If I had one minute of national air time in China and could provide a single piece of information to correct a deep cultural misunderstanding, here’s what I would say, “You like to try, but it’s really hard, maybe impossible, to guess a white person’s nationality.”

Just about every Chinese I meet asks me where I’m from. My usual response is “Where do you think?”. What then follows, almost invariably, is “You look like you are from…” following by the name of various countries inhabited by large numbers of white people. Canada, France, Australia, Spain, Russia, Switzerland, Italy. I’ve heard them all.

There’s usually a note of certainty and keen deductive reasoning about it, for example, “people as tall as you are come from France, so you must be French”, or “people in America have big noses, and you do, so you are American, right?”, or “you are so friendly, you are English”, or “Canadians have blue eyes, so you should be Canadian”.

There is universal disbelief when I explain that white people pretty much all look the same, and that in most cases, I can’t tell by looking at Caucasians where they are from. The small clues I might use – differences in clothing, accent, hairstyles – are not perceived or understood by Chinese. They just look at the skin color and then form a conclusion.

About one-third of the time, someone guesses right. When I ask them why they think I’m American, I hear all kinds of things, some flattering, some not. Equally, when I correct a wrong guess, I’m then often lectured, in a friendly way, why I couldn’t possibly be American, because American men are all lighter-skinned than me, or have mustaches, or are balding. And so on.

I always enjoy these little exchanges. As far as I can tell, my Chinese interlocutors do as well. If I have the time, I’ll explain that white Americans are really deracinated Europeans, whose ancestors came from England, Germany, Ireland, Italy, Eastern Europe. We still look pretty much the same as people still living in those places.

This usually is news to Chinese. I suggest to them that just as lots, though not all,  Japanese and Koreans can pass for Chinese, and that large numbers of Thai, Indonesian and Filipino citizens have Chinese ancestry, so many white people look like they could come from any number of different countries.

From what I can tell,  many Chinese think there is a distinct American “race”, with unique appearance and physique. Sometimes I fit that “genotype” for them. Sometimes not.  Chinese are used to hearing over and over how their own country is made up of 55 different ethnic minorities, many of whom look rather similar to the Han people who make up 91%.5 of the country’s 1.3 billion peope.  Quite a few, therefore, surmise countries in Europe and North America are populated by unique “races” , all somewhat similar, but each with its own unique ethnic identity. Sometimes costumes as well.

The irony is that when pressed, most Chinese will admit that to them, all white people look pretty much the same. They are happy to guess a white person’s nationality, despite the fact that to them whites all look more or less alike. From what I can tell, Chinese don’t “see” a white face the way white people do. They don’t apprehend the big differences among whites in hair, eye and skin color.

If some of these more subtle differences don’t make of an impression, overall Chinese have gotten far more familiar seeing white faces, mainly on TV, but also in major cities like Shanghai and Beijing. Compare this to the situation 200 years ago when Europeans first began making their presence known, often forcefully, to the Chinese. Then, Chinese described foreigners mainly as peope in garish costumes, with long red beards, and an overall appearance not unlike either monkeys or the devil. (The porcelain plate displayed above is from that time, the Qing Dynasty, showing a Chinese official receiving a European envoy.)

Truth to tell, I don’t much like being mistaken for a Russian, the most common guess. But, I’m always greeted warmly and with genuine curiosity and goodwill. That’s something those earlier visitors of European ancestry rarely, if ever, experienced.

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Around the time of Confucius 2,500 years ago, the Greek philosopher Heraclitus wrote, “Nothing is permanent except change.” It’s a perfect quick summary of the private equity industry in China. In its short 20 year history, PE in China has undergone continuous transformation: from dollars to Renminbi; from a focus on technology companies to a preference for traditional industries; from overseas IPO exits to domestic listings;  from a minor financing channel to a main artery of capital to profitable private companies competing in the most dynamic and fast-growing major market in the world.

Where is private equity in China headed? Can future performance match the phenomenal returns of recent years? Where in China are great entrepreneurial opportunities and companies emerging? These are some of the questions we’ve sought to answer in China First Capital’s latest English-language research report, titled “Private Equity in China, Positive Trends and Growing Challenges”.

You can download a copy by clicking:  Download “Private Equity in China, 2012 – 2013“.

Our view is that 2012 will be a year of increasingly fast realignment in the PE industry. With the US capital markets effectively closed to most Chinese companies, and Hong Kong Stock Exchange ever less welcoming and attractive, the primary exit paths for China PE deals are domestic IPO and M&A. Both routes are challenging. At the same time, there are too many dollar-based investors chasing too few quality larger deals in China.

“Adapt or die” describes both the Darwinian process of natural selection as well as the most effective business strategy for PE investing in China.

I’ve been working with entrepreneurs for most of my 30 year business career. It’s the joy and purpose of my life. Good entrepreneurs profit from change and uncertainty. Investors less so, if at all. This may be the biggest misalignment of all in Chinese PE. The entrepreneurial mindset is comfortable with constant change, with the destruction and opportunity created by market innovation. In my view, the PE firms most likely to succeed in China are those led by professionals with this same entrepreneurial mindset.

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Most investors, including me,  would be delighted to make 15% to 20% per year, year after year. But, for many private equity firms active in China, that kind of return would be cause for shame. The reason is that recent past returns from Chinese PE , and so the expectations of LPs, is much higher, often overall annual increases of 40%-60% a year, with successful individual deals increasing by 100% a year in value during a typical three to five year holding period.

But, it is quickly becoming much more challenging to earn those +40% annual rates of return. My prediction is that profits from PE investing in China will soon begin a rather steep downward slide. This isn’t because there are fewer good Chinese companies to invest, or that valuations are rising sharply. Neither is true. It’s simply that a declining percentage of PE deals done in China will achieve those exceptionally high profits of 500%-800% or more over the life of an investment.

The reason is that fewer and fewer PE deals in China will achieve exit through IPO. Those are the deals where the big money is made. There are no precise numbers. But, my estimate would be that in recent years, one in four PE investments made by the top 50 firms active in China managed to have an IPO. Those are the deals with the outsized rates of return that do so much to lift a PE firm’s overall IRR.

In the future, the rate of successful IPO exit may fall by 30% or more for the good firms. For lesser PE firms, including many of the hundreds of Renminbi firms set up over the last three years, the percentage of deals achieving a domestic IPO in China may not reach 10%. If so, overall returns for each PE firm, as well as the industry as a whole, will fall rather dramatically from the high levels of recent years.

The returns for most PE and VC firms across the world tend toward bell curve distribution, with a small number of highly successful deals more than covering losses at the deals gone sour, and the majority of deals achieving modest increases or declines. In China, however, the successful deals have tended to be both more numerous and more profitable.  This has provided most of the propulsive thrust for the high rates of return.

The higher the rate of return, the easier it is to raise new money. PE firms each year keep 1% to 2% of the money they raise every year as a management fee. It’s a kind of tithe paid by LPs. PE firms also usually keep 20% of the net investment profits. But, this management fee is risk-free, and usually is enough to fully pay for the PE and VC firms salaries, offices, travel and other operating expenses, with anything left over split among the partners.

So, high rates of investment return in the past ends up translating into lots of new money unlinked to actual investment performance in the future. It’s a neat trick, and explains why the PE partners currently most actively out raising capital are mainly those investing in China. The more you raise now, the longer your guaranteed years of the good life. In other words, even if overall investment results deteriorate in coming years, the guaranteed income of PE firms will remain strong. Most funds have a planned lifespan of seven to ten years. So, if you raise $1 billion in 2012, you will have perhaps $20mn a year in guaranteed management fee income all the way through 2022.

The more new capital that’s raised for PE deals in China, the more investment deals can get done. The problem is, IPOs in China are basically a fixed commodity, with about 250 private companies going public a year. These domestic Chinese IPOs are the common thread linking most of the highest return PE deals. The Chinese IPOs will continue, and most likely continue to provide some of the highest profits available to PE firms anywhere. But, with the number of IPOs static and overall PE investment surging, the odds of a PE-backed company in China getting the green light for IPO will drop — rather precipitously if the current gusher of new money for PE deals in China persists.

Meantime, the number of Chinese companies going public outside China is dropping and will likely continue to. The US has all but barred the door to Chinese companies, following a spate of stories in 2011 about fraudulent accounting and false disclosure by Chinese companies quoted there. In Hong Kong, the only Chinese companies generating investor enthusiasm at IPO are ones with both significant size (profits of at least USD$25mn) and an offshore legal corporate structure. It used to be both simple and common for Chinese companies to set up holding companies outside China. The Chinese government has moved aggressively to shut down that practice, beginning in 2006. So, the number of private Chinese companies with the legal structure permitting a Hong Kong (or US, Singapore, Korean, Australian) IPO will continue to shrink.

Add it up and the return numbers for PE firms active in China begin to look much less rosy going forward than they have in the past. More deals will end in mandatory buybacks, rather than IPOs. This is the escape mechanism written into just about every PE investment contract. It allows the PE firm to sell their shares back to the company if an IPO doesn’t take place within a specified period of time, typically three to five years. The PE gets its original investment back, plus an annual rate of return (“IRR”), usually 10% to 20%.

This way PE firms can’t get stuck in an illiquid investment. The buybacks should become an increasingly common exit route for PE deals in China. But, they only work when the company can come up with the cash to buy the PE shares back. That will not always be certain, since pooling large sums of money to pay off an old investor is hardly the best use of corporate capital. Fighting it out in court will likely be a fraught process for both sides.

The direction of Chinese PE is moving from IPO to IRR.  As this process unfolds, and PE returns in China begin to trend downward, the PE investment process and valuations are likely to change, most likely for the worse. IRR deals seldom make anyone happy—not the PE firms, their LPs or the entrepreneur.

