摩根士丹利的中金迷局 / Chinese aims of Morgan Stanley are Hit by Managers
作者：英国《金融时报》汉妮•桑德尔（Henny Sender） 2008-04-30
今年1月，当中金公司(CICC)在豪华的曼谷素可泰酒店(Sukhothai Hotel)召开季度董事会时，会上的气氛远远谈不上融洽。
When CICC, the Chinese investment bank part-owned by Morgan Stanley of the US, held its quarterly board meeting in the opulent Sukhothai Hotel in Bangkok in January, the mood was far from collegial.
美国投行摩根士丹利(Morgan Stanley)持有中金34%股权，它决意将股权出售。目前，该投行正遭受与美国次贷危机相关的逾90亿美元减记。而且只有当摩根士丹利出售中金股权后，中国监管机构才会允许它在华进一步开拓新的业务；另外，摩根士丹利也需要一切可能得到的现金。与此同时，以中国前国务院总理朱镕基之子朱云来(Levin Zhu)为首的中金公司中方管理层，则决定在与摩根士丹利分手前达成最有利的交易。
Morgan Stanley, reeling from more than $9bn (£4.5bn, €5.8bn) in write-offs related to America's subprime loans fiasco, was determined to sell its 34 per cent stake. Only when it rid itself of CICC would Beijing regulators allow it to undertake further initiatives in China and, besides, it needed all the cash it could get. At the same time, the Chinese management of CICC – headed by Levin Zhu, son of Zhu Rongji, the former prime minister – was determined to cut the best deal before severing the connection.
中金前雇员、现任里昂证券亚洲分部(CLSA)的分析师侯伟(Fraser Howie)表示，自1995年中金公司在北京钓鱼台国宾馆宣布成立以来，“中金公司一直是中国自身的一个缩影。”“它是观察中国的一个镜头”。在中国，将商业和政治区分开，通常是不太可能的。
Since its inception in 1995, announced in the elegant Diaoyutai State Guesthouse in Beijing, “CICC has been a microcosm of China itself,” says Fraser Howie, a former CICC employee who is now an analyst for CLSA, the regional stockbrokerage. “It is a lens through which to view the country” – a country where it is seldom possible to separate the commercial from the political.
在中国逐渐告别共产党控制一切的时代之际，围绕中金的争执反映出中国传统价值的韧力——如政府关系至关重要，尽管它也表现出资本主义的一面，但它巧妙地运用复杂融资，有时还是用来针对其外国合作伙伴。朱云来和其他人的关系网，帮助中金强大起来，而这些关系现在正成为摩根士丹利面临的阻碍。
As China moves away from the era when the Communist party controlled everything, the wrangle over the company reflects the endurance of old Chinese values – such as the critical importance of official connections – even as it shows a capitalist face where high finance has been adopted with such dexterity that its practices are sometimes used against international partners. Connections from Mr Zhu and others helped make CICC powerful and those connections are now helping to stymie Morgan Stanley.
在中金成立之初，摩根士丹利的高管十分高兴。在帮助中国企业在当地上市方面，中金当时几乎享有垄断地位，这使摩根士丹利获得了相对于其它外国竞争对手的优势。中方，即当时王岐山领导下的中国建设银行（王岐山如今担任主管中国金融服务业的副总理）也同样高兴，因为建行也获得了相对于其银行业竞争对手的类似优势。中金其它合作伙伴包括新加坡政府投资公司 (Government of Singapore Investment Corp)和香港地产大亨查懋声(Payson Cha)。
When CICC was formed, the Wall Street bank's leaders were exultant. CICC had a virtual monopoly on bringing Chinese companies to local stock markets, giving Morgan Stanley a boost over other foreign competitors. The Chinese side – China Construction Bank, then under Wang Qishan, who today is the powerful vice-premier in charge of financial services – was equally exultant, as CCB had scored a similar coup over its banking rivals. Other partners in the venture included the Government of Singapore Investment Corp and Payson Cha, a Hong Kong property tycoon.
