著名咨询公司2010中国私募股权市场报告

Reserved document 1 PE INDUSTRY OVERVIEW in Mainland China NPV Business Consulting (Shanghai) Co. Ltd Guangdong Road n. 500, Room 2406 200001 Shanghai, P.R. China 12/11/2010 Reserved document 2 China Market 1) Introduction to National Economy a. GDP & CPI b. Ten Industries Promotion Plan c. Industry District Map d. National Consumption Level e. Consumption Expenditure g. The 12th Five-Year Plan 2) The PE Industry in China a. History b. General Framework c. Laws & Regulations d. Types of Players e. Opportunity & Threat for Foreign LPs f. PE Industry Insight (e.g. investment breakdown by countries, by investment stages, etc.) 3) PE Profiles a. The GPs b. The PE Funds c. The Deals Done Reserved document 3 Introduction to Chinese Economy Reserved document 4 GDP & CPI 8 . 9 6 9 . 9 2 1 0 . 9 7 1 2 .0 3 1 3 . 5 8 1 5 . 9 9 1 8 . 3 9 2 1 . 1 9 2 5 .7 3 3 0 . 0 7 3 3 . 5 47 . 1 0 %8 . 0 0 %7 . 5 0 %8 . 3 0 %9 . 5 0 %1 0 . 1 0 %1 0 . 4 0 %1 1 . 6 0 %1 1 . 9 0 %9 . 0 0 %8 . 7 0 %- 1 . 4 0 %0 .4 0 %0 . 7 0 %- 0 .8 0 %1 . 2 0 %3 .9 0 %1 . 8 0 %1 . 5 0 %4 .8 0 %5 . 9 0 %- 0 . 7 0 %- 4 . 0 0 %- 2 . 0 0 %0 . 0 0 %2 . 0 0 %4 . 0 0 %6 . 0 0 %8 . 0 0 %1 0 . 0 0 %1 2 . 0 0 %1 4 . 0 0 %05101520253035401999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009GD P , GD P Gr ow t h R at e an d C PI Gr ow t h R at eG DP ( in t r illio n R M B ) G DP G r o w t h R a t e C P I G r o w t h R a t eSource : National Bureau of Statistics of China Reserved document 5 Industries Promotion Plan in 2009 Auto Industry From 20th/Jan to 31st/Dec, impose 5% purchase tax on auto less than 1.6L engine capacity Promote the reintegration of auto industry, support M&A of big auto group In the next 3 years, Chinese government will arrange 10 Bln RMB to support self-creation and technology re-construction Chinese government will arrange subsidy fund to promote the energy-saving and new-energy auto in big and middle-sized cities Encourage auto company to develop brand and exporting base, better auto consuming credit Nonferrous metal Stabilize and enlarge the domestic market, better the exporting environment. Adjust the product composition to satisfy the demands of electricity, transportation, construction, machinery, light industry and so on. Support the export of high value-added and high technology product Strictly control the total volume, and eliminate the outdated capacity Strengthen R&D and push technology progress Promote the industry re-integration, optimize the structure, strengthen the enterprise management and security inspection, enhance the competitive advantage. Take full use of both domestic and overseas resource to secure the natural sources. Build the recycling system of nonferrous in whole nation, develop recycling economy and increase the comprehensive usage of natural source. The government arrange the loan to support the enterprise reconstruction and adjust the product exporting tax refund structure. Source : National Bureau of Statistics of China Reserved document 6 Industries Promotion Plan in 2009 Textile Explore domestic rural market, promote the industrial usage of textile product Strengthen R&D and build internationally recognized brands Eliminate the outdated production capability, formulate entrance threshold Optimize the industrial arrangement, set up raw material bases in west and central area while encourage eastern regions develop high value-added, high technology products Strengthen financial support, Increase the textile exporting VAT refund from 14% to 15%, give credit support to textile company with operational and financial difficulty Source : National Bureau of Statistics of China Petrochemical Keep the petrochemical industry stable operating Guarantee the production agricultural materials Plan the big projection distribution and promote the technology reform Control the total production volume and eliminate the outdated production capability Strength the policy support, enhance the credit support to enterprises Improve corporate governance structure, risk control and management capability Reserved document 7 Industries Promotion Plan in 2009 Electric information industry Perfect industry mechanism, ensure the stable growth, strengthen the computer industry competence, fasten the electric components upgrade and promote the transform of audio and visual industry Focus on the establishment of self-owned and controllable integrated circuit, increase the capability of software self-development Application leads the development, push business creation and service model creation, strengthen information technology application in society, especially the new growth in communication equipment, information service and IT application Source : National Bureau of Statistics of China Steel Industry Stimulate domestic demand and maintain overseas market Strict control on steel production, eliminate the project with singular purpose to increase the production capability Take advantage of leading force of big group, encourage M&A, breed the hyper steel group with international competition, optimized the industrial structure, enhance the industrial concentration; Deepen the technology reconstruction, research and importing, create the specialized fund in annual budget to promote the steel industry technology progress, adjust the product categories composition Regulate the iron ore import market, regulate the sales system of steel Reserved document 8 Industries Promotion Plan in 2009 Equipment production Support famous equipment producers M&A, and promote the hyper group with capabilities of engineering contracting, system integration, international trading and finance Push structure adjustment, transform the industry growth pattern Develop product standards system, develop modern production service industry. Light Industry Stimulate the consumption from both