当前，中国私募股权（PE）行业面临地缘政治紧张、国内 IPO 市场遇冷、LP "国资化" 等多重变革，"退出难" 问题凸显，形成数万亿元规模的 "退出堰塞 湖"，私募股权二级市场（S 市场）的战略价值愈发重要。 S 市场是私募股权投资权益的 "二手" 交易市场，核心交易类型包括 LP 主导型与 GP 主导型，具有提供流动性、缓解 J 曲线效应、即时分散化、折价买入、 降低盲池风险等核心优势。其发展需求主要源于中美贸易博弈收紧跨境退出路径，国内 IPO 市场放缓加剧退出压力，叠加国有 LP 主导市场后产生的流动性 与战略调整需求。国有 LP 在新募人民币基金中占比超 70%-80%，虽为市场注入稳定资金，但也面临监管合规、估值定价等转让挑战。 中国 S 市场正快速增长但规模仍较小，2023 年交易额约 700 亿元人民币，与全球千亿美元级市场差距显著。市场呈现 LP 主导交易占主流、人民币基金份额 为主要标的、定价折扣大、区域性特征明显等特点，北京、上海等多地股权交易中心已开展试点。同时，市场面临估值定价困难、信息不对称、缺乏标准化 流程、国有资产转让合规复杂、参与者专业性不足等多重挑战。与欧美成熟市场相比，中 ...

Group 1 - The 15th 21st Century Innovation Capital Annual Conference was held in Guangzhou, focusing on the evolution of strategies in mergers and acquisitions, S transactions, and securities investments [1] - Wang Hong, founder and chairman of Yinuo Zhiyuan, emphasized that the core of S investment lies not in the size of the discount but in the quality of the underlying assets and that the RMB S market is moving towards a phase of professional deep division of labor [3] - Yinuo Zhiyuan has invested in over 20 well-known domestic and foreign private equity funds, covering secondary market investments and direct equity investments in sectors like artificial intelligence, high-end manufacturing, new energy, and health care [3] Group 2 - The S investment strategy of Yinuo Zhiyuan focuses on three main aspects: prioritizing the quality of underlying assets over discounts, balancing IRR and DPI, and concentrating investments in specific industries [4] - The company believes that as the exit environment for equity investments improves, the trading activity in the S market will naturally increase [4] - The RMB S market is experiencing structural changes, with state-owned enterprises accelerating their entry and a unique S fund ecosystem forming in China, driven by various factors including the demand for uncalled capital transfers [4][5] Group 3 - The book "Interpreting S Funds," co-authored by Wang Hong, highlights that China's economy is undergoing transformation and that the private equity investment market is entering a phase of steady and high-quality development [5] - The private equity secondary market is seen as a new opportunity for significant development, receiving high attention from the state [6] - The role of the private equity secondary market in value discovery and liquidity realization is becoming increasingly important, with S funds being key participants in this market [6]

面对行业困局，张洋认为，必须构建以S基金为核心的二手份额交易市场。他认为，"交易创造价值"， 流动性的意义在于为资产提供定价和退出的可能性。 ● 本报记者 王宇露 12月6日，由中国证券报主办的"双创融合 智启新程——2025科创投资大会"在安徽合肥举行。盛世投资 CEO张洋在主题为"做好耐心资本，S基金陪伴创新企业穿越周期"的演讲中表示，当前行业呼吁耐心资 本的背后，实质是受制于退出渠道不畅而形成的资本堰塞湖。他提出，破解投早、投小困局的关键，在 于大力发展私募股权二级市场（S基金），为投资机构提供可预期的流动性，从而构建敢于投资、有序 退出、良性循环的健康生态。 聚焦二手份额交易市场 张洋以数据举例，"十四五"期间，我国GDP、货币发行量、资产管理行业规模均实现了显著增长，但私 募股权创投行业的管理规模增长却不尽如人意。他认为，问题的核心在于重募投、轻管退的行业惯性。 张洋表示，退出渠道的单一与拥堵，在现实中形成了巨大的堰塞湖，导致资本在前端投资时变得异常谨 慎，甚至出现"投资债权化"等现象。这正是耐心资本难以形成的根本原因——没有确定的退出预期，资 本就无法真正长期、耐心地陪伴企业成长。 不过，张洋坦言 ...

