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    The east eyesthe west coastThe emerging trendsin Chinese capital

    and its impact on BCprivate companies

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    The east eyes the west coast

    Foreword

    When Deng Xiaoping transormed modern China rom acommunist state to a de acto market economy with his

    Open Door Policy in 1978, the country nally opened the

    door to oreign investments. That was 35 years ago.

    Up until recently, however, when we hear about Canada-

    China cross-border mergers and acquisitions (M&A) deals,

    we oten think o the billion dollar public company energy

    and resources deals. But is there an opportunity or BC

    private companies to tap into coveted capital rom China?

    With this question in mind, Deloitte set out to explore

    the opportunities and challenges involved in partnering

    with Chinese capital. Speaking to Chinese investors,

    international banks, Canadian law rms and the BC private

    companies who have taken this great leap orward, we

    see Chinese capital as an untapped source o capital or

    BC entrepreneurs.

    Our point o view:

    As the ocus on the naturalresources and energy sectorsshits, we predict that moreChinese investors will eye BCprivate companies as a hot

    target or capital deployment.For BC private companies, thisrepresents the opportunity toaccess both capital and agrowing market.

    In this report, we aim to share with you our point o view

    on Chinese capital, and our insights on the opportunities

    and pitalls or BC private companies to be mindul o.

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    While the energy industry has

    been under the spotlight in

    recent years, in the next decadewell see the emergence o

    investments in other industries,

    such as lie sciences, agriculture

    and high tech. Investment in

    energy may not slow down, but

    other industries will catch up.

    Christopher Roberge, Partner, Deloitte Canada, and Managing Director,

    Asia Pacic International Core o Excellence, Hong Kong

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    The east eyes the west coast 3

    Strategic industries

    per Chinas twelfth Five-Year Plan

    Examples of BC companies in each

    strategic industry

    Energy conservation and environmental protection

    Energy reduction

    Westport

    Nexterra

    Next generation IT

    Broadband networks, Internet security inrastructure, network

    convergence

    Sierra Systems

    Alpha Technologies

    Bio-technology/lie sciences

    Drugs and medical devices

    Stemcell Technologies

    QLT Inc.

    High-end equipment manuacturingAerospace and telecom equipment AvcorpNorsat International

    Alternative energy

    Nuclear, wind, solar

    Sea Breeze Energy

    Alterra Power Corp

    Advanced materials

    Rare earth and high-end semiconductors

    Commerce Resources Corp

    Unit Electrical Engineering Ltd

    Clean-energy automobilesAutomotive Fuel Cell Cooperation

    Ballard

    A mandate rom the top

    Chinas twelth Five-Year Plan emphasizes a shit to aconsumer-based economy, creating opportunities or

    Canadian high-tech, clean-tech, lie sciences and health

    care sectors.

    We have compiled an illustrative list o innovative BC

    companies in accordance with their classications within the

    strategic industries above. While some o these companies

    may be publicly traded rather than privately held, they serve

    as a good indicator o the products and services that are

    highly sought-ater by Chinese investors.

    The Chinese government has mandated that therenminbi (RMB) will become an international currency.Through oreign investments in Canadian businesses,they hope to diversiy the use o the RMB. Executive, major Chinese bank

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    RMB$1.5 trillion (approximately C$250 billion) is rumoredto be invested in the development o the seven strategic

    industries over the 2011 to 2015 time rame1, through both

    Chinese domestic development and outbound investment.

    Encouraging private and public Chinese capital to fow

    into these strategic industries is a major goal or the

    Chinese government, who hopes to acilitate both learning

    opportunities and strategic collaborations with oreign

    businesses.

    Chinas top economic planner, the National Development

    and Reorm Commission (NDRC), will also relax rules on

    overseas investments by Chinese companies. Eective

    March 2011, the commission exempts non-resource-related

    overseas investments worth less than US$100 million rom

    obtaining approval rom the NDRC. We expect this policy to

    signicantly expedite outbound investments or BC private

    companies.

