\u5927\u4f6c\u5355\u4f1f\u5065\u7684\u7b2c\u4e09\u672c\u4e66\uff0c\u8bb2\u5f53\u5e74\u6536\u8d2d\u548c\u51fa\u552e\u6df1\u53d1\u5c55\u7684\u6545\u4e8b\uff0c\u6bd4\u6211\u9884\u60f3\u7684\u7cbe\u5f69\u592a\u591a\u4e86\uff0c\u4e5f\u6bd4\u6536\u8d2d\u97e9\u56fd\u7b2c\u4e00\u94f6\u884c\u7684\u300a\u91d1\u94b1\u535a\u5f08\u300b\u8981\u7cbe\u5f69\u3002\u524d\u5e74\u51fa\u6765\u7b49\u4e86\u5feb\u4e00\u5e74\u8fd8\u6ca1\u6709\u4e2d\u6587\u7248\uff0c\u7d22\u6027\u5c31\u628a\u82f1\u6587\u7248\u5728\u6625\u8282\u524d\u8bfb\u5b8c\u4e86\uff0c\u8865\u4e2a\u6458\u5f55\u7b14\u8bb0\u3002\u8bfb\u5b8c\u624d\u611f\u89c9\u8fd9\u672c\u4e66\u8fd9\u51e0\u5e74\u90fd\u672a\u5fc5\u80fd\u628a\u4e2d\u6587\u7248\u51fa\u51fa\u6765\uff0c\u6bd5\u7adf\u4e66\u4e2d\u7684\u4e0d\u5c11\u4eba\u7269\u90fd\u8fd8\u5065\u5728\uff0c\u591a\u5c11\u53ef\u80fd\u4f1a\u6709\u4e9b\u987e\u8651\u3002<\/p>\n\n\n\n
\u8bfb\u5b8c\u6700\u5927\u7684\u611f\u53d7\u5c31\u662f\u8fd9\u6837\u7684\u5927\u6848\u5b50\u771f\u662f\u4eba\u4e00\u751f\u53ef\u9047\u4e0d\u53ef\u6c42\u7684\u673a\u4f1a\u3002\u5373\u4fbf\u9047\u4e0a\u4e86\uff0c\u5176\u4e2d\u7684\u4e07\u5343\u53d8\u5316\u4e5f\u662f\u72b9\u5982\u4e5d\u4e5d\u516b\u5341\u4e00\u96be\u771f\u80fd\u8fc7\u53bb\u624d\u7b97\u62ff\u4e0b\uff0c\u62ff\u4e0b\u4e4b\u540e\u8fd8\u8981\u5404\u79cd\u8fc7\u5173\u65a9\u5c06\u6765\u7ba1\u7406\u63d0\u5347\uff0c\u6700\u540e\u662f\u51fa\u552e\uff0c\u4e5f\u662f\u5404\u79cd\u66f2\u6298\u3002\u8fd9\u5176\u5b9e\u5c31\u662f\u771f\u5b9e\u7684\u5546\u4e1a\u6545\u4e8b\u3002\u5dee\u4e0d\u591a\u548c\u5171\u548c\u56fd\u540c\u9f84\u7684\u5355\uff0c\u5230\u4e86\u65b0\u4e16\u7eaa\uff0c\u4e5f\u5df2\u7ecf\u662f\u4e94\u5341\u5de6\u53f3\u7684\u4eba\u4e86\u3002\u524d\u4e94\u5341\u5e74\u5386\u7ecf\u6587\u9769\uff0c\u6587\u9769\u540e\u51fa\u56fd\u8bfb\u4e66\u5f53\u6559\u6388\uff0c90\u5e74\u4ee3\u6539\u884c\u6295\u884c\u5230\u9999\u6e2f\uff0c\u4e4b\u540e\u53c8\u8f6cPE\u6295\u8d44\u52a0\u5165\u65b0\u6865\uff0c\u91d1\u878d\u5371\u673a\u65f6\u53c2\u4e0e\u4e86\u97e9\u56fd\u7b2c\u4e00\u94f6\u884c\u7684\u6536\u8d2d\uff0c\u8fd8\u6ca1\u51fa\u624b\u5c31\u9047\u4e0a\u4e86\u6df1\u53d1\u5c55\u7684\u673a\u4f1a\u3002\u771f\u662f\u4e0d\u5bb9\u6613\u3002\u7167\u4f8b\u505a\u4e9b\u6458\u8981\u3002<\/p>\n\n\n\n
The agreement was fairly simple: Newbridge would acquire all the shares of SDB held by the city government. Those shares represented about 20% of the total and constituted a controlling block, due to the fact that the rest of the shares were widely dispersed. Newbridge would have effective control by having the right to appoint a majority of the board of directors and new management. The price was set at five times adjusted <\/em>book value but the multiple, 5, was shown in brackets, indicating that it remained subject to negotiation.\u00a0And so it was that two months and two weeks after that first meeting, we had concluded the framework agreement for a deal to buy a Chinese bank.\u00a0<\/p>\n\n\n\n 2\u4e2a\u6708\u5c31\u80fd\u8fc5\u901f\u8fbe\u6210\u6846\u67b6\u534f\u8bae\uff0c\u5374\u53ea\u662f\u4e07\u91cc\u957f\u5f81\u7684\u7b2c\u4e00\u6b65\u3002<\/p>\n\n\n\n Even though Zhu Rongji did not indicate his personal views one way or the other, we thought the fact he did not object to the proposed deal was significant enough.