Overview
Founded in October 2012, HHLR Advisors, Ltd. (“HHLR”) provides investment advice to
clients organized as privately-offered pooled investment vehicles or similar structures (the
“Funds”) and to certain managed accounts or similar relationships. The Funds and all such
HHLR-advised managed accounts are referred to herein as “clients.”
HHLR is a wholly-owned subsidiary of Hillhouse Group Limited, which itself is a wholly owned
subsidiary of Hillhouse Group Holdings Limited. Mr. Lei Zhang directly owns 100% of
Hillhouse Group Holdings Limited. HHLR is part of the “Hillhouse Investment Group,” a
multinational group of related advisory entities.
To comply with local operational requirements (including the issuance of local work visas),
HHLR engages local affiliates, including those based in Hong Kong (Hillhouse Investment
Management Limited), the People’s Republic of China (the “PRC” or “China”) (Hillhouse
(Beijing) Advisory Limited and Shanghai Gaoling Equity Investment Management Ltd.),
Singapore (HHLR Management Pte. Ltd.), the Cayman Islands and the United States (“U.S.”)
(Altitude Crest Partners Inc.). While these local affiliates are not registered as investment
advisers with the United States Securities and Exchange Commission (the “SEC”), HHLR
subjects these local affiliates’ personnel to its compliance policies and deems their books,
records, and personnel to be within the scope of HHLR’s retention and production obligations.
Another HHLR affiliate, Hillhouse Investment Management, Ltd. (“HIM”), which is discussed
in Item 10, is registered as an investment adviser with the SEC. While the investment programs
and activities of HHLR and HIM overlap, HHLR generally focuses more on publicly-listed (or
similarly liquid) investment opportunities, while HIM generally focuses more on less liquid
investment opportunities, including venture capital, private equity, private debt and buyout
transactions. HHLR and HIM also share certain policies, personnel and resources.
Accordingly, certain information on HHLR contained in this Brochure, including information
regarding personnel, is presented on an aggregate basis for HHLR, HIM, and the local affiliates.
Investment Philosophy and Strategies
HHLR’s investment philosophy is to seek long-term, risk-adjusted returns through bottom-up
analysis and fundamental proprietary research. As part of HHLR’s bottom-up analysis, it
performs both qualitative and quantitative assessments of potential investments with a particular
focus on opportunities upon which it can gain insights and discover value in an ever-changing
world.
In general, HHLR’s client portfolios generally focus on publicly-listed (or similarly liquid)
investment opportunities and certain HHLR clients primarily invest in securities and other
investment instruments that are traded on exchanges within the PRC (“A Share Investments”).
However, client portfolios may also hold investments in illiquid or less-liquid investments.
While HHLR applies its general investment philosophy across all of its clients’ accounts, it
operates numerous investment strategies by tailoring investment programs and trading and
investment decisions for each client account. Investment strategies that HHLR provides vary
across clients and may vary over time.
Markets and Investment Opportunities
HHLR primarily invests for client accounts in equity and debt securities, but could, and does,
invest in a wide range of securities and other financial instruments including, without limitation:
share capital; common and preferred stock (privately-placed and exchange-traded); shares of
beneficial interest; partnership interests and similar financial instruments; bonds, notes,
debentures and other debt instruments (whether subordinated, convertible, or otherwise);
commodities; currencies; interest rate, currency, commodity, equity, debt, and other derivative
products (including, without limitation, (i) futures contracts (and options on futures contracts)
relating to stock indices, currencies, other financial instruments, and all other commodities, (ii)
swaps, participatory notes, options, warrants, caps, collars, floors, and forward rate agreements,
(iii) spot and forward currency transactions, and (iv) agreements relating to or securing such
transactions); equipment lease certificates; equipment trust certificates; loans; accounts and notes
receivable and payable held by trade or other creditors; trade acceptances; contract and other
claims; executory contracts; participations; mutual funds; money market funds; structured
securities; repurchase agreements; obligations of governments and instrumentalities; commercial
paper; certificates of deposit; bankers’ acceptances; trust receipts; choses in action; real estate,
including fee interests, leaseholds, mortgages, or other real estate assets; and any other
obligations and instruments or evidences of indebtedness of whatever kind or nature; in each
case, of any person, corporation, government, or other entity whatsoever, whether or not publicly
traded or readily marketable. At times, HHLR makes investments for client accounts that are not
freely tradeable or do not have a readily ascertainable market.
