「 Debuff拉满如何走向happy ending？ 」 文 ｜ 陈之琰 在盘活存量资产的多个解药中，S基金是被多方寄予厚望的那一个。 近半年内，包括浙江、福建、江西、安徽在内的多个省份纷纷成立S基金。直到最近，央行等七部委还在8月5日联合印发《关于金 融支持新型工业化的指导意见》。其中提出：发展创业投资二级市场基金，优化创业投资基金份额转让业务流程和定价机制，推动 区域性股权市场与创业投资基金协同发展。 然而，在「暗涌Waves」与从业者们的交流中发现，身处"退出"前线的人们则可能有着不同的体感：国有资产不得流失的铁律与S基 金普遍要求20-30%折扣之间的矛盾，存在大量国资选手而市场化S基金难觅的窘境等。 目前，双创时代诞生的大量基金正在走向退出的关键节点，彼时入场的青涩国资也走到了属于自己的成年时。一笔市场中真实而典 型的S交易是如何发起、又如何结束的？S基金对于存量时代的资本市场，是否真的是一剂解药？其中还有哪些问题亟待解决？ 今年4月，早期投资机构原子创投完成了成立以来的第一笔S交易，博瑔资本成为其四期基金的新LP。这笔交易的特殊性在于，卖方 为国资属性，买方为市场化S基金，涉及资产包是市场上最不 ...

中国私募股权二级市场（S市场）正在以前所未有的速度爆发。数据显示，仅在2025年上半年，人民币 基金的S市场交易额就飙升至创纪录的773亿元，同比增长近九成。然而，在这片繁荣的景象之下，一 种被业内称为"左手倒右手"的奇特交易模式，正成为最主要的核心驱动力。 "退出长城"与"大退潮" 中国私募股权市场正矗立着一道几乎难以逾越的"退出长城"。 2024年，A股IPO市场迎来至暗时刻。全年仅有100家企业成功上市，数量创十年新低；募资总额仅 673.53亿元，同比暴跌81%，首次跌破千亿大关。更令人震惊的是，当年IPO终止企业高达426家，是过 会企业的八倍。随着新"国九条"发布，沪深主板上市净利润门槛从6000万元提升至1亿元，创业板新增 最近一年净利润不低于6000万元的要求，退出通道被进一步收窄。 传统退出渠道似乎正在全面堵塞，并购市场同样不容乐观——尽管全年交易规模达2万亿元，但真正能 够承接PE项目退出的战略并购寥寥无几。2018-2020年投资高峰期进入的项目，原本计划3-5年退出，如 今普遍延期两到三次，陷入"退出无门"的窘境。 全球私募市场同样面临严峻考验。超过3万亿美元的未退出资产积压在系统中， ...

（原标题：地方国资凶猛：从加码投资到筹设基金，并购成产业升级新引擎） 浙江省是政府产业基金起步相对较早、运作相对较好的省份之一，过去十数年间探索形成了较为成熟 的"浙江实践"。在我国以传统银行间接融资为主的背景下，杭州和浙江在科技金融上的成功经验，为很 多城市和地区支持科创企业发展提供了可借鉴的样本。 继深圳、上海、安徽、广东等发文鼓励并购重组后，福建、浙江提出探索设立省级并购基金。这些动向 不仅凸显了地方政府在支持科技创新、畅通创投资本退出渠道上的积极作为，也意味着地方国资参与并 购的路径正在拓展——在直接发起并购重组的同时，也加快通过基金化方式统筹资本与资源。与此同 时，并购基金正成为培育新质生产力、推动产业升级的重要金融工具。 地方国资并购凶猛 从《促进创业投资高质量发展的若干政策措施》的"支持发展并购基金和创业投资二级市场基金"， 到"并购六条"的"鼓励私募投资基金积极参与并购重组"，再到金融"五篇大文章"的"加大力度活跃并购 市场，支持科技、绿色产业领域高效整合重组"。随着诸多重磅政策和文件的释放，并购市场正在迎来 新的发展阶段，当下正处于积聚力量、蓄势繁荣的关键时期。 从政策落地层面，多个省市发文 ...

