PE investment caught in deadlock and changed to wear vest transiting Trust Company

Wen/Huangjue Investment Enterprise equity is difficult to break through the IPO dilemma, has been the heart of trust investment.　　However, with the gradual surface of a new investment model, trust equity investment seems to be expected to "kill" a fresh "retreat", thus emitting a hint of the flavor of the road. At the end of September this year, Tianjin Teda Development Zone set up 4 equity Investment Partnership Enterprises in one day.　　3 of them are held by Citic Trust in Shanghai Hua Yue Investment set up, respectively, for Bodao Equity Investment Partnership, China-Chen Good Equity Investment Partnership, Imperial Road Yuan-Cheng Equity Investment Partnership; the other is established by the XI ' an international trust and the Jiangxi Poyang Lake Industrial Investment Management Co., Ltd.　　Trust PE IPO deadlock springing up in general the partnership, let the industry could not help but speculate, the move is mainly to avoid policy risk, aimed at "curve" way to achieve the trust PE IPO. In the past, to the relevant enterprises to invest in equity, generally take the trust program as the investment subject model.　　Under this model, a trust Company may act as the dual role of the issuer and manager of the Trust scheme and be responsible solely for the operation of the investment of the Trust fund, or only as the issuer, and the management of the Trust fund to the Investment Management Adviser (VC/PE investment Institution) for which it is employed. However, due to the natural fatal defects of the past pattern, the IPO exit channel of the Trust plan has been the flower of the moon and the water in the mirror. According to the operation guideline of private equity investment trust of Trust Company, the Equity investment trust scheme can be withdrawn by means of listing of shares, transfer of agreements, repurchase of investment enterprises and equity distribution.　　However, the research center of Qing Ke pointed out that many investors behind the trust plan do not meet the requirements of the SFC on the number of shareholders and information disclosure before the company is listed, and the lack of legal qualification can not be used as the initiator shareholder of the listed enterprises, which causes the institutional obstacles to the IPO of the equity investment From the point of view of the investment enterprise, this problem may affect the listing process of the enterprise, and the Trust fund will be shut out when considering accepting investment.　　Chingko that, in order to avoid this policy taboo, the trust companies to participate in the establishment of a limited partnership or corporate equity investment funds, the Fund as a legal entity to participate in unlisted companies equity investment. Qing Xu, who is now working for a well-known trust company in China, said that the trust PE participation in the listed companies is difficult, because if there is a trust plan, "the company will carry out the trust before the repaying, otherwise the SFC will not accept." Li Jiaoshen, senior researcher at Noah's wealth Management center, said that although the CBRC encouraged trust companies to engage in PE investment, the trust PE has not yet been successful in the IPO exit. Prior to the relevant departments did not release the trust-owned enterprises IPO applications, there are divergent reasons, there is said that the trust shareholding breakthrough in the "Company law" to limit the number of shareholders; there are also said that trust companies as trustees to the beneficiaries of the relevant circumstances of confidentiality, violate the transparent information of the capital marketDisclosure principles and so on.　　Owing to the inability to realize the IPO withdrawal, the trust funds of the joint-stock enterprises have to opt for postponement, repurchase and transfer.　　Breaking ice is expected? Unlike the previous trust PE model, the newly established four companies have adopted a new mode of operation, that is, the Trust Company establishes a fiduciary scheme and then, as a limited partner (LP) or shareholder, injects the collected trust funds into the Equity investment Fund (limited partnership or company system) as a capital contribution.　　Plus VC/PE funding and management, so as to achieve equity participation in unlisted companies or investment in the two-tier market. In the governance structure, "VC/PE investment agency as a general partner, will also subscribe to not less than 1% of the Equity investment Fund share, and responsible for equity investment fund investment, management and related operations."　　