在王岐山的引荐下，朱云来于1998年加盟中金，多年来一直保持低调。尽管在早期，摩根士丹利方面为中金引进高管，但后来形成了一个非正式的管理层，它越过了摩根士丹利，直接由朱云来控制。在今年1月份的董事会召开前，中金管理层几乎完全由中方控制。随着时间的推移，中方管理层逐渐积累了大约20%的股权。
Mr Zhu joined CICC in 1998, brought in by Mr Wang, and for years maintained a low profile. But while in its early days Morgan Stanley provided the joint venture's top executives, an informal line of control developed that bypassed them and led straight to Mr Zhu. By the time the January board meeting came round, top management of CICC was all but entirely in Chinese hands. Over time, the Chinese management had built up a stake of about 20 per cent.
他们都得到了不错的报偿：在前面提到的20%股权中，朱云来持有多少尚属未知。但据悉，去年他赚了1700万美元，高于前年的1000万美元。相比之下，中国高层政府官员每年薪酬只有区区1万美元。中国知名本土券商中信证券(Citic Securities)董事长王东明的收入，也远低于100万美元。
They were well compensated: how much of that 20 per cent is owned by Mr Zhu is not clear but he is understood last year to have made $17m, up from $10m the year before. By comparison, senior government officials in China earn as little as $10,000 year. Wang Dongming, chairman of Citic Securities, a prominent local stockbroker, receives well under $1m.
在素可泰酒店召开的董事会上，中金管理层利用摩根士丹利希望退出中金之机，要求获得更多股份，以提高持股比例。几位与会者表示，朱云来在会上保持沉默，但董事李弘(Susan Li)提出了一项股权激励计划。她警告，如果该计划得不到董事会的批准，可能导致大批高管离职。
At the board meeting in Bangkok, capitalizing on Morgan Stanley's wish to exit the venture, management of CICC demanded more shares to increase its stake. While Mr Zhu kept quiet, Susan Li, a director, presented an equity incentive plan, according to several participants. Failure by the board to endorse the plan would lead to a wave of senior defections, she warned.
在她发言后，中金投资银行部门主管丁玮激动地指出，中金是建立在管理层的血汗之上的。与会者表示，丁玮尖锐地问道，至于公司所有者，“他们为中金做了什么？”此言激怒了香港股东查懋声。
Her presentation was followed by an impassioned plea from Ding Wei, the head of CICC's investment banking division, noting that CICC was built from the blood and sweat of management. As for the owners, “what have they done for CICC?” Mr Ding asked pointedly, these people say. Mr Cha, the Hong Kong shareholder, was enraged.
就摩根士丹利出售中金股权的努力而言，中金管理层的要求不是个好兆头。摩根士丹利一直在与一些希望收购其所持中金股权的美国私人股本公司进行谈判，其中包括贝恩资本(Bain Capital)、凯雷(Carlyle)、CV Starr、JC Flowers和TPG。一位考虑收购中金这部分股权的私人股本公司负责人表示，这些潜在买家在担心“中金是个好公司，但里面存在着一些泡沫”。中国内地股市曾大幅飙升，但已经开始下跌，这些收购集团都不希望支付最高水平的价格。如今他们还担心，任何买家都将面对股权立即被稀释的危险。
Management's demands did not bode well for Morgan Stanley's efforts to shed CICC. The investment bank had been in talks with a number of US private equity firms interested in taking over its stake, including Bain Capital, Carlyle, CV Starr, JC Flowers and TPG. The potential buyers were already concerned that “CICC was a good company but there was a bit of a bubble”, according to the head of one private equity house that looked at CICC. The stock market had soared but was beginning a descent and none of the buy-out groups wanted to pay peak prices. Now there was the added concern that any purchaser would face immediate dilution.