Chinese PE still offers some of the best risk-adjusted returns of any investment class. But, as often happens, the outsized returns of recent years attracts a glut of new money, leading to an eventual decline in overall profits. In investing, big success today often breeds mediocrity tomorrow.

The first thing that strikes you is complete geographic implausibility of it all. In a rural corner of China’s barren, sparsely-populated and dusty Loess Plateau, sits an enormous complex of factories, dormitories, roads, and train tracks occupying an area of 38 square kilometers (14.6 square miles, almost 19 million square feet). That’s over half the size of Manhattan, 58 times larger than LA’s Disneyland, three times larger than the world’s busiest international airport, Heathrow in London.

The site belongs to a single Chinese company. It’s private, been in business less than a decade, has come from nowhere to become the world’s largest manufacturer of a critical component used in steel production, with likely revenues this year of over USD$1.5 billion (Rmb10 billion), profits of over USD$130 million , and assets of over USD$2.4 billion (Rmb 15 billion).  It’s 99% owned by its founder and chairman, with the other 1% held by his wife and daughter. By any measures, it is among the largest private industrial companies in the world, and certainly among the fastest ever to get to $1 billion in sales.

Not only have you never heard of it, neither has virtually everyone in China. It’s never listed among the biggest private companies in China. Its owner is never included among the ranks of the country’s private sector billionaires. Just how unknown is this remarkably successful entrepreneur? Here’s one measure. Believe me, I’m a big nobody in China. But, a Baidu search turns up more articles and references to me and my company than to this company boss and his.  In terms of orders of magnitude, his company employs about 2,000 times more people than mine, and occupies a premises that’s about, well, 190,000 times larger.

I’m not going to disclose the company or the boss’s name. We’re in discussions with them, and it would be unprofessional to do so. None of my competitors, as well as virtually no credible PE firms,  have visited the company.

My purpose here is two-fold: to shed a little light on a remarkable individual entrepreneurial achievement and also to give some sense of the scale of entrepreneurial greatness in China. I find myself, more often than I’d like, drawn into discussions – occasionally arguments – with people in the US and Europe about how entrepreneurship in China is in a class by itself, compared to everywhere else in the world, excepting perhaps the US and Israel.

Entrepreneurs are more numerous here (over 70 million private companies) and the best ones, numbering at least in the thousands, have created more wealth and spawned more positive societal progress in the last ten years than any other single group of people on the planet. I live in a perpetual state of wonder, doing what I do for a living in China, having occasion to meet entrepreneurs of the caliber of this particular boss.

A little more about him. He is, by my eye, about as modest an individual as you would likely ever run across. The only obvious concession to his enormous wealth is a rose gold watch he wears along with standard-issue baggy Chinese suit. If he sat next to you on a plane, my guess is you’d pin him as the owner of a small hardware store, not the owner of the world’s largest manufacturing business for a component used in a lot of what’s for sale there.

His office is hardly palatial, and sits just above the oldest section of his giant factory complex. He never went to college, and has no engineering or technical background, despite founding and now running one of the more complicated large-scale engineering and manufacturing businesses you’d ever hope to see.

Everything about the man, except his ego, is huge. “If you are going to do something,” he tells me, “do it big.” This applies not only to the huge area his business occupies, but the size of the investments he is making in its future. He is taking his business downstream and building, simultaneously, at least four huge new production sites, with total planned investment of over $3 billion. The local government is busy decapitating the top half of a silt mountain to create a level 500 acre site (about one square mile) for one of these new production areas. He begins building on it this year.

As I drove away from the factory area, I remarked to my colleague that the whole complex must be a source of intense interest at the CIA and National Security Agency in Washington, DC. Satellite photos will show the vast scale of this enterprise, as well as all the construction taking place. One recently-completed building is four stories tall and a mile long, all indoors.

My guess is the two spy agencies aren’t all that sure what exactly is being produced or planned here. I drove through it. Within a year, it will start producing steel products for the auto and home appliance industry.

How did this one entrepreneur build such a huge business is such a short time? Obviously, good timing, luck, some support from his local government and banks played a part. But, one key factor was a gamble he made in 2008 that paid off big time. When the financial crisis hit, his state-owned competitors (there were once three within a few hundred miles of him) cut way back on raw material purchases. This boss did the opposite. He exploited a steep drop in commodity prices, bought big and so locked in very large profits when customer demand began to pick up in 2009. Of course, had prices kept falling, he would have likely been bankrupt. His state-owned competitors? Now, all out of business.

Just about every “yuan” of profit he earns is poured back into expanding production. His bank loans are moderate –  about 10% of total assets. He’s only drawn down 70% of the credit lines provided by local banks. Measured by scale (factory size, employees, revenues) his company is similar to many larger SOEs in China. Asked to make a comparison, he explains that SOEs target only top line growth — girth for its own sake. He is far more focused on making money. The projected annual rate of return on newer projects is well above 25%.