Core Insights - The report indicates a significant increase in the trading activity of China's private equity secondary market starting from the second half of 2024, with a continuous growth trend expected over the next two years [1] - By the third quarter of 2025, the total trading volume in China's private equity secondary market is projected to reach approximately 92.3 billion RMB, marking a 182% year-on-year increase compared to 32.7 billion RMB in the same period of 2024 [1] - The number of total transactions in the first three quarters of 2025 is expected to be 867, which is a 234% increase from 259 transactions in the same period of 2024 [1] Market Dynamics - The report highlights that all types of sellers have achieved year-on-year growth in both trading volume and transaction numbers, indicating a robust market environment [1] - The participation of government funds and financial institutions as buyers has notably increased, attributed to a deeper understanding of S transactions by local governments, insurance funds, asset management companies (AMCs), trusts, and alternative subsidiaries of brokerages [1] Buyer Preferences - The funding sources for S buyers show a high proportion of state-owned assets, insurance, and high-net-worth family offices, with a noticeable increase in fiscal contributions compared to the previous year [2] - High-net-worth family offices and corporate venture capital (CVC) investors tend to prefer smaller-scale private enterprises, while among financial institutions, insurance funds remain the most significant players, favoring large-scale institutions with team equity participation [2]

Core Insights - The 2025 China Private Equity Secondary Market Summit highlighted the evolution of the S fund market, emphasizing its growth and the supportive policy environment for S funds in 2025 [1][2] Group 1: Market Overview - In 2024, the domestic S fund market recorded 395 transactions with a total transaction volume of 107.8 billion, marking a 46% increase from 2023 [2] - The first half of 2025 saw a further increase in transactions, with 542 deals and a transaction volume of approximately 78.4 billion, indicating a potential record high for the year [2] Group 2: Transaction Dynamics - There has been a notable increase in GP-led continuation transactions, with 23 transactions and a volume of 3.112 billion in the first half of 2025, surpassing the total for 2024 [2] - The market is witnessing a shift towards single-project continuation transactions in 2025, contrasting with the multi-project transactions of 2024 [2] Group 3: Sector Preferences - The semiconductor, big data, and intelligent manufacturing sectors dominate the underlying projects in S transactions, reflecting buyer preferences for assets aligned with national strategic directions [2] - The active engagement in cutting-edge technology sectors such as innovative drugs, biotechnology, artificial intelligence, and robotics indicates the role of S transactions in facilitating exits while supporting investment layouts [2] Group 4: Investment Opportunities - The market for S funds is seen as entering a critical opportunity phase, driven by the influx of RMB funds and increasing demands from LPs for higher DPI [2] - S funds are positioned as an attractive investment option in the current volatile market, offering the potential for quality asset acquisition at discounts, particularly for Pre-IPO assets [2]

Core Viewpoint - Goldman Sachs has announced an agreement to acquire Industry Ventures for a maximum price of $965 million, expected to be completed in Q1 2026, enhancing its investment capabilities in the venture capital space [2][5]. Group 1: Acquisition Details - The acquisition involves Goldman Sachs purchasing 100% of Industry Ventures, requiring a payment of $665 million in cash and equity, along with a potential performance-based payment of up to $300 million by 2030 [5]. - Industry Ventures, founded in 2000, manages over $7 billion and has made more than 1,000 investments across various stages of venture capital [2][5]. - Following the acquisition, all 45 employees of Industry Ventures will join Goldman Sachs' Asset Management division, with the founder Hans Swildens becoming a partner [5][6]. Group 2: Historical Context and Collaboration - Goldman Sachs has a collaboration history of over 20 years with Industry Ventures, having been a limited partner (LP) in its funds and promoting its investment strategies to clients for the past decade [3][7]. - The acquisition is seen as a strategic move to combine Goldman Sachs' global resources with Industry Ventures' expertise in venture capital, particularly in the context of evolving market demands driven by technology and AI [6][7]. Group 3: Industry Trends - The acquisition reflects a broader trend in the venture capital and private equity sectors, where firms are increasingly being acquired, as seen with other recent transactions in the industry [8][10]. - The global private equity and venture capital market, valued at $6 trillion, is experiencing consolidation, with a focus on creating larger, more competitive platforms [10].

Group 1 - The "Qixin·Mouyuan - China Private Equity Secondary Market Summit 2025" will be held in Beijing on October 21, 2025, co-hosted by various organizations including the Beijing Equity Exchange and the Fund of Funds Research Center [1] - The summit will feature the release of the "China Private Equity Secondary Market White Paper 2025" and the announcement of the "Best Private Equity Secondary Market Trading Investment Institutions" list [1][4] - Key participants will include government LPs, domestic S fund investors, well-known GPs, AMCs, insurance capital, and securities firms, who will review the development of China's secondary market and discuss its future direction [1][4] Group 2 - The event will include a series of presentations and discussions, such as a keynote speech on state-owned enterprise S investment and GP proactive exit strategies [6] - There will be a "Super Dialogue" session focusing on the next steps for S investment, including restructuring and continuity [6] - The agenda includes a signing-in period, opening remarks, and various thematic discussions led by industry experts [4][6]

Core Viewpoint - The cross-border transactions of S funds are gaining momentum, with state-owned assets becoming significant participants, but face unprecedented challenges due to regulatory and tax issues [3][10][29]. Group 1: Cross-Border Transactions - The first major cross-border S fund transaction led by foreign capital occurred in February 2025, involving a 229 million yuan deal [3]. - State-owned assets have increased their participation in S fund transactions, rising from 6.9% in 2020 to approximately 20% in 2022, 2023, and 2024 [3]. - Over 1 trillion yuan in assets are awaiting exit in the next 2 to 3 years, with nearly 200 billion yuan facing exit pressure in 2024, 30% of which involves cross-border transactions [3]. Group 2: Regulatory Challenges - Cross-border S fund transactions face significant hurdles, including foreign exchange approvals, tax burdens, legal compatibility, and information barriers [4][5][10]. - Each cross-border fund transaction requires individual foreign exchange applications, leading to long approval cycles and uncertainty [7][8]. - Recent policy changes from the State Administration of Foreign Exchange aim to simplify cross-border investment processes, benefiting state-owned S funds indirectly [10][11]. Group 3: Taxation Issues - Cross-border S fund transactions encounter double taxation, with domestic and foreign taxes exceeding 40%, leading to transaction failures [12][13]. - The complexity of tax regulations across different jurisdictions increases transaction costs and legal risks, discouraging potential deals [16][17]. - Recent initiatives to optimize the tax environment have been introduced, but specific guidance for cross-border S fund transactions remains insufficient [19]. Group 4: Legal and Information Barriers - Legal compatibility issues are a major constraint, with cross-border transactions requiring extensive legal due diligence, often 3 to 5 times more costly than domestic transactions [22][24]. - Information asymmetry poses challenges, as foreign entities may only provide limited financial data, complicating valuation and negotiations [20][21]. - Different legal systems create complexities in fund share ownership recognition, increasing transaction costs and duration [22][23]. Group 5: Market Outlook and Innovations - The Hainan Free Trade Port is attempting to enhance cross-border transaction facilitation, with significant capital flows already recorded [25][26]. - Shanghai's QFLP pilot program allows foreign investors to convert capital for S fund transactions, marking progress in cross-border engagement [27]. - Despite challenges, the market shows promise, with a 150% increase in cross-border S fund transaction volume in 2024 compared to 2023 [28].

Core Insights - The insurance capital is increasingly favoring S funds due to their alignment with long-term investment strategies and the need for stable returns in a low-interest-rate environment [1][2] - The investment scale of S funds in China reached 33.5 billion yuan in the first half of 2025, a significant increase of 95.9% compared to 17.1 billion yuan in the same period of 2024, indicating a growing market interest [1] Group 1: Reasons for Insurance Capital's Preference for S Funds - S funds match the long duration of insurance liabilities, effectively mitigating duration mismatch risks [2][3] - They provide stable, cross-cycle returns by holding non-liquid assets, which is appealing for insurance capital seeking sustainable long-term returns [2] - S funds enhance portfolio diversification and volatility resistance, serving as an alternative asset allocation path [2][3] Group 2: Characteristics of S Funds - S funds invest in funds with clear underlying assets, avoiding the "blind pool risk" associated with traditional private equity funds, thus enhancing safety [3] - The underlying project information is relatively complete, facilitating due diligence and compliance with regulatory requirements [3] - Many existing funds are in the exit phase, providing clear cash return schedules that align with insurance capital's liability needs [3] Group 3: Selection Criteria for S Funds - Insurance capital focuses on asset quality and GP (General Partner) capabilities when selecting S funds [4] - Evaluation criteria include management capabilities, exit success rates, and post-investment management efficiency [5] - Preference is given to projects with clear exit paths, such as IPOs or acquisitions, and those with established revenue and profit [4][5] Group 4: Challenges in S Fund Investment - Valuation difficulties arise due to the diverse nature of underlying assets and information asymmetry between buyers and sellers [6][7] - Conducting thorough due diligence is complicated by the opacity of some underlying projects and potential restrictions in sensitive industries [6] - The complexity of multi-layered structures and the subjective nature of valuations pose additional challenges [6][7] Group 5: Recommendations for Market Improvement - Establishing long-term assessment mechanisms is suggested to align with the nature of S funds as mid-to-long-term equity investment tools [7] - Maintaining policy continuity and developing a robust equity share trading market are recommended to enhance the S fund investment environment [7] Group 6: Future Trends for S Funds - An increase in structured transactions is anticipated, with debt-like structures seeking high certainty and equity-like structures targeting high growth potential [8] - The rise of active management strategies is expected, as buyers with pricing and project selection capabilities will take a more proactive approach [8] - M&A exits are projected to become a significant option, shifting from the traditional reliance on IPOs, necessitating GPs to have M&A experience and resources [8]