朱云来和中金管理团队也向潜在买家表达自己的要求，不过方式更为委婉。在与其中一个买家谈判时，朱云来阐明了他的看法：在大多数经纪公司，半数股权由管理层持有，同时50%的收入作为薪酬。这个第二位潜在买家回忆道：“他表示，这是该行业通常的运作方式，有鉴于此，让我们谈一谈合理的方案，因为20%的比例过低。”
Mr Zhu and the management team at CICC were also voicing their demands to potential buyers, though more obliquely. In talks with one, Mr Zhu enunciated his understanding that in most brokerages, half the shares are owned by management and 50 per cent of revenue also goes in compensation. “He said, this is how the industry works normally and in light of that, let's talk about a reasonable package because 20 per cent is too low,” this second potential buyer recalls.
这位买家补充道，作为尽职调查程序的一部分，当他所供职的集团与中金管理层会面时，在原计划的四小时时间内，（中金）管理层花费了一个多小时，来陈述他们提高股权比例的要求。
When the buyer's group met management as part of its due diligence, managers spent more than an hour of the scheduled four hours expressing their demand for more ownership, this person adds.
除了要求得到更多股权以外，中金的高管还表示，他们希望与至少一家本土券商合并，同时称，马上上市可能是个难题。第二位潜在买家表示：“他们希望达成另一笔交易，这样一来薪酬在收入中所占的比例将会降低。”
In addition to their demand for more equity, CICC top executives also said they would like to merge with at least one more local brokerage firm and suggested that going public any time soon would be a problem. “They wanted to do another deal so compensation as a percentage of revenue would be lower,” the second potential buyer says.
在得知管理层不愿上市后，一家初期参与竞购的公司退出了竞争。私人股本公司很少在没有明确退出方案的情况下进行投资，而最明显的退出方案就是将中金上市。
Learning that management was reluctant to list led one early bidder to drop out of the auction. Private equity firms rarely make investments without a clear exit plan and the most obvious would be to take CICC public.
摩根士丹利通过这些股权筹资10亿美元的希望似乎落空了。以朱云来为首的管理层拥有相当大的议价能力，这不仅仅是因为只有出售了这些股权，摩根士丹利才能在中国采取新的行动。此外，正是朱云来的关系，使得中金公司如此值钱。
Morgan Stanley's hopes of raising $1bn for its stake appeared to be dashed. Management led by Mr Zhu had considerable leverage, not least because Morgan Stanley could not undertake new initiatives in China until it shed the holding. In addition, it was Mr Zhu's connections that made the company so valuable.
代表第二家私人股本公司了解中金的合伙人表示：“中金是一招鲜。”这一招就是将国有企业上市。要想赢得这些企业的承销及保荐委托，最重要的是与关键的政府及党内官员建立关系——而朱云来拥有大量的此类关系。一位中金前员工表示：“他去见省领导人时，见的是曾为他父亲工作过的官员。他是靠着父荫赚钱的。”
“It is a one-trick pony,” the partner looking at CICC on behalf of the second private equity firm says. That one trick consists of listing state enterprises. To win the mandate for these, the most important requirement is to have relationships with key government and party officials – something that Mr Zhu has in abundance. “When he meets provincial governors, he is meeting officials who worked for his father,” says one former CICC staffer. He has monetized his father's career.”
无可否认，朱云来建立了一项业务，并为包括摩根士丹利在内的股东赚到了钱。摩根士丹利的初始投资为3500万美元，现在至少增长两倍，获得了丰厚的回报。朱云来不仅能赢得授权，还知道如何行使这些权力。对如何从国有企业僵死的躯壳中缔造出赢利的公司，朱云来已是一个专家。
Yet Mr Zhu has undeniably built a business and made money for his shareholders, including Morgan Stanley. Morgan Stanley has already made a healthy return on its $35m initial investment, at least tripling its money. He not only wins mandates but knows how to execute them. He has become expert at the complicated carve-outs that hack profitable companies out of the carcasses of state-owned enterprises.
“他在这个体系中玩得转，”朱云来一位前下属表示。“如果说这种情况不公平，那是因为这个体系不公平。”
“He works the system,” says the former staffer of Mr Zhu. “If the situation is unfair, it is the unfairness of the system.”