    More recently, China and Canada concluded negotiations

    on the Foreign Investment Promotion and Protection

    Agreement during Canadian Prime Minister Stephen

    Harpers visit to China in February 2012. The agreement

    urges local governments in China to provide more support

    or oreign investment.2

    1 Reuters, China mulls $1.5 trillion strategic industries boost: sources, December 2010,http://www.reuters.com/article/2010/12/03/us-china-economy-investment-idUSTRE6B16U920101203

    2 China Daily USA, Chinese investments to maintain ast growth in Canada, April 2012,http://usa.chinadaily.com.cn/business/2012-04/19/content_15086647.htm

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    The current marketplace

    Global M&A led by Chinese companiesChina has been a leading orce in global M&A transactions.

    In the past decade, outbound investment by Chinese buyers

    increased dramatically, hitting a new peak o US$74.7 billion

    in 2011.3

    Chinas annual oreign direct investment (FDI) increased by

    nearly 30 times between 2002 and 2011, demonstrating

    an exploding appetite or oreign investment. Even during

    the global nancial crisis rom 2008 to 2010, FDI rose by

    a robust 32%, at a time when global FDI contracted by

    37%.3 These incredible growth rates demonstrate thatChinas need or overseas projects, including resources and

    technology, is on a steep upward trend.

    While historical data is encouraging, will this trend

    continue?

    Interestingly, although Chinas gross domestic product (GDP

    accounts or 10% o world GDP3, the countrys FDI still

    only accounts or 4.4% o global FDI fows. This mismatch

    implies that there is room or growth in Chinas FDI.

    Impact on BCA desire to invest in BC companies is both government

    driven and consumer driven. Earlier, we listed the industries

    identied by Chinas twelth Five-Year Plan seven strategic

    industries that represent investment targets emphasized bythe Chinese government. Consumer demand in the East,

    however, also leads to oreign investment in sectors outside

    o those named in the twelth Five-Year Plan. In particular,

    we see increased activity in BCs ood and beverage and

    agriood sectors.

    0

    10

    20

    30

    40

    50

    60

    70

    80

    0%

    1%

    2%

    3%

    4%

    5%

    6%

    1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011

    21.222.5

    52.2

    68.8

    74.7

    Chinas annual FDI flows (Lhs) Chinas annual FDI flows as % of world total (Rhs)

    Chinas Foreign Direct Investment 1983 to 2011

    US$

    billions

    56.5

    3 Chinas Big Bang will revolutionise its nancial system, November 2012, HSBC Bank plc.,

    Source: Chinas Big Bang will revolutionise its nancial system, November 2012, HSBC Bank plc.

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    The east eyes the west coast 7

    Case study: Shellfsh FarmA BC-based aquaculture company that specializes in

    arming shellsh has recently signed an agreement to

    sell a minority stake to a Chinese investor.

    Quality o water has been an ongoing challenge or

    shellsh arms in China, leading to a huge unmet

    demand in China or resh shellsh. Canadian water

    is widely seen as pristine and unpolluted, and Chinese

    consumers trust the quality o shellsh armed in BC.

    Some shellsh are also indigenous to British Columbia,

    such as the geoduck clam, which is considered a

    delicacy by many in China. Geoduck exports rom North

    America have grown rapidly and are estimated to total

    more than C$100 million each year. 4

    The BC aquaculture company was able to benet rom

    the emerging trend o seaood demand in Asia and tap

    into resources unique to BC. According to the owner

    o the company, investors are willing to pay a premium

    or a stake in this BC company because they understand

    the rising demand or the product, and the value o the

    product being backed by a Canadian brand.

    Case in point: AgrioodIn BC, the agriood industry has been drawing attention

    due to the Chinese populations growing awareness o ood

    saety. Known or its quality and cleanliness, BC agriood

    products are more in demand than ever. Furthermore, BCs

    strategic geographic location allows or easy transportation

    o perishable goods to China.

    I you operate an agriood company, ask yoursel the

    ollowing questions:

    1. Have I seen the price o my product rise in the last

    ew years due to growing demand?

    2. Is my product armed or cultivated exclusively in

    Canada?

    3. Does my business have the right inrastructure to

    meet a much larger volume o sales?

    Water quality is an issuethat cant be fxed in the next5 to 10 years in China, so wesee a big opportunity or us.