"The research center of the Qing branch of the analysis Master Zhe said that the trust PE as LP does not participate in the management of the partnership business." The biggest difference between the new model and the former is the role conversion of the Trust +LP (limited partners). A trust industry told our correspondent, the past trust system PE is directly invested in the enterprise equity, but because it can not be listed and difficult to achieve the expected high return, it is Eugene. And the four companies have merged the Trust System and limited partnership system with the trust +LP model, a number of investors behind the integration into equity investment funds this one, but also from the forefront of PE to pull down, stealth for the behind the dancers, which may rip open the IPO gap,　　means that the trust company in the future in the PE field more flexible "access." In fact, this new model is not present at home. According to Fu, established in 2009 by the bank's establishment of the bank's health Care Equity Investment fund, that is taken by the trust program and other investors jointly launched the establishment of the company's Equity investment fund, by the bank's International Health Care Investment Management Co., Ltd. is responsible for management. This is the company's first attempt to introduce trust funds, as of this year in November, the fund has no investment projects to achieve the IPO exit. According to the Chingko Research Center, the current Bank of the Fund's funds to manage the amount of capital of 6.5 billion yuan.　　In its Management fund, Bank of China's own funds accounted for about 2%, the rest of the proceeds to the investors. "As far as I know, there has been a trust company that has implemented the IPO in 2007."　　"Qing Xu said. Trust PE Hand Limited Partnership system, and the previous mode of another difference is that the cost has increased. Investors will spend more on management fees. For investors, the Trust company will charge a fiduciary management fee, which is about the 2~2.5% of the current fund, and the GP of some limited partnership companies will charge the 2%~3% management fee separately.　　At the same time, the investment project manager of the Trust PE will draw a certain Commission according to the performance compensation. But industry researchers say the double payment is better than double taxation as long as ROE (equity yields) are above 4% in real business. For the successful operation of PE, more than 4% of ROE is not a problem.　　These costs are only a trifle, compared with the return on investment of nearly 10 times times, or even dozens of times times, after the IPO. The SFC's mind is hard to guess but in the interview, the reporter found that the new model is not the trust industry generally bullish "sweet cakes." "This model looks very simple, theoretically as long as the trust companies can do so, trust PE once hot, but the actual use of PE+LP this model for Pre-ipo investment trust is only a handful, about 3, 4." Qing Xu told reporters that if there is not a strong project, channel and other resources advantages, only the establishment of limited partnership, trust PE is difficult to successfully realize equity investment. Private equity investment is a very complex system project, the professional ability of the trust team is very high, "the current domestic capacity to engage in unlisted corporate equity investment in the number of companies is very limited." "The main purpose of some partnerships is to invest in level two and one-tier markets." In the aspect of portfolio investment, when the Trust project participates in the high return investment such as the directional issue, it is forced to dance in shackles because of the strict restriction of the law, so the common practice in the industry is to set up a company or enterprise to invest separately to avoid the risk.　　"This is not uncommon in the industry." A few people hold similar views. The head of another trust company said there were no pilots to engage in private equity trusts in the form of LP, mainly due to legal and policy hurdles. "Before the enterprise IPO often need to carry on the liquidation of the stock rights, the current SFC to the Trust PE IPO release attitude is not clear, so in the short term will not become a trust company's mainstream business."　　"In addition, the Trust Company's PE program and LP grafting, how with the" Company Law ", limited partnership system and PE investment rules organically linked to achieve localization, the industry is also in the further exploration. The difficulties are more than that. Banks ' investment banking products, brokerage firms and PE investments of insurance companies all have direct competition with the trust schemes of trust companies, how to obtain the trust of investors and improve the yield of trust schemes are the problems that trust companies must face. "That's why trusts don't want to face the media," he said.　　"Qing Xu thinks. But there are also trusts that the trust PE+LP should not affect the IPO unless the SFC has a tight track on equity relations. "Such concerns are not necessary at the moment. Shengcheng, director of the Trust and Fund Research Institute of Renmin University of China, said that the current domestic PE investment exit channel is relatively single, objectively restricting the development of the Equity investment trust business. But trust companies can also increase innovation and consider an alternative approach to exit arrangements. Although the IPO is a higher premium for exit, it is not the only target. "Trust companies may consider flexible arrangements for exit mechanisms, such as transfer of agreements, strategic reorganization and equity repurchase, such as the Trust plan to hold LP partnership shares for High-quality Equity transfer, which is a good choice." ”