作者：英国《金融时报》汉妮•桑德尔（Henny Sender） 2008-04-30
今年1月，当中金公司(CICC)在豪华的曼谷素可泰酒店(Sukhothai Hotel)召开季度董事会时，会上的气氛远远谈不上融洽。
When CICC, the Chinese investment bank part-owned by Morgan Stanley of the US, held its quarterly board meeting in the opulent Sukhothai Hotel in Bangkok in January, the mood was far from collegial.
美国投行摩根士丹利(Morgan Stanley)持有中金34%股权，它决意将股权出售。目前，该投行正遭受与美国次贷危机相关的逾90亿美元减记。而且只有当摩根士丹利出售中金股权后，中国监管机构才会允许它在华进一步开拓新的业务；另外，摩根士丹利也需要一切可能得到的现金。与此同时，以中国前国务院总理朱镕基之子朱云来(Levin Zhu)为首的中金公司中方管理层，则决定在与摩根士丹利分手前达成最有利的交易。
Morgan Stanley, reeling from more than $9bn (£4.5bn, €5.8bn) in write-offs related to America's subprime loans fiasco, was determined to sell its 34 per cent stake. Only when it rid itself of CICC would Beijing regulators allow it to undertake further initiatives in China and, besides, it needed all the cash it could get. At the same time, the Chinese management of CICC – headed by Levin Zhu, son of Zhu Rongji, the former prime minister – was determined to cut the best deal before severing the connection.
中金前雇员、现任里昂证券亚洲分部(CLSA)的分析师侯伟(Fraser Howie)表示，自1995年中金公司在北京钓鱼台国宾馆宣布成立以来，“中金公司一直是中国自身的一个缩影。”“它是观察中国的一个镜头”。在中国，将商业和政治区分开，通常是不太可能的。
Since its inception in 1995, announced in the elegant Diaoyutai State Guesthouse in Beijing, “CICC has been a microcosm of China itself,” says Fraser Howie, a former CICC employee who is now an analyst for CLSA, the regional stockbrokerage. “It is a lens through which to view the country” – a country where it is seldom possible to separate the commercial from the political.
在中国逐渐告别共产党控制一切的时代之际，围绕中金的争执反映出中国传统价值的韧力——如政府关系至关重要，尽管它也表现出资本主义的一面，但它巧妙地运用复杂融资，有时还是用来针对其外国合作伙伴。朱云来和其他人的关系网，帮助中金强大起来，而这些关系现在正成为摩根士丹利面临的阻碍。
As China moves away from the era when the Communist party controlled everything, the wrangle over the company reflects the endurance of old Chinese values – such as the critical importance of official connections – even as it shows a capitalist face where high finance has been adopted with such dexterity that its practices are sometimes used against international partners. Connections from Mr Zhu and others helped make CICC powerful and those connections are now helping to stymie Morgan Stanley.
在中金成立之初，摩根士丹利的高管十分高兴。在帮助中国企业在当地上市方面，中金当时几乎享有垄断地位，这使摩根士丹利获得了相对于其它外国竞争对手的优势。中方，即当时王岐山领导下的中国建设银行（王岐山如今担任主管中国金融服务业的副总理）也同样高兴，因为建行也获得了相对于其银行业竞争对手的类似优势。中金其它合作伙伴包括新加坡政府投资公司 (Government of Singapore Investment Corp)和香港地产大亨查懋声(Payson Cha)。
When CICC was formed, the Wall Street bank's leaders were exultant. CICC had a virtual monopoly on bringing Chinese companies to local stock markets, giving Morgan Stanley a boost over other foreign competitors. The Chinese side – China Construction Bank, then under Wang Qishan, who today is the powerful vice-premier in charge of financial services – was equally exultant, as CCB had scored a similar coup over its banking rivals. Other partners in the venture included the Government of Singapore Investment Corp and Payson Cha, a Hong Kong property tycoon.