    Owner, BC aquaculture company

    4 Financial Post, Will Jim Trelvings wallet clam up?, March 2012,http://business.nancialpost.com/2012/03/19/will-jim-trelvings-wallet-clam-up/

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    Case in point: Clean energy

    Chinas exploding economy creates a massive appetite or

    clean energy. Part o Chinas twelth Five-Year Plan ocuses

    on the development o sustainable and renewable energy,

    which includes solar, wind and waste water treatment. To

    support this, the Chinese government is oering incentives

    or companies in this sector, such as tax breaks and

    subsidies or land and employee training.

    Case study: Clean-tech

    Deloitte was engaged by a Chinese state-owned

    enterprise (SOE) who was mandated to invest in

    wind power projects in BC. The SOE is an equipment

    manuacturer looking at a wide range o wind power

    assets, including early-stage greeneld wind projects

    that have not secured a power purchase agreement.

    This client was motivated by the prospect o being able

    to place its turbines on a project being the rst to do

    so beore its global competitors enter the BC market.

    This is an emerging trend in BC that has been evident

    in Ontario or some time. On July 13, 2012, Longyuan

    Power Group Corp, a subsidiary o the Big 5 Chinese

    energy rm SOE Guodian, signed a share purchase

    agreement with Canadas Farm Owned Power

    (Melancthon) Ltd. According to Zhu Yongpeng, General

    Manager and Deputy Secretary o the Leading Party

    Group o Guodian, this is the rst energy project that

    Guodian has invested in overseas.5

    I you operate a clean-tech company, ask yoursel the

    ollowing questions:

    1. Do I know the Chinese strategic players in the

    renewable energy sector?

    2. Have I consulted any proessional rms to set up

    connections with potential Chinese investors?

    3. Do I understand what the Chinese investors want

    out o a joint venture with me?

    Clean energy is the key or the economic transition o Chinaand also one o the key industries in the uture. The onlyplace where President Obama mentioned China in his Stateo the Union Address in 2012 was its shit to clean energy.Our company made signifcant investments in clean energyoverseas and has looked into wind power projects in NorthAmerica. We believe that wind power has signifcant

    potential in both economic and environmental terms. Executive, large Chinese state-owned enterprise

    5 China Guodian, China Longyuan Power Acquires a Canadian Wind Power Project, July 2011,http://www.clypg.com.cn/en/newscenter/headlinenews/268829.shtml

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    Case in point: Lie sciencesWith the twelth Five-Year Plan aiming to modernize Chinas

    rural economy and improve its health care system, a new

    business opportunity emerges or Canadian companies in

    health care services, pharmaceuticals, and medical devices

    manuacturing. For example, Chinas Ministry o Health

    indicated that it aims to increase patient visits at private

    hospitals in China rom 8% in 2012 to 20% by 2015.

    To achieve this, Chinas Foreign Investment Catalog was

    updated in January 2012 to refect the encouragement o

    private investment in public hospitals.6

    According to the Asia Pacic Foundation o Canada, the

    pharmaceutical markets in China have grown more than

    16% annually or the past ve years, and are orecast to

    continue double-digit growth rates until at least 2015.

    In BC, health care innovation makes local companies

    attractive to Chinese investors who are willing to inject their

    capital in exchange or a share in the technologys prot

    potential, especially ater scaling up to the larger Chinese

    market.

    I you operate a lie sciences company, ask yoursel the

    ollowing questions:

    1. Am I aware o any competitors in my industry that

    have established R&D acilities or distributorship

    arrangements oshore?

    2. Does it make sense or my business both nancially

    and strategically to conduct R&D or to license my

    product in Asia?

    3. Have I considered the implications o outsourcing

    R&D oshore versus partnering with a Chinese

    company to conduct R&D in-house?

    4. Do I know how to go about establishing business

    partnerships with Asian lie sciences companies?

    Case study: WelichemSome BC biotech rms realize the value o partnering

    with a Chinese company, such as the reduction o drug

    development cost i clinical trials can be outsourced to

    Chinese partners.

