| At the beginning of March, Providence Equity Partners, one of the large international buy-out firms, sent a note to investors to announce that Sean Tong, one of its Hong Kong-based managing directors, was leaving the firm to launch a China-focused private equity investment platform. Mr Tong is just one of many locals leaving western firms to set up his own shop, adding to competition that was intense even before the defections. | 3月初，国际大型收购公司之一——普罗维登斯投资(Providence Equity Partners)向其投资者宣布，其驻香港的董事总经理童小幪(Sean Tong)将从公司离职，转而创立一个专注中国的私人股本投资平台。众多当地人士正离开西方公司另立门户，加剧了已然十分激烈的私人股本市场竞争，童小幪 只是其中的一员。 |
| “With the growth of domestic private equity firms in China, the major international firms are losing their competitive edge,” says a China lawyer at one of the big US law firms in Hong Kong. | “随着中国国内私人股本公司的发展，大型国际公司正失去竞争优势，”香港一家大型美资律师事务所的中国律师说。 |
| So today, if they are to flourish in the Chinese market, private equity firms will have to reinvent themselves once more. Buy-out firms have already had to adapt their model to the reality of the Chinese market several times, because the formula that has worked so successfully in the US does not travel particularly well. | 所以今天，如果私人股本公司希望在中国市场蓬勃发展，将不得不再次重塑自我。收购公司已经多次根据中国市场的现实调整自身模式，因为曾在美国大获成功的公式换一个地方效果并不是特别好。 |
| For one thing, there is now a lot of money in the country. Having capital is no longer something unique or differentiating. As the example of Mr Tong shows, there are no barriers to entry on the mainland. In addition, there are virtually no control deals. It is hard to use masses of borrowed money. Aggressive restructuring and cost cutting is difficult. That means many of the deals involve minority stakes in companies that are either about to go public or have already done so. | 一方面，现在中国国内有大量资金。拥有资本已不再是某种独特或具有差异化的特征。正如 童小幪的例子所示，内陆私人股本业没有进入壁垒。此外，这里几乎没有取得控股权的交易。因为很难动用大量借贷资金。大规模重组和削减成本很难进行。这意味 着很多交易只涉及到即将或已经上市公司中的少数股权。 |
| However, there is still money to be made on such small stakes. Carlyle Group’s minority holding in China Pacific Insurance is likely to be among the most profitable deals any buy-out firm has done anywhere to date. Similarly, TPG, the US private equity firm, made billions on its stake in Shenzhen Development Bank. | 但是，这样的少数股权仍然能带来利润。凯雷集团(Carlyle Group)投资中国太平洋保险(China Pacific Insurance)少数股权的交易，很可能是迄今为止全球所有收购公司利润最丰厚的交易之一。同样，美国私人股本公司TPG投资深圳发展银行 (Shenzhen Development Bank)股份也获利达数十亿元。 |
| It is likely to make even more on its China Grand Auto deal, which gives it a stake in car dealerships all over China but effectively is also a property play, since the dealers sit on land that is increasing in value. Indeed, in 2010, TPG’s Asian funds performed far better than its flagship US funds. Its Asian funds were up between 40 per cent and 50 per cent for the year. | TPG入股广汇汽车(China Grand Auto)的交易可能会带来更多利润，TPG因此在覆盖全中国的汽车经销权中获得一份股份，但事实上这也是一场房地产博弈，因为广汇汽车所拥有的土地一直 在增值。事实上，2010年， TPG的亚洲基金远比它的旗舰产品美国基金表现更为出色。其亚洲基金当年资产增值幅度在40%至50%之间。 |
| But those kinds of returns are likely to fall in the future. “The gravy train of buy low and sell high is over,” says the head of Asia for one major private equity firm. “Perhaps the market opportunity is growing, but the money is growing faster.” | 但是，未来这种收益也有可能走低。“低买高卖轻松发财的时机已经结束了，”一家主要私人股权投资公司的亚洲主管说，“市场机会或许正在增多，但是进入市场的资金增速也在加快。” |