HHLR invests client assets in a wide range of countries, markets and exchanges in Asia and
throughout the world. Clients also face indirect exposure to some or all of the instruments and
investments listed above through investments in special purpose vehicles and similar entities.
Advisory Services
HHLR manages both discretionary and non-discretionary client accounts. HHLR manages client
accounts in accordance with any investment restrictions or guidelines set forth in the offering
documents for each Fund or, for non-Fund clients, in accordance with the authority delegated to
it (including any limits on that authority) under the applicable client’s investment management
agreement or governing documents. HHLR consults with each client on its investment objectives
and strategies and tailors its services and advice to those objectives and strategies.
HHLR had approximately $41.43 billion of assets under management as of December 31, 2022,
with approximately $0.40 billion managed on a non-discretionary basis and $41.03 billion
managed on a discretionary basis. The amount of assets under management reported in this
Brochure is lower than the amount of “regulatory assets under management” that HHLR reports
in Part 1, Item 5 of its Form ADV because Item 5 requires an adviser to report assets under
management inclusive of any uncalled commitments and without deducting any outstanding
indebtedness or other accrued but unpaid liabilities. To prevent the appearance of an
overstatement of HHLR’s assets under management, HHLR has calculated assets under
management in this Brochure exclusive of uncalled commitments and taking into account certain
unpaid liabilities and outstanding indebtedness.
Fund Structures
The structure of HHLR’s advisory relationship can vary in accordance with a specific client
agreement, and services can be provided by HHLR directly or through an affiliate. Many Funds
are organized as master-feeder structures. A master-feeder structure is commonly used to
accumulate capital raised from U.S. taxable, U.S. tax-exempt, and non-U.S. investors into one
central vehicle – a master fund – in order to enhance the critical mass of investable assets,
improve economies of scale under which the fund arrangements operate and enhance operational
efficiencies, thereby reducing costs. Other client relationships are structured without a master-
feeder structure, such as a single partnership or company. HHLR commonly serves as, controls,
or is under common control with an entity that serves as, a general partner (or similar controlling
entity) of Funds organized as partnerships or other structures. The general partner of one Fund
could also act as the general partner (or similar controlling entity) of other Funds or investment
vehicles.
HHLR and the other Hillhouse Investment Group entities advise, in addition to the Funds and
accounts disclosed in Item 5.K. and Item 7.B. of Part 1A of the HHLR and the HIM Form
ADVs, numerous non-U.S. accounts and vehicles (including PRC funds denominated in
renminbi (“RMB”) and co-investment vehicles) which are deemed not to be advisory
relationships within the scope of the U.S. Investment Advisers Act of 1940, as amended (the
“Advisers Act”) and which are not discussed in this Form ADV.
Managed Accounts; QFII
HHLR also advises individualized managed accounts on terms that are agreed to with the
applicable client. These accounts often involve HHLR providing advisory services with respect
to a variety of investments based on an individual client’s specific investment objectives
(including, without limitation, investments referencing bespoke requirements, applicable indices
and benchmarks and/or market-specific strategies). Managed accounts can be discretionary or
non-discretionary.
Some managed account relationships include advice given on A Share Investments which can
only be made by persons licensed as a Qualified Foreign Institutional Investor (“QFII”) by the
China Securities Regulatory Commission (such investments, “QFII Investments”) as well as
through the Shanghai – Hong Kong Stock Connect and the Shenzhen – Hong Kong Stock
Connect programs (collectively, the “Stock Connect” programs). Other relationships involve
other means of direct and indirect exposure to Chinese, emerging markets, and other assets and
markets, which can be accomplished through direct investments in securities or by a variety of
exchange-traded and over-the-counter derivative instruments. HHLR has a select and limited
number of managed account clients that are eligible for its A Share Investment program (“A
Share Managed Account Clients”) and, thus, HHLR consults with each A Share Managed
Account Client on its investment objectives and then tailors HHLR’s services and advice to those
objectives. HHLR’s role is to advise its A Share Managed Account Clients in the selection of A
Share Investments most suited to their investment objectives, and then to manage, monitor, and
provide additional investment advice as required in connection with the applicable advisory
relationship.
