Overview
Keywise Capital Management (HK) Limited (“Keywise HK” or the “Company” or the “Manager”) is established
in Hong Kong as a limited liability company. Keywise HK is licensed with the Securities and Futures Commission
of Hong Kong to conduct asset management regulated activities. Fang Zheng founded Keywise HK in 2006. Mr.
Zheng, along with certain Keywise employees, owns Keywise.
The investment activities of Keywise HK are led by Mr. Zheng together with other investment professionals who
assist in executing the investment strategy. Keywise HK provides discretionary sub-advisory services to several
related pooled investment vehicles, including private investment funds and private equity funds (collectively the
“Funds”). Keywise HK also provides investment advisory services to Separately Managed Accounts (the “SMAs”).
The Funds and SMAs will collectively be referred to hereinafter as the clients (the “Clients”). For full disclosure,
Keywise HK also manages a private fund that is not offered in the U.S. or to U.S. persons. Accordingly, only the
products/services offered in the U.S. or to U.S. persons will be discussed in this Brochure.
Keywise HK acts as the investment manager (“Manager”) to the Funds. As Manager, Keywise HK is responsible
for directing investment decisions on behalf of the Funds, responsible for all decisions regarding portfolio
transactions of the Funds and has full discretion over the management of the Fund’s investment activities. Each
Fund has a board of directors (the “Directors”) that are responsible for the overall management and control of the
Funds. The Funds are domiciled in the Cayman Islands and organized as stand-alone funds or in master-feeder
structures.
The Funds are organized to invest in a variety of companies that have a substantial portion of their assets in the
Greater China Market (Hong Kong, China, Taiwan) or that derive a large portion of their revenues or earnings
from activities connected to the Greater China Market. Keywise HK provides investment advice directly to the
Funds and not to the shareholders (the “Shareholders”) of the Funds (referred to hereinafter as the “Investors”).
Keywise HK manages the assets of the Funds in accordance with the terms of each Fund’s confidential offering
and/or private placement memoranda and other governing documents applicable to each Fund (the “Governing
Fund Documents”). All terms are generally established at the time of the
formation of a Fund and are typically
only terminable once the applicable Fund is dissolved. The Investors may not restrict investments by the Funds in
any capacity.
In certain circumstances, third parties may be offered the opportunity to co-invest alongside the Funds. These third
parties may include investors in the Funds and other entities affiliated with Keywise HK; employees or related
persons of Keywise HK; service providers to the Funds, Keywise HK or their affiliates; portfolio company
management and others. Keywise HK applies its discretion when allocating such opportunities among potential
co-investors, taking into account facts and circumstances which may include the nature of the transaction, speed
of execution required, tax considerations, familiarity with and history of investing in the relevant industry, ability
to provide strategic insights and other factors believed relevant by the Keywise HK. Keywise HK endeavors to
keep itself informed regarding investor interest in co-investment by maintaining records of those investors who
have expressed interest in co-investment opportunities.
Shares in the Funds (collectively referred to hereinafter as the “Fund Interests”) are not registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, Fund Interests are offered and
sold exclusively to Investors satisfying the applicable eligibility and suitability requirements, either in private
transactions within the United States or in offshore transactions.
Separately Managed Accounts
The SMAs are managed in substantially similar investment strategies that are offered to the Funds. However,
certain SMAs may impose investment restrictions or limitations upon investing in certain securities or types of
securities in the accounts which may alter their investment objectives when compared to the investment objectives
of the Funds. (Further information regarding investment discretion and imposing investment restrictions is
disclosed in Item 16 below.) As such, the SMAs and the Funds will not always be managed on a pari-passu basis.
As of December 31, 2023, Keywise HK managed approximately USD $1.4 billion of regulatory assets under
management as per SEC definition of RAUM on a discretionary basis and USD $18.6 million on a non-discretionary
basis.