\u00a0She asked me if I, as an outside advisor, would write a letter to Zhu to explain that a successful issuance of the contemplated bond depended on the credit quality of the issuer, which would have been damaged if it had acquired a loss-making firm.\u00a0<\/p>\n\n\n\n \u8fd9\u4e2a\u4ea4\u6613\u5c45\u7136\u662f\u9700\u8981\u76f4\u63a5\u7ed9\u6731\u603b\u7406\u5199\u4fe1\u7684\uff0c\u751a\u81f3\u662f\u526f\u5e02\u957f\u7684\u610f\u601d\u3002\u8fd9\u5c31\u662f\u56fd\u5185\u505a\u751f\u610f\u7684\u96be\u5ea6\u3002<\/p>\n\n\n\n In fact, under the World Trade Organization framework, foreign banks are not permitted to conduct local currency retail business in China until 2007 and are not permitted to establish more than one branch per year, and then only if approved by the central bank.\u00a0<\/em><\/p>\n\n\n\n \u56de\u5934\u770b\u8fd9\u4e2a\u4e8b\u5728\u653f\u7b56\u4e0a\u7684\u7a81\u7834\u8fd8\u771f\u662f\u5f88\u5927\u3002\u5f53\u65f6\u9650\u5236\u5916\u8d44\u5bf9\u94f6\u884c\u6301\u80a1\uff0c\u81ea\u7136\u4e5f\u9650\u5236\u63a7\u5236\uff1b\u4f4620%\u7684\u6301\u80a1\u4e0d\u7a81\u7834\u6301\u80a1\u9650\u5236\uff0c\u5374\u7a81\u7834\u4e86\u63a7\u5236\u9650\u5236\u4e5f\u771f\u662f\u660e\u7740\u94bb\u7a7a\u5b50\u2014\u2014\u653f\u7b56\u600e\u4e48\u6267\u884c\u8fd8\u662f\u8981\u5177\u4f53\u770b\uff0c\u8fd9\u5c31\u662f\u56fd\u60c5\u3002<\/p>\n\n\n\n Therefore, Morgan Stanley\u2019s model was based on a critical assumption: that we would be allowed by regulators to operate the bank without <\/em>adequate capital. The rights issue would raise only about $500 million, not enough to fully recapitalize the bank. The banking regulator would therefore have to allow SDB to operate for a long period of time without reaching the capital adequacy ratio required by regulation.\u00a0In the end, everyone thought the projections\u2014achieving 20% annual growth rate on the back of build- ing a retail banking franchise\u2014were aggressive but feasible.\u00a0<\/p>\n\n\n\n \u8fd9\u5c31\u662f\u8d2d\u4e70\u7684\u6838\u5fc3\u4ef7\u503c\uff0c\u7f51\u70b9\u5c31\u662f\u673a\u4f1a\u3002\u540c\u65f6\uff0c\u653f\u7b56\u4e0a\u8fd8\u5141\u8bb8\u867d\u7136\u8d44\u672c\u4e0d\u8db3\uff0c\u4e5f\u80fd\u7ee7\u7eed\u8fd0\u884c\u3002<\/p>\n\n\n\n A month before, the vice mayor had insisted on 1.5 times the reported NAV, the top of our agreed range. Now Xiao blew through that range and demanded 2.3 times NAV. He presented this as a compromise, saying he thought Shenzhen should have insisted on a multiple of 2.8. I was quite annoyed by this, and I told him so. I said the city government lacked sincerity and good faith. But he smiled and asked me to be patient, saying that he had to take one little step at a time. I figured that to him, this was all part of a necessary ritual of shadow boxing.\u00a0<\/p>\n\n\n\n \u534f\u8bae\u5c31\u662f\u5e9f\u7eb8\uff0c\u5f53\u5e74\u7684\u653f\u5e9c\u5c31\u662f\u8fd9\u6837\uff0c\u867d\u7136\u534f\u8bae\u4e0a\u662f\u4e0a\u96501.5\u500d\uff0c\u653f\u5e9c\u8fd8\u662f\u80fd\u81ea\u5df1\u4ece2.3\u500d\u8c08\u8d77\u3002\u663e\u7136\u662f\u6ca1\u6709\u5951\u7ea6\u7cbe\u795e\uff0c\u4f46\u4e5f\u4e0d\u662f\u80cc\u4fe1\u5f03\u4e49\uff0c\u56fd\u60c5\u7f62\u4e86\u3002<\/p>\n\n\n\n I remember once talking with him about the need for businesses to build core competence and to specialize in order to succeed, which was a subject I had taught at Wharton. At that moment, we were playing badminton together. To prove my point, I remarked, \u201cIt is just like no athletes can be good at all sports.