PE investment in the city firm direct investment without door transfer

Chen Zhi Shanghai Report "in the end did not cast."　　"A PE investment organization head a face regret."　　In the last round of the Urumqi bank's billions of yuan increase in shares, the limited Partnership PE fund was expected to become one of the bank's new shareholders. "Besides price, the biggest investment difficulty is the compliance of participating City firms." "He reluctantly said," So far, there seems to be no limited Partnership PE fund directly as a city firm shareholder success stories.　　Thus, the "holding" path quietly opened.　　The unspoken rules of "holding" all coincidence?　　As the fifth largest shareholder of Shanghai Rural Commercial Bank, Shenzhen Lenovo Science and Technology Park Co., Ltd. has nominated the managing director of Bing Capital as the director of the bank, which inevitably allows the market to speculate on the possibility of "holding". According to Hong Yi Investment official website, in September 2010, Hong Yi Investment officially invested in the Shanghai agricultural firm, and in December the same year, the regulatory authorities to the shareholder qualification approval.　　However, in the list of the top ten shareholders of the Shanghai agricultural firm and the list of the recent increase in shares, Hong-yi investment is not in the column.　　Coincidentally, almost at the same time, in the Shanghai agricultural firm in 2010, Shenzhen Lenovo Science and Technology Park Co., Ltd. achieved 286.6 million shares, accounting for 5.73%. "If in the name of PE fund directly become a city firm shareholders, supervision and approval will encounter great resistance." "The director of the PE agency said that, although the CBRC did not allow PE funds to become directly shareholders of the city, but in the actual approval link, the CBRC will still refer to the company's financial requirements of participating banks, that is, the last 3 consecutive years of continuous profit; The management team has the experience of financial investment　　And the past 2-3 fiscal years the company's equity investment balance does not exceed a certain proportion of the company's net assets.　　For PE funds, the recent 3 consecutive fiscal years, the hard financial requirements of continuous profit, precisely they are directly as the city's largest shareholder side of the biggest "soft rib." "In the 7-10-year period of the PE fund, the first 2-3 years belong to the fund investment period, it is very difficult to achieve profitability, and as most investment projects exit the current, PE fund real profit outbreak is the last 2-3 years of existence." "The director of a PE agency said CBRC" the last 3 consecutive years of continuous profit "financial requirements, the basic has been in the investment period of PE funds all in the stake in the city firm outside the door," PE decided to invest in a city firm, through the associated company on behalf of the bank part of the stake, is also helpless. "　　"In his view, the so-called" holding institutions ", is usually the PE fund parent group affiliated enterprises, or PE fund with limited partner funds launched by the" shell company ", after all, both belong to a body, to help the project investment income of the internal transfer.　　Similar "surrogacy" seems to be quite common. At the beginning of last year, when Lenovo became a single major shareholder of Hankou Bank, the market once rumored that the real investor was investment by Hong Yi.　But Hong-Yi's investment response said that Hony, chairman of Hong Yi Capital, as a senior manager of Lenovo Investment Holdings, could participate in the investment decision.　"However, in the two phase of the Hong Yi Yuan Fund fund-raising process, the Social Security fund requires the Hankou bank to be included in the due diligence scope, does not exclude the Social Security Fund with the Hong Yi phase of the renminbi fund to participate in Hankou Bank, and Lenovo Holdings is the holding agency."　　A person familiar with the matter told reporters.　　The reporter learned that this year, Hong-Yi Investment two Yuan fund through the property exchange by the bank of Chengdu about 3% Equity, the investor also turned into "Chengdu Hong Su Investment", the latter was established in September 2000, the registered capital of 627,253,581 yuan, but the legal representative is Hong Yi Investment managing director Chu Zhengwei.　　In the case of the director of PE, PE fund chose the other major factor of "holding", it is the relevant departments to the limited partnership of PE fund identity defined there are different voices.　　Because the limited Partnership PE fund is an illegal man-made fund, whether it can be transferred by the Bank of some state-owned corporate shares, at the legal level, there are still difficulties and regulatory gaps in the operation and approval. "We were told that in order for the approval to go smoothly, the banks would be more inclined to have an equity stake in a corporate institution." "It also makes most limited partnership funds retreat," said the head of the PE investment agency, which is interested in participating in the increase in the capital of Urumqi bank.　　