He’s thinking about an IPO within two to three years. At a guess, his business could have a market capitalization at that point in excess of USD$8 billion. An IPO on that scale will bring him a lot of unwanted notoriety. He would likely instantly be vaulted into the ranks of the five hundred richest people on the planet. Billionaires in China rarely have it easy. Quite a few seem to end up in prison, or targeted by waves of bad publicity. For him, the real appeal of going public is the potential to raise an additional $1.5 billion to $3 billion to invest in further downstream expansion.

Whether or not my company works with his, it was one of the signal delights of my 35-year professional career to meet this entrepreneur, tour his factories and eat in his dining room.  At this moment in history, China is the entrepreneurial center of the world.

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My love story began 25 years ago on a bus barreling down the Mass Pike highway in Western Massachusetts. It continues to this day, stronger and more captivating than ever. It has provided the joy, the passion, the inspiration, the endless study and purpose of my life. I’m talking about my love affair with entrepreneurs and entrepreneurship. 

Twenty-five years ago I was a newly-hatched baby reporter at Forbes Magazine in New York, on my first proper reporting assignment. An editor asked me to look into what was then still a small New England bus company with the unlikely name of Peter Pan Bus Lines. Against the odds, little Peter Pan was competing, and somehow winning, against America’s giant intercity bus company, Greyhound. I took one of their busses from New York’s dreary Port Authority station to the company headquarters in Springfield, Massachusetts. 

I sat down with the company’s CEO, Peter Picknelly. He gave me my first lesson in what it’s like to be an entrepreneur, the challenge and the delight of taking on – and eventually taking down – a big rival. To my surprise, as well as my editors, I was able to turn the conversation into an article that made it into Forbes, under my byline. My first. I was hooked– not so much with reporting and journalism. That was purely a means to an end. My life’s direction became meeting and learning from entrepreneurs.

At that time, I knew and cared little about small business and entrepreneurs. Both my grandfathers were founders of successful companies. But, growing up under their noses, I never quite appreciated just how special they — and their fellow entrepreneurs – really were. Only when I landed at Forbes, after years of studying Chinese history, then spending time in China and Hong Kong as a grad student, did it first begin to dawn on me how much I had to learn, and how deeply I should admire, the people who take the limitless risk to start businesses, find and please customers and, not all that infrequently, end up changing the world for the better. 

Fast forward to today, and I’m living a life that is the culmination of this 25 years of meeting, talking with, learning from some of the best entrepreneurs in the US, Europe and now China. In the four years since starting CFC, I’ve met in China more great entrepreneurs than in the previous 21. That is no small accomplishment, since among the entrepreneurs I met previously are Bill Gates, Miuccia Prada, Ken Olson and dozens more, less famous, but in many senses, no less remarkable and successful.

Entrepreneurs in China share much the same profit-making and opportunity-seeking DNA of entrepreneurs elsewhere. What makes them more remarkable, though, is fact that almost all got their start at a time when entrepreneurship, when starting your own company, was new, untried, often hazardous in China. They not only had to overcome the obstacles familiar to entrepreneurs everywhere (where do I find the money? How do I make a profit, feed my family and reinvest? What about my larger competitors?) but a raft of others that would daunt just about any other sane individual. 

Until comparatively recently, China’s economy was a near-perfect socialist vacuum in which entrepreneurship could not survive.  The economy was almost entirely in state hands. Licenses were not granted to private businesspeople. Banks would not lend. This was the world today’s successful Chinese entrepreneur was born into. There were no role models. The previous generation of private entrepreneurs had, in large part, been expropriated and excoriated or fled the country in 1949. 

Laws giving equal treatment to private companies were only introduced in 2005. Even then, private companies have had it very tough, in many cases. It remains a challenge. Taxes are numerous and high. Regulations can be as stifling as anywhere else in the world. Laws change frequently. Worker salaries are now growing by 25% a year or more. Every good business idea, almost within minutes, attracts hundreds, if not thousands, of competitors. Success or failure can be conferred at the whim of a local bureaucrat. 

And still, the great entrepreneurs of China keep marching forward, in ever greater numbers. A week doesn’t go by when I don’t meet or hear about a successful and accomplished entrepreneur. I’m just back from a five day trip to cold and barren Northwestern China. For me, it was far more enjoyable than a long weekend on the beach at Bali. 

During my trip, I met back-to-back with the founders of nine different companies, sharing hours of discussion with each, and a delicious meal with most. Each of the nine is successful, in industries ranging from cooking oil to laser components, from high-tech fiberglass threads to the world’s largest producer of a refined mineral used by steel mills all over the world. 

In my next blog post, I will tell the story of this mineral company and its remarkable founder. In eight years, since starting his business with little capital and no relevant experience or higher education, he has built a business worth, conservatively, $2 billion. He owns 99% of it. His wife and daughter the remaining 1%. 

Each of these entrepreneurs, like so many others in China and elsewhere, will achieve more in their lives than most, and likely leave a lasting imprint on generations to come. This was true for my grandfathers, whose success (one as the owner of a department store, the other as the founder of a button-making company) in the middle part of the 20^th century created the wealth to send their children to college, get advanced degrees, and so ultimately provide a very affluent upbringing and even more possibilities in life for me and my brothers and cousins. 

The roots of so much of my own happiness are opportunities and experiences made possible by the business success of my two entrepreneurial grandfathers. It is the greatest of privileges for me to now work helping in a small way some outstanding entrepreneurs here in China.

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From the world’s leading IPO stock market to a grubby financial backwater with the sordid practices of America’s notorious OTCBB. Is this what’s to become of the Hong Kong Stock Exchange ?

I see some rather disturbing signs of this happening. Underwriters, with the pipeline of viable IPO deals drying up, are fanning out across China searching for mandates and making promises every bit as mendacious and self-serving as the rogues who steered so many Chinese companies to their doom on the US OTCBB.

The Hong Kong Stock Exchange (“HKSE”) may be going wrong because so much, until recently, was going right.  Thanks largely to a flood of IPO offerings by large Chinese companies, the HKSE overtook New York in 2009 to become the top capital market for new flotations. While the IPO markets turned sharply downward last year, and the amount of IPO capital raised in Hong Kong fell by half, the HKSE held onto the top spot in 2011. US IPO activity remains subdued, in part due to regulatory burdens and compliance costs heaped onto the IPO process in the US over the last decade.

During the boom years beginning around 2007, all underwriting firms bulked up by adding expensive staff in expensive Hong Kong. This includes global giants like Goldman Sachs, Citibank and Morgan Stanley, smaller Asian and European firms like DBS, Nomura, BNP Paribas and Deutsche Bank and the broking arms of giant Chinese financial firms CITIC, ICBC, CIIC, and Bank of China. The assumption among many market players was that the HKSE’s growth would continue to surge, thanks largely to Chinese listings, for years to come. With the US, Europe and Japan all in the economic and capital market doldrums, the investment banking flotilla came sailing into Hong Kong. Champagne corks popped. High-end Hong Kong property prices, already crazily out of synch with local buying power,  climbed still higher.

The underwriting business relies rather heavily on hype and boundless optimism to sell new securities. It’s little surprise, then, that IPO investment bankers should be prone to some irrational exuberance when it comes to evaluating their own career prospects. The grimmer reality was always starkly clear. For fundamental reasons visible to all but ignored by many, the flood of quality Chinese IPOs in Hong Kong was always certain to dry up. It has already begun to do so.

In 2006, the Chinese government closed the legal loophole that allowed many PRC companies to redomicile in Hong Kong, BVI or Cayman Islands. This, in turn, let them pursue IPOs outside China, principally in the US and Hong Kong. Every year, the number of PRC companies with this “offshore structure” and the scale and growth to qualify for an IPO in Hong Kong continues to decline. A domestic Chinese company cannot, in broad terms, have an IPO outside China.

Some clever lawyers came up with some legal fixes, including a legally-dubious structure called “Variable Interest Entity”, or VIE, to allow domestic Chinese companies to list abroad. But, last year, the Chinese Ministry of Commerce began moving to shut these down. The efficient, high-priced IPO machine for listing Chinese companies in Hong Kong is slowly, but surely, being starved of its fuel: good Chinese private companies, attractive to investors.

Yes, there still are non-Chinese companies like Italy’s Prada, Russia’s Rusal or Mongolia’s Erdenes Tavan Tolgoi still eager to list in Hong Kong. There is still a lot of capital, while listing and compliance costs are well below those in the US. But, the Hong Kong underwriting industry is staffed-up mainly to do Chinese IPOs. These guys don’t speak Russian or Mongolian.

So, the sorry situation today is that Hong Kong underwriters are overstuffed with overhead for a “coming boom” of Chinese IPOs that will almost certainly never arrive. China-focused Hong Kong investment bankers are beginning to show signs of growing desperation. Their jobs depend on winning mandates, as well as closing IPOs. To get business, the underwriters are resorting, at least in some cases, to behaviors that seem not that different from the corrupt world of OTCBB listing. This means making some patently false promises to Chinese companies about valuation levels they could achieve in an Hong Kong IPO.

The reality now is that valuation levels for most of the Chinese companies legally structured for IPO in Hong Kong are pathetically low. Valuations keep getting slashed to attract investors who still aren’t showing much interest. Underwriters are finding it hard to solicit buy offers for good Chinese companies at prices of six to eight times this year’s earnings. Some other deals now in the market and nowhere near close are being priced below four times this year’s net income. At those kind of prices, a HK IPO becomes some of the most expensive equity capital around.