\u201d Zhou looked at me with a grin and a twinkle in his eye and said, \u201cI am good at all sports.\u201d Everyone around us burst out laughing. Indeed, there were few sports he couldn\u2019t play well.\u00a0<\/p>\n\n\n\n I had met Liu for the first time a year earlier. A friend of mine, a senior partner at PwC, the accounting firm, called me one day. She said that Mr. Liu Mingkang, chairman and CEO of Bank of China, wanted to meet with me. I inquired as to the purpose of the meeting, but my friend did not know. As I was traveling to Beijing on business a few days later, I was invited to join him for dinner. I had expected to see other guests, but was quite surprised to discover I was the only one there.\u00a0<\/p>\n\n\n\n \u592e\u884c\u884c\u957f\u3001\u94f6\u76d1\u4f1a\u4e3b\u5e2d\u7684\u4ea4\u60c5\u5982\u679c\u6ca1\u6709\uff0c\u8fd9\u5355\u751f\u610f\u4f30\u8ba1\u66f4\u6ca1\u620f\u3002\u591a\u4ea4\u670b\u53cb\u8fd8\u662f\u86ee\u91cd\u8981\u7684\u3002<\/p>\n\n\n\n Since I knew Governor Zhou and Chairman Liu well, I made sure to keep them informed of the progress of the SDB transaction, which now fell under their purview. Not surprisingly, they were both supportive of the transaction. They understood that it had the potential on its own to be a significant step in China\u2019s banking reforms. I also shared with each of them the results of our due diligence work to date, including the report produced by PwC. This report was probably among the first quality inside looks at a Chinese bank ever conducted by an international audit firm under the direction of a foreign investor. Neither man appeared surprised by the extent of the problems; both wanted to see transformative improvements in the bank\u2019s operations.\u00a0<\/p>\n\n\n\n \u548c\u76d1\u7ba1\u8001\u5927\u76f4\u63a5\u6c47\u62a5\u7684\u7ebf\u8def\u53ef\u4e0d\u5bb9\u6613\u3002<\/p>\n\n\n\n For us, knee-deep in the negotiations and all the inner workings of SDB, our position seemed eminently sensible. But Bonderman provided a different perspective. The difference between Xiao\u2019s current ask of 1.65 times and our thinking of 1.38 times would be $25 million. That seemed like a lot of money and it represented a 20% premium to the one billion yuan number (roughly $120 million). But Bonderman didn\u2019t see it that way. \u201cThis deal,\u201d he said, \u201cis either going to work or it isn\u2019t. The result will be binary.\u201d In his mind, we either would make a lot of money if we could successfully turn around this bank or we would lose money if we failed to do so. \u201cIn the scheme of things,\u201d he continued, \u201c$25 million makes no difference.\u201d The key, he felt, was to seize the moment and get it done as quickly as possible.