Private Equity Partners China Newsletter Issue: Feb 2015 FUNDRAISING INVESTMENTS EXITS INDUSTRIES FUNDRAISING China To Establish $6.5B State Venture Fund To Drive Innovation Hillhouse Capital Reportedly Raised $2B New Fund Han's Laser Technology To Jointly Establish $160M Robot Industrial Fund Taiwan Government To Invest $83M In Four Venture Funds Guirenniao, Hupu.Com To Establish $320M Sports Investment Fund China To Establish $6.5B State Venture Fund To Drive Innovation 2015-01-15 China's State Council has decided to establish a state venture capital fund with as much as RMB40 billion (US$6.5 billion) in capital to help support innovation and to upgrade its industrial sectors, according to a statement posted on the Chinese government's official website. The fund will utilize capital from the central government's fiscal budget and infrastructure investment funds, as well as attracting private capital from major enterprises, financing institutions and other sources. No timing of the fund's establishment has been disclosed. The fund will hold an auction to select one or several professional fund management companies to operate the vehicle. Initially, it may consider co-investments or partnering with other investment funds to invest in emerging start-ups in early stages. Private investors will enjoy priority treatment in terms of dividend distribution. State capital can accept sacrificing certain investment returns in order to attract high quality capital, says the statement. The Chinese government, including its various ministries and local provincial governments, have launched nearly 200 funds as of June 2014 to help drive policy priorities, according to data quoted by Chinese media reports. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China The Ministry of Science and Technology and the Ministry of Finance have both established policy investment funds to support small and medium enterprises (SMEs). The National Development and Reform Commission has partnered with a number of provincial and city governments to joint establish dozens of venture capital funds. Most recently, Xiamen city, located at the southeast coast of China in Fujian province, said it planned to establish a RMB10 billion (US$1.62 billion) industry fund to steer more social capital toward the development of ten major industries including biomedical sciences, new materials, finance and shipping. Hillhouse Capital Reportedly Raised $2B New Fund 2015-01-21 Asia-focused alternative investment management firm Hillhouse Capital Management has raised a US$2 billion new fund, according to media reports. Representatives of Hillhouse could not be reached to verify the news. The firm's asset-under-management has increased to around US$18 billion from last summer's US$14 billion, due to the new fund and investment gains of its existing investment portfolio, says the reports. Founded in 2005 by Yale University graduate Zhang Lei, Hillhouse is a long-term fundamental equities investor. It has previously invested in China's Tencent Holdings Limited and e-commerce firm, JD.com Inc. After selling a small portion of its shareholdings during JD.com's IPO last May and a follow-on share sale last December, Hillhouse still owns 304.8 million shares of the e-commerce firm, according to securities filings. Hillhouse's recent investments in China included injecting US$35 million as a cornerstone investor during the Hong Kong initial public offering of Beijing-based Chinese hotpot restaurant chain Xiabuxiabu in December 2014. In November 2014, Hillhouse participated in a US$75 million round of financing for Beijing-based Chinese oncology research and development firm BeiGene (Beijing), Co., Ltd. in November 2014. In September 2014, Hillhouse invested US$30 million in Chinese car rental company China Auto Rental as one of its cornerstone investors. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China In August 2014, media reports speculated that Tencent and Hillhouse were planning to establish a joint venture pubic investment fund. Han's Laser Technology To Jointly Establish $160M Robot Industrial Fund 2015-02-04 Shenzhen-based laser technology processing manufacturer Han's Laser Technology Industry Group Co., Ltd. and Guosen H&S Investment Company Limited, the private equity arm of state-owned financial service company Guosen Securities Company Limited, plan to jointly establish a RMB1 billion (US$160 million) industrial fund to invest in the robot and artificial intelligence sector, according to a securities filing. Han's Laser Technology has committed RMB200 million to the fund, while Guosen H&S Investment will be in charge of raising the remaining capital commitments from third-party investors. The industrial fund will be managed by an asset management company jointely established by the two parties with a total registered capital of RMB10 million. Han's Laser Technology will take a 49% stake in the manager, while Guosen H&S Investment will take the remaining 51%. Han's Laser Technology says it will use this robot industry fund to improve its competitiveness in high-tech sectors including automation systems integration, linear motors, and visual identity. The news came after Han's Laser Technology's announcement in November 2014 that it was planning to set up a RMB500 million (US$80 million) robot industrial fund with Shenzhen-based First Capital Investment Management Co., Ltd. Founded in 1996, Han's Laser Technology is a Shenzhen-listed laser equipment manufacturer with market value of over US$2.15 billion. The company has seven regional centers and more than 105 service offices all over China. Taiwan Government To Invest $83M In Four Venture Funds 2015-01-28 Taiwan’s National Development Council (NDC) announced on January 23 that it plans to invest a total of US$83 million in four venture capital firms, hoping to spur growth for innovative start-ups and technology development for the island, according to a government filing. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China The NDC will invest US$15 million in 500 Startups III, L.P., a micro venture capital founded by the United States' 500 Startups. The fund plans to raise US$50 million, investing in industries including e-commerce, cloud service technology, and tablet app developers. The council will also invest US$12 million, or match 30% of its total limited partners' contributions to AppWorks' upcoming fund, which is expecting its fund size to reach NT$1 billion (US$32 million). Aside from these two investments, the council will also commit US$20 million to Palo Alto, California-based Translink Capital III’s upcoming fund, reportedly co-managed by Translink Capital and UMC Capital. In addition, the NDC will invest US$36 million in a joint-venture fund run by the Battelle Memorial Institute’s 360ip and Taiwan’s Industrial Technology Investment Corporation. This investment fund is planning to raise US$120 million to focus investing in knowledge-based emerging industries, including advanced materials technology, electronics, optics, precision machinery and automation, and cloud applications. According to the filing, the NDC is hoping that 500 Startups will help nurture mature technology to emerging enterprises in Taiwan. AppWorks's broad entrepreneur and media networks, on the other hand, will help Taiwan local enterprises expand to international markets including Japan and the U.S. Guirenniao, Hupu.Com To Establish $320M Sports Investment Fund 2015-01-20 Shanghai-listed Chinese sporting goods firm Guirenniao Co., Ltd. plans to jointly establish an industry investment fund with online sports portal Hupu.com, as part of a strategic partnership to establish a major O2O (online-to-offline) platform in the sports sector in China, according to a securities filing. The fund aims to raise a total of RMB2 billion (US$320 million) in capital to invest in emerging and innovative sports companies, including sports O2O platforms, sports training, smart devices, sports communities and media platforms. The fundraising process will be completed in two phases, with a targeted RMB1 billion to be raised in each phase. Guirenniao has committed RMB1 billion (US$160 million) to the fund in the next three years, with a RMB500 million commitment during the first phase. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China At the same time, Guirenniao is in the process to finalize details to invest RMB239 million (US$38.5 million) in Hupu.com for a stake no less than 15%, according to another securities filing. The investment will make Guirenniao the second largest shareholder of Shanghai-based Hupu.com. China's sports sector is growing rapidly, and may reach a total market size of RMB5 trillion (US$805 billion) by 2025, according to the filing. ……………………………………………………………………………………………………………………………… INVESTMENTS CITIC, Sequoia, Tencent Participate $350M Series E In Ele.me Hillhouse Leads $50M Series B In India's CarDekho.Com Catterton, ClearVue, Invests In Italian Cosmetics Maker Intercos S.p.A CITIC, Sequoia, Tencent Participate $350M Series E In Ele.me 2015-01-28 Shanghai-based online food ordering site Ele.me announces that it has raised US$350 million series E financing led by CITIC Private Equity, according to its official Weibo account. Tencent Holdings Limited, Chinese e-commerce platform JD.com Inc., online review platform Dianping.com, and Sequoia Capital also participated in the round. Earlier in January, there has already been media reports about the company's new round of financing. The company held a press conference yesterday to officially announce the details of the round. Founded in 2009, Ele.me received several million U.S. dollar series A from GSR Ventures in 2011. In 2013, it received several million U.S. dollar series B financing from Matrix Partners China and GSR Ventures. Later in 2013, it completed US$25 million series C round led by Sequoia Capital, with participation from GSR Ventures and Matrix Partners. In May 2014, it received US$80 million series D financing from Shanghai-based Yelp-like review website Dianping.com. All the past financing rounds cannot be verified and have not been confirmed by the company. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China As of October 2014, Ele.me provides online food ordering services in 250 cities in China, with 20 million users and two million orders completed via its desktop and mobile app platforms every day, according to data provided during yesterday's press conference. Hillhouse Leads $50M Series B In India's CarDekho.Com 2015-01-29 Asia-focused alternative investment management firm Hillhouse Capital Management has led US$50 million series B financing round in Indian automobile classified ads web platform CarDekho.com, according to a company announcement. Tybourne Capital and Sequoia Capital also participated in the round, which increased the valuation of CarDekho's parent company, Girnar Software, to approximately US$300 million. "We see tremendous growth opportunities in the online automobile classified market in India…We are in the early stages of the development of the auto industry and its transition to online," says David Rhee, a partner at Hillhouse Capital. Established in March 2008, CarDekho.com is India’s auto portal connecting buyers, owners, auto enthusiasts and dealers across the country. The website currently has about 11 million visits per month with 7.5 million unique visitors per month. The company recently acquired another automotive portal Gaadi.com to add to its used car segment. Founded in 2005 by Yale University graduate Zhang Lei, Hillhouse is a long-term fundamental equities investor. Earlier this month, it was reported that it had raised a US$2 billion new fund, boosting its asset-under-management to US$18 billion. Hillhouse's recent investments in China included injecting US$35 million as a cornerstone investor during the Hong Kong initial public offering of Beijing-based Chinese hotpot restaurant chain Xiabuxiabu in December 2014. In November 2014, Hillhouse participated in a US$75 million round of financing for Beijing-based Chinese oncology research and development firm BeiGene (Beijing), Co., Ltd. in November 2014. In September 2014, Hillhouse invested US$30 million in Chinese car rental company China Auto Rental as one of its cornerstone investors. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China In August 2014, media reports speculated that Tencent and Hillhouse were planning to establish a joint venture pubic investment fund. Catterton, ClearVue, Invests In Italian Cosmetics Maker Intercos S.p.A 2015-01-20 Italian cosmetics and skin care products developer and manufacturer Intercos S.p.A. says it has completed a round of financing led by U.S. private equity firm Catterton Partners, with China-focused private equity firm ClearVue Partners as a co-investor in the deal, according to an emailed announcement. In return, the investors obtained a significant minority ownership of the company. No other specific transaction terms were disclosed. "We believe in the growth potential of the cosmetics segment of China," says Harry Hui, managing partner of ClearVue Partners. "Color cosmetics represent a fast-growing segment within the cosmetics industry…We will work closely with Intercos to fuel its growth to the next level." Catterton Partners, with more than US$4 billion under management, focuses on investing in the consumer industry in the U.S. Shanghai-based ClearVue Partners targets the fast-growing consumer sectors in the Greater China region. Its founding managing partner, Hurry Hui, previously worked with Catterton Partners to bring global consumer brands to China and identifying investments for their global fund. Founded in 1972, Intercos manufactures and distributes cosmetics and skin care products on a business to business (B2B) outsourcing basis. Among its customers are some of the best-known brands and retailers in the global color cosmetics industry. The company has over 2,800 employees, seven research centers and 11 marketing offices across the four continents. ……………………………………………………………………………………………………………………………… EXITS Private Equity-Backed China Huarong Plans $3B Hong Kong IPO Zero2IPO, CDH-Backed Wowo Increases US IPO Size To $65M Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China Private Equity-Backed China Huarong Plans $3B Hong Kong IPO 2015-01-15 China’s largest state-owned asset management firm China Huarong Asset Management Co., Ltd. is planning to raise as much as US$3 billion in a Hong Kong initial public offering, according to media reports. The move came after regulators approved in August 2014 to let China Huarong to sell a 20.98% stake to a consortium of eight investor for RMB14.5 billion (US$2.4 billion). At the time, the investment was made to accelerate improvement of Huarong's internal management and operations, in preparation for an IPO in Hong Kong in 2015. The eight investors included Warburg Pincus, CITIC Securities International Co Ltd, Malaysian sovereign wealth fund Khazanah Nasional Bhd, China Life Insurance (Group) Co, Goldman Sachs, COFCO Corp, Fosun International and China International Capital Corporation Limited. China Huarong is one of China's four "bad banks" set up in the late 1990s that took over non-performing loans from China's "Big Four" state-owned banks. Another bad bank, China Cinda Asset Management Co., Ltd. compoleted an IPO in Hong Kong in 2013, raising a total of US$2.5 billion. China Huarong pre-provision operating profit jumped by 66% to RMB19.9 billion in 2013, as a result of expanding bad loan problems in China. Zero2IPO, CDH-Backed Wowo Increases US IPO Size To $65M 2015-02-02 Beijing-based Wowo Limited, which operates Chinese group-buying site 55tuan.com, has increased its planned U.S. initial public offering size by 62.5% to US$65 million, according to a security filing. On January 9, Wowo filed with the U.S. Securities and Exchange Commission to raise up to US$40 million in a NASDAQ IPO. Investors are cautious of the prospects of its current IPO plan because of the company's poor financials and weak competitive position. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China Wowo recorded net revenues of US$20.6 million and net loss of US$32.4 million during the first nine months of 2014, compared with net revenues of US$27.6 million and net loss of US$21.1 million during the same period in 2013, according to the filing. The company's transaction value was RMB442 million during the first eight month of 2014, compared to Meituan's RMB4.36 billion and Dianping's RMB1.83 billion, according to an industry report. Founded in 2010, Wowo received US$5 million of financing from Zero2IPO China Fund II L.P. by issuing series A-1 shares, and US$50 million from Zero2IPO China Fund II, CDH Venture, Besto Holdings Limited, and other unnamed investors by issuing series A-2 shares in 2011. In 2012, the company received US$12.5 million from CDH Venture, Besto Holdings Limited, New Field Worldwide Limited, and other unnamed investors by issuing series B shares. It also issued 6.7 million shares A-1 shares and 70.7 million series A-2 shares to existing A-1 and A-2 investors for free, says the filing. Wowo says it has 34 million subscribers with 430,000 services offerings in 150 cities across China as of September 2014. ……………………………………………………………………………………………………………………………… INDUSTRIES Online Retail Spending In China Will Exceed $1T By 2019 Jin Jiang's Acquisition Of Louvre Hotels Won Board Approval Dalian Wanda To Acquire Sydney Property From Blackstone For $329M JD.Com, Tencent To Invest $1.55B In Car Web Portal Bitauto Anbang To Acquire Korean Insurer Tong Yang Life For $1B Online Retail Spending In China Will Exceed $1T By 2019 2015-02-05 Online retail spending in China will exceed US$1 trillion by 2019, up from US$307 billion in 2013, according to a new forecast from research and advisory firm Forrester Research, Inc. Mobile retail spending will also grow at 44.2% compound annual growth rate (CAGR) from 2014 to 2019, twice as rapid as online sales, which is estimated to grow at 19.9% CAGR. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China Major e-commerce players in China, including Alibaba Group Holdings's Tmall and JD.com, will continue to dominate the country's e-commerce market, with estimated market shares of 57% and 21%, respectively. They will try to seize control of the market by enhancing their mobile investments and improving customer experience. “To capture the opportunities in the increasingly competitive retail market, organizations must realize the importance of digital capabilities,” says Vanessa Zeng, senior analyst at Forrester Research. She adds that successful organizations must drive innovation to deliver compelling shopping experience and leverage mobile to the entire online retail business. According to the research report, the frequency with which online consumers in metropolitan China shop via their mobiles is increasing rapidly, while those in lower-tier cities use smartphones as their primary means of network access and for online shopping. In addition, a growing number of middle-class consumers have driven online demand higher for a wide variety of high-end products that are traditionally sold offline, such as fresh food, imported goods, and automobiles. Therefore, the convenience, variety, and fast delivery associated with online purchase will boost e-commerce in these new categories, says the report. Jin Jiang's Acquisition Of Louvre Hotels Won Board Approval 2015-01-15 Shanghai-based hotel group Jin Jiang International Holdings Co., Ltd.'s planned acquisition of France-based Groupe du Louvre and its 100% indirect subsidiary Louvre Hotels Group from Starwood Capital Group has won the approval of Jin Jiang's board of directors, according to a regulatory filing. The deal, valued at €1.2 billion (US$1.49 billion), was first announced in November, 2014. The transaction, which will be completed through Starwood Capital’s affiliate Star SDL Investment Co., is expected to be completed during the first quarter of 2015. In December 2006, Starwood Capital Group invested US$30 million in Shanghai Jin Jiang International Hotels (Group) Company Limited, becoming the largest outside shareholder in the company. It's not clear what happened to Starwood's stake in Jin Jiang. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China Jin Jiang's relationship with the Louvre Hotels Group, which is the second-largest European hotel group, dates back to November 2011. The two established a partnership introducing co-branding program to selected hotels in major cities of China and France. In June 2014, Chinese private equity firm Hony Capital says it would acquire 12.43% of Shanghai Jin Jiang International Hotels Development Co., Ltd, becoming the second largest shareholder after parent company Shanghai Jin Jiang International Hotels (Group) Company Limited. Separately in July, Euro-Asia private equity fund A Capital says it plans to establish a partnership with Louvre Hotels Group to build 50 hotels in Germany within the next four to five years. Jin Jiang International Holdings Co., Ltd. is one of the largest hospitality and travel conglomerates in China. It owns and operates over 1,700 hotels in 11 countries of Asia, Europe and America. The Louvre Hotels Group owns and manages 1,115 hotels in 46 countries around the world, of which 85% are in France. Dalian Wanda To Acquire Sydney Property From Blackstone For $329M 2015-01-27 Chinese conglomerate Dalian Wanda Group has agreed to acquire a property building located in Sydney's central business district from Blackstone Real Estate Partners for approximately A$415 million (US$329 million), according to a company announcement. Dalian Wanda is to purchase the Gold Fields House from Australian real estate investment firm, Valad Property Group. In 2011, Blackstone Real Estate Partners VI acquired Valad in a go-private deal in its first major real estate investment in Australia. Gold Fields House, a 1960s office building, has been repositioned and approved to be redeveloped into a premium residential development project. Wanda is planing to turn the building into a mixed-used development including a five-star hotel, luxury residential and retail space. "Blackstone has built a diverse real estate portfolio in Australia of over A$3.5 billion of assets, and we are committed to pursuing acquisitions and disposals that benefit our investors," says Chris Heady, Blackstone's head of real estate Asia. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China The transaction is expected to close in March 2015. Blackstone’s real estate business was founded in 1991, and has more than US$80 billion under management. JD.Com, Tencent To Invest $1.55B In Car Web Portal Bitauto 2015-01-11 JD.com, Inc. and Tencent Holdings Ltd. have agreed to jointly invest US$1.55 billion in Beijing-based auto information and marketing web portal Bitauto Holdings Ltd., with the aim to build a comprehensive online automotive transaction services platform for Chinese car buyers, according to a company announcement. JD.com and Tencent will invest about US$1.3 billion in cash and resources in Bitauto, as well as injecting US$250 million in cash in YiXin Capital Limited, a subsidiary of Bitauto primarily engaged in e-commerce-related automotive financing platform business. "This investment is a major step forward in our long-term strategy of partnering with industry leaders in the vertical categories most important to our customers," says Richard Liu, founder, chairman and CEO of JD.com. "We are building our vision of making JD.com a one-stop solution for Chinese consumers looking to buy authentic, high-quality products." JD.com will invest a combination of US$400 million in cash and approximately US$750 million of resources, including exclusive access to the new and used car channels on JD.com's e-commerce sites, as consideration for a total of approximately US$1.15 billion of newly issued ordinary shares from Bitauto. Tencent will purchase US$150 million of newly issued ordinary shares from Bitauto. Bitauto's newly issued ordinary shares will be priced at US$73.31 per American Depositary Share of Bitauto. In addition, JD.com and Tencent will also invest US$100 million and US$150 million respectively, in newly issued series A preferred shares of YiXin Capital. The transactions are expected to close in the first half of 2015. After that, JD.com and Tencent will hold 25% and 3.3% of Bitauto, respectively, and JD.com will have one seat on the board of directors. JD.com and Tencent will hold 17.7% and 26.6% of YiXin Capital, respectively, upon closing. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China Founded in 2000, NASDAQ-listed Bitauto offers comprehensive auto information for China's car buyers, as well as advertising services for automakers and dealers. Anbang To Acquire Korean Insurer Tong Yang Life For $1B 2015-02-05 Beijing-based Chinese insurance firm Anbang Insurance Group Co., Ltd. has shown interest in acquiring a controlling stake in South Korea's Tong Yang Life Insurance Co., Ltd. for about 1.1 trillion Korean Won (US$1.01 billion), according to media reports. Anbang has reportedly signed a memorandum of understanding to acquire the 57.5% stake in the Korean insurer from South Korean private equity firm Vogo Investment Group. Anbang and Vogo could not be reached to confirm the news. Vogo Investment Group, established in 2005 and one of the largest independent Korea-dedicated buyout fund with more than US$2 billion of assets under management, acquired an undisclosed amount of stake in Tong Yang in 2006. Founded in 1989, Tong Yang Life has 19.7 trillion Korean Won in assets as of the third quarter of 2014. The insurer has a return-on-equity of around 10% to 11%, while Korea's big three insurers, Samsung Life, Hanwha Life and Kyobo Life, have an average of 7% return-on-equity. Anbang has been acquiring overseas assets aggressively during the past year. In December 2014, Dutch insurer Delta Lloyd NV said that it reached an agreement to sell its banking unit Delta Lloyd Bank Belgium to Anbang for €219 million (US$273 million). In October, Anbang agreed to acquire Belgian insurer Fidea from U.S. private equity firm J.C. Flowers & Co. for an undisclosed amount. Around the same time, Anbang agreed to purchase the Waldorf Astoria New York hotel for US$1.95 billion from Hilton Worldwide Holdings Inc., owned by U.S. private equity giant the Blackstone Group. ……………………………………………………………………………………………………………………………… Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China …………………………………. This newsletter is prepared by Bonnie Su bonnie.su@privateequitypartners.com ………………………………….. Private Equity Partners Via degli Omenoni, 2 - 20121 Milan, Italy Private Equity Partners China Unit 2809, 166 East Lu Jia Zui Road, 200120 Shanghai, China