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 private equity secondary market (S transactions) in China is gaining prominence, with a total of 395 transactions worth 107.8 billion yuan in 2024, marking a 46% increase from 2023 [2][4] - The market is expected to continue its growth trajectory, with 542 transactions recorded in the first half of 2025, surpassing the total number for 2024 [2][4] - State-owned enterprises (SOEs) have emerged as a significant variable influencing both sides of the transaction, becoming the largest seller in the S transaction market [6][8] Market Growth and Trends - Since 2018, the S transaction market has experienced an average annual growth rate exceeding 50%, with the total transaction volume surpassing 100 billion yuan for the first time in 2022 [4] - The market saw a decline in 2023 due to tightened IPO regulations and changes in selling rules, but has rebounded strongly in 2024, reaching a historical high [4][5] - The revival of the S transaction market is attributed to favorable policies and a positive outlook in the A-share and Hong Kong markets, particularly after the "9·24" policy [4][5] Role of State-Owned Enterprises - SOEs have become the largest seller in the S transaction market, driven by the need to liquidate early-stage funds and optimize asset management [8][9] - The demand for SOE participation in S transactions has increased significantly, with local SOEs actively engaging in fund share transfers [7][8] - The successful transfer of SOE shares is expected to enhance market liquidity and increase the volume of tradable assets [7][8] Diversification of Transaction Models - The S transaction market is evolving with diverse transaction strategies, including fund share transfers, GP-led transactions, and structured deals [11][12] - New pricing models, such as "low transaction price + backend sharing," are emerging to address uncertainties in the market [12][13] - Local S funds are adopting a "city-level to district-level" model to alleviate regional liquidity pressures and strengthen local industries [13] Future Outlook - The S market is projected to transition from a niche market to a core ecosystem within the private equity industry, driven by the exit demands of 15 trillion yuan in existing assets [15][16] - The market is expected to see a shift towards professional and diversified transactions, with a focus on high-quality assets and active management capabilities [15][16] - Continued policy innovations and regional pilot breakthroughs are necessary to address the challenges faced by state-owned investment institutions in managing existing assets [16][17]

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 - 易凯资本 has successfully completed two significant secondary market transactions, marking its growing expertise in the S transaction segment [1] - The transactions involve the transfer of old shares from a major liquid oxygen reusable rocket company and a leading domestic DRAM enterprise, both aligned with the national focus on "new quality productivity" [1][2] - The firm is actively seeking opportunities in key sectors such as semiconductors, aerospace, embodied intelligence, and quantum computing [2] Group 1 - The Chinese private equity market is transitioning from an "incremental era" to a "stock optimization" phase, with S transactions becoming crucial for connecting GP and LP, as well as assets and liquidity [2] - 易凯资本 is focusing on high-quality asset transactions to link the existing market with long-term capital [2] - The firm is executing various transactions involving staggered income assets and structured financing to meet the demand for safety and certainty in returns [3] Group 2 - 易凯资本 is enhancing its private equity investment banking services to cover the entire chain from financing to mergers and S transactions [4] - The company aims to address the systemic challenges of asset exit and liquidity management faced by LPs and GPs [4] - The GP/LP service team is leveraging 25 years of experience and a network of over 6,000 domestic and international investment institutions to establish itself as a third-party professional S transaction platform [4]

Core Insights - The S Fund (Secondary Market Private Equity Fund) has gained significant attention as a tool to activate existing assets in the primary market and enhance market liquidity, with trading volume increasing substantially [1][2] Group 1: Market Overview - In 2024, China's secondary private equity market recorded a total trading scale of 107.8 billion yuan, marking a 46% year-on-year increase and reaching a historical high [2] - The number of transactions reached 395, covering 374 funds, with a notable surge in trading volume observed in the fourth quarter of 2024 [2] - Financial institutions and government funds emerged as the largest sellers, driven by their substantial existing holdings and urgent exit needs [2] Group 2: Buyer and Seller Dynamics - Corporate investors, government funds, and investment institutions were the primary buyers, with corporate investors showing significant activity, albeit mostly in small transactions [2] - Investment institutions saw a notable increase in trading scale compared to 2023, with several general partners (GPs) acquiring limited partner (LP) fund shares, particularly from funds nearing their exit periods [2] Group 3: Fund Types and Performance - Among the traded fund types, 54.5% were venture funds, followed by growth funds at 29.7% and early-stage funds at 7.2%, indicating a strong focus on equity funds [3] - Equity funds accounted for 948 billion yuan in trading volume, representing 88% of the total trading scale, while infrastructure funds contributed 8% [3] Group 4: Investment Trends - The underlying assets of the funds are increasingly concentrated in "hard technology," with the top sectors being electronic information, biomedicine, manufacturing, and enterprise services, aligning with recent financing trends [4] Group 5: Regional Market Activity - By the end of 2024, the Beijing Equity Exchange had facilitated 112 fund share transfers, totaling 14.866 billion shares and 4.846 billion yuan in transaction value, with a diverse range of participants including state-owned enterprises and private institutions [5][6] - The Shanghai private equity and venture capital share transfer platform maintained the highest transaction volume in the country, with 22.555 billion shares traded and a total transaction value of approximately 24.923 billion yuan [6] Group 6: Transaction Characteristics - The S Fund transactions exhibited five key characteristics in 2024, including a focus on late-stage secondary transactions, a leading position in equity fund trading volume and transaction count, and increased complexity in transaction structures [7]

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 ...