VZCZCXRO9321
PP RUEHCN RUEHGH RUEHVC
DE RUEHBJ #3307/01 2400339
ZNR UUUUU ZZH
P 270339Z AUG 08
FM AMEMBASSY BEIJING
TO RUEHC/SECSTATE WASHDC PRIORITY 9553
RUEHOO/CHINA POSTS COLLECTIVE
RUEATRS/DEPT OF TREASURY WASHDC
RUCPDOC/DEPT OF COMMERCE WASHDC
RHEHNSC/NSC WASHDC

UNCLAS SECTION 01 OF 04 BEIJING 003307 
 
STATE FOR EEB IFD AND EAP/CM 
STATE PASS USTR FOR STRATFORD/WINELAND/WINTERS 
STATE PASS DEPT OF THE TREASURY FOR ISA 
NSC FOR SHRIER/TONG 
 
SENSITIVE 
SIPDIS 
 
E.O. 12958: N/A 
TAGS: ECON PREL PGOV TNDG CH
SUBJECT:  AN OVERVIEW OF PRIVATE EQUITY IN CHINA 
 
(U)THIS MESSAGE IS SENSITIVE BUT UNCLASSIFIED. 
PLEASE HANDLE ACCORDINGLY. NOT FOR INTERNET 
DISTRIBUTION 
 
 
¶1.  (SBU) SUMMARY:  Private equity finance is a useful tool for 
China's transforming 
economy, as private entrepreneurs and small business continue to 
have difficultly 
accessing financing from the bank dominated financial sector and 
capital markets. 
Moreover, in a tightening credit market and a bear stock market, 
Chinese businesses are 
looking more to private equity firms to raise capital in 2008.  A 
survey of foreign firms 
shows most are profitable, but they share concerns about 
restrictions on equity 
investment.  END SUMMARY. 
 
Government Mandated Funds -- "Private Equity" in Name Only 
--------------------------------------------- ---------- 
 
¶2.  (U) Previous Embassy reporting has addressed the Chinese 
government's interest in 
regulating private equity finance.  The current policy environment 
has an inhibitive 
influence on any type of private equity involving foreign 
transactions.  Chinese laws, 
regulations and procedures restrict mergers (M&A), offshore 
enterprise formation and 
stock listings and capital account transactions.  In addition, 
private investment is 
restricted in some sectors, and foreign investment, including by PE 
firms, is restricted in 
other sectors.  It was therefore a subject of some interest when the 
National Development 
and Reform Commission (NDRC) gave approval for the city of Tianjin 
to introduce 
special administrative policies on its own version of "private 
equity," resulting in the 
Bohai Industrial Development Fund in 2006. 
 
¶3.  (SBU) The Bohai fund was conceived as a government-sponsored 
private equity fund, 
and it was mandated to invest half of its funds in Tianjin's special 
economic zone. 
NDRC officials responsible for its creation noted that it was 
different from traditional 
private equity because it did not target a specific exit route or 
term, whereas most private 
equity funds have a lifecycle under 10 years.  This appealed to 
regulators, who favor 
stability. 
 
¶4.  (SBU) Industry insiders revealed that at the end of July, 
Bohai's CEO Ao Wei resigned 
from his position due to his inability to work under government 
constraints, a fact that 
has not been made public.  Bohai explicitly targets state-owned 
enterprises, and much of 
its capital is pension monies from China's Ministry of Civil Affairs 
(MOCA). 
COMMENT: The Bohai model is -- in effect -- only a few steps removed 
from the 
traditional channels used to finance state-owned enterprises. END 
COMMENT. 
 
Private Equity Firms with Close Government Partnerships 
--------------------------------------------- ---------- 
 
¶5.  (SBU) Nevertheless, many financially successful and 
strategically competitive private 
equity funds in China are ones that have formed close partnerships 
with the Chinese 
government.  An example of this model is an American company, 
International Data 
Group Venture Capital (IDGVC).  Founder of IDG, Patrick J. McGovern, 
has 30 years of 
experience in China and set up IDGVC in 1993.  In 1998 he met with 
President Jiang 
Zemin after signing a special $1 billion investment deal with the 
Ministry of Science and 
Technology (MOST).  Embassy Officers met Hugo Shong, the executive 
vice president 
 
BEIJING 00003307  002.2 OF 004 
 
 
of IDG. 
 
¶6.  (SBU) IDGVC's venture capital strategy is to acquire and take 
public small information 
service companies that have a decent business concept and a superior 
marketing team. 
Examples of its portfolio include directory services, transaction 
security, ticketing 
services and digital mapping.  Because IDGVC entered the market 
early and with 
government sanction, it was able to invest on the peripheries of 
industries that are now 
restricted, including telecom messaging. 
 
¶7.  (SBU) In IDGVC's business area, MOFCOM is the main regulator and 
defines the 
company's scope of business, but IDGVC does not need to obtain 
approvals for 
individual investments.  IDGVC formed a special professional 
association, the China 
Venture Capital Association, as a platform to engage high level 
Chinese government 
officials.  The association includes 130 financial executives and 
hosts dialogues with the 
government.  Shong boasted that the platform was used to obtain 
favorable revision of 
SAFE Circular no. 11 (which was replaced by Circular 75).  IDGVC 
also has very close 
relations to MOST and it has more experience than most companies 
with regard to 
government involvement in venture capital. 
 
