Overview
Adviser’s Advisory Business
Springs Capital (Hong Kong) Limited, a company incorporated with limited liability in Hong
Kong (the “Adviser” or “SCHK”), acts as an investment manager or investment adviser and
provides investment management or advisory services for private investment funds (each, a
“Fund”) and separately managed account clients (each, an “SMA”) consisting of institutions,
pension plans, charitable organizations, insurance companies, other investment funds and high-
net-worth individuals. SCHK was established in 2011. SCHK is wholly owned by Springs Capital
Limited (“SCL”), which was established in 2007 and is in turn principally owned by Jun Zhao
(“Mr. Zhao”), founder of the Springs Capital group. Mr. Zhao also serves as a director of
SCHK and the SCOF Funds (defined below).
Types of Advisory Services the Adviser Offers
SCL acts as the investment manager of Springs China Opportunities Master Fund (the “Master
Fund”) and of its two feeder funds, Springs China Opportunities U.S. Feeder Fund and Springs
China Opportunities Feeder Fund, each an exempted company with limited liability incorporated
in the Cayman Islands and operates as an open-ended investment fund (the “Feeder Funds”, and
together with the Master Fund, the “SCOF Funds”). SCHK has been engaged by SCL to provide
discretionary management, investment advisory and other services with respect to the SCOF
Funds in its capacity as investment adviser.
Interests in the SCOF Funds are not registered securities under the U.S. Securities Act of 1933, as
amended (the “Securities Act”). In addition, the SCOF Funds are not registered as investment
companies under the U.S. Investment Company Act of 1940, as amended (the “Investment
Company Act”). Accordingly, interests in the SCOF Funds are offered and sold exclusively to
investors satisfying the applicable eligibility and suitability requirements in private transactions
pursuant to available
exemptions under the Securities Act, the Investment Company Act and any
applicable U.S. state securities laws.
SCHK provides investment advisory services to its clients through the management or advisory
of investment portfolios in accordance with the objectives and guidelines of a Fund (including the
SCOF Funds) as stated in their respective Private Placing Memorandum (“PPM”) or in
accordance with the investment objectives, constraints and risk profiles (“Investment Program”)
of an SMA as stated in the relevant investment management agreement or investment advisory
agreement (each, an “SMA Agreement”). SCHK expects that its investment activities will focus
on investments in companies listed in mainland China and Hong Kong, overseas- listed Chinese
companies and any other markets that may fit within the Funds’ or SMAs’ objectives, strategies
and risks as described in their respective PPM or SMA Agreement. SCHK’s strategies primarily
(but not exclusively) invest in equities/equity-related instruments.
The Investment Program of any Fund is generally described in its PPM. SMAs may impose
restrictions on the management of the relevant portfolios, including by restricting particular
securities, types of investments, limits on sectors, holdings or cash, or concentration levels.
Currently, the Funds generally may not impose restrictions on the management of their portfolios,
other than restrictions stated in the relevant PPMs and other restrictions that are referenced by the
Adviser and generally applicable to its clients. Clients should be aware that performance of
portfolios with restrictions may differ from performance of portfolios without such restrictions,
possibly producing lower overall results.
SCHK does not participate, sponsor or act as a portfolio manager for any wrap fee programs.
Assets under Management
As of December 31, 2023, SCHK had regulatory assets under management of US$ 4,595,190,063,
all of which was managed on a discretionary basis.