    Vancouver-based Welichem Biotech, or example, has

    a joint venture set up with Chinese pharmaceutical

    companies Weihe Pharmaceutical o Yuxi and Celestial

    Pharmaceuticals o Shenzhen. In 2005, Welichem

    entered into an agreement with the two Chinese

    companies to construct a research and development

    (R&D) laboratory in the Yunnan province o China. The

    acility will ocus on developing Welichems technology

    and explore other innovations or pharmaceutical

    application. Through Celestial, Welichem is able to

    expedite the testing process o a cancer drug candidate

    as well as the ling or clinical trial approval in China.

    Welichem will also benet rom the Chinese investors

    planned investment o US$50 million over three years.7

    6 CNBC, China Taps Private Hospitals in OverhaulWill It Work?, October 2012,http://www.cnbc.com/id/49250873/China_Taps_Private_Hospitals_in_Overhaul_Will_It_Work

    7 TMX Money, Welichem Biotech Inc. (WBI), November 2005,

    http://tmx.quotemedia.com/article.php?newsid=3267089&qm_symbol=WBI

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    The evolving ace o the chinese investorChinese SOEs have traditionally been the driving orce o

    oreign investment. Besides continuously seeking global

    business opportunities, SOEs are also ocusing on doing

    deals properly with the help o advisors. Greater emphasis

    is now placed on governance than ever beore. The

    Chinese state-owned Asset Supervision and Administration

    Commission (SASAC) was established to audit and govern all

    SOEs, putting more pressure on justiying the use o unds

    and investment cases.

    Private companies are already planning to make oreign

    investments, especially in the key industries emphasized

    by the Ministry o Commerce. Wang Yusuo, Chairman o

    the Xinao Group expressed during his speech at the 201

    Durban International Conerence: According to statistic

    among Chinese top 500 private companies, more than

    hal have operations related to new energy and clean

    technologies. During the eleventh Five-Year Plan period,

    these companies have invested more than RMB$200 bill

    in the clean technology sector, creating value exceeding

    RMB$700 billion. This is a great accomplishment.

    Many Chinese privately owned enterprises have a solid

    going-out strategy. With private companies already

    accounting or nearly hal o Chinas outbound investme

    in 2011, they are expected to play a greater role going

    orward.8

    While the largest transactions are rom the SOEs, I seemore and more private companies playing signifcant roles inoverseas investment. The current trend o private companiesoutbound investment is similar to that o Japanesecompanies in the mid-1980s, with a double-digit growth rateper year, over at least 10 to 15 years. Private companies romthe Jiangsu and Zhejiang provinces are relatively strong in

    terms o their capital and strategic planning. Je Xu, Tax Partner, Deloitte Shanghai and Eastern China Leader o Deloitte Global Business Tax Services

    Private enterprises will defnitely play a more and moreimportant role in the process o the nations outbound direct

    investment activities. They will probably surpass state-ownedenterprises as the major orce o Chinas investment wave.

    Shi Ziming, Commercial Counselor at the Department o Outward Investment

    and Economic Cooperation o the Chinese Ministry o Commerce

    8 Forbes, Get Ready For More China Overseas Investment, October 2012,http://www.orbes.com/sites/jackperkowski/2012/10/03/get-ready-or-more-china-overseas-investment/

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    SOEs are not in thebusiness o taking risks.

    Partner, major international law rm

    Canadian Inward Foreign Direct Investment from Asia(C$ millions)

    1980 1990 2008 2011

    Japan 605 5,222 12,411 12,789

    China - - 5,665 10,905

    South Korea - 312 1,425 6,078

    Australia 74 758 5,167 5,617

    India - - 6,514 4,396

    Taiwan - 19 95 134

    Singapore - 88 226 39

    Hong Kong, SAR 51 1,374 - -

    Malaysia - - 64 -

    New Zealand - - 43 -

    Philippines - - - -

    Thailand - - 3 -

    Total Asia 730 7,773 31,613 39,958

    Source: Asia Pacic Foundation o Canada

    (Figures include mergers and acquisitions as well as greeneldinvestments, or construction o new plants and acilities.)

    Progress in CanadaJapan has traditionally provided the bulk o Asian direct investment dollars

    in Canada; however, its Canadian FDI growth rate has noticeably declined in

    comparison to other Asian countries such as China.