Co-Investments
HHLR and its affiliates may, from time to time, form, sponsor, manage, arrange, offer or advise
investment vehicles or accounts in connection with a particular investment strategy or theme, and
also establish, sponsor or advise, on a transaction-by-transaction basis, an investment vehicle or
account through which certain persons could invest alongside or independently of one or more
clients (each such vehicle or account, a “Co-Investment Arrangement”) in companies in which
one or more clients make, or have made, an investment (each, a “Portfolio Company,” and,
collectively, “Portfolio Companies”). Certain Co-Investment Arrangements participate in
individual investments or a series of related or unrelated investments alongside one or more other
clients of HHLR and its affiliates. Certain Co-Investment Arrangements also make investments
independently of (and not alongside) other clients of HHLR and its affiliates. In addition, certain
Funds (and other HHLR clients) from time to time co-invest with each other. HHLR’s fee and
compensation practices for Co-Investment Arrangements are subject to a case-by-case agreement
with the applicable investor.
Co-investors participating in a Co-Investment Arrangement may pay no management fees or
carried interest in connection with the co-investment, or may pay them at a lower rate, and the
transaction fees received by HHLR or its affiliates in respect of a co-investor’s pro rata portion
of any investment may not offset the management fee paid by the applicable Fund to HHLR or
its affiliate. Co-investors will likely also acquire their interest in the Portfolio Company at the
same time as the applicable Fund or purchase their interest from the applicable Fund after such
Fund has consummated the full investment. Moreover, investors approached as potential co-
investors may not bear any transaction costs of investments that are not consummated or be
subject generally to the same risks to which the applicable Fund is throughout the investment
process. In sum, awarding a co-investment opportunity to an investor generally may afford it
proportionately greater exposure to a particular investment at a proportionately lower cost. In
addition, co-investors might have the ability to elect whether or not to participate in follow on
investments. Co-investors, however, could be subject to different liquidity terms or achieve
different economic returns than other investors in the applicable Fund investing in the same
Portfolio Companies. For example, co-investors may not have the ability to leverage certain
opportunities, or may not be able to accept or transact in certain distributions in kind available to
the investors in the applicable Fund, which could impact liquidity, the timing of distributions, or
returns.
If HHLR determines to offer co-investment opportunities, HHLR generally will have complete
discretion to determine to whom it will offer these co-investment opportunities. HHLR could
offer co-investment opportunities to some investors but not all of them, could generally
determine the terms and conditions of co-investments in its sole discretion, and the allocations of
any co-investment opportunities among investors (to the extent any investor
is offered any co-
investment opportunities) may not correspond to their pro rata interests in the applicable Fund.
HHLR will take into account various facts and circumstances deemed relevant for determining
allocations relating to co-investment opportunities and establishing co-investment structures.
Such factors include, among others, a potential co-investor’s certainty of funding and execution;
the potential co-investor’s size of commitment to the applicable Fund; expertise of the co-
investor and its ability to make a meaningful contribution to the co-investment such as in
sourcing or completing the transaction or providing operational skill or insight; preferences of
the target company; the overall strategic benefit to the transaction, the applicable Fund or HHLR
in offering a co-investment opportunity to the potential co-investor; the expertise of the potential
co-investor with respect to the geographic location or business activities or industry of the
prospective target company; the investment objectives and existing portfolio of the potential co-
investor; the legal or regulatory constraints to which the proposed investment is expected to give
rise; ease of process with respect to arranging a co-investment group; other potential legal,
regulatory, tax, reporting, public relations, competition, confidentiality, financial and other
factors; and other facts or circumstances that HHLR deems appropriate or relevant. HHLR is not
required to consider all of these factors, and some factors will be more or less important
depending upon the nature of the particular investment and related circumstances. HHLR expects
to allocate certain co-investors a greater proportion of an investment opportunity than others as a
result of these factors.
HHLR, at times, may cause a Fund to temporarily warehouse a portion of an investment
opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-
investors. If such co-investment is not ultimately consummated, the Fund will end up holding a
larger portion of such investment than it otherwise expected or desired to hold, which could
make the Fund more susceptible to fluctuations in value resulting from adverse economic or
business conditions.
Parallel Investment Entities
Clients of HHLR and its affiliates may from time to time utilize parallel investment entities,
which invest side-by-side with each other, to address relevant legal, tax, regulatory and similar
reasons. One or more clients of HHLR and its affiliates may invest alongside each other in one
or more investments, including sidecar funds, co-investment vehicles and clients with similar or
identical investment strategies or objectives and clients that have separate and distinct, but
overlapping, investment strategies or objectives. In many cases, the exit from such investments
will be tied or otherwise coordinated among such co-investing clients. However, such co-
investing clients could have conflicting goals or considerations with respect to the price and
timing of disposition opportunities which could result in a client making or exiting its investment
at a different effective price or with differing costs or terms from other co-investing
clients. HHLR and its affiliates, owes a fiduciary duty to each such client and could face a
conflict of interest in respect of the advice it gives to its clients with respect to such co-
investments, including the timing and terms of disposition of such co-investments.
Situations could arise where the co-investing clients invest on different (and more favorable)
terms and have interests or requirements that conflict with and adversely impact another co-
investing client (for example, with respect to the timing of acquisitions and disposals or control
rights) and, accordingly, investments could be acquired at different times in different parts of the
capital structure at lower or higher prices or valuations and on different terms. The different
prices paid for, or terms of, securities held by the co-investing clients will create conflicts of
interest. One client’s view of the investment and their interests could diverge from other co-
investing clients and the clients will be acting in their own interests and could take actions that
are adverse to the interests of other co-investing client(s). In addition, the co-investing clients
could exit such investment at different time and/or on different terms, in which case the
disposition or other actions of a client could affect the value of other co-investing clients’
investment.
Please see “Investment Allocations and Related Conflicts” below for additional information
relating to investment allocations.
Investment Allocations and Related Conflicts
HHLR faces a number of conflicts in allocating investment opportunities among its various
clients, including clients with similar or identical trading and investment strategies or objectives
and clients that have separate and distinct, but overlapping, trading and investment strategies or
objectives. HHLR also faces additional allocation conflicts in connection with certain proprietary
or principal vehicles owned or controlled by HHLR and its affiliates. These conflicts are
heightened by the fact that the various Funds and other clients sponsored, advised, or managed
by HHLR and its various affiliates have different management and incentive fee structures.
In circumstances where investment opportunities presented to HHLR or any of its affiliates fall
within the investment strategies or objectives of more than one client, HHLR and its affiliates
will have significant latitude in determining the allocation of such opportunities among its
various clients and third parties. In some circumstances, HHLR will allocate the same or similar
trade or investment opportunities among clients and proprietary or principal vehicles. In other
circumstances, HHLR will allocate investment opportunities to certain clients or to proprietary or
principal vehicles and not to other clients. For example, there are certain investment
opportunities where certain clients are unable to participate due to market, regulatory or deal-
related restrictions and requirements. Where investment opportunities fall within the investment
strategy or objectives of more than one client, HHLR’s policy is to allocate investment
opportunities among eligible clients fairly and equitably, to the extent possible, over a period of
time, taking into account a variety of considerations. In an effort to ensure fairness in the
allocation of investment opportunities among HHLR’s clients, HHLR has adopted allocation
policies, procedures, and processes that permit HHLR to take into account various factors,
including: the suitability of the investment for each of HHLR’s clients; HHLR’s clients’
investment objectives, strategies and focuses; the pre-money valuation of the prospective
Portfolio Company; the portfolio composition of HHLR’s clients, including market and industry
sector exposure, and the anticipated holding period of the prospective investment; the expected
amount of capital required for the investment as well as the applicable client’s projected future
capacity for investment; the applicable client’s liquidity and reserve levels; the applicable
client’s actual or projected capacity for investment and the timing thereof; the applicable client’s
targeted rate of return; the stage of development of the prospective Portfolio Company or other
investment; the risk profile or other attributes of the investment opportunity; the expected life
cycle of the applicable client and its ability to make or dispose of an investment; any allocation
targets (e.g., geographical targets and size targets) of the applicable client; the sourcing of the
investment opportunity within HHLR; the nature of returns from the investment (e.g., current
income, expected rate of return and long-term capital growth); the management, control or
governance rights (or the anticipated management, control or governance rights) of the
prospective Portfolio Company; the representation on the board (or similar governing body) or
creditors committee (or similar committee with respect to creditors or lenders) of the prospective
Portfolio Company; the extent of any covenant, representation, warranty, default rights and
remedies in respect of the prospective investment opportunity; the liquidation preference,
subordination within equity or debt structure and security of the prospective Portfolio Company;
the HHLR personnel who will monitor, oversee or have a level of engagement with the
investment opportunity; the potential to gain influence or control over the prospective portfolio
investment; the ability of the applicable client to accommodate structural, timing, regulatory,
legal, and other aspects of the investment process or the investment itself; legal, tax, contractual,
regulatory; and other considerations deemed relevant in good faith.