Core Viewpoint - The article discusses the rapid establishment of S funds in various provinces in China, driven by government policies, and highlights the challenges faced in transitioning from policy-driven growth to market-driven sustainability [1][5][6]. Group 1: S Fund Establishment - The Zhejiang S Fund has a target scale of 5 billion yuan and completed its registration after nearly two years of preparation [2][3]. - Other provinces like Fujian and Henan are also establishing S funds with similar target sizes, indicating a competitive landscape for S fund establishment [3][4]. - The establishment of S funds is seen as a response to the policy guidance from the State Council aimed at promoting high-quality development of government investment funds [4][8]. Group 2: Policy Support - The release of the "Guiding Opinions" by the State Council in January 2025 marked a significant policy shift, encouraging the development of private equity secondary market funds [4][8]. - Local governments are rapidly responding to this policy shift, with multiple regions issuing supportive measures and establishing S funds within weeks of the policy announcement [12][15]. Group 3: Challenges in Pricing Mechanism - The article highlights the difficulties faced by local S fund teams in establishing a clear pricing mechanism for asset transfers, which has led to delays in transactions [18][22]. - There is a lack of unified standards for S fund share valuation across different regions, complicating the transaction process and increasing costs [25][27]. - The article notes that the absence of a standardized pricing model has resulted in significant discrepancies in asset valuations, leading to stalled negotiations [23][24]. Group 4: Talent Shortage - There is a notable shortage of professionals with expertise in S fund transactions, which complicates due diligence processes and hinders the growth of the sector [32][33]. - Efforts are being made to train more professionals in this field, but immediate needs are often met by hiring from other financial institutions at high salaries [33]. Group 5: Market Dynamics - The competition among local governments to establish S funds has intensified, with many regions vying for pilot qualifications in the secondary market [11][17]. - The article indicates that the S fund market is experiencing a "three reductions" phenomenon, with declining discount rates, transaction rates, and trading continuity, reflecting increasing divergence in market expectations [28].

Core Viewpoint - Shanghai's Future Industry Fund is actively investing in multiple sub-funds, demonstrating a commitment to support cutting-edge industries and providing much-needed capital in a challenging fundraising environment [2][3][4]. Group 1: Investment Activities - On August 14, Shanghai Future Industry Fund announced plans to invest in six sub-funds, including those focused on traditional Chinese medicine and future energy [2]. - The fund has already made decisions on 12 sub-funds this year, covering areas such as brain science and synthetic biology, showcasing its efficiency and responsiveness in the current market [2][3]. - The fund's total scale is 100 billion yuan, fully funded by the Shanghai municipal government, with a long-term investment horizon of 15 years, which can be extended by three years [3]. Group 2: Strategic Focus - The Future Industry Fund emphasizes a "early, small, and hard technology" investment strategy, focusing on six future industries: health, information, energy, space, materials, and manufacturing [3]. - Within the future information industry, the fund prioritizes five key areas: scientific intelligence, large models, quantum computing, embodied intelligence, and silicon photonics [3]. Group 3: Market Impact - The active investment from Shanghai's mother fund is seen as a positive signal for the industry, providing essential liquidity and boosting confidence in the market during a period of fundraising difficulties [2][3]. - Shanghai has established itself as a leading region for mother funds, with over 40 mother funds and a significant amount of assets under management, ranking among the top five in the country [9]. Group 4: Policy Support - The Shanghai municipal government has implemented various supportive policies to enhance the venture capital and private equity landscape, including measures to facilitate fundraising, investment, management, and exit processes [9][10]. - Recent initiatives include the establishment of equity investment clusters and the introduction of substantial government-led funds to support strategic industries [10][11]. Group 5: Future Outlook - The ongoing efforts to optimize the investment ecosystem in Shanghai are expected to attract more venture capital firms and enhance the city's position as a hub for innovation and investment [8][12]. - The establishment of large-scale S funds and the promotion of long-term capital strategies are anticipated to further solidify Shanghai's leadership in the mother fund sector [12].