    According to Lin Ning, Deputy Director-General o the Economic Inormation

    Department o the China Council or the Promotion o International Trade,

    China is now the second-largest trade partner o Canada.9

    9 China Daily USA, Chinese investments to maintain ast growth in Canada, April 2012,http://usa.chinadaily.com.cn/business/2012-04/19/content_15086647.htm

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    Worlds largesteconomies in 2011

    Nominal GDP inbillions of US$ 201110

    Protecting investorsrank 201211

    Ease of doingbusiness rank 201211

    CorruptionPerceptions Index

    rank 201212

    United States 15,075.68 6 4 19

    China 7,298.15 100 91 80

    Japan 5,866.54 19 20 17

    Germany 3,607.36 100 19 13

    France 2,778.09 82 29 22

    Brazil 2,492.91 82 126 69

    United Kingdom 2,431.31 10 7 17Italy 2,198.73 49 87 72

    Russia 1,850.40 117 120 133

    India 1,826.81 49 132 94

    Canada 1,738.95 4 13 9

    Australia 1,486.91 70 15 7

    Spain 1,479.56 100 44 30

    Canada: A sae haven or oreign capitalThe reason behind the numbers is not accidental. Canada

    has long been perceived as a country receptive to FDI,

    due to its stable and riendly political and investment

    environment.

    A large group o non-state-owned Chinese enterprises

    are attracted to Canada because o advanced Canadian

    technology, Canadas market access to the US, and a

    dynamic labour orce. Yuen Pau Woo, CEO o the Asia

    Pacic Foundation

    A survey conducted by the Asia Pacic Foundation oCanada on 1,377 Chinese small and medium-sized rms

    revealed that nearly 56% o those companies intending

    to invest said that they would like to set up their own

    distribution and sales channels in Canada, while 22%

    preerred joint ventures. Another 12% preerred to merge

    with local companies, while 10% would set up their own

    wholly owned manuacturing base in Canada.

    Canada is also consistently ranked among the best in

    metrics such as protecting investors rights, ease o doing

    business and low perceived corruption.

    Global Country Rankings 2012

    10 International Monetary Fund, World Economic Outlook Database

    11 The World Bank, Doing business in a more transparent world, 2012,http://www.doingbusiness.org/~/media/GIAWB/Doing%20Business/Documents/Annual-Reports/English/DB12-FullReport.pd

    12 Transparency.org, Corruption Perceptions Index 2012,http://www.transparency.org/cpi2012/results

    Canada oers the most transparent process and alaw system that investors eel they can operate under.

    Executive, major Chinese bank

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    The east eyes the west coast 13

    My concern is that we need toget small and medium-sizedbusinesses much more engaged

    in the China story or theyll beshut out o the global supplychains. Too many small andmedium enterprises are tooconservative and too reliant onthe United States.

    Peter Harder, President o the Canada China Business Council

    Our point o view

    As the ocus on the natural resources and energy sectorsshits, we predict that more Chinese investors will eye BC

    private companies as a hot target or capital deployment.

    For BC private companies, this represents the opportunity to

    access both capital and a growing market.

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    14 The east eyes the west coast

    I run a BC private company.

    What opportunities are there or me?

    Case study: Russell Breweries

    A leading Western Canada brewer, Russell Breweries

    brews, markets, sells and distributes a portolio o

    award-winning beers produced in BC and Manitoba.

    In 2012, Russell Breweries and a group o Chinese

    investors established a joint venture in China to import,

    produce, package, use, market, sell and distribute

    Russell-branded beer in China, Hong Kong and Taiwan.

    I the crat beer business takes o in China and i we

    have a team on the ground connected to the people

    in China the nancial benets could be huge, says

    Russell Breweries CEO Brian Harris, who believes that

    the Chinese investors extensive knowledge o the local

    brewery industry, as well as their existing operations

    team, can make all the dierence.

    The joint ventures plan is to open a fagship brew pub

    in Anhui province in eastern China, with the possibility

    o expansion i the venture proves to be successul.

    Our existing business relationship with one o the

    largest established local restaurant chains in the city

    allows us to kick-start the business by leveraging

    existing customer trac.