To the extent that all or a portion of an investment opportunity is inappropriate for HHLR’s
clients, HHLR, its employees and its affiliates could participate in such opportunities, subject to
HHLR’s policies and procedures.
Co-Investment Allocation Conflicts. The allocation of co-investment opportunities raises the
potential for certain conflicts of interest, including that HHLR has the incentive to allocate such
opportunities in a manner that benefits HHLR economically by virtue of fees and other
compensation that will be payable to HHLR by the co-investors and/or by encouraging co-
investors to enter into a relationship, or expand their relationship, with HHLR.
At times, HHLR offers co-investment opportunities on a systematic basis to investors that make
sizeable commitments to or investments in Funds or to other persons or for other reasons,
including in connection with broader strategic relationships, and could for administrative
convenience or otherwise form one or more special co-investment vehicles for this purpose.
HHLR also offers co-investment opportunities to strategic investors (which might include one or
more investors in a Fund), including in relation to specific industry sectors, geographies,
strategies, or other focus. The exercise of such co-investment rights could limit the amount of the
investment opportunity available to a client and will limit the amount of co-investment
opportunities available to other potential co-investors. In addition, HHLR could, from time to
time, offer co-investment opportunities to its consultants, servicers and certain entrepreneurs and
experienced operational professionals in Portfolio Companies for which such consultant,
servicer, entrepreneur or experienced operational professional provides services. The size of such
co-investment opportunities will depend, in part, on the level of participation in respect of
sourcing, evaluating and negotiating a particular portfolio investment.
Clients are also permitted to provide credit, equity, or other support, including letters of credit
and equity commitment letters, in order to facilitate its and/or a co-investor’s participation in a
potential investment. Other co-investors expected to co-invest in a potential investment are not
always parties to such undertakings or commitments. To the extent they are not, the funding
obligation under an equity commitment letter or similar undertaking and any related commitment
as well as the risk of loss with respect to any deposit will remain the primary obligation and risk
of the originating Fund or other investment entity and any co-investors participating in the
relevant investment will be liable only for their respective shares of the funding obligation or
deposit as and when, and to the extent that they enter into a joinder or other equity commitment
undertaking, which (if entered into) typically will not occur until after signing of the relevant
transaction documents. In addition, subject to any requirements in respect of principal
transactions, HHLR and its affiliates may provide similar support and services.
In addition, at times, HHLR causes a Fund to temporarily warehouse a portion of an investment
opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-
investors and fund such warehoused investment by calling capital from investors of such Fund
and/or drawing down on the applicable Fund’s credit facility. If such co-investment is not
ultimately consummated, the Fund will end up holding a larger portion of such investment than it
otherwise expected or desired to hold, which could make the Fund more susceptible to
fluctuations in value resulting from adverse economic or business conditions. The risk of a co-
investment not being consummated will increase if an investment decreases in value during the
warehousing period, which increases the risk that the warehousing Fund will likely be required
to bear the losses in connection with any such investment. When co-investors purchase their
interest from a warehousing Fund after that Fund has consummated the investment, the price
paid by co-investors is determined by HHLR, the relevant Fund general partner, or their affiliates
in their sole discretion, taking into account the cost of the investment to such Fund, the cost of
capital and other factors and might not reflect the full cost incurred by such Fund in connection
with the investment, any interest charge on the co-investment amount, the cost of establishing the
credit facility utilized to acquire the investment (if applicable) or the risk borne by such Fund in
connection with purchasing and warehousing the investment.