese SME of listing on the US, Hong Kong and Chinese stock markets. It also discusses at length, with several case studies,  the damage done to good Chinese SME by OTCBB listings and reverse mergers in the US. The bad examples abound. 

Even if you can’t read the Chinese, I hope you’ll consider sending it on to those active in China’s capital markets, as well as to any Chinese businessmen contemplating a public offering.  Better Chinese-language information is the strongest antiseptic to kill off the bad deals and bad dealmakers in China. So, I hope all those with a genuine interest in promoting entrepreneurship in China will help spread the word.



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Size Matters – Why It’s Important to Build Profits Before an IPO

Qing Dynasty plate -- in blog post of China First Capital

Market capitalization plays a very important part in the success and stability of a Chinese SME’s shares after IPO. In general, the higher the market capitalization, the less volatility, the more liquidity. All are important if the shares are to perform well for investors after IPO.

There is no simple rule for all companies. But, broadly speaking, especially for a successful IPO in the US or Hong Kong, market capitalization at IPO should be at least $250 million. That will require profits, in the previous year, of around $15mn or more, based on the sort of multiples that usually prevail at IPO.

Companies with smaller market capitalizations at IPO often have a number of problems. Many of the larger institutional investors (like banks, insurance companies, asset management companies) are prohibited to buy shares in companies with smaller market capitalizations. This means there are fewer buyers for the shares, and in any market, whether it’s stock market or the market for apples, the more potential buyers you have, the higher the price will likely climb.

Another problem: many stock markets have minimum market capitalizations in order to stay listed on the exchange. So, for example, if a company IPOs on AMEX market in the US with $5mn in last year’s profits, it will probably qualify for AMEX’s minimum market capitalization of $75 million. But, if the shares begin to fall after IPO, the market capitalization will go below the minimum and AMEX will “de-list” the company, and shares will stop trading, or end up on the OTCBB or Pink Sheets. Once this happens, it can be very hard for a company’s share price to ever recover.

In general, the stock markets that accept companies with lower profits and lower market capitalizations, are either stock markets that specialize in small-cap companies (like Hong Kong’s GEM market, or the new second market in Shenzhen), or stock markets with lower liquidity, like OTCBB or London AIM.

Occasionally, there are companies that IPO with relatively low market capitalization of around RMB300,000,000 and then after IPO grow fast enough to qualify to move to a larger stock market, like NASDAQ or NYSE. But, this doesn’t happen often. Most low market capitalization companies stay low market capitalization companies forever.

Another consideration in choosing where to IPO is “lock up” rules. These are the regulations that determine how long company “insiders”, including the SME ownerand his family, must wait before they can sell their shares after IPO. Often, the lock up can be one year or more.

This can lead to a particularly damaging situation. At the IPO, many investment advisors sell their shares on the first day, because they are often not controlled by a lock up and aren’t concerned with the long-term, post-IPO success of the SME client.  They head for the exit at the first opportunity.

These sales send a bad signal to other investors: “if the company’s own investment advisors don’t want to own the shares, why should we?” The closer it gets to this time when the lock up ends, the further the share price falls. This is because other investors anticipate the insiders will sell their shares as soon as it becomes possible to do so.

There are examples of SME bosses who on day of IPO owned shares in their company worth on paper over $50 million, at the IPO price. But, by the time the lock up ends, a year later, those same shares are worth less than $5mn. If it’s a company with a lot market capitalization, there is probably very little liquidity. So, even when the SME bosshas the chance to sell, there are no buyers except for small quantities.

The smaller the market capitalization at IPO, the more risky the lock-in is for the SME boss. It’s one more reason why it’s so important to IPO at the right time. The higher an SME’s profits, the higher the price it gets for its shares at IPO. The more money it raises from the IPO, the easier it is to increase profits after IPO and keep the share price above the IPO level.   This way, even when the lock up ends, the SME boss can personally benefit when he sells his shares.

Of all the reasons to IPO, this one is often overlooked: the SME boss should earn enough from the sale of his shares to diversify his wealth. Usually, an SME boss has all his wealth tied up in his company. That’s not healthy for either the boss or his shareholders. Done right, the SME boss can sell a moderate portion of his shares after lock in, without impacting the share price, and so often for the first time, put a  decent chunk of change in his own bank account.

We give this aspect lot of thought in planning the right time and place for an SME’s IPO. We want our clients’ owners and managers to do well, and have some liquid wealth. Too often up to now, the entrepreneurs who build successful Chinese SMEs do not benefit financially to anything like the extent of the cabal of advisors who push them towards IPO. 

 

 

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Our Partnership to Serve China’s SMEs — China First Capital and Horwath Look to Change the Game in China

China First Capital blog post -- Han mirror

China First Capital (CFC) this week announced that we’ve established a strategic partnership with Horwath Capital China (HCC), part of Crowe Horwath, one of the ten-largest international accounting firms. HCC is led by David Yu, a very impressive individual and fast becoming a good friend. David qualified both as a lawyer and a CPA, and has built HCC into a powerful financial services firm, based in Beijing, and focused largely on providing China’s SME businesses with accounting, legal and other strategic advisory services.

I wanted to spell out more of what lies behind this partnership – why we’re doing it, the strategic intent, the scale of the opportunity, and the ambitious goals we hope it will achieve. Through the partnership, our aim is to raise the level of financial services available to China’s best SMEs, to meet their specific needs. That’s a tall order, and we’re cognizant of the challenges. It’s now down to both companies to make this a reality.   

HCC are an optimal partner for China First Capital, and so we’re genuinely pleased and honored to be working with them. CFC and HCC both share that same focus on Chinese SMEs, and for the same good reason: both firms see that many of China’s best SMEs will emerge over the coming years as some of China’s most successful and dominant private companies. They won’t be “Small or Medium” for long.  

While China’s largest and most internationally-known companies tend to be partly state-owned (China Mobile, CNOOC, Sinopec), the private sector is where China’s economic future resides. By some estimates, over 70% of China’s GDP is generated by private companies. Twenty years ago, the percentage was less than 10%. That’s a remarkable transformation, unparalleled in modern economic history. Another key differentiator: China’s economy has privatized without privatization. In other words, this shift from state-owned to privately-owned economy happened not primarily because state firms were privatized. That’s the route taken in Europe, most famously in the UK, where during the 1980s, Margaret Thatcher sold to private investors previously nationalized companies like British Petroleum, British Telecom, British Gas.  

In China, privatization has played a very minor role in lowering the government’s share of GDP. Instead, China created legal and economic circumstances where private companies could form, compete and prosper.   And prosper they have. With few exceptions, the best and fastest-growing companies in China are now private ones, the SMEs that China First Capital and Horwath both work with. These SMEs are still smaller in scale than the state-owned giants. But, that will change.  

The strategic rationale behind our partnership with Horwath is to “change the game” in corporate finance and advisory services in China. The partnership’s explicit goal is to be the first in China to deliver to these strong SMEs the highest international standards of corporate financial advisory work. Together, we offer SMEs a complete platform including capital-raising, audit and M&A advisory, to assist in their continued growth, and eventual IPO listing on public stock markets.  

No other firm can offer this range of services to SMEs, at a uniformly high international level. The big investment banks and accounting firms charge too much, and generally won’t work with smaller firms. Domestic firms tend to be weak in areas such as private equity capital-raising and implementing international accounting standards that structure a Chinese company for a successful IPO.  

Just as important is what we won’t do. We won’t push a Chinese SME to go public before the right moment; we won’t put earning fees ahead of the best interests of the client. Sadly, in China, there are many, many precedents of unscrupulous or unprofessional “investment advisors” who have damaged or destroyed Chinese SMEs by pushing them to IPO too early, on the wrong market (example, the US Over-the-Counter Bulletin Board) or via an ill-structured “reverse merger”. The advisors make millions, and the SMEs never recover. 

Both David Yu and I share a similar purpose here: we think these great Chinese SMEs should have access to financial advisory services that are of a similarly high caliber to what larger companies now use.  We are not chasing fees. If so, we’d go after larger companies. We both see an opportunity to work with some outstanding SMEs that are on the verge of becoming industry leaders. If we do our part with this partnership between CFC and HCC, the SMEs reach that next level of success more quickly and efficiently than they would otherwise.

That’s the measure of success for us — not that CFC and HCC will increase their own fee income. If that happens, it should only be a result of the one thing that really matters to us: that our SME clients grow faster and stronger than their peers. 

 

 

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China’s State-Owned Banks’ Missed Opportunity Opens the Way for Some Global Banks to Prosper

If ever there were a case of “a chart tells a thousand words”, it’s this one, courtesy of The Economist and Macquarie Research:

SME bank lending

At ground level here in China, it’s easy to see some of the more obvious signs of the financial distortion this chart portrays. In August last year, in the face of gathering worldwide economic slowdown, the Chinese government relaxed earlier controls on bank lending, basically instructing the state-owned banks to keep the economy and employment growing by expanding credit to businesses. Later in the year, the government lowered interest rates to further spur lending. 

My worry at the time was that most of this increase in bank lending would be channeled to the least deserving customers: the many clapped-out large state-owned enterprises, rather than the far more numerous thriving private sector companies short of cash. This would more or less defeat the purpose of the government pump-priming, since the lending would only allow some of the country’s least competitive most loss-making manufacturers to stay in business that much longer, at the expense of their better private-sector competitors. As a job-saving mechanism, it would likely be equally flawed, since most of the new lending would sustain for a little while longer bad jobs in bad businesses that should be allowed to wither. Failure is rewarded and success penalized. 

Well, the worries appear to have been very well-founded. The most deserving borrowers, China’s dynamic entrepreneurial Small & Medium Enterprises (SME), mainly came away empty-handed when all this new lending was being handed out. As the chart shows, overall bank lending to SMEs didn’t even crack 10% of total lending at four of the largest state-owned banks. With the exception of the more entrepreneur-friendly China Merchants Bank, which also happens to be the only bank on the list not owned by the central government, the large Chinese banks continued their past (bad) habits of stuffing bank loans into the tottering state-owned giants. 

The eventual outcome, of course, will be a lot more write-offs and non-performing loans inside these state-owned banks. For an abject lesson in bank lending policy, it’s hard to outdo this: the government-owned banks make loans to other government-owned bodies, which then default, causing losses at the government-owned banks that then need to be recapitalized by – you guessed it – more money from the government. 

There’s an even more malign effect: it’s actually getting harder – not easier – for China’s best-performing SMEs to obtain credit. These are the companies that are producing products consumers want, expanding employment, servicing their loans, making profits and paying taxes. The private sector now accounts for over two-thirds of China’s total economic output, and private SMEs represent the bulk of this. 

The Macquarie chart suggests the credit system of China state-owned banks is largely broken: borrowers least able to repay are those granted most of the lending. There are lots of losers in this, but no one is affected more adversely by this than the owners of China’s best SMEs. They are being locked out of the market for bank lending by Chinese banks. 

That leaves one possibility: SMEs finance their expansion through equity, rather than debt. This investment capital will come from outside the realm of China’s state-owned banks. Instead, it will largely be provided by the 100 or so private equity and venture capital firms now active in China. They have raised over $30 billion to invest in China, and the SMEs are a favorite target. 

Of course, not all SMEs will be able to raise equity. It’s generally an option only for the higher-performing SMEs with significant scale and significant presence in China’s domestic market. My company is an international investment bank working exclusively with Chinese SMEs, to help them raise equity finance from the best sources active in China, mainly the top private equity and venture capital firms.  The challenge for us, as for the private equity firms, is that too few of China’s best SME bosses know that they can access private equity investment and so escape from the perils of undercapitalization. 