In their pursuit of new mandates, however, these Hong Kong underwriters will rarely share this information with Chinese bosses. Instead, they bring with them handsomely-bound bilingual IPO prospectuses for past deals and suggest that valuation levels will go back into double digits in the second half of this year. In other words, the pitch is, “don’t look at today’s reality, focus instead at yesterday’s outcomes and my rosy forecast about tomorrow’s”.

This is the same script used by the advisors who peddled the OTCBB listings that damaged or destroyed so many Chinese companies over the last five years. Another similar tactic used both by OTCBB rogues and HK underwriters is to pray on fear. They suggest to Chinese bosses that they should protect their fortune by listing their company offshore, at whatever price possible and using whatever legally dubious method is available. They also play up the fact a Chinese company theoretically can go public in Hong Kong whenever it likes, rather than wait in an IPO queue of uncertain length and duration, as is true in China.

In other words, the discussion concerns just about everything of importance except the fact that valuation levels in Hong Kong are awful, and there is a decent probability a Chinese company’s HK IPO will fail. This is particularly the case for Chinese companies with less than USD$25 million in net income. The cost to a Chinese company of a failed IPO is a lot of wasted time, at least a million dollars in legal and accounting bills as well as a stained reputation.

There is, increasingly, a negative selection bias. Investors rightly wonder about the quality of Chinese companies, particularly smaller ones, being brought to market by underwriters in Hong Kong.

“No one has a crystal ball”, is how one Hong Kong underwriter, a managing director who spends most of his time in China scouring for mandates, explains the big gap between promises made to Chinese bosses, and the sad reality that many then encounter. In a real sense, this is on par with him saying “I’ve got to do whatever I’ve got to do to earn a living”. He can hold onto his job for now by bringing in new mandates, then hope markets will turn around at some point, the valuation tide will rise, and these boats will lift. This too is a business strategy used for many years by the OTCBB advisor crowd.

The OTCBB racket is now basically shut down. Those who profited from it are now looking for work or looking elsewhere for victims, er mandates. Tiny cleantech deals are apparently now hot.

My prediction is a similar retrenchment is on the way in Hong Kong, only this time those being retrenched won’t be fast-buck types from law firms and tiny OTCBB investment banks no one has heard of. Instead, it’ll be bankers with big salaries working at well-known brokerage companies. The pool of IPO fees isn’t big enough to feed them all now. And, that pool is likely going to evaporate further, as fewer Chinese companies sign on for Hong Kong listings and successfully close deals.

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Capital allocation, not the amount of capital,  is the largest financial challenge confronting the private equity industry in China. Capital continues to flood into the PE sector in China. 2011 was a record year, with over $30billion in new capital raised by PE firms, including both funds investing in dollars and those investing in Renminbi. China’s private equity industry seems destined now to outstrip in size that of every other country, with exception of the US. Ten years ago, the industry hardly existed in China.

Yes, it is a time of plenty. Yet, plenty of problems remain. Many of the best private companies remain starved of capital, as China’s domestic banks continue to choke back on their lending. As a result, PE firms will play an increasingly vital role in providing growth capital to these companies. 

These are some of the key themes addressed in CFC’s latest research report, titled “2012-2013: 中国私募股权融资与市场趋势”. It can be downloaded from the CFC website or by clicking here.

The report is available in Chinese only.

Like many of CFC’s research reports, this latest one is intended primarily for reference by China’s entrepreneurs and company bosses. Private equity, particularly funds able to invest Renminbi into domestic companies,  is still a comparatively new phenomenon in China. Entrepreneurs remain, for the most part, unfamiliar with all but the basics of growth capital investment. The report assesses both costs and benefits of raising PE.

This calculus has some unique components in China. Private equity is often not just the only source for growth capital, it is also, in many cases, a pre-condition to gaining approval from the CSRC for a domestic IPO. It’s a somewhat odd concept for someone with a background only in US or European private equity. But, from an entrepreneur’s perspective, raising private equity in China is a kind of toll booth on the road to IPO. The entrepreneurs sells the PE firm a chunk of his company (usually 15%-20%) for a price significantly below comparable quoted companies’ valuation. The PE firm then manages the IPO approval process.

Most Chinese companies that apply for domestic IPO are turned down by the CSRC. Bringing in a PE firm can often greatly improve the odds of success. If a company is approved for domestic IPO, its valuation will likely be at least three to four times higher (on price/earnings basis) than the level at which the PE firm invested. Thus, both PE firm and entrepreneur stand to benefit.

The CSRC relies on PE firms’ pre-investment due diligence when assessing the quality and reliability of a company’s accounting and growth strategy. If a PE firm (particularly one of the leading firms, with significant experience and successful IPO exits in China) is willing to commit its own money, it provides that extra level of confidence the CSRC is looking for before it allows a Chinese company to take money from Chinese retail investors.

From a Chinese entrepreneur’s perspective, the stark reality is “No PE, No IPO”.