Group 1 - The Chinese private equity secondary market (S market) is experiencing unprecedented growth, with RMB fund transaction volume reaching a record 77.3 billion yuan in the first half of 2025, a nearly 90% year-on-year increase [1] - A peculiar trading model known as "continuation funds" is becoming the main driving force behind this market, where fund managers sell star assets from old funds to newly established funds, often at prices 40-50% below their net asset value (NAV) [1][7] - The market is facing significant challenges, including a massive exit barrier and geopolitical risks leading to capital withdrawal, which has created a collective anxiety within the industry [1][6] Group 2 - The Chinese private equity market is encountering a "Great Wall of Exit," with only 100 companies successfully listed on the A-share IPO market in 2024, the lowest in a decade, and a total fundraising amount of 67.35 billion yuan, down 81% year-on-year [2] - The tightening of exit channels is exacerbated by the new regulations increasing profit thresholds for IPOs, leading to a significant backlog of projects that were expected to exit within 3-5 years but are now delayed [2][6] Group 3 - Globally, the private equity market is under severe pressure, with over $3 trillion in unexited assets, four times the amount from a decade ago, and a significant decline in cash returns to investors [3] - Major Canadian pension funds have announced a withdrawal from the Chinese private equity market, with CDPQ planning to sell a $2 billion portfolio of Chinese assets [3][4] Group 4 - Geopolitical factors have led many dollar funds to relocate their offices to Singapore or Hong Kong, shifting their focus from investing in China to investing in Asia [4] - The traditional investment chain of "dollar fundraising - VIE investment - US stock listing" has been disrupted, complicating the investment landscape for dollar funds in China [4] Group 5 - In the first half of 2025, RMB fund secondary transactions reached 77.3 billion yuan, with domestic general partners (GPs) accounting for 42% of the transaction volume, a 21 percentage point increase from 2022 [5] - RMB funds are becoming the most active players in the market, primarily supported by state-owned enterprises and government-guided funds, focusing on strategic industries like semiconductors and new energy vehicles [5] Group 6 - The dual pressures of the "Great Wall of Exit" and the "Dollar Retreat" are reshaping the Chinese private equity market, forcing the industry to seek new survival strategies through continuation funds and secondary transactions [6][14] - The continuation fund model allows GPs to sell assets from one fund to another, providing liquidity for private equity funds in need of cash [7][10] Group 7 - Many dollar funds are currently focused on liquidity recovery rather than new investments, leading to significant discounts on Chinese private equity assets, with quality assets being sold at 40-50% below NAV [8] - The supply-demand imbalance is distorting prices, with sellers eager to cash out and buyers demanding substantial discounts as risk compensation [8][9] Group 8 - The lack of regulatory oversight in China creates a trust crisis, as GPs can operate with minimal accountability, leading to potential conflicts of interest in continuation fund transactions [10][11] - The valuation system is fragmented, with different LPs applying varying valuation metrics, complicating the pricing and transparency of transactions [11][12] Group 9 - The Chinese private equity market is at a crossroads, with the number of transactions over $1 billion declining significantly, indicating a challenging environment for large exits [12][14] - If continuation funds can establish transparent rules, they may play a crucial role in revitalizing the $3 trillion of unexited assets in the market [13][14]