urban and rural area to increase the domestic demand Fasten the technology progress, especially domestic equipment production and key technology industrialization. Push forward the technology reform of paper production, home appliance and plastics industries Strengthen the security of food, strict the market entrance qualification and better the recall system and market exit system Strengthen the self-owned brand, support well-known brand to merge crossing region, enhance the industry concentration Strengthen the industrial guide policy, promote the specific industrial area Strengthen enterprise management, raise the product quality Source : National Bureau of Statistics of China Reserved document 9 Industries Promotion Plan 2009 Source : National Bureau of Statistics of China Ship building Stabilize the production, encourage the purchase of old vessel Stimulate the market demand, actively develop long-distance fishing ship, special vessels, engineering ship, etc Develop offshore engineering equipments Actively develop ship repair services Support M&A and establish strategic alliance Strengthen technology reform, improve the development of high value-added, high technology vessels Logistics Actively enlarge the logistics market demand, promote the interaction between the logistics companies, manufacturers and trading companies, push the logistics service socialization and professionalization Fasten the merger and acquisition, breed big and modern logistics enterprise with high level service and international compet ition Promote the logistics service in energy, mineral, auto, agriculture products, medical production and other core industries, fasten the international logistics and non-duty logistics Strengthen the logistics facilities construction, enhance the standardization and information system Culture Substantially push forward the transformation of state-owned cultural business entities Actively push forward industrial restructure and resource integration Encourage strong enterprises operation and M&A, foster key companies and strategic investors Develop a modern culture market Push forward the integration of culture and high technology, develop new business model Accelerate the transformation of government functions Reserved document 10 Industry District Map 10 Industries Under Promotion Auto Nonferrous Metal Petrochemical Textile Logistics Steel Electric Information Ship building Equipment Production Light Industry Reserved document 11 National Consumption Level 0 5 , 0 0 0 1 0 , 0 0 0 1 5 , 0 0 0 2 0 , 0 0 0 2 5 , 0 0 0T i er 2 c - Ma i n s t r ea m ( 1 6 c i t i es )T i er 2 b - N i c h es ( 1 0 c i t i es )T i e r 2 a - C l i m b e r s ( 1 1 c i t i e s )T i er 1 - B i g F o u r 1 0 , 5 0 1 1 5 , 8 1 3 1 2 , 4 5 0 1 7 , 5 7 2 1 1 , 6 2 9 1 6 , 9 8 5 1 3 , 7 5 9 1 9 , 1 1 8 1 2 , 7 2 6 1 8 , 2 3 5 1 5 , 0 8 7 2 0 , 8 0 8P e r C a p it a A n n u a l C on s u m p t io n E xpe n d it u r e of U r b a n H ou s e h ol d s b y C it y200920082007Source : National Bureau of Statistics of China Reserved document 12 Consumption Expenditure Urban Household Expenditure Breakdown Source : National Bureau of Statistics of China 39% 12% 9% 6% 7% 12% 11% 4% Western Total Sum: 10,642 yuan 36% 13% 11% 5% 9% 11% 10% 5% Northeastern Total Sum: 11,129 yuan 38% 12% 11% 7% 7% 11% 11% 3% Central Total Sum: 10,031 yuan 35% 9% 10% 7% 6% 16% 13% 4% Eastern Total Sum: 14,620 yuan Reserved document 13 Consumption Expenditure Rural Household Expenditure Breakdown Source : National Bureau of Statistics of China 43% 6% 21% 5% 9% 7% 7% 2% Western Total Sum: 3,239 yuan 34% 8% 20% 4% 10% 11% 11% 2% Northeastern Total Sum: 4,148 yuan 42% 6% 21% 6% 9% 8% 6% 2% Central Total Sum: 3,622 yuan 40% 6% 19% 5% 12% 10% 6% 2% Eastern Total Sum: 5,149 yuan Reserved document 14 The 12th Five-Year Plan The 12th Five year plan (12-5) will be Chinas key policy document for 2011-2015. There would surely be an extension of major 11th Five year plan (11-5) themes with some new focus areas. Five top themes which would be covered are income redistribution/social welfare, improving consumption, industry efficiency/resource conservation, R&D/high-tech and urbanization/inland migration. The key development strategies of the 12th five-year plan are “people-orientation, green, innovation and harmony”. More specifically, the government would launch a transformation in the core aspect in order to promote the free comprehensive development of people; a transformation in the strategic aspect in order to realize green as well as innovative development; a transformation in the structural aspect in order to fulfill the cooperative development between home and abroad, urban and rural areas, as well as among different regions; and an all-dimensional system transformation in economic system reform, political system reform, social reform, cultural reform as well as ecological system reform in order to provide the framework for the transformation of the aforesaid development patterns. Source : The Outline of the 12th Five-Year Plan, NPV analysis Reserved document 15 The 12th Five-Year Plan Major 12-5 Themes and Potential Related Policies Theme Potential Policies Beneficiaries (Sectors) Income redistribution/ wage equality/ social welfare Increase minimum wage meaningfully Control wages for certain SOEs Improve social security safety net Improve health care safety net Improve education More private sector participation in healthcare, education, social welfare, etc. Staples, health care, chemicals, building materials, property Improve Consumption/ affordable Housing Increase household income Stimulate consumption via subsidies etc. Expedite affordable housing/social housing construction Property tax and land supply reforms Increase land supply and reduce property speculation/risk of bubble Improve consumption of