在王岐山的引荐下，朱云来于1998年加盟中金，多年来一直保持低调。尽管在早期，摩根士丹利方面为中金引进高管，但后来形成了一个非正式的管理层，它越过了摩根士丹利，直接由朱云来控制。在今年1月份的董事会召开前，中金管理层几乎完全由中方控制。随着时间的推移，中方管理层逐渐积累了大约20%的股权。
Mr Zhu joined CICC in 1998, brought in by Mr Wang, and for years maintained a low profile. But while in its early days Morgan Stanley provided the joint venture's top executives, an informal line of control developed that bypassed them and led straight to Mr Zhu. By the time the January board meeting came round, top management of CICC was all but entirely in Chinese hands. Over time, the Chinese management had built up a stake of about 20 per cent.
他们都得到了不错的报偿：在前面提到的20%股权中，朱云来持有多少尚属未知。但据悉，去年他赚了1700万美元，高于前年的1000万美元。相比之下，中国高层政府官员每年薪酬只有区区1万美元。中国知名本土券商中信证券(Citic Securities)董事长王东明的收入，也远低于100万美元。
They were well compensated: how much of that 20 per cent is owned by Mr Zhu is not clear but he is understood last year to have made $17m, up from $10m the year before. By comparison, senior government officials in China earn as little as $10,000 year. Wang Dongming, chairman of Citic Securities, a prominent local stockbroker, receives well under $1m.
在素可泰酒店召开的董事会上，中金管理层利用摩根士丹利希望退出中金之机，要求获得更多股份，以提高持股比例。几位与会者表示，朱云来在会上保持沉默，但董事李弘(Susan Li)提出了一项股权激励计划。她警告，如果该计划得不到董事会的批准，可能导致大批高管离职。
At the board meeting in Bangkok, capitalizing on Morgan Stanley's wish to exit the venture, management of CICC demanded more shares to increase its stake. While Mr Zhu kept quiet, Susan Li, a director, presented an equity incentive plan, according to several participants. Failure by the board to endorse the plan would lead to a wave of senior defections, she warned.
在她发言后，中金投资银行部门主管丁玮激动地指出，中金是建立在管理层的血汗之上的。与会者表示，丁玮尖锐地问道，至于公司所有者，“他们为中金做了什么？”此言激怒了香港股东查懋声。
Her presentation was followed by an impassioned plea from Ding Wei, the head of CICC's investment banking division, noting that CICC was built from the blood and sweat of management. As for the owners, “what have they done for CICC?” Mr Ding asked pointedly, these people say. Mr Cha, the Hong Kong shareholder, was enraged.
就摩根士丹利出售中金股权的努力而言，中金管理层的要求不是个好兆头。摩根士丹利一直在与一些希望收购其所持中金股权的美国私人股本公司进行谈判，其中包括贝恩资本(Bain Capital)、凯雷(Carlyle)、CV Starr、JC Flowers和TPG。一位考虑收购中金这部分股权的私人股本公司负责人表示，这些潜在买家在担心“中金是个好公司，但里面存在着一些泡沫”。中国内地股市曾大幅飙升，但已经开始下跌，这些收购集团都不希望支付最高水平的价格。如今他们还担心，任何买家都将面对股权立即被稀释的危险。
Management's demands did not bode well for Morgan Stanley's efforts to shed CICC. The investment bank had been in talks with a number of US private equity firms interested in taking over its stake, including Bain Capital, Carlyle, CV Starr, JC Flowers and TPG. The potential buyers were already concerned that “CICC was a good company but there was a bit of a bubble”, according to the head of one private equity house that looked at CICC. The stock market had soared but was beginning a descent and none of the buy-out groups wanted to pay peak prices. Now there was the added concern that any purchaser would face immediate dilution.