\u00a0<\/p>\n\n\n\n Bonderman\u7684\u5224\u65ad\u771f\u662f\u771f\u5927\u4f6c\u601d\u7ef4\uff0c25M\u867d\u7136\u4e0d\u5c11\uff0c\u4f46\u5bf9\u8fd9\u5355\u751f\u610f\u7684\u80dc\u8d25\u6765\u8bf4\u5176\u5b9e\u610f\u4e49\u4e0d\u5927\u3002\u6210\u4e86\u8d5a\u5f88\u591a\u94b1\u4e0d\u5728\u4e4e\u8fd9\u4e2a\u6210\u672c\uff0c\u662f\u96f6\u548c\u4e00\u7684\u4e8b\u60c5\u3002\u8fd9\u4e2aBonderman\u5728\u7f8e\u5267Uber\u91cc\u63cf\u8ff0\u6210\u4e00\u4e2a\u94c1\u4eba\u822c\u7684\u786c\u6c49\u5f62\u8c61\uff0c\u679c\u7136\u5982\u6b64\u3002\u975e\u5e38\u7b80\u77ed\u7cbe\u70bc\u3001\u72ec\u5230\u7684\u5224\u65ad\u3002<\/p>\n\n\n\n On the day itself, I was in Malaysia chairing the last board meeting of Newbridge\u2019s holding company for KFB.We closed the year having agreed to sell our control in KFB to Standard Chartered Bank and having bought control of SDB from the Shenzhen government. Both of these events took place in the last week of 2004.\u00a0<\/p>\n\n\n\n \u53cc\u559c\u4e34\u95e8\u3002<\/p>\n\n\n\n On October 26, we caught a break. That morning, Langlois called to tell me that Philip Purcell, the chairman and CEO of Morgan Stanley, was visiting Beijing and would be meeting with China\u2019s central banker at 9:00 a.m. I looked at my watch; it was already 8:45. I hurriedly placed a call to Governor Zhou Xiaochuan, and by luck I was able to reach him. I asked him to help persuade Purcell to allow Langlois to serve as chairman of SDB. I thought it would be hard for Purcell to turn down a direct appeal from China\u2019s central banker. Sure enough, three days later, Langlois called to say that Morgan Stanley had given him the permission.\u00a0<\/p>\n\n\n\n \u548c\u5468\u8001\u677f\u7684\u5173\u7cfb\u771f\u662f\u4e0d\u4e00\u822c\uff0c\u8bf7\u4e2a\u9ad8\u7ba1\u7684\u5c0f\u4e8b\u5c45\u7136\u80fd\u4eb2\u81ea\u9ebb\u70e6\u592e\u884c\u884c\u957f\u51fa\u9a6c\u3002<\/p>\n\n\n\n Yi used a two-dimensional graph to show the regions\u2019 four resulting buckets: (1) rich with good credit culture; (2) rich with weak credit culture; (3) poor with good credit culture; and (4) poor with weak credit culture. His analysis contradicted the conventional wisdom that the credit culture in poor regions was worse because firms there were less capable of paying back their loans. He showed that in a poor province like Gansu, the loan quality of the banks was generally quite good, whereas in a rich province like Guangdong, the loan quality was surprisingly poor. He attributed this pattern to the credit culture unique to each region.\u00a0<\/p>\n\n\n\n \u6613\u884c\u957f\u5173\u4e8e\u4fe1\u8d37\u7684\u7814\u7a76\u8fd8\u662f\u86ee\u7b26\u5408\u56fd\u60c5\u7684\uff0c\u4e0d\u826f\u8d37\u6b3e\u66f4\u591a\u662f\u548c\u4fe1\u8d37\u6587\u5316\u76f8\u5173\uff0c\u800c\u4e0d\u662f\u8d2b\u5bcc\u3002\u4fe1\u8d37\u6587\u5316\u5176\u5b9e\u5c31\u662f\u4f20\u7edf\u6587\u5316\uff0c\u91cd\u4fe1\u91cd\u60c5\u7684\u624d\u6709\u672a\u6765\u3002<\/p>\n\n\n\n \u201cWhere there is a will, there is a way,\u201d I said. \u201cIf a person wants to do something well, then he can. However, to do it well, we must have a good incentive system, a system of reward and penalty. <\/p>\n\n\n\n \u201cI\u2019ve given much thought to this,\u201d I went on. \u201cChina had for a few thousand years the system of absolute monarchy, which we all know was a bad system. However, in some periods in its history, China was strong and prosperous. But why do we think absolute monarchy is no good?\u201d\u00a0A woman raised her hand. \u201cBecause there were too many bad emperors?\u201d she ventured.