    2. Scaling up to an international audienceDespite Chinas growing presence in the global market, large

    Chinese enterprises remain challenged to create ootprints

    internationally. To improve their overall competitiveness, Chines

    investors are on the lookout to nd the next gem abroad. With

    this mindset, they are driving both deal volume and deal value,

    with the intent o securing interest in a Canadian company

    and subsequently assisting the export o its products into the

    Chinese market.

    Capitalizing on this trend, BC companies can leverage

    investments rom Chinese companies to create a global ootprin

    o their own. Consider this: there are easily 45 million people

    in a single Chinese province compared to British Columbias

    population o 4.5 million.

    Case study: Film projects hit the jackpot

    Wuxi Studios, equipped with capital and ready to

    invest, was one o three Chinese production companies

    attending the rst China Canada Gateway or Film Script

    Competition, which was held at the 2012 Whistler

    Film Festival. The China Film Group, a state-run major

    distributor o lms in China, was also present at the

    competition as observers.

    Three projects were chosen or investment by Chinese

    lm studios to access up to C$15 million in much-needed

    development unding.

    One o the main concerns or the Chinese lm industry

    is to globalize: not just in getting a market or their lms

    overseas, but also being regarded as having their lms up

    to international quality standards, said Christopher Rea,

    assistant proessor o Chinese literature at the University o

    British Columbia.13

    British Columbia also oers generous tax credits andincentives to encourage business investment in the lm

    production industry, making it nancially attractive or

    oreign Chinese investors. And the deal isnt just one

    way. For these Canadian lmmakers, not only will they

    be gaining access to development unding, it is also an

    opportunity to break into China, potentially exposing their

    lms to a massive audience.

    1. Market entryThrough cross-border investment, one o the biggest

    benets or BC private companies is gaining a

    knowledgeable local partner in China. Canadian rms

    seeking geographic diversication can leverage Chinese

    investors expertise and connections to gain access to

    distribution networks, market share and human resources,

    and to create closer ties to oreign customers, all much

    aster than organic growth allows.

    The Opportunity: A Chinese investor can help

    you hit the ground running in China.

    The Opportunity: A Chinese investor brings the

    opportunity to scale up your business exponentially.

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    The east eyes the west coast 1

    3. Reputation and brand equityDont underestimate the value o a Canadian brand. For BC

    companies, this is an extremely valuable asset that is not

    refected in the books. By investing in a BC company, Chinese

    investors and partners secure brands whose reputation is

    dicult to build through organic growth.

    Case study: White Spot

    White Spot is well recognized in BC as a amily-riendly

    casual restaurant a brand that many Canadians grew

    up with.

    Warren Erhart, President and CEO o White Spot Ltd.,

    considered whether there was an opportunity or the

    brand to extend its presence into Asia. First looking at

    a ranchise opportunity in Hong Kong in 2003, Erhart

    considered that the some 250,000 people living in Hong

    Kong with Canadian passports would serve as a good

    entry point or White Spot.14

    Partnering with the right ranchisee is key. Erharts

    team perormed thorough due diligence on White

    Spots Chinese partner beore selecting them rom a

    group o interested parties. Erhart indicates that it is

    advantageous to have a local ranchisee rather than

    one based in another country. 15

    Today, White Spot has six locations in Hong Kong and

    two locations in Singapore, and it plans to open 15

    locations in China over the next our years.

    The Opportunity: The value o a quality BC brand

    can be maximized abroad with help rom the right

    Chinese partner.

    Case study: Clinical testing in Hong Kong

    BC-based Pacic Rim Laboratories recently partnered

    with Wellab o Hong Kong.

    In Hong Kong and Italy, we have been successul in

    partnering with local laboratories to provide specialized

    services. Our Hong Kong partner has given us the

    opportunity to work with the Hong Kong Environmental

    Protection Department on a variety o projects

    that would not have been possible without a local

    presence.16 Management, Pacic Rim Laboratories

    4. Technological capabilitiesFor BC high-tech companies, the motivation to move testing

    to China is convincing cost-eectiveness. But where do

    they start? With the help o a Chinese investor, they are able

    to satisy oreign certication and regulatory requirements

    in China with much more ease. Otherwise, it is exceptionally

    dicult to break into the high-tech industry abroad without

    existing networks with regulatory authorities.