Core Viewpoints - Recent announcements from various regions in China indicate a significant focus on establishing mother funds targeting sectors such as aerospace, new energy, new materials, intelligent manufacturing, digital economy, high-end manufacturing, and fashion light industry [2][5][29] - The establishment of the Central Enterprise Venture Capital Mother Fund marks a new phase in investment operations, with a total planned scale of 300 billion yuan, focusing on hard technology investments [5][6] - The recent policy initiatives from the central bank and other departments aim to enhance venture capital by introducing long-term funds and developing patient capital to accelerate the transformation of technological achievements [29][30] Fund Establishments - The Chengtong Science and Technology Investment Fund has completed its registration, with a total planned scale of 300 billion yuan and an initial scale of 100 billion yuan, focusing on hard technology investments [5][6] - The Zhejiang Zhanxing Industrial Relay Fund has been established with a target scale of 50 billion yuan, focusing on artificial intelligence, robotics, new energy vehicles, and new materials [2][12] - The Xiangxi Jin Furong Industrial Development Guidance Mother Fund has been launched with a total scale of 10 billion yuan, targeting ecological cultural tourism, specialty agriculture, and new energy industries [9][10] Policy Support - The People's Bank of China and six other departments have released 18 opinions to support the enhancement of industrial technology innovation capabilities and the resilience of supply chains [29][30] - Beijing's government has introduced measures to encourage local government and state-owned enterprise funds to invest in future industries, allowing for normal investment risks [32][33] - The Guangxi government plans to establish an artificial intelligence industry fund with a minimum scale of 100 billion yuan, focusing on enhancing financial support for AI-related enterprises [16][17] Investment Strategies - The Chengtong Fund aims to invest in leading technology enterprises and small to medium-sized enterprises in the industrial chain, with a focus on long-term investments [6] - The Nanjing Xinghe Investment Fund is set to focus on aerospace, new energy materials, intelligent manufacturing, and digital economy sectors, with a scale of 5 billion yuan [11][12] - The Anhui Huazhong Jianyuan Equity Investment Fund has been established with a focus on strategic emerging industries, including artificial intelligence and new energy vehicles, with an initial scale of 10 billion yuan [13][14] Market Trends - The establishment of various mother funds across different regions indicates a growing trend towards collaborative investment strategies that leverage government, enterprise, and market resources [2][5][12] - The recent fundraising activities, such as the over 45 billion yuan raised by Xincheng Capital for a new RMB merger fund, highlight the increasing interest in private equity investments despite market challenges [23][24] - The focus on hard technology and strategic emerging industries reflects a broader shift in investment priorities towards sectors that promise high growth potential and innovation [5][6][13]

Core Viewpoint - The article discusses the innovative measures introduced by the Anhui Provincial Science and Technology Department in the "Guidelines for High-Quality Operation of the Anhui Angel Fund Group," which aims to optimize the operation of government investment funds and enhance the investment environment for General Partners (GPs) in the region [2][3][5]. Summary by Sections - The investment conditions for sub-funds allow for a maximum contribution of 70% from a single mother fund, with a return investment requirement of only 1x, which is considered highly favorable in the industry [2][3]. - The management fee for sub-funds is set at 2% of the actual contributions, aligning with market practices and providing reassurance to GPs [3][4]. - The guidelines allow for an extension of the operational period of well-performing mother funds to 20 years, reflecting a commitment to "patient capital" that can endure long investment cycles typical in technology innovation [5][6]. - The investment agreement terms have been optimized to reduce stringent requirements such as "betting" clauses and unlimited joint liability, addressing current industry concerns [6][7]. - The evaluation mechanism for funds has been improved, focusing on overall project investment rather than individual sub-fund losses, which promotes a more supportive regulatory environment [6][8]. - Anhui has been proactive in establishing a robust mother fund system, with significant investments in specialized and innovative enterprises, demonstrating a commitment to fostering a vibrant investment ecosystem [10][11]. - The "Hefei Model" is highlighted as a successful approach to attract social capital through government investment, emphasizing the importance of creating a supportive environment for venture capital [12][13]. - The article notes that Anhui's investment matrix is expected to continue evolving, driving industrial transformation and attracting reliable limited partners (LPs) to support GPs [15].