| Now, as the competition for deals becomes more intense, private equity firms are having to adapt again. One sign of that change is their willingness to raise local-currency funds in China in the hope that the country’s wealthy entrepreneurs will be the source of both funds and deal flow. | 现在，随着交易竞争日趋激烈，私人股本公司都不得不重新调适。这种变化的一个迹象是，它们愿意在中国成立人民币基金，希望中国资金雄厚的企业家可以为它们带来更多资金和交易。 |
| Many also hope that a template that was pioneered when Lenovo, the computer vendor, bought IBM’s computer business can be replicated on a bigger scale in the future. Lenovo turned to TPG and General Atlantic, another private equity firm, for help in running the US technology operation. That should be a natural role for the private equity firms to play, as they can serve as a bridge between two cultures. They can ease political and regulatory concerns, or advise on the practicality of the process as partners rather than paid advisers. | 许多公司还希望，电脑经销商联想(Lenovo)收购IBM个人电脑业务的先驱案例在 未来可以被更加广泛的复制。联想转向TPG和另一家私人股权公司General Atlantic，寻求运营美国技术部门的帮助。这应该是私人股本公司天生适合扮演的角色，因为它们可以成为沟通两种文化的桥梁。它们能够缓解政治和监管 担忧，或是以合伙人而不是付费顾问的身份对进程的可行性出谋划策。 |
| “The value-add is what the private equity firms know outside China,” says Joe Gallagher, head of mergers and acquisitions, Asia-Pacific, at Credit Suisse in Hong Kong. | “私人股权公司对中国以外地区的了解是其附加值，”瑞士信贷(Credit Suisse)驻香港亚太并购主管乔?加拉格尔(Joe Gallagher)说。 |
| But so far there have not been many such deals. When Haier, the white-goods maker based in Qingdao, was looking to bid for Maytag, the US appliances maker, it teamed up with Bain, the management consultancy, and Blackstone, the private equity group, for help in what was ultimately an unsuccessful bid. Blackstone is also helping China National BlueStar, a consumer company in which it has a stake, make overseas investments. | 但到目前为止，这种交易并未大量出现。总部设在青岛的白色家电制造商海尔竞购美国家电 制造商美泰克(Maytag)时，曾联手管理咨询公司贝恩(Bain)以及私人股本集团黑石(Blackstone)寻求帮助，但是最终收购未果。黑石集 团还在帮助一家消费者公司中国蓝星(China National Bluestar)进行海外投资。黑石持有该公司股权。 |
| As Chinese companies become more interested in making acquisitions in the developed markets of the west, the private equity firms can potentially do much to help. That is because one of the main fears of domestic companies, even the biggest state-owned enterprises, is about integrating differing cultures. Their lack of experience in the international arena represents an opportunity that does not exist in a market such as India, where executives have far more confidence about their ability to manage multinational companies. | 随着中国企业对在西方发达市场展开收购的兴趣愈发浓厚，私人股本公司的潜在作用也愈发 凸显。这是因为中国企业，乃至规模最大的国有企业最主要的担忧是如何整合不同的文化。他们在国际舞台上贫乏的经验意味着这里存在印度之类的市场所不能提供 的机会——在印度，高管们对自己管理跨国公司的能力更有信心。 |
| That is one of the principal reasons there have not been more deals, bankers say. Only where deals involve heavy engineering skills or natural resources do the Chinese have the confidence that they can manage the companies they acquire. | 银行家们表示，这是没有出现更多交易的主要原因之一。只有当交易涉及重型机械技术或天然资源时，中国人才对管理自己所收购的公司充满信心。 |
| Private equity can also help ease fears of overpaying, a fear that has paralysed many Chinese companies and kept them from closing on deals they desperately want – as was the case when Bank of China tried to buy Bank Internasional Indonesia several years ago. | 私人股本公司还可以帮助缓解收购方对出价过高的担忧，这一担忧曾使许多中国公司望而却步，最终退出他们渴望达成的交易——几年前中国银行(Bank of China)试图收购印尼国际银行(Bank Internasional Indonesia)就是一例。 |
