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春华资本与农银国际发起的SPAC挂牌上市,成港股第四家SPAC,聚焦大中华地区的高增长型公司

SPAC initiated by Chunhua Capital and Agricultural Bank International went public, becoming the fourth SPAC in Hong Kong stock, focusing on high-growth companies in Greater China

獨角獸早知道 ·  Sep 16, 2022 11:23

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From the gathering of forms at the beginning of the year to the successive listings in recent months, SPAC (special purpose acquisition companies) has become a bright color in the Hong Kong new stock market. On September 16th, Interra Acquisition Corporation (hereinafter referred to as "Interra"), jointly sponsored by Primavera USLLC and Agricultural Bank of China International, landed on the Hong Kong Stock Exchange and became the fourth SPAC in Hong Kong stocks.

The Interra sold about 100.1 million Class A shares and 40.04 million listed warrants, raising a total of HK $1.001 billion. The offering was slightly oversubscribed and the total number of investors was 79, of which 46 were institutional professional investors. Xinyin (Hong Kong) Investment Co., Ltd. has the largest number of Class A shares, with a total of 15.51 million shares, accounting for 15.49% of the total number of Class A shares after the listing of Interra.

The investment strategy of SPAC,Interra is to focus on high-growth companies in the areas of innovation and technology, consumption and new retail, high-end manufacturing, health care and climate action in Greater China. Interra said that the company is confident of sustainable growth in Greater China and believes that this high growth will be driven by positive macro trends such as consumption upgrading, urbanization, and scientific and technological innovation.

According to the prospectus, Interra is a newly registered special-purpose acquisition company aimed at mergers and acquisitions of special-purpose companies. The Company has not selected any specific M & A target, and the Company does not have, nor has any person on behalf of the Company conducted any substantive discussion with respect to the acquisition of the Company for a special purpose with any M & An object directly or indirectly.

The sponsors of Interra are Primavera US LLC and Agricultural Bank of China International Capital Management.

Primavera US LLC was founded by partners of Chunhua, a private equity fund group. Hu Zulu is the single largest shareholder of Primavera US LLC and Chunhua. Primavera US LLC is directly managed by the individual who manages Chunhua. The main management right of Primavera US LLC is assumed by Hu Zulu, the only member of its management, and Chen Tong, his executive manager.

One of the sponsors, Primavera US LLC, is the sponsor of PCAC (Chunhua's American special purpose acquisition company), which completed its initial public offering and listing on the New York Stock Exchange in January 2021. PAPC's investment is focused on global consumer companies with significant business or excellent growth potential in China.

As of December 31, 2021, Primavera US LLC beneficially owns 20.49% of PCAC.

Chunhua has invested in more than 70 companies through its US dollar and RMB funds. As of September 30, 2021, it has more than 17 billion US dollars in assets under management and has invested in a number of well-known enterprises at home and abroad, including XPeng Inc. (09868.HK), Yum China (09987.HK), BABA (09988.HK) and so on.

Agricultural Bank of China International Asset Management is the asset management department of Agricultural Bank of China International, which was established in 2011 and has rich experience in asset management business.

On December 31, 2021, Agricultural Bank of China International Asset Management manages one fixed income fund and six private equity funds (including two fixed income funds (the investment portfolio is publicly traded bonds), one equity fund (the investment portfolio is publicly traded stocks) and three private equity funds.

The investment objectives of the three fixed income funds and one equity fund are to achieve medium-to long-term capital appreciation. Their portfolios cover publicly traded bonds and stocks in the Greater China region, covering a wide range of areas, including technology, the Internet and high-end manufacturing. The absolute values of the performance of the three fixed income funds range from about 4.4% to 8.2%, 0.5% to 2.8% and 1.0% to 3.4% in 2019, 2020 and 2021, respectively. The absolute performance of equity funds established in 2021 is about negative 1.9%.

The investment objective of the three private equity funds is to achieve capital appreciation through equity investments mainly in portfolio companies. The portfolios of the three private equity funds are private companies in a wide range of areas located in Greater China, including technology, consumer and new retail and healthcare.

AgBank International Asset Management also provides entrusted management accounts for top financial institutions, enterprises, family offices and high net worth customers. The International Asset Management of Agricultural Bank of China has also obtained the qualifications of qualified foreign institutional investors and RMB qualified foreign institutional investors, which allow foreign investors to enter China's domestic capital market.

In 2019, 2020 and 2021, the average total value of assets under management of AgBank International assets under Management was about HK $14.4 billion, HK $15.4 billion and HK $10.4 billion respectively.

AgBank International Asset Management (together with the domestic entities of Agricultural Bank of China International) has rich experience in investment transactions and managed more than 70 funds with a total contribution of more than RMB 100 billion as at the last practicable date. The investment portfolios of these funds span the areas of infrastructure, smart agriculture, new energy and urban renewal, and are often supported by a wide range of financing partners, including government-guided industrial funds, state-owned enterprises and financial institutions.

According to the prospectus, Interra Acquisition's investment strategy focuses on high-growth companies in Greater China in the areas of innovation and technology, consumer and new retail, high-end manufacturing, health and climate action.

The company did not generate any revenue from January 11, 2022 (date of incorporation) to June 30, 2022. The company incurred an expenditure of HK $2.3 million from January 11, 2022 (date of incorporation) to June 30, 2022. As of June 30, 2022, the company's net debt was HK $2.0 million.
SPAC on the Hong Kong stock market has not been listed for a long time, and there is no news of related M & A transactions. Because HKEx only allows professional investors to subscribe and buy and sell SPAC securities before the completion of mergers and acquisitions, the daily liquidity of SPAC listed in Hong Kong is relatively low.
Data show that, including listed companies, a total of 13 SPAC have submitted listing applications to the Hong Kong Stock Exchange so far this year, but four of them have expired their application materials. There are a variety of SPAC sponsors, including Chinese financial institutions, private equity fund controllers, well-known entrepreneurs and so on, and most of them focus on hot areas such as new consumption and new energy in the Asia-Pacific region or mainland China.

The translation is provided by third-party software.


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