¶8.  (SBU) According to Shong, MOST and the Ministry the Education 
(MOE) control many 
investment deals and have an interest in channeling money into 
government projects. 
Shong criticized MOST and MOE for corruption and opined that working 
with them on 
innovation policy is a waste of time.  Shong added that China's many 
?technology parks? 
are vehicles for the government to exploit real-estate deals. 
Second, the companies 
attracted to technology parks often ride on the back of MOST 
contracts and local 
subsidies, without ever generating revenue.  IDGVC has tried to 
refocus on companies 
not affiliated with government-sponsored technology projects.  Even 
in the absence of 
corruption, a limited partnership (LP) with the government is 
problematic because 
changing government leadership results in re-interpretations of 
contracts. 
 
¶9.  (SBU) IDGVC cites SAFE Circular no. 75 as the largest regulatory 
obstacle to its 
operations.  This regulation, which restricts Chinese businesses' 
use of offshore foreign 
equity, requires the disclosure of any offshore transaction details 
at SAFE and also a 
MOFCOM approval.  In addition, Circular No. 10 (on Acquisition and 
Merger of 
Domestic Enterprises by Foreign Investors) has, since its 
introduction, effectively frozen 
approvals of off-shore special purpose vehicles that foreign private 
equity firms have 
used to exit their investment through IPOs in foreign stock markets. 
 [Comment: In 
addition, the CSRC has exerted moral suasion on Chinese firms to 
limit listings in 
overseas markets.  CSRC officials have indicated that this is likely 
to intensify later this 
year when China launches its Growth Enterprise Market for listings 
of SMEs.] All of this 
limits the strategic options of private equity firms and limits the 
capital they can raise. 
 
¶10.  (SBU) A second problem is China's parochial approach to 
creating the right policy 
environment.  Shong cited the NDRC's decision to designate Tianjin 
as a special zone for 
private equity.  This was largely due to the influence of Dai 
Xianglong, the former 
governor of the People's Bank of China, who became the mayor of 
Tianjin.  Tianjin has 
 
BEIJING 00003307  003 OF 004 
 
 
never been a center for private equity, say insiders, and the 
decision looks like 
parochialism.  Financial interest groups have been vocal in 
demanding similar policies 
for other regions in China. 
 
 
Private Equity Firms with Arm's Length Government Partnerships 
--------------------------------------------- ---------- 
 
¶11.  (SBU) Among the private equity funds that operate at an arm's 
length from government, 
large ones are an exception.  Embassy officers recently met with a 
smaller firm more 
representative of trends.  Small companies are able to find a 
comfortable arms-length 
relationship with the government, because they deal in smaller sums 
and with local 
government. 
 
¶12.  (SBU) DT Capital informed Embassy officers that there are 
challenges for small firms, 
but also an equal potential for profit.  Established in 2000, DT is 
a recent entrant to 
China's private equity market and was founded by an American 
citizen.  DT Capital is 
closely affiliated with Madrone Capital in the US, an investment 
entity for the Walton 
family.  The fund targets manufacturing, alternative energy, 
commodities and retail, and 
has both U.S. dollar and RMB-denominated funds with life cycles of 
10 years.  DT has 
found a partner in the China Development Bank (CDB) and Suzhou city 
government in 
Jiangsu Province.  It manages CDB money that was loaned to the local 
commerce 
department in Suzhou, and from this partnership DT gains leverage, 
while Suzhou gains 
expertise.  Nevertheless, government fund represent only a fraction 
of DT's portfolio, and 
the company hopes to preserve this status quo in order to limit 
government interference in 
its business. 
 
¶13.  (SBU) DT Capital's strategy is to partner with local 
governments and smaller provincial- 
level companies.  This enables the company to avoid the requirement 
for approvals that 
would be required in large transactions or in more regulated markets 
such as Beijing or 
Shanghai.  The company's tactic is to hold an investment for 5 
years, and preferably, to 
take a company public.  In the past, DT's preferred vehicle was to 
set up an offshore 
"BVI" company and then use it to buy a Chinese company under China's 
"Wholly 
Foreign-Owned Enterprise" (WFOE) law.  The offshore BVI company 
would then go 
public on a foreign market.  This practice was effectively banned by 
SAFE Circulars no. 
75 and 10.  The procedures and approvals required under these 
regulations are a long and 
drawn out process even in the best circumstances. 
 
¶14.  (SBU) Under the new rules in Circular no. 75, it is no longer 
practical to use the WFOE 
vehicle for private equity investments and foreign IPOs.  Instead, 
private equity firms are 
confined to joint venture partnerships, which have no stock options. 
 Under this 
arrangement, under current practices, foreign listing is essentially 
banned, while the 
process for a domestic listing often takes a year.  Foreign listings 
that are occurring now 
are mostly for companies that applied prior to the enactment of 
Circulars 10 and 75.  DT 
Capital has not made any major transactions in 2008, due in part to 
the domestic stock 
market slump and the inability to list on foreign markets. 
 
Private Equity -- Status in Summary 
----------------------------------- 
¶15.  (SBU) COMMENT: The Chinese government has only started to focus 
on private equity 
 
BEIJING 00003307  004 OF 004 
 
 
last few years, hence the introduction of the Bohai Fund, followed 
by similar funds 
created by China International Capital Corporation (CICC) and CITIC 
bank.  Restrictions 
on foreign private equity have the effect of slowing foreign private 
investment in China. 
Industry insiders are most unhappy with the restrictions on foreign 
stock listings and the 
length of time required to obtain permission for a domestic listing. 
 They are unhappy 
with central government (e.g. MOST) as an intermediary for brokering 
or channeling 
deals.  They are also conflicted about parochial policies (e.g. 
Tianjin), but happy to work 
at the local level, so long as there are opportunities to be had. 
As China's capital markets 
develop and businesses depend less on foreign investment, fears 
remain that more 
restrictions could be applied at the local level.  END COMMENT 
 
RANDT