| That reluctance to pay up also helps explain why many China bankers hate domestic deals. “The China advantage should be cheap financing, but because they drip-feed the price, that cheap financing doesn’t mean automatic success,” says the head of M&A at one large international firm. | 许多中国银行家之所以讨厌国内交易，还因为收购方不愿付清全部款项。“中国的优势应当是廉价融资，但是因为他们采取分期支付收购款的方式，所以廉价融资并不意味着最终一定会取得成功，”一家大型国际公司的并购主管说。 |
| There are many other reasons for frustration. Virtually everything in the country is government directed, so when deals come up, a key task for bankers is to figure out who will get Beijing’s blessing to bid. | 造成这一挫折感的还有其它许多原因。在中国，几乎一切行动都是在政府的指令下进行，因此当交易出现时，银行家的一个重要任务，就是找出谁将在竞标中得到中国政府的支持。 |
| One of Credit Suisse’s great success stories was in selling local Wing Lung Bank in Hong Kong to a Chinese bidder in the form of second-tier China Merchants Bank, despite the fact Beijing was backing Industrial and Commercial Bank of China, the largest of the country’s state-owned banks. But such upsets are rare. | 瑞士信贷(Credit Suisse)曾经大获成功的交易之一，就是将香港当地的永隆银行(Wing Lung Bank)出售给代表二线银行招商银行(CMB)的中国竞标方，尽管中国政府当时支持的是中国最大的国有银行——中国工商银行(ICBC)。但此类违逆中 国政府意愿的例子非常罕见。 |
| Meanwhile, there is another template that private equity firms hope does not get repeated. | 与此同时，还有一个典型案例私人股本公司也希望不要再度遭遇。 |
| Last month, China’s Wanhua Industrial Group gained full control of Borsodchem, a Hungarian chemicals manufacturer, for €1.2bn ($1.7bn). Wanhua first bought a stake in the distressed company by acquiring the debt at bargain prices after a poorly timed purchase of Borsodchem by London-based private equity firm Permira in 2006. Chinese companies love such bargains, but private equity firms are not rejoicing when the deals come at their expense. | 上个月，中国的万华实业集团(Wanhua Industrial Group)出资12亿欧元(合17亿美元)，全盘控股匈牙利化学品制造商博苏化学(Borsodchem)。万华首先以低廉的价格收购了博苏化学的债 务，以此方式入股这家困境中的公司。而此前，伦敦私人股本公司Permira则是选择2006年这个错误的时机收购的博苏化学。中国公司喜欢这样的便宜 货，但私人股本公司并不开心，因为它们在这类交易中吃了亏。 |
| Beneath the surface: a fishing trip to China | 水面之下：中国的钓鱼之旅 |
| In July 2010, Carlyle Group, a Washington-based private equity firm, put almost $200m into China Fishery Group, giving the buy-out firm a 13.6 per cent stake in the world’s largest fish processor. Except it obviously was not a buy-out at all. But then very little private equity activity in China actually involves true buy-outs. Doing deals in the country is not easy: valuations are high, and most entrepreneurs are still young and have little desire to sell their companies and retire. | 2010年7月，总部位于华盛顿的私人股本公司凯雷集团(Carlyle Group)向中渔集团(China Fishery Group)投资近2亿美元，此举令这家收购公司在世界最大的鱼类加工企业中获得13.6%的股份——只是这显然不是一宗收购交易。但话说回来，在中国， 私人股本活动实际上极少涉及到真正的收购交易。在中国做交易并不容易：估值很高，而且大多数企业家都还年轻，没什么兴趣卖掉自己的公司然后去过退休生活。 |
| Instead, international private equity groups such as Carlyle are reduced to taking minority stakes in companies that are private, about to go public or already listed. Indeed, as many as 70 per cent of all China-related listings and secondary offers involve private equity players, according to data from UBS, the Swiss bank. | 凯雷等国际私人股本集团退而求其次，转而对即将上市或已经上市的私营公司进行少数股权投资。事实上，根据瑞士银行(UBS)的数据，在所有与中国有关的上市和二次发行交易中，有私人股本公司参与的比例高达70%。 |
| That is not to say the upside cannot be as good as – or far better than – the true leveraged buy-out deals that these big investment firms with tens of billions of dollars under management undertake in the US. Indeed, in 2009, after China Pacific Insurance, the country’s third-largest insurer, went public in Hong Kong (one of the top 10 listings that year worldwide), Carlyle began to sell down its minority stake. That deal will probably prove to be one of the most profitable private equity transactions to date, and earned the Hong Kong-based Carlyle deal team hundreds of millions of dollars collectively. Thus are fortunes made in China. | 这并不是说，此类发行前交易的回报不可能赶得上或远远超过真正的杠杆收购交易——这些 管理着数百亿美元的大型投资公司，在美国进行的就是后一种交易。事实上，2009年，在中国第三大保险公司——中国太平洋保险(China Pacific Insurance)在香港上市后（当年全球前10大上市交易之一），凯雷便开始减持其在太保的少数股权。凯雷在太保的投资可能会是迄今最赚钱的私人股本 交易之一，它让香港的凯雷交易团队总计赚到了数亿美元。在中国赚大钱就得靠这种方式。 |