    The Opportunity: BC companies can learn to

    navigate the intricate policies and delicate

    regulatory environment in China with the help

    o a local partner.

    13 The Globe and Mail, Chinas Canadian casting call: Theyve got the money, weve got the talent, November 2012, http://www.theglobeandmail.com/arts/lm/chinas-canadian-casting-call-theyve-got-the-money-weve-got-the-talent/article5774651/

    14 BC Business, Warren Erhart, President and CEO, White Spot, October 2012, http://www.bcbusiness.ca/people/warren-erhart-president-and-ceo-white-spot

    15 Business in Vancouver, White Spot expands into China, July 2012, http://www.biv.com/article/20120731/BIV0106/307319869/-1/BIV/white-spot-expands-into-china

    16 Industry Canada, Pacic Rim Laboratories, http://www.ic.gc.ca/app/ccc/srch/nvgt.do?sbPrtl=&prtl=1&estblmntNo=234567056056&prole=cmplt

    Prf&proleId=501&app=sold&lang=eng

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    16 The east eyes the west coast

    While there are enormous growth opportunities, there are

    also pitalls that you, as a BC private company owner, need

    to keep in mind.

    1. Be prepared for limited transparency

    Beore deciding to work with a Chinese investor, one

    potential challenge will be the low transparency in seeing

    the counterpartys decision-making. Chinese investors

    typically have complex corporate structures, with each arm

    designed or a specic purpose. Thereore, it may be dicult

    to understand their chain o command, the key approval

    authorities and, as such, the impact that this will have on

    the transaction timeline and outcome. This, coupled with

    unamiliarity with regards to Chinese intellectual property

    rules and dispute settlement processes, creates discomort

    or many BC companies.

    2. Language and cultureIn working with Chinese investors, BC companies need

    to be cognizant that a lot o groundwork has to be done

    beore a transaction can happen. That means its a two-way

    communication process that will require both parties to

    compromise over an extended period o time. Over and

    over again, we heard BC companies who have partnered

    with Chinese investors tell us how benecial it is to have

    someone on their management team amiliar with Chinese

    culture. Its important to ask, Is my team comortable

    working with this investor or the long term?

    3. Fear of politics

    There are many doubts and misconceptions regarding

    collaboration with Chinese investors, specically about their

    investment intentions or ties to government.

    It would require the SOE to sub-optimize its own goals

    and perormance, putting at risk its corporate and nancial

    integrity by undermining the good name and relationships

    that take decades to establish. These SOEs are contending

    or global position and leadership. It would entail direct

    reputational damage among buyers, suppliers and service

    providers, to say nothing o attracting lawsuits, security

    investigations, etc. says Margaret Cornish, a Beijing-based

    ormer Canadian diplomat now working as a senior advisor

    to the Canadian law rm Bennett Jones.

    Ocials rom the Ministry o Commence, which is

    responsible or growing Chinese investment around the

    world, are urging the international business community to

    be more tolerant and rational toward ambitious Chinese

    companies seeking to invest overseas. Once national

    security issues are resolved, China should be treated like any

    other oreign investor.

    So, this all sounds great,

    but whats the challenge?

    Set the right expectation aboutthe timeline and culture Head o Vancouver operations, major Chinese bank

    You can hardly make a riendin a year but you can easilyoend one in an hour. Chinese proverb

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    The east eyes the west coast 17

    At the end o the day,

    its a relationship

    business, one that

    requires a multi-year

    investment. Beverley Pao, Partner, Co-leader, Chinese Service Group Canada, Deloitte

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    18 The east eyes the west coast

    By now, its clear that doing a deal with a Chinese investoris no easy eat. Chinese culture, much like its multiaceted

    geographic landscape, is complex. In turn, each investor

    will be dierent and each transaction must be handled on

    a case-by-case basis.

    Key takeways or BC companies

    BC companies mustensure that they have

    an aggressive growththesis and drive theirbusiness with aglobal perspective,much like our UScounterparts. David Lam, Partner, Mid-market Corporate Finance

    Leader o BC, Deloitte

    Does this make sense or me?

