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]

Core Insights - The article discusses the evolution of the secondary market for overseas private equity, highlighting the significant recovery in 2024 with S transactions exceeding $162 billion, driven by a dual-track trading pattern led by LPs and GPs [1] - The emergence of continuation funds as a mainstream model for GP-led transactions, achieving a historical peak of $70 billion in transaction volume, is reshaping the exit ecosystem [1][2] - The article emphasizes the structural advantages of continuation funds, which cater to existing LPs' exit and reinvestment needs while attracting new LPs with high transparency and short recovery periods [2] Development and Characteristics of Continuation Funds - Continuation funds are increasingly prevalent in overseas markets, providing GPs with extended management periods and enhancing excess returns [2] - In the past five years, continuation funds have gained market share as a supplement to traditional exit methods, with 2024's total continuation transactions surpassing $70 billion, a 17% increase from 2021 [2] - The share of private equity exits via continuation funds rose from 10% in 2022 to 14% in 2024, indicating significant growth compared to previous years [2] Management Perspective - In 2024, 65% of continuation exit transactions were the first attempts by fund managers to establish continuation funds [3] - North America dominates continuation transactions with a 61% market share, while Europe follows with a 36% share, reflecting a 50% year-on-year growth in Europe [3] - The top five industries for continuation fund deployment in 2024 include technology, healthcare, business services, industrials, and consumer goods [3] Operational Mechanisms of Continuation Funds - Continuation funds face challenges in due diligence, pricing, negotiation, and funding pressures, which can complicate domestic practices [6] - The article suggests that lessons from overseas markets can help address these challenges through improved terms and LP protection measures [6] Terms Arrangement of Continuation Funds - Overseas markets have established certain transaction practices for continuation funds, including GP commitment ratios exceeding 5% in over 90% of cases [7] - Multi-asset continuation funds tend to have higher average management fees to cover complex management needs, incentivizing GPs to perform diligently [7] - A tiered profit distribution structure is prevalent, with over 80% of transactions adopting a three-tier structure, enhancing transaction efficiency [7] LP-Friendly Trends - LP-friendly transaction schemes are being implemented to reduce friction in continuation transactions and protect stakeholder interests [8] - The operational process of LP-friendly continuation funds includes enhancing LPAC approval rights, ensuring transparency, and providing multiple exit options [10][11] Performance of Continuation Funds - Continuation funds have shown positive performance in enhancing returns and reducing portfolio risks, with single-asset continuation funds performing comparably to buyout funds [12] - The study indicates that single-asset funds have a slightly higher total value multiple (TVPI), while multi-asset funds exhibit higher distributed paid-in (DPI) ratios, reflecting faster cash flow [12] Implications for Domestic Market - The expansion of overseas continuation funds highlights their anti-cyclical value and the need for domestic practices to overcome key bottlenecks [17] - The article suggests that domestic markets can learn from overseas mechanisms, such as tiered profit distribution and dynamic pricing mechanisms, to enhance liquidity and management incentives [18] - Institutionalizing LP rights protection through transparent processes and collaborative due diligence can help shift perceptions of continuation funds [19] Conclusion - The historical peak of over $70 billion in continuation fund transactions in 2024 underscores their value as a core vehicle for GP-led transactions [21] - The article advocates for the domestic market to leverage continuation funds not only as an exit channel but also as a key hub for reshaping the investment cycle [21]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is enhancing the demonstration effect of the Sci-Tech Innovation Board (STAR Market) by introducing the "1+6" policy measures to deepen reforms, including the establishment of a growth tier and the resumption of the fifth listing standard for unprofitable companies [2][3] Group 1: Policy Measures - The "1+6" policy includes six specific reform measures aimed at supporting innovative companies, such as introducing a pre-review mechanism for IPOs and expanding the fifth standard to cover more advanced technology sectors like artificial intelligence and commercial aerospace [3] - The new policies are expected to provide significant benefits to early-stage investment firms focusing on technology, enhancing market confidence and aligning with previous investment strategies [2][3] Group 2: Market Impact - The introduction of a pre-review mechanism allows companies to communicate uncertainties with the exchange, potentially increasing the success rate of IPOs for tech-oriented firms [3] - The support for unprofitable tech companies to conduct capital increases for existing shareholders grants these firms greater flexibility in financing and strategic opportunities [3] - The regulatory emphasis on building a multi-layered capital market is expected to accelerate the development of the private equity secondary market in China, creating a more flexible exit ecosystem [4]