\u00a0\u201cThat\u2019s right,\u201d I said. \u201cIt is because such a system didn\u2019t have a way of getting rid of bad emperors who brought disasters to the country.\u201d\u00a0\u201cSimilarly, the state-owned system allows bad companies to continue to exist,\u201d I continued. \u201cThe market economy is better because it has a mechanism to get rid of bad apples.\u201d\u00a0<\/p>\n\n\n\n \u4e2d\u56fd\u51e0\u5343\u5e74\u7684\u4e13\u5236\u65f6\u4ee3\u4e5f\u6709\u5510\u5b8b\u6e05\u7b49\u4e0d\u5c11\u5174\u76db\u7684\u65f6\u4ee3\uff0c\u8d2b\u7a77\u4e0d\u662f\u4e13\u5236\u7684\u4e3b\u8981\u95ee\u9898\u3002\u4e13\u5236\u7684\u95ee\u9898\u662f\u6ca1\u6709\u5bf9\u6000\u9886\u5bfc\u7684\u6dd8\u6c70\u673a\u5236\uff0c\u8fd9\u65b9\u9762\u6bd4\u5e02\u573a\u5dee\u4e86\u597d\u591a\u3002<\/p>\n\n\n\n Repeated efforts by the bank staff to obtain the CSRC\u2019s approval proved futile. It never said no, but it would not say yes, either. Our application was in limbo.\u00a0I went to lobby the regulator at the highest level. In mid-May I took Liu Baorui, the SDB deputy president, and Wang Bomin, the bank\u2019s new CFO, to meet the CSRC chairman, Shang Fulin. Shang was courteous but direct. He said it would be impossible for SDB to be given the permission to do a rights issue any time soon. He told us that this had nothing to do with any problems within SDB; it was because all capital raising by listed companies had been suspended.\u00a0<\/p>\n\n\n\n \u5c1a\u4e3b\u5e2d\u4e5f\u662f\u9700\u8981\u4eb2\u81ea\u653b\u5173\u7684\u3002\u505c\u6b62\u4e86\u518d\u878d\u8d44\u8001\u5927\u4e5f\u6ca1\u62db\u3002<\/p>\n\n\n\n I have always thought that in investing, luck, good or bad, is an important factor in the eventual outcome. The other key success factor is acumen or good judgment. But one without the other will not lead to success in life.\u00a0<\/p>\n\n\n\n \u6295\u8d44\u83b7\u80dc\u7684\u4e24\u4e2a\u6cd5\u5b9d\uff1a\u8fd0\u6c14\u548c\u5224\u65ad\u540c\u6837\u91cd\u8981\uff0c\u7f3a\u4e00\u4e0d\u53ef\u3002<\/p>\n\n\n\n To stay under the 25% limit, we determined that GEC would be able to provide approximately $100 million in capital in exchange for about 7% ownership. That would translate into a valuation at about 2.5 times our investment cost, but still at a significant discount to the stock market price. Newbridge\u2019s holdings would be slightly diluted, but the equity capital per share <\/em>would actu- ally increase. However, even a private placement by a listed company required CSRC approval. And here our luck ran out. In the next few years, SDB would make repeated efforts to obtain approval for the GEC deal, but it was never granted.\u00a0<\/p>\n\n\n\n \u597d\u6536\u76ca\u4e5f\u9700\u8981\u76d1\u7ba1\u540c\u610f\u3002<\/p>\n\n\n\n He said Peter Ma had a strong wish to do a deal with us. He then offered to give Newbridge a put option for our SDB stake that guaranteed us a 35% IRR once we were ready to sell.\u00a0An IRR of 35% over five years would translate into 4.5 times our investment cost\u2014turning our $150 million investment into a guaranteed $675 million. That, I had to admit, was a rather generous offer, under any usual circumstances. Yet I did not think it was attractive enough. Assuming we would sell at the fifth anniversary of our investment, that 45% IRR would translate into six times our investment cost. That, I thought, would be good enough.