culture, media, travel, services More private sector participation in culture, tourism, sports, etc Improve regulation on food safety Banks, insurance, consumer Industry efficiency/ resource conservation Phase out excess capacity Consolidate key industries Shut down lower-end polluting producers Potential resource tax Potential sliding scale pricing for utilities Subsidies/supportive policies for alternative energy Encourage smaller cars, etc Expand high-speed railways Alternative energy, utilities Source : GS Global ECS Research Reserved document 16 The 12th Five-Year Plan Major 12-5 Themes and Potential Related Policies (Cont.) Theme Potential Policies Beneficiaries (Sectors) R&D and high tech upgrade Improve energy savings technology/R&D Improve electric vehicles technology Improve new materials/new IT Favorable tax and credit policies for high tech Government funding/subsidies for R&D Improve high end equipment Support export of high tech products Imposing stricter regulations to replace existing imported second-hand construction machines and control the new import of secondhand machines Auto, industrial, alternative energy, IT Urbanization/ inland migration/ rural reforms Rural reform on land rights and such Support agricultural production through subsidies etc Developing West/Central regions - industry transfer Promote logistics industry Increasing urbanization ratio Improving infrastructure development to support urbanization Potential reforms in the hukou system Potential reforms in family planning/one-child policy Autos and components; Transportation Source : GS Global ECS Research Reserved document 17 The PE Industry in China Reserved document 18 History Old Period (1996-2005) In this period, private equity investments in China were mainly done by foreign financial institutions. International Finance Corporation invested in Bank of Shanghai in 1996, and that was regarded to have the features of private equity investment. In 2002, Mengniu Diary was Invested by Morgan Stanley, CDH Investment and Actis Capital. After that, Famous international private equities such as Temasek, Oaktree Capital, Goldman Sachs, Carlyle and KKR invested in commercial banks as well as insurance companies in China one after another, and they all got huge returns. There were few domestic private equities in this period, such as CDH Investment and Hony Capital. New Period (2006-2009) With the proceeding of shareholder structure reform, the official implementation of the new Partnership Law, the announcement of related preferential tax policies and the launch of Growth Enterprise Board in stock exchange, the establishment of domestic private equities accelerated. At the end of 2006, the first industrial investment fund in China, Bohai Industrial Investment Fund, was approved and established. In 2007, a series of industrial investment funds , with the total scale of 56 billion RMB, were approved one after another. In this period, insurance companies, securities companies, trust companies and commercial banks started to take part in private equity investments with different forms. Reserved document 19 General Framework Private Equity Firm (General Partner) Private Equity Fund (Limited Partnership) Investors (limited Partners) Approval and Policies Incorporation Approval and Policies Target 1 Target 2 Target 3 Investment Public - IPO Private - Sell Approval and Policies Exit Fund Clearing Private Equity Firm (General Partner) Approval and Policies Withdrawn Investors (limited Partners) Reserved document 20 Laws and Regulations Incorporation Partnership Law The new Partnership Law, which was implemented from June 2009, provides specific legal basis for domestic funds which adopt the organizational form of limited partnership. Since the implementation, the government has had no special restrictions in partnerships which launch private equity investments. In this stage, Partnership Law specifies the organizational structure of limited partnership, the responsibilities of general partners and limited partners, etc. Administrative Measures on Registration of Partnership The new Administrative Measures on Registration of Partnership, which was implemented from June 2009 together with Partnership Law, stipulates that when establishing the partnership, the registration of establishment should be done with the representative appointed by all the partners or the agent entrusted jointly by all the partners. In this stage, Administrative Measures on Registration of Partnership specifies registration of establishment, registration of change, etc. Reserved document 21 Laws and Regulations Incorporation Interim Administrative Measures on Venture Capitals Interim Administrative Measures on Venture Capitals, which was implemented from March 2006, states that the government launched record management of venture capitals. All the venture capitals which comply with these administrative measures and the operation of which lives up to correspondent regulations could enjoy a series of preferential policies. Besides, venture capitals which adopt corporate form could entrust other venture capitals or venture capital management consulting companies to be their management consulting institutions, and to be responsible for their investment management. In this stage, Interim Administrative Measures on Venture Capitals specifies the establishment record-keeping, investment operation, preferential policies, etc., of venture capitals, Reserved document 22 Laws and Regulations Incorporation Company Law The new Company Law, which was implemented from January 2006, states that investment companies which adopt corporate form should first comply with the requirements on establishment, capital, governance structure, operation of limited liability companies. In this stage, Company Law specifies the establishment and organiz