| Because China Fishery is already public, it will not prove as lucrative as Carlyle’s insurance deal. But because the fishery was founded by a Hong Kong entrepreneur and is listed in Singapore, happily the investment is not nearly as risky as deals in China itself. On the mainland, regulators are constantly changing the rules, and concerns about local protectionism and potential xenophobia are never far from the surface. | 因为中渔集团已经上市，所以它不会给凯雷带来类似太保交易那样的丰厚利润。但令人高兴 的是，由于中渔集团是由一位香港企业家创立的并在新加坡上市，因此凯雷这笔投资的风险将远不及中国内陆交易那样大。在中国内陆，监管部门一直在改变规则， 人们对地方保护主义和潜在仇外心理的担心从未真正消失过。 |
| Indeed, China Fishery was just what Patrick Siewert, managing director at Carlyle in Hong Kong, was looking for when he joined the group several years ago after running the Asia-Pacific region for Coca-Cola, the US beverages group. He wanted investments in companies that would be plays on the growth of domestic consumption in China, and believed food prices would rise as hundreds of millions of people in Asia became integrated into the world economy. | 事实上，中渔交易正是凯雷驻香港董事总经理施维德(Patrick Siewert)在他几年前加入凯雷时寻求的交易。在那之前，施维德曾是美国饮料集团可口可乐(Coca-Cola)亚太地区主管。他希望投资于那些将受 益于中国国内消费增长的公司，并认为随着数亿亚洲人融入世界经济，食品价格将逐步上涨。 |
| But, concerned with the reputational risks that are often an issue in the country, Mr Siewert wanted reassurance that the company’s practices were appropriate. (Carlyle had already ploughed money into a dairy company after careful due diligence to ensure there was no possibility of another melamine-in-the-milk scandal.) Moreover, he had heard that Ng Joo Siang, managing director of China Fishery, had been talking to UBS about a secondary listing in Oslo (Norwegians understand fish), suggesting the company was looking for additional funds. | 但是，出于对中国经常出现的企业声誉风险的担心，施维德希望确保所投资公司的行为是适 当的。（凯雷已对一家乳品公司进行了投资，投资前它进行了仔细的尽职调查，确保不会再次出现牛奶中添加有三聚氰胺的丑闻。）此外，他已经听说中渔集团董事 总经理黄裕翔(Ng Joo Siang)一直在与瑞银接触，商谈在奥斯陆二次上市事宜（挪威人了解渔业），这意味着该公司正在寻求更多的资金。 |
| Mr Ng, meanwhile, wanted to expand and upgrade. He had arrived in Hong Kong in 1992, a “negative millionaire”, he recalls, fleeing creditors from the family business in Singapore. In Hong Kong, he began processing and selling fish. While his competitors were selling to Japan, he ranged further afield to Europe and Russia where the competition was less intense. | 同时，黄裕翔还希望业务进一步扩大和升级。他回忆说，1992年，为了躲避新加坡家族企业的债权人，他作为一个“负百万富翁”到了香港。在香港，他开始加工和销售鱼产品。当他的竞争对手将产品销往日本时，他已将市场延伸到更远的欧洲和俄罗斯，那里的竞争相对不那么激烈。 |
| Today the company’s sales total HK$11bn ($1.4bn), Carlyle has helped it comply with best environmental compliance, and the business has operations from China to Chile. | 如今，中渔集团的销售总额已达110亿港元（合14亿美元）。在凯雷的帮助下，该公司严格遵守环境法规，业务遍及从中国到智利的广大市场。 |
| Private equity can also help ease fears of overpaying, a fear that has paralysed many Chinese companies and kept them from closing on deals they desperately want – as was the case when Bank of China tried to buy Bank Internasional Indonesia several years ago. | 译者/功文 |
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