\u00a0<\/p>\n\n\n\n 35%-45%\u7684\u5e74\u5316\u76f8\u5f53\u4e0d\u9519\u4e86\uff0c\u9a6c\u660e\u54f2\u8fd8\u662f\u6562\u4e8e\u5f00\u4ef7\u3002<\/p>\n\n\n\n Soon, Xu Jin called me back. The stock exchange said it wasn\u2019t possible to halt SDB\u2019s stock\u2019s trading for the morning session. Such requests had to be made before 9 a.m., after which time pre-market orders would be accepted and registered by the exchange for the opening at 9:30 a.m. Furthermore, the exchange officials advised him a request to halt trading had to be made in writing, including reasons and explanations. Under the rules of the stock exchange, once trading started, it could not be halted until the first session finished at 11:30 a.m.\u00a0But I received a thunderbolt, in the form of an e-mail from Jackson: Peter Ma no longer wanted us to halt trading, because PAIG was withdrawing from the deal.\u00a0<\/p>\n\n\n\n Ma was upset that we had failed to halt trading in time. He didn\u2019t know it wasn\u2019t our fault and it was his side who had kept making changes until it was too late. I pleaded with Jackson not to withdraw; we would miss our window of opportunity. I also promised that we would hold the agreed price even though the stock had traded higher. But all to no avail. He said his instructions were firm. <\/p>\n\n\n\n I thought there must have been a lack of communication within PAIG. Jackson spoke no Chinese, and Ma\u2019s English was limited; perhaps that had been the problem. Ma later told me that he had been on the call with the chairman of the exchange before trading began, and the chairman had not known anything of our request to halt trading. The chairman probably did not know his staff had already rejected our verbal request. But Ma assumed we had never made the request.\u00a0<\/p>\n\n\n\n When all was said and done, there would be no next day. SDB\u2019s stock price shot up 6% to 8.69 yuan at the close of trading. It never looked back, reaching 14.47 yuan by the end of the year. Given this surge, there was no chance SDB\u2019s board would approve the deal at the price PAIG had wanted. The window of opportunity had snapped shut.\u00a0<\/p>\n\n\n\n \u8bfa\u5927\u7684\u4e13\u4e1a\u673a\u6784\u3001\u8bfa\u5927\u7684\u96c6\u56e2\uff0c\u4e5f\u5c45\u7136\u4f1a\u6709\u56e0\u4e3a\u641e\u4e0d\u6e05\u695a\u505c\u724c\u65f6\u95f4\u800c\u628a\u4ea4\u6613\u641e\u7838\u7684\u4e8b\u60c5\u3002<\/p>\n\n\n\n In deal business, like on a battlefield or in so many other things in life, you really have to strike when the iron is hot, to seize the momentum or the moment, to win. If a fisherman slacks off when reeling in a big fish, the catch may snap the line and get away forever.\u00a0Often one cannot control the speed of decision- making processes. The key to success in dealmaking is best summarized in the Latin phrase carpe diem\u2014<\/em>seize the day.\u00a0<\/p>\n\n\n\n \u65f6\u673a\u662f\u5173\u952e\u3002<\/p>\n\n\n\n He proposed that Baosteel acquire all the economic interests of Newbridge\u2019s limited partners <\/em>or investors <\/em>in SDB, but still keep Newbridge itself in control.