For the SMEs that can raise money from international investors, this is not just the best option – but also often the only option – to finance growth. An injection of equity will deliver both the resources to grow more quickly and sizable competitive advantage against under-capitalized competitors. 

An additional advantage: by raising equity, an SME will strengthen its balance sheet and so be more likely to succeed in borrowing from one of the very good international banks with operations in China and a focused expertise on lending to Chinese SMEs: Citibank, Standard Chartered, ABN-AMRO foremost among these. I know the management in Shenzhen of all three banks. They are very well-run and very well-connected among SMEs across China. The three international banks bridge the huge gap created by Chinese state-owned banks failures to make adequate lending available to SME customers. 

For Citibank and ABN-AMRO, their current performance in China, founded on their strong presence in SME lending, is one of the only bright spots for two organizations that could do few things right elsewhere recently. Together, they lost over $30 billion last year, and Citibank is now a ward of the US government. 

Everything ABN-AMRO and Citibank did so spectacularly wrong in other countries, they do spectacularly right in China – they focus on the right clients, the right kind of products (loans to growth companies) and having steady bankers, not deal-makers, at the top.  If Citibank and ABN-AMRO are ever to recover their lost luster globally, they should learn from the example of their China operations. The banks represent two of the brightest hopes for the future financing of China’s SME entrepreneur class. 

In China today, there is no larger financial need – and no larger financial opportunity for investors – than to put additional finance into strong fast-growing private SMEs. This will allow them to grow most immediately into the leaders in China’s domestic market, and eventually, for some, into publicly-traded global businesses. 

China’s state-owned banks, meanwhile, will likely continue on their wayward path of lending to companies with more political clout than business ability. It’s a losing strategy for them. But, it’s one that creates ideal conditions for well-managed international banks in China, with the skills, market knowledge and focus to lend to SMEs (take another bow Citibank, Standard Chartered, and ABN-AMRO), to prosper alongside their SME clients.  

 

 

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Private Equity and Strategic M&A Transactions in China 2009: A New Dawn

China First Capital, a boutique investment bank, releases comprehensive analysis of five key trends for 2009 in Private Equity, Venture Capital and M&A markets in China.jpg

My firm, China First Capital, just completed our annual report on Private Equity, Venture Capital and Strategic Mergers and Acquisitions in China. I had the biggest hand in writing it, so the opinions expressed are my own. My view, overall, is one of realistic optimism. China will continue to be the world’s most robust emerging market for private equity and venture capital finance, even in a very difficult global economic environment. A big reason for this is the continuing strong performance of many private SME companies in China, especially those focused on the domestic market, rather than exports. 

China First Capital has a special affinity for these strong private SMEs. They are the only companies we choose to work with. There a few reasons for this. A big one is my personal conviction that the most important predictor of a success in private equity investing is putting money into a company with a truly outstanding boss. Ideally, the boss will also be the entrepreneur who founded the company. 

You can do all the spreadsheet modeling and projections you want, but nothing else matters quite as much as the quality and drive of the leadership at the top. In many of the good Chinese SMEs, the boss is a first-class business strategist and opportunity-seeker. Give him a dollar and he’ll bring you back five. In many of China’s larger state-owned, or partially state-owned companies in China, the boss is often more a political animal, appointed to the job as much for skills as a bureaucratic infighter as for talents at managing a business. Give him a dollar and he’ll come back in a while and ask you to lend him another three. 

SMEs, no surprise, usually run circles around their state-owned competitors in China. That’s a big reason we choose to work exclusively for SMEs. Another reason: we prefer long-term partnerships with our clients rather than one-off deal-making of larger investment banks. We act as a financial and strategic advisor to Chinese SMEs in a long-term process that often begins at early stages of corporate development and continues through the capital raising process from private equity to a successful IPO and beyond to global leadership. 