Core Viewpoint - Goldman Sachs is raising its largest-ever S fund, targeting over $14.2 billion (approximately 101.9 billion RMB) to capitalize on the current secondary market opportunities created by other firms selling assets at discounted prices [2][6]. Group 1: Market Dynamics - The secondary market is experiencing a surge in activity, with significant transactions occurring as institutions seek liquidity amid a prolonged IPO drought [11]. - Blackstone recently completed a $5 billion S transaction involving over 125 private equity funds, indicating a robust appetite for secondary market deals [7]. - Yale University's endowment fund is reportedly selling private equity assets worth up to $6 billion, reflecting a trend among top-tier endowments to offload assets at discounted prices [8][11]. Group 2: Fundraising Trends - Goldman Sachs' new S fund is part of its Vintage series, primarily targeting institutional investors, with the final size still to be determined based on fundraising outcomes [6]. - Apollo Global Management raised $540 million for its first S fund, while Rothschild completed a fundraising exceeding €2 billion for its S fund, showcasing strong interest in this investment strategy [10]. - The global secondary market fundraising reached $5.21 billion in Q1 2025, nearly half of the total for the previous year, indicating a growing trend in this sector [10]. Group 3: Liquidity Challenges - The decline in IPO activity since 2021 has left many private equity firms with unsold assets, prompting a search for alternative liquidity solutions [11]. - The demand for cash flow recovery among limited partners (LPs) has intensified, leading to increased asset sales at discounts of 10% to 20% [11][12]. - The current market conditions suggest a buyer's market, where institutions capable of acquiring assets have greater negotiating power [12].

Group 1 - The global private equity market has shown signs of structural recovery in 2024, with an increase in investment and exit activities, but fundraising continues to face pressure [1][2] - In 2024, the global private equity M&A transaction volume reached $602 billion, a 37% year-on-year increase, while total exits amounted to $468 billion, up 34% [1] - Fundraising in the industry declined for the third consecutive year, totaling $1.1 trillion in 2024, a 24% decrease compared to the previous year and a 40% drop from the historical peak in 2021 [1] Group 2 - The secondary market for private equity has become a crucial liquidity solution, driven by renewed investment and exit activities in the primary market, creating diverse exit demands [1][2] - The tightening fundraising environment has led to discount opportunities in transactions, further stimulating secondary transactions (S transactions) [1][2] Group 3 - The secondary market transaction volume from 2016 to 2024 has shown a trajectory of "volatile growth - pandemic pullback - structural recovery," with 2024 marking a record high of $162 billion, a 45% increase year-on-year [5][6] - The recovery is influenced by liquidity pressures on sellers and new capital influx for buyers, leading to a more mature secondary market ecosystem [6][30] Group 4 - In 2024, LP-led transactions accounted for $87 billion (54% market share), while GP-led transactions reached $75 billion (46% market share), reflecting balanced market development [9][10] - The concentration of top investors in LP-led transactions has increased, with the top eight investors holding 50% of the transaction share [9] Group 5 - GP-led transactions primarily involve mergers and acquisitions, with 82% of the total GP-led market transaction volume [10][14] - The use of continuation funds has become prevalent, capturing 79% of the GP-led market share, indicating a preference for long-term management of core assets [14][21] Group 6 - The pricing of GP-led transactions has improved, with 87% of single-asset continuation fund transactions having a discount rate of over 90% in 2024 [21][23] - LP-led market pricing has also seen a general improvement, with average pricing rising to around 90% of net asset value [23][26] Group 7 - The trading behavior in the secondary market has matured, characterized by the rise of co-investment models, concentration of quality assets, and innovation in deferred payment tools [24][30] - The trend of co-investment has increased, with the proportion of small institutions participating as co-leads rising from 8% in 2023 to 15% in 2024 [27][28] Group 8 - The market is witnessing a shift towards high-quality assets, with a decrease in small transactions and an increase in larger deals [28] - The use of deferred payment tools has tripled, with flexible terms and risk mitigation measures becoming more popular among market participants [29][30]

Core Viewpoint - The recent joint announcement by seven government departments aims to accelerate the development of a technology finance system, particularly encouraging the growth of secondary market private equity funds (S Funds) to support high-level technological self-reliance and strength [1] Group 1: Policy Initiatives - The policy measures include evaluating the effectiveness of pilot programs for private fund share transfers in regions like Beijing, Shanghai, and Guangdong, with an emphasis on optimizing transfer processes and pricing mechanisms [1] - The Shanghai Equity Custody Trading Center has released guidelines for fund share valuation, which will enhance transaction efficiency and transparency in the S Fund market [2] Group 2: Regional Developments - Various regions are actively establishing S Funds to alleviate exit pressures in the venture capital market, particularly due to a slowdown in IPOs and mergers [3] - The Fujian provincial government has initiated a 10 billion yuan provincial S Fund to support quality technology enterprises, while Zhejiang has launched its first government-led S Fund with a 20% contribution from the provincial industrial fund [2][3] Group 3: Market Dynamics - The S Fund is increasingly recognized as a tool for revitalizing existing capital and supporting industrial upgrades, allowing for the release of funds tied up in early-stage investments [3] - As of May 18, the Shanghai Equity Custody Trading Center has completed 121 fund share transactions totaling approximately 252.44 billion yuan, indicating a robust market activity [4] Group 4: Financial Institution Participation - The S Fund is seen as a means to improve liquidity and exit channels for private equity funds, addressing the long exit cycles and low liquidity issues prevalent in the current market [5] - The introduction of S Funds is expected to attract more long-term capital into the market, with policies encouraging participation from insurance funds and bank wealth management subsidiaries [5]

将投中网设为"星标⭐"，第一时间收获最新推送 到2025年，我们的S市场来到了一个什么样的阶段？ 整理丨 蒲凡 来源丨 投中网 当前，中国私募股权市场正经历"存量时代"与"创新升级"的双重考验，产业变革正催生强烈流动性需求， S 市场的战略价值正以前所未有的速度被激 活。例如低空经济领域， eVTOL 技术突破带动产业链融资激增，但长周期硬科技项目普遍面临 8-10 年投资回收期， LP 对流动性工具的需求空前迫 切； AI 领域， 2024 年全球相关投资额达 1200 亿美元，早期美元基金却因份额到期亟需通过 S 市场实现跨周期承接。 因此在政策端，北京、上海等多地开始陆续出台 S 基金管理细则，推动 S 市场从"散点探索"迈入制度建设阶段。 那么到 2025 年，我们的 S 市场来到了一个什么样的阶段？我们的 S 市场出现了什么样的新趋势？买卖双方的画像与偏好是否出现了新的变化？ 4 月 18 日，在"第 19 届中国投资年会·年度峰会"上，投中信息副总经理、研究咨询事业部总经理吴浠分享了最近的《 2025 年中国私募股权二级市 场专题研究报告》。 以下为现场实录，由投中网进行整理： 各位参会的嘉宾、各 ...

将投中网设为"星标⭐"，第一时间收获最新推送 中国私募股权二级市场目前正处在认知深化与结构优化的关键阶段。 作者丨 投中嘉川 来源丨 投中网 在全球经济格局深度调整、国内产业转型升级与私募股权市场结构性变革的交汇点上，资产多元化配置与流动性管理需求持续升温，叠加国家盘活存量 的政策导向，私募股权二级市场（ Secondary Market ， S 市场）的发展迎来重要契机。 投中嘉川自 2018 年起持续关注并记录 S 市场的发展态 势，现正式推出《 2025 年中国私募股权二级市场专题研究报告》。 报告系统梳理了市场现状，剖析了当前面临的难点与挑战，并提出了前瞻性政策 建议，旨在为行业提供全景洞察与决策参考。 | 报告核心发现 | 数据发现 | 市场调研共识 | | --- | --- | --- | | ¥ 405亿 | 2024年中国基金份额交易规模 | 当下S市场发展阶段: 市场认知已初步建立;生存压力与多重利益驱动GP提升交易参与度;供需 | | | | 两端的国资化趋势强劲,市场挑战加剧。 | | 超1亿 | 2024年基金份额平均交易规模 | 买卖双方难点亟待解决: | | 1000万-3000 ...