\u00a0The price Baosteel would pay was the average of closing prices for the five trading days prior to the date of the agreement; that computed to 40.5 yuan per share. I calculated the total proceeds to be about $2 billion, or about 13 times our original investment cost.\u00a0He said simply that he did not want industrial firms to control banks. On the proposed issuance by SDB of 5% of its shares to Baosteel, he said he would be fine with Baosteel receiving 5%, but not a board seat.\u00a0<\/p>\n\n\n\n \u5f53\u5e74\u5b9d\u94a2\u4e5f\u662f\u6709\u5fc3\uff0c\u53ef\u60dc\u76d1\u7ba1\u4e0d\u8ba9\u3002\u4e0d\u8ba9\u5b9e\u4e1a\u63a7\u5236\u94f6\u884c\uff0c\u9650\u5236\u4ea7\u878d\u7ed3\u5408\uff0c\u5c31\u662f\u5f53\u5e74\u7684\u76d1\u7ba1\u601d\u8def\u3002<\/p>\n\n\n\n I flew to Beijing and met with Chairman Liu of the CBRC on June 10. As usual, he was in a hurry. He greeted me warmly but said he had only 20 minutes. Liu was probably the most detail-oriented and hard-working regulator I had ever dealt with. He looked tired.\u00a0<\/p>\n\n\n\n \u771f\u4e0d\u5bb9\u6613\uff0c\u4e5f\u771f\u662f\u795e\u901a\u3002<\/p>\n\n\n\n SDB\u2019s stock price, which had already lost much ground from its highs in the 40s (yuan per share) in 2007, now slid to the single digits. It closed at 8.37 yuan at the end of October 2008, less than half the September 9 price, when I had last met with Liew in Shanghai. Under the circumstances, I had no illusion that PAIG, or anyone, would be willing to do a deal based on the old prices.\u00a0<\/p>\n\n\n\n \u8fc7\u5c71\u8f66\u884c\u60c5\uff0c\u4e00\u5982\u65e2\u5f80\u3002<\/p>\n\n\n\n To accommodate Bonderman\u2019s wish to see the big picture, TPG created a rule, no doubt at his request, that the first page\u2014and one page only\u2014of any deal memo or presentation for the IRC be referred to as the BUS, which stood for \u201cBonderman Ultimate Statement.\u201d<\/strong> The BUS would always provide a succinct description of a deal, a summary of key issues and points, pros and cons, and what decision was sought from the IRC.\u00a0<\/p>\n\n\n\n Bonderman\u7684\u4e00\u9875\u7eb8\u7eaa\u8981\uff0c\u6709\u8da3\u3001\u6709\u6548\u3002<\/p>\n\n\n\n On May 14, two days after that last email exchange, Ma called as I was driving through a tunnel on my way to the office. I slowed down a bit to pick up his call.\u00a0\u201cWeijian,\u201d he began, \u201care you talking with others?\u201d He was referring to SDB, of course.\u00a0\u201cWho told you?\u201d I asked without answering his question. In fact, we weren\u2019t talking with anyone else, but it wouldn\u2019t hurt if he thought we were.\u00a0It turned out that a senior insurance regulator had told him that China Life and PICC, both major state-owned insurance companies and com- petitors of PAIG, were talking with Newbridge to buy SDB. He asked if I could put a stop to those negotiations.\u00a0I was convinced by then that without a deadline, a deal would never happen. Time and again we had learned a lesson in deal-making: There was always tomorrow, always a new wrinkle, and people would always want to squeeze more from the other side, using every bit of time they were given.\u00a0Nothing motivates a buyer more than the risk of losing to potential competition. Ma swung into action immediately.