CFC’s Jessie Wu did most of the heavy lifting in preparing this latest report, which also digests some material previously published in columns I write for “21 Century Business Herald” (“21世纪经济报道) and “Forbes China”  (“福布斯中文”). The cover photo is a Ming Dynasty Xuande vase.

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The amount of capital going into private equity in China continues to surge, with over $30 billion in new capital raised in 2011. The number of private equity deals in China is also growing quickly. More money in, however, does not necessarily mean more money will come out through IPOs or other exits. In fact, on the exit side of the ledger, there is no real growth, instead probably a slight decline, as the number of domestic IPOs in China stays constant, and offshore IPOs (most notably in Hong Kong and USA) is trending down. M&A activity, the other main source of exit for PE investors,  remains puny in China. 

This poses the most important challenge to the long-term prospects for the private equity industry in China. The more capital that floods in, the larger the backlog grows of deals waiting for exit. No one has yet focused on this issue. But, it is going to become a key fact of life, and ultimately a big impediment, to the continued expansion of capital raised for investing in China. 

Here’s a way to understand the problem: there is probably now over $50 billion in capital invested in Chinese private companies, with another $50 billion at least in capital raised but not yet committed. That is enough to finance investment in around 6,500 Chinese companies, since average investment size remains around $15mn. 

At the moment, only about 250 Chinese private companies go public each year domestically. The reason is that the Chinese securities regulator, the CSRC, keeps tight control on the supply of new issues. Their goal is to keep the supply at a level that will not impact overall stock market valuations. Getting CSRC approval for an IPO is becoming more and more like the camel passing through the eye of a needle. Thousands of companies are waiting for approval, and thousands more will likely join the queue each year by submitting IPO applications to the CSRC.

Is it possible the CSRC could increase the number of IPOs of private companies? In theory, yes. But, there is no sign of that happening, especially with the stock markets now trading significantly below their all-time highs. The CSRC’s primary role is to assure the stability of China’s capital markets, not to provide a transparent and efficient mechanism for qualified firms to raise money from the stock market. 

Coinciding now with the growing backlog of companies waiting for domestic IPOs, offshore stock markets are becoming less and less hospitable for Chinese companies. In Hong Kong, it’s generally only bigger Chinese companies, with offshore shareholder structure and annual net profits of at least USD$20 million, that are most welcome.

In the US, most Chinese companies now have no possibility to go public. There is little to no investor interest. As the Wall Street Journal aptly puts it, “Investors have lost billions of dollars over the last year on Chinese reverse mergers, after some of the companies were accused of accounting fraud and exaggerating the quality and size of their assets. Shares of other Chinese companies that went public in the United States through the conventional initial public stock offering process have also been punished out of fear that the problem could be more widespread.”

Other minor stock markets still actively beckon Chinese companies to list there, including Korea, Singapore, Australia. Their problem is very low IPO price-earnings valuations, often in single digits, as low as one-tenth the level in China. As a result, IPOs in these markets are the choice for Chinese companies that truly have no other option. That creates a negative selection bias.  Bad Chinese companies go where good companies dare not tread. 

For the time being, LPs still seem willing to pour money into funds investing in China, ignoring or downplaying the issue of how and when investments made with their money will become liquid. PE firms certainly are aware of this issue. They structure their investment deals in China with a put clause that lets them exit, in most cases, by selling their shares back to the company after a certain number of years, at a guaranteed annual IRR, usually 15%-25%. That’s fine, but if, as seems likely, more and more Chinese investments exit through this route, because the statistical likelihood of an IPO continues to decline, it will drag down PE firms’ overall investment performance.

Until recently, the best-performing PE firms active in China could achieve annual IRRs of over 50%. Such returns have made it easy for the top firms like CDH, SAIF, New Horizon, and Hony to raise money. But, it may prove impossible for these firms to do as well with new money as they did with the old. 

These good firms generally have the highest success rates in getting their deals approved for domestic IPO. That will likely continue. But, with so many more deals being done, both by these good firms as well as the hundreds of other newly-established Renminbi firms, the percentage of IPO exits for even the best PE firms seems certain to decline. 

When I discuss this with PE partners, the usual answer is they expect exits through M&A to increase significantly. After all, this is now the main exit route for PE and VC deals done in the US and Europe. I do agree that the percentage of Chinese PE deals achieving exit through M&A will increase from the current level. It could barely be any lower than it is now.

But, there are significant obstacles to taking the M&A exit route in China, from a shortage of domestic buyers with cash or shares to use as currency, to regulatory issues, and above all the fact many of the best private companies in China are founded, run and majority-owned by a single highly-talented entrepreneur. If he or she sells out in M&A deal,  the new owners will have a very hard time doing as well as the old owners did. So, even where there are willing sellers, the number of interested buyers in an M&A deal will always be few. 