Thanks to these Chinese SMEs,  China should be among the most attractive – and active – private equity investment markets in the world in 2009. Many of the international private equity firms we work with are expecting to invest more in Chinese SMEs in 2009 than in 2008. Indeed, private equity and venture capital investment in China will likely reach record levels in 2009, the report projects, with over $1 billion in new investment into high-growth Chinese SMEs with strong focus on China’s booming domestic market.

Chinese companies raising capital this year will enjoy significant financial advantages over competitors, improving market share and profitability.

The report, titled “Private Equity and Strategic M&A Transactions in China 2009”, identifies five central trends that will drive the growth in private equity and venture capital investment in China’s SMEs in 2009. They are:

  1. the drive for industrial consolidation;
  2. profit growth helping to reignite the IPO markets for Chinese companies in China, Hong Kong and the USA;
  3. increased importance of Convertible Debt and other hybrid financings;
  4. opportunities for strategic mergers and acquisitions;
  5. well-financed businesses with strong balance sheets will enjoy sustainable competitive advantage in China’s domestic market.

Here’s the report’s first section. I’ll add more of it in later posts.

 

 Overview  chinese-balance

       

Turbulence creates opportunity

2008 was a year of extremes in China. Extremes of joy and pride, during the Beijing Olympics. Extremes of sadness and shock following the Sichuan earthquake. Even the climate reached extremes, during China’s crippling winter storms early in 2008. 

Financially, 2008 was also a year of extremes. The stock markets in Hong Kong, Shanghai and Shenzhen rose strongly in the first months of the year, and IPOs were plentiful. By mid-year, the markets began plunging, and IPOs dried up. By year-end, Shenzhen, Shanghai and Hong Kong were all down 60% for the year. 

China’s private equity and venture capital investments followed a similar turbulent course, beginning strongly, with over $10 billion invested in Chinese companies in the first half of the years, and then the pace of new investments slowed to a crawl.   

Governments in China, the USA and around the world intervened in an unprecedented fashion to stabilize the economy and the credit markets. As we enter 2009, there is no longer any doubt that the world economy is in recession. 

The question now is when will the recovery begin and when will be a good time to begin investing again? I want to offer a personal perspective to our valued relationships, both clients and the private equity firms we work with. As Chairman of China First Capital,  Ltd, with over 20 years of experience in the capital markets, private equity and business analytics, I’ve survived my share of business cycles. One example, I was CEO of a California venture capital company during the Dot-Bust years, the last time private equity investing came to a similar standstill. Within two years, deal activity and valuations resumed their upward momentum. 

My view: the overall investment environment in China remains challenging and the effects of 2008’s turbulence are still being felt. But, 2009 will be a year of unique opportunity for private equity, venture capital and mergers and acquisitions in China. Tough times can be the best time to make money. 

Consolidation and “flight to quality”

 

 

The Chinese economy is under significant strain as 2009 begins, with growth decelerating, factories closing by the thousands and unemployment rising. Many areas of China’s domestic economy are “over-saturated”, with too many companies competing with small market shares. China is ripe for consolidation. 

In the freely competitive markets, the weakest companies will perish. The stronger competitors will be able to add market share and enjoy the virtuous cycle of increasing volumes lowering unit costs, thus boosting profits that can be re-invested to lower still further costs of production.

Chinese consumers will respond as well, and reward with more of their money the better managed companies with the most efficient manufacturing and distribution. Out of this, stronger dominant brands will emerge, and this too will push for greater consolidation.

This process is just beginning in China. China’s domestic market is huge, second only to the US. In many vertical markets (including financial services, consumer goods, distribution and logistics, retailing, fashion), each point of additional market share in China can equate to tens of millions of dollars in additional revenue.

Chinese companies are still, most often, small-in-scale relative to the size of the industries they serve, particularly in areas where private companies, rather than those with partial or complete state-ownership, predominate Strong regional companies will acquire competitors elsewhere in China to become national powerhouses.   

For investors, the opportunities will be unparalleled to back the Chinese companies that will thrive during this process of consolidation.  The winners will be able to increase revenues and profits strongly and sustainably, even in a weak economy.