Core Viewpoint - The establishment of the Zhejiang Zhanxing Industrial Relay Fund marks a significant development in the regional equity market, aiming to create a virtuous cycle of capital relay and industrial upgrading, thereby supporting the new quality productivity ecosystem [1] Group 1: Fund Establishment - The Zhejiang Zhanxing Industrial Relay Fund has been officially established with a target scale of 5 billion yuan for the first phase and an overall goal of 50 billion yuan [1] - The fund is initiated by the Zhejiang Provincial Innovation Investment Group and the Zhejiang Stock Group, with participation from the Shangcheng District [1] Group 2: Investment Structure - The fund is co-financed by provincial, municipal, and county-level state-owned assets as well as listed companies, with Shangcheng Capital Group contributing 15% [1] - The investment strategy includes a matrix of fund products such as mother funds, specialized funds, merger funds, and S funds, enhancing the overall investment capability [1] Group 3: Market Impact - The S fund will provide diversified market exit channels for industrial funds and social capital, facilitating a good ecological environment for fundraising, investment, management, and exit [1] - It is expected to drive share transfer transactions exceeding 5 billion yuan, contributing to the development of emerging industries in the region [1]

Core Viewpoint - The establishment of the Zhejiang Zhanxing Industry Relay Fund (S Fund) marks the successful launch of the first regional equity market S Fund in Zhejiang Province, aimed at providing efficient and diversified exit channels for provincial industrial funds and social capital, thereby enhancing capital turnover efficiency and promoting high-quality development of strategic emerging industries [4][6][10]. Group 1 - The Zhejiang Zhanxing Industry Relay Fund has a target size of 5 billion RMB, with the first phase successfully raising 500 million RMB, supported by various levels of state-owned capital and quality listed companies [6][10]. - The fund is managed by Zhejiang Kunxin Investment Management Co., Ltd., a platform under Zhejiang Equity Service Group, specializing in private equity investment and management [6]. - The S Fund is expected to address the significant exit challenges faced in the primary market, with a report indicating that by the end of 2024, 16 trillion RMB worth of funds are under exit pressure [9][10]. Group 2 - The S Fund market in China has entered a rapid development phase since its initiation in 2020, with increasing participation from various sectors including market-oriented mother funds, insurance capital, state-owned capital, banks, and industrial capital [10]. - Recent government policies have explicitly encouraged the development of S Funds and the facilitation of exit mechanisms, indicating a strong governmental push towards enhancing the S Fund market [10][11]. - The establishment of multiple regional equity market platforms across the country, including in Beijing, Shanghai, Jiangsu, and Zhejiang, reflects the growing importance and recognition of S Funds in the investment landscape [10][11].

Core Insights - The article discusses the growing trend of "patient capital" and "bold capital" in the context of new productive forces investment, highlighting the role of state-owned investment funds as key players in this landscape [2] - It emphasizes the importance of revitalizing existing capital and optimizing resource allocation to support emerging industries and quality projects [2][4] - The speech by Jiang Mingming, Chairman of Shengshi Investment, addresses the challenges faced by the private equity industry, particularly the reliance on IPOs for exits and the low DPI (Distributions to Paid-In) rates [3][5] Investment Trends - The investment landscape is shifting, with various financial leaders discussing industry trends at the "2025 China Sci-Tech Summer Investment Summit" [2] - The private equity sector is experiencing a significant amount of stagnant capital, approximately 14 trillion yuan, which poses challenges for exits [6][7] - The S Fund is identified as a crucial tool for revitalizing quality assets and facilitating exits for both state-owned and private LPs [3][6][8] Economic Context - The Chinese economy is undergoing a dual economic structure, leading to a stock game that reflects the dynamics between foreign, state, and private capital [4] - The era of significant economic growth is perceived to be waning, necessitating a reevaluation of fund structures and investment strategies to adapt to the current economic cycle [5][10] S Fund Strategy - The S Fund is categorized into two types: transaction-oriented S Funds focused on financial returns and function-oriented S Funds initiated by local state-owned assets to promote local capital circulation [8][9] - Shengshi Investment has a long history of engaging with S Funds, having established a solid foundation through extensive investment in sub-funds and projects over the past 15 years [9][10] - The current strategy involves selecting high-quality assets accumulated over the past 15 years and forming asset packages to ensure continued investment and development [9][10] Conclusion - The article concludes with a reflection on the evolution of Shengshi Investment and its commitment to addressing the challenges faced by both private and state-owned LPs in the current economic environment [10][11]