朱云来和中金管理团队也向潜在买家表达自己的要求，不过方式更为委婉。在与其中一个买家谈判时，朱云来阐明了他的看法：在大多数经纪公司，半数股权由管理层持有，同时50%的收入作为薪酬。这个第二位潜在买家回忆道：“他表示，这是该行业通常的运作方式，有鉴于此，让我们谈一谈合理的方案，因为20%的比例过低。”
Mr Zhu and the management team at CICC were also voicing their demands to potential buyers, though more obliquely. In talks with one, Mr Zhu enunciated his understanding that in most brokerages, half the shares are owned by management and 50 per cent of revenue also goes in compensation. “He said, this is how the industry works normally and in light of that, let's talk about a reasonable package because 20 per cent is too low,” this second potential buyer recalls.
这位买家补充道，作为尽职调查程序的一部分，当他所供职的集团与中金管理层会面时，在原计划的四小时时间内，（中金）管理层花费了一个多小时，来陈述他们提高股权比例的要求。
When the buyer's group met management as part of its due diligence, managers spent more than an hour of the scheduled four hours expressing their demand for more ownership, this person adds.
除了要求得到更多股权以外，中金的高管还表示，他们希望与至少一家本土券商合并，同时称，马上上市可能是个难题。第二位潜在买家表示：“他们希望达成另一笔交易，这样一来薪酬在收入中所占的比例将会降低。”
In addition to their demand for more equity, CICC top executives also said they would like to merge with at least one more local brokerage firm and suggested that going public any time soon would be a problem. “They wanted to do another deal so compensation as a percentage of revenue would be lower,” the second potential buyer says.
在得知管理层不愿上市后，一家初期参与竞购的公司退出了竞争。私人股本公司很少在没有明确退出方案的情况下进行投资，而最明显的退出方案就是将中金上市。
Learning that management was reluctant to list led one early bidder to drop out of the auction. Private equity firms rarely make investments without a clear exit plan and the most obvious would be to take CICC public.
摩根士丹利通过这些股权筹资10亿美元的希望似乎落空了。以朱云来为首的管理层拥有相当大的议价能力，这不仅仅是因为只有出售了这些股权，摩根士丹利才能在中国采取新的行动。此外，正是朱云来的关系，使得中金公司如此值钱。
Morgan Stanley's hopes of raising $1bn for its stake appeared to be dashed. Management led by Mr Zhu had considerable leverage, not least because Morgan Stanley could not undertake new initiatives in China until it shed the holding. In addition, it was Mr Zhu's connections that made the company so valuable.
代表第二家私人股本公司了解中金的合伙人表示：“中金是一招鲜。”这一招就是将国有企业上市。要想赢得这些企业的承销及保荐委托，最重要的是与关键的政府及党内官员建立关系——而朱云来拥有大量的此类关系。一位中金前员工表示：“他去见省领导人时，见的是曾为他父亲工作过的官员。他是靠着父荫赚钱的。”
“It is a one-trick pony,” the partner looking at CICC on behalf of the second private equity firm says. That one trick consists of listing state enterprises. To win the mandate for these, the most important requirement is to have relationships with key government and party officials – something that Mr Zhu has in abundance. “When he meets provincial governors, he is meeting officials who worked for his father,” says one former CICC staffer. He has monetized his father's career.”
无可否认，朱云来建立了一项业务，并为包括摩根士丹利在内的股东赚到了钱。摩根士丹利的初始投资为3500万美元，现在至少增长两倍，获得了丰厚的回报。朱云来不仅能赢得授权，还知道如何行使这些权力。对如何从国有企业僵死的躯壳中缔造出赢利的公司，朱云来已是一个专家。
Yet Mr Zhu has undeniably built a business and made money for his shareholders, including Morgan Stanley. Morgan Stanley has already made a healthy return on its $35m initial investment, at least tripling its money. He not only wins mandates but knows how to execute them. He has become expert at the complicated carve-outs that hack profitable companies out of the carcasses of state-owned enterprises.
“他在这个体系中玩得转，”朱云来一位前下属表示。“如果说这种情况不公平，那是因为这个体系不公平。”
“He works the system,” says the former staffer of Mr Zhu. “If the situation is unfair, it is the unfairness of the system.”
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