"Similar cases are not uncommon. During the previous round of capital increase and expansion, Chengdu Bank A number of foreign-funded limited partnership PE funds and the Bohai Industrial investment funds are interested in investment, the former even more generous than the latter investment conditions and prices, but ultimately because of the illegal identity of the fund is difficult to define, as well as foreign PE complex approval process, the former have to opt out,　　Finally, only Bohai Industrial Investment fund successfully subscribed to 160 million shares of Chengdu Bank.　　However, Chengdu Bank 2010 reported that the Bohai Industrial Investment Fund Management Co., Ltd. as the Bohai Industrial Investment Fund "on behalf of the holder", the shareholding of Chengdu Bank 240 million stake (including last year from Chengdu Fu-Sheng Investment Co., Ltd., the 80 million shares). "The fund management company is a legal person organization, from the approval process will be relatively smooth." Said the director of PE body. However, this luck did not once again favor Bohai Industrial Investment fund.　　Last year they originally intended to participate in the Tianjin bank to increase capital shares, but because PE participating banks many operational problems and once stranded.　　"Holding" double-edged sword however, the PE fund through the affiliated company "on behalf of" The City firm Equity, is not a "smooth road." "We had previously considered injecting the PE fund into a affiliated company, or signing a loan agreement that would allow the latter to raise funds to buy bank equity and ensure that the investment proceeds of the project are vested in the PE fund by way of agreement control." "A person interested in participating in the city to increase capital shares of the PE agency, said but the above operation is expensive, if the model" on behalf of ", once the affiliated companies to return investment dividends in the form of payment of investment income, the first to pay the relevant income tax, even in the form of debt service to lock the" return on investment ", The Fund also needs to compensate for the increase of the debt ratio of the affiliated companies, thus reducing the participationThe expected return on the stock city firm. "Some fund contributors (LP) also expressed their understanding of the representative." "He has explained to several fund contributors that the limited Partnership PE fund directly becomes the city firm's shareholder's policy restriction," but the investor still feels that the trading structure is complicated and the funds are not safe. "The reporter learned that the individual PE funds to take into account the investment city firm's" compliance "and capital security, consider the launch of a special investment in the city firm equity corporate funds.　　But correspondingly, LP has to bear a higher tax burden: The limited Partnership LP usually bears only 20% of the tax burden, and the corporate fund pays 25% income tax. "Usually fund managers will advance and LP communication, clear PE fund investment city firm's trading structure and potential additional cost expenses, obtain LP agree to decide whether to invest in city firm Equity."　　The director of the PE agency said.　　However, it is more like a "double-edged sword" that moves in a regulatory gray area. "Individual city business behavior as soon as possible to meet the IPO eligibility, may be the first part of more than 500,000 shares of the bank's internal staff holding shares, first transferred to the PE fund on behalf of the PE fund, through the affiliated companies to hold the above-mentioned bank equity, to circumvent the IPO review."　　"said an analyst at a brokerage investment banking department. In accordance with the regulations issued last September on regulating the shareholding of employees within financial enterprises, a financial enterprise, such as a city firm, which is formed by the original cooperative financial organization and which is owned by an internal employee, shall not exceed 10% of the total share capital after the public offering of new shares, and a single employee shall not exceed 1% of the total capital stock.　　Or 500,000 shares (determined by the lowest principle), otherwise the public offering of new shares will not be approved. "One of the biggest benefits of this is that the limited Partnership PE fund can avoid being reviewed by the open package." He further disclosed that when the enterprise submitted the IPO information meeting, the enterprise needs to the Company Limited Partnership fund to be opened the package to restore, will the fund all investor's status and the quantity truthfully to the Audit Committee public.　　In the absence of affiliated companies, some employees with more than 500,000 shares of bank shares will have nowhere to hide. In his view, individual PE funds to set up a corporate fund on behalf of holding a city firm equity, but also to evade the IPO review considerations. After all, the company has always been identified as a single legal entity when applying for an IPO, without examining the status of the investor. "There are certain regulatory gaps. "he said. Share to: