Report and Recommendation of the President to the Board of Directors Project Number: 53185-001 September 2019 Proposed Equity Investment CDH VGC Fund II, L.P. (People’s Republic of China) This is a redacted version of the document approved by ADB's Board of Directors, which excludes information that is subject to exceptions to disclosure set forth in ADB's Access to Information Policy. ABBREVIATIONS ADB – Asian Development Bank ESMS – environmental and social management system IFC – International Finance Corporation PRC – People’s Republic of China US – United States NOTE In this report, "$" refers to United States dollars. Vice-President Diwakar Gupta, Private Sector Operations and Public–Private Partnerships Director General Michael Barrow, Private Sector Operations Department (PSOD) Director Janette Hall, Private Sector Investment Funds and Special Initiatives Division, PSOD Team leader Yee Hean Teo, Senior Investment Specialist, PSOD Team member Elizabeth Alpe, Senior Transaction Support Specialist (Integrity), PSOD Ian Bryson, Senior Safeguard Specialist, PSOD Laurence Genee, Senior Safeguard Specialist, PSOD Catherine Marsh, Assistant General Counsel, Office of the General Counsel Gloria Paniagua, Senior Results Management Specialist, PSOD Kervin John Torchiva, Senior Investment Officer, PSOD In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgments as to the legal or other status of any territory or area. CONTENTS Page PROJECT AT A GLANCE I. THE PROPOSAL 1 II. THE FUND 1 A. Investment Identification and Description 1 B. Business Overview and Strategy 2 C. Ownership, Management, and Governance 2 D. Financial Performance 4 III. THE PROPOSED ADB ASSISTANCE 4 A. The Assistance 4 B. Financial Analysis of Expected Returns and Assumptions 4 C. Implementation Arrangements 4 D. Value Added by ADB Assistance 5 E. Risks 5 IV. DEVELOPMENT IMPACT AND STRATEGIC ALIGNMENT 6 A. Development Impact, Outcome, and Outputs 6 B. Alignment with ADB Strategy and Operations 6 V. POLICY COMPLIANCE 7 A. Safeguards and Social Dimensions 7 B. Anticorruption Policy 8 C. Investment Limitations 8 D. Assurances 8 VI. RECOMMENDATION 8 APPENDIXES 1. Design and Monitoring Framework 9 2. List of Linked Documents 11 I. THE PROPOSAL 1. I submit for your approval the following report and recommendation on a proposed equity investment of up to $30,000,000 in CDH VGC Fund II, L.P. (VGC Fund II or the fund), a private equity fund investing in the People’s Republic of China (PRC). 2. Rationale for proposed ADB assistance. The proposed investment in VGC Fund II will provide about 20 private companies with growth capital to help fast track their development. In doing so, the fund will help increase the depth and diversity of venture and growth capital business models, encourage entrepreneurship, and support the transition of the PRC economy from one focused on manufacturing to one driven increasingly by innovation and technology. II. THE FUND A. Investment Identification and Description 3. Description. Founded in 2002 by six founding partners, CDH China Management Company Limited and its affiliate (collectively known as “CDH”) is a pioneer private equity fund manager that invests in companies with significant operations in the PRC.1 CDH has developed in-depth knowledge and expertise within target sectors from its long record of managing different funds before VGC Fund II, which intends to invest in early to growth stage companies. 2 The fund may also invest a limited portion of its capital opportunistically outside of its primary investment objectives.3 VGC Fund II intends to focus on companies in the health care, logistics and/or consumer goods, and artificial intelligence and technology sectors.4 VGC Fund II’s investment team is led by Wang Lin and comprises 25 investment professionals, including 10 partners across its four offices.5 4. Since its inception, CDH has raised 14 private equity and venture capital funds denominated in United States (US) dollars and renminbi, exceeding $10 billion in commitments.6 [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 5. VGC Fund II is a closed-end private equity fund with a target capitalization of $500 million. CDH VGC II Holdings Company Limited, a Cayman Islands exempted company, will manage the fund as the general partner. CDH Mid Market Management Company Limited, a Cayman Islands 1 The founding partners are Wu Shangzhi, Jiao Shuge, Stuart Schonberger, Hu Xiaoling, Wang Lin, and Wang Zhenyu; CDH VGC II Holdings Company Limited (general partner), CDH Mid Market Management Company Limited (manager), CDH Investments Management (Hong Kong) Limited (investment advisor), and any other entities that acted and/or will act as advisors to CDH VGC Fund II, L.P. and CDH’s other funds are collectively referred to as CDH. 2 CDH is an investment platform that, in addition to private equity funds (both onshore and offshore), manages different asset classes, including private equity, real estate, mezzanine, public fixed income, public equity, and private wealth management. 3 The ability to make opportunistic investments will provide the fund greater flexibility to create a balanced portfolio, given its focus on early to growth stage portfolio companies, and will include the ability to invest in publicly listed securities. 4 The fund may also invest in other sectors. A climate change target amount cannot be specified as this is an investment in a fund (as opposed to an investment in a company), and the composition of the underlying investee companies is not yet known. 5 As of 31 July 2019, CDH employed more than 300 staff, including more than 150 investment professionals across Beijing, Hong Kong, China, Shanghai, and Singapore that manage different asset platforms. 6 As of 31 March 2019; excludes CDH real estate, mezzanine finance, public equities, fixed income, and wealth management businesses. 2 exempted company, will provide management and administrative services to the fund as its manager. It will also enter into arrangements with CDH Investments Management (Hong Kong) Limited, the advisor and a Hong Kong, China limited liability company, to obtain advisory services.7 6. Investment identification. Through market mapping of 40 private equity funds focused on the PRC, the Asian Development Bank (ADB) identified CDH as one of the top performing and consistent fund managers investing growth capital in small and medium-sized companies. CDH has a strong investment track record and has demonstrated its ability to anticipate and capitalize on fast-growing sectors in the PRC. 7. ADB initiated dialogue with CDH in 2015 and has actively tracked the platform since then. ADB views the proposed investment to be consistent with its private equity fund investment guidelines. The investment would provide development benefits, including skilled jobs generation and technological innovation and adoption, particularly in the PRC health care sector. B. Business Overview and Strategy 8. VGC Fund II aims to make about 20 investments averaging $10 million–$30 million each in early to growth stage companies. The fund may provide additional capital to certain companies that have grown significantly since the initial investments. It will generally seek to invest in businesses with experienced and driven management teams; strong alignment of interests with business owners and management; significant growth prospects; mutually agreed exit strategies; and opportunities for the general partner to add value through its operational, strategic, and/or capital markets expertise. VGC Fund II may invest a limited portion of its committed capital for opportunistic investments outside of its primary investment objective (footnote 3). 9. VGC Fund II will adopt a top-down, research-intensive approach to identify key players in targeted sectors and source investment opportunities with leading entrepreneurs. The fund’s investments are expected to improve the PRC’s supply and demand imbalances, increase efficiency and/or reduce costs through technology advancements and/or business model upgrades to deliver long-term sustainable growth. CDH also aims to build an ecosystem of stakeholders with complementary businesses in each sector that will benefit and add value to existing and potential portfolio companies. 10. CDH’s extensive investment experience in each identified sector has allowed it to proactively address the challenges and opportunities arising from the PRC’s fast-evolving economy. The investment team will rely on CDH’s extensive relationships to identify attractive investment opportunities and build a complementary network including leading entrepreneurs and management teams in PRC. The investment team may use industry experts to analyze specific issues to mitigate particular risks and seek operational improvements. C. Ownership, Management, and Governance 11. Ownership. VGC Fund II is an exempted limited partnership registered in the Cayman Islands. Its limited partners include institutional investors and family offices. ADB will be the first development financial institution to invest in VGC Fund II and will therefore add value in terms of corporate governance, environmental and social safeguards, and heightened focus on 7 Detailed information on the structure of the fund is in Ownership,