    Ask yoursel and answer truthully the ollowing

    questions:

    1. I Im planning to grow or exit the business

    in a ew years, have I started to build Chinese

    connections?

    2. Am I mentally ready to take on the cultural

    challenges o partnering with Chinese capital?

    I you answered yes to both o these questions,

    consider the ollowing:

    1. Is my business in a targeted strategic industry or

    a related subsector?

    2. Is my business looking to expand into

    international markets, particularly into emerging

    economies?

    3. Do I have a proprietary technology or process

    that is cutting-edge in its eld?

    4. Is my brand well recognized regionally, or even

    nationally?

    5. Is the current inrastructure o my business ready

    to handle a large increase in scale?

    6. Do I understand the pros and cons, as well as

    the legal, nancial and tax implications, o a

    joint venture, partnership or other structure?

    I these questions are ones you have been pondering or

    some time, Deloitte can help you.

    A piece o advice: Dont undersellThe Chinese have an entrepreneurial mindset that

    Canadians must appreciate to establish a ruitul

    partnership. Despite cultivating many world-class

    businesses, Canadians tend to undersell the potential. I

    your business is in a strategic industry, has strong potentialor growth and has a solid reputation in the Canadian

    market, then its time to think big.

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    The east eyes the west coast 19

    We all know that relationships with Chinese investorscannot be built in a day or even over several business

    trips. This is where Deloitte can help. With 100 years in

    China, Deloitte has a long-term relationship with Chinese

    companies large and small, SOEs and private companies

    building an unparalleled level o trust. We understand that

    it is dicult to close a deal in China, and that is why we

    have over 13,000 proessionals working in 21 oces in the

    Greater China Region.

    Deloittes China Service Group (CSG) serves as the uniying

    orce to help market, acilitate and deliver proessional

    services to multinational corporations investing into

    China, as well as Chinese companies expanding overseas.

    Operating as a platorm to leverage expertise in China, CSG

    bridges the cultural gap to ensure that your needs are met,

    whether you are a Chinese rm investing into Canada or a

    Canadian rm investing into China.

    With a wide network o potential investors here in

    Canada or through our China member rm, we can

    connect businesses to the right sources o capital. Deloitte

    proessionals have extensive experience in cross-border

    Mergers and Acquisitions and acilitating outstanding

    partnerships between Chinese and Canadian companies.

    Let us be your network.

    Special thanks to contributors

    Deloitte - Let us be your network

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    www.deloitte.ca

    Deloitte, one o Canadas leading proessional services rms, provides audit, tax, consulting,

    and nancial advisory services. Deloitte LLP, an Ontario limited liability partnership, is the

    Canadian member rm o Deloitte Touche Tohmatsu Limited. Deloitte operates in Quebec as

    Deloitte s.e.n.c.r.l., a Quebec limited liability partnership.

    Deloitte reers to one or more o Deloitte Touche Tohmatsu Limited, a UK private company

    limited by guarantee, and its network o member rms, each o which is a legally separate and

    independent entity. Please see www.deloitte.com/about or a detailed description o the legal

    structure o Deloitte Touche Tohmatsu Limited and its member rms.

    To learn more about how Deloitte can help you in M&A,

    please contact our Vancouver Financial Advisory practice:

    Co-authors

    Contact

    Beverley PaoPartner, Audit

    Co-leader, Chinese Service

    Group Canada

    604-640-3179

    [email protected]

    Linda ChewSenior Associate,

    Mergers & Acquisitions

    604-640-4906

    [email protected]

    Deloitte ContactDavid Lam

    Partner, Corporate Finance

    Mid-market Corporate

    Finance Leader, BC

    604-640-3249

    [email protected]

    Ivor Luk

    Partner, Mergers & Acquisitions

    Financial Advisory Managing Partner, BC

    604-640-3084

    [email protected]

    Joyce Lee

    Partner,

    Deloitte Tax Law LLP

    604-640-3092

    [email protected]

    Kanise Lo

    Senior Manager,

    Private Company Services

    604-640-3300

    [email protected]

    Danna Zhu

    Manager,

    Chinese Service Group Canada

    604-640-3123

    [email protected]