Measured by new capital raised and investment results achieved, China’s private equity industry has grown a position of global leadership in less than a decade. There is still no shortage of great companies eager for capital, and willing to sell shares at prices highly appealing to PE investors. But, unless something is done to increase significantly the number of PE exits every year,  the PE industry in China must eventually contract. That will have very broad consequences not just for Chinese entrepreneurs eager for expansion capital and liquidity for their shares, but also for hundreds of millions of Chinese, Americans and Europeans whose pension funds have money now invested in Chinese PE. Their retirements will be a little less comfortable if, as seems likely,  a diminishing number of the investments made in Chinese companies have a big IPO payday.

Ask Chinese where the country’s leader Hu Jintao comes from and you will be told “Anhui Province”. Simple. Except it isn’t. In Jiangsu province recently, I was told by several locals that Hu was raised and schooled in Taizhou, a small city in the northeastern corner of their province. Disinformation meant to confound a foreigner? Apparently not.

In this case, as well as in China more generally, both can be true simultaneously true, that a person is said to come from one place, although he was actually born and raised in another. The reason for this seeming conundrum is the central importance Chinese themselves place on the concept of 老家，(“laojia”), literally one’s “old home”. It is, after asking someone’s name, the most common as well as most pertinent question you hear people ask one another when first introduced, “where in your laojia?” .

Chinese ask because nothing else is meant to be as telling, as shorthand, in determining the character, interests, personal habits, even taste in food of a person you’ve just met. Your laojia is Henan? It’s a place of con artists and simple poor peasants. Hubei? The smartest Chinese come from here.  Guangdong? Not keen on education but good at making money. Shandong? Strongly influenced by the values of the province’s native son, Confucius. And so on.

Laojia matters because Chinese are convinced it does. Living here, I’ve adopted the habit of asking a person’s laojia and have come to see it as providing some clues to a person’s character – if nothing else, it can often indicate a person’s tolerance for spicy food, preference for noodles or rice, yen for hard liquor.

In Hu Jintao’s case, he is considered a native of Anhui because his grandparents (and probably innumerable generations before them) came from this region of China. It is meant to inform his judgment, personality and provide the main reason Anhui Province is said to have experienced very high gdp growth during Hu’s tenure. He oversaw policies and spending decisions that gave a big boost to this once-poor area of China.  In US politics, this is known as “bringing home the bacon”.

And yet, from what I was told, Hu has little personal connection to Anhui. He was born and spent all his formative years in Jiangsu.  His grandparents emigrated there.  Then and now Jiangsu was among the most developed, economically successful areas of China, with a strong tradition of higher education and high professional achievement.

Hu’s spoken Chinese bears no trace of an Anhui accent, or any regional accent for that matter. His working years before becoming China’s party secretary were spent in various corners of the country, including Tibet and Guizhou, but never in Anhui. But, from what I was told, his parents raised him on Anhui food, and with a strong sense of identity as “安徽人”, or a person whose laojia is Anhui. My guess is that is you asked him to name his laojia, he would say “Anhui”.

China’s likely next leader, Xi Jinping, is a born and bred Beijinger.  He is about to embark on an important visit to the US, a kind of trial run ahead of his elevation to the top spot as Party Secretary later this year. He is son of a first generation leader of the Communist Party, and grew up, it is widely assumed, with all the perks available to a child of one of the country’s top officials.  And yet, his laojia is considered to be Shaanxi, the ancestral home of his father, and a place he was sent to at 16 years old, during the Cultural Revolution.

Shaanxi is the cultural and historical heartland of Han China. Xi, it is widely assumed, will bring to the job of China’s leader not so much the values of a Beijing son of high privilege and power, known in Chinese as a 太子党, or “Communist Party Prince” but the practicality and diligence of Shaanxi folk.

 When Chinese find out I’m American, they often follow up by asking “where do your ancestors come from?” In effect, I’m being asked to name my laojia. I offer the answer (in my case, Middle Europe) and also a quick discourse on why this idea of laojia hasn’t such resonant meaning outside China.  Americans tend to be far more interested in where a person was raised and schooled, rather than the locus of the ancestral burial ground.  Anyway, I often explain to Chinese that as a Jew, my ancestors were pretty much on the run for 1,900 years before disembarking from a ship on New York’s Ellis Island over a century ago. We have no ancestral burial ground. No home turf. I am, for all practical purposes, a person without a laojia.

That would never be possible – or acceptable – for a native Chinese. Laojia provides a middle layer of identity for all Chinese, between family and country. Yet, unlike those other two, laojia is often as much mystical as it is practical.

For many Chinese, not just the current and likely future leader of China, one’s laojia may be a place you’ve seldom, if ever, visited. And yet it’s also the root source of one’s values and preferences, shaping one’s choice of friends, profession, entertainment, food. In China, one can be of a place but not from it.

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Wishing everyone a happy, healthy and prosperous Chinese New Year. This is a Dragon Year, which many consider the most auspicious in the duodecennial Chinese lunar cycle.

The vigorous dragon above is a “Kesi” embroidery from the Ming Dynasty, Wanli Emperor period.

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