\u00a0<\/p>\n\n\n\n \u9a6c\u8001\u677f\u81ea\u5df1\u4e0a\u94a9\u3002\u4fc3\u6210\u4ea4\u6613\u8fd8\u662f\u8981\u9760\u5931\u53bb\u7684\u6050\u60e7\uff0c\u800c\u4e0d\u662f\u5176\u4ed6\u3002<\/p>\n\n\n\n I laid out what I considered to be an easier path, involving three simple steps: PAIG would acquire our SDB shares, then it would buy another 20% of newly issued shares from the bank, and then SDB and Ping An Bank would merge through a share swap. I went through the basic terms I had discussed with Ma a few days before.\u00a0\u201cDavid, I think we got a deal,\u201d I began. \u201cNo more convertible bond. Just an option by us to take either cash or PAIG shares within 12 months.\u201d I explained the pricing mechanism and other details, pacing the hallway while I spoke. It took me just a minute or two to finish.\u00a0Bonderman was quiet, for perhaps three seconds. Three long seconds, it seemed.\u00a0\u201cThat works,\u201d he said. Then he added, blunt as ever, \u201cGet it done.\u201d And then he was off. Just like that, the call was over. \u590d\u6742\u7684\u4e8b\u60c5\uff0c\u51b3\u7edd\u7684\u51b3\u7b56\u3002<\/p>\n\n\n\n Ma was confident. \u201cThere are no problems that can\u2019t be solved,\u201d he said to me, \u201cbut there are people who can\u2019t solve problems.\u201d\u00a0That, I thought, was a problem-solver talking.\u00a0<\/p>\n\n\n\n \u6ca1\u6709\u89e3\u51b3\u4e0d\u4e86\u7684\u95ee\u9898\uff0c\u53ea\u6709\u89e3\u51b3\u4e0d\u4e86\u95ee\u9898\u7684\u4eba\u3002<\/p>\n\n\n\n In total, Newbridge received a payment of about $2.4 billion. After deducting a $139 million loan we had taken to exercise the warrants, the net proceeds of $2.27 billion represented more than 14 times our original $150 million investment in SDB.\u00a0<\/p>\n\n\n\n 14\u500d\u6536\u76ca\uff0c\u592a\u5de8\u5927\u4e86\u3002<\/p>\n\n\n\n I had never understood what Engels meant, though, because the official Chinese translation of \u201cthe kingdom of necessities\u201d was closer to \u201cthe kingdom of certainty\u201d in meaning. I had always been puzzled by what that meant\u2014breaking free from certainty seemed an oxymoron. Now I realized that the Chinese translation was completely wrong, and actually the opposite of what Engels meant. \u201cThe kingdom of necessities\u201d was really a kingdom of uncertainties, which was why man had to work for a living and therefore was not completely free to do whatever he wanted. <\/p>\n\n\n\n \u6069\u683c\u65af\u7684\u5fc5\u7136\u738b\u56fd\u548c\u81ea\u7531\u738b\u56fd\u3002\u5fc5\u7136\u738b\u56fd\u7684\u7ffb\u8bd1\u662f\u6709\u95ee\u9898\u7684\uff0c\u5b9e\u9645\u6ca1\u6709\u90a3\u4e48\u5fc5\u7136\u3002<\/p>\n","protected":false},"excerpt":{"rendered":" \u5927\u4f6c\u5355\u4f1f\u5065\u7684\u7b2c\u4e09\u672c\u4e66\uff0c\u8bb2\u5f53\u5e74\u6536\u8d2d\u548c\u51fa\u552e\u6df1\u53d1\u5c55\u7684\u6545\u4e8b\uff0c\u6bd4\u6211\u9884\u60f3\u7684\u7cbe\u5f69\u592a\u591a\u4e86\uff0c\u4e5f\u6bd4\u6536\u8d2d\u97e9\u56fd\u7b2c\u4e00\u94f6\u884c\u7684\u300a\u91d1\u94b1\u535a\u5f08\u300b\u8981 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As I knew well by now, Bonderman was like this. Even for complex\u00a0issues, he usually got it immediately and made decisions in rapid-fire fashion. I rarely needed to explain. And he wasted few words. I loved his style, loved it, as it fitted perfectly with me.\u00a0<\/p>\n\n\n\n