In 2026, the Tsinghua University Education Foundation participated in multiple Hong Kong IPOs through three distinct investment vehicles, employing both cornerstone investment and anchor placement models. While cornerstone investments disclosed their public subscription amounts, the anchor placements were executed through over-the-counter total return swaps, leaving the actual investment scale undisclosed. The secondary market performance of these holdings has diverged sharply, with Z.AI recording substantial gains while several other targets saw their share prices weaken after listing.

The overall architecture appears to comply, on a literal level, with the provisions of the Interim Measures for the Management of Value-Preserving and Value-Increasing Investment Activities of Charitable Organizations, yet when measured against the regulatory intent behind those rules, the multi-layered investment structure leaves several issues open to market observation and debate.

The three investment vehicles each played distinct roles: JinYi Capital's Multi Strategy Fund SPC Ltd participated in cornerstone investments across Z.AI, AXERA, Meig Smart, and Huaqin Technology, with prospectus disclosures showing the fund's IPO subscription capital originated from the Tsinghua University Education Foundation, using an offshore SPV as the contracting entity. Heading Pioneer 10 Fund LPF participated in the cornerstone investment for Junzheng Co., with prospectus disclosures identifying the Tsinghua University Education Foundation as the fund's ultimate beneficial owner. Hengde Jinze E49 Private Fund participated in multiple anchor placements, with the foundation holding over 30% equity interest in the fund, which entered into cross-border over-the-counter swap agreements with CICC FT; the shares were held in name by CICC, but all economic risks and returns flowed through to the fund.

The disclosed cornerstone investments total approximately HK$176 million: JinYi Capital's product accounted for HK$97.45 million across four cornerstone deals, while Heading Pioneer 10 Fund LPF's cornerstone investment in Junzheng Co. totaled HK$78.44 million. The anchor portion covered Z.AI, AXERA, Meig Smart, Huaqin Technology, and Inno Pharma-B, although the actual scale of the anchor investments was not publicly disclosed.

In terms of post-listing price movement, overall investment returns have been heavily dependent on the sharp rally in Z.AI shares following its debut. AXERA, Meig Smart, and Inno Pharma-B have all experienced varying degrees of decline in the secondary market, with AXERA showing unrealized losses exceeding 50% on the cornerstone lock-up expiry date. If the contribution from Z.AI's rally were excluded, the portfolio's book reference return would decline significantly.

In practice, many charitable foundations do participate indirectly in A-share IPOs through asset management products, but A-share IPO subscription and Hong Kong cornerstone or anchor placements differ substantially in risk profile and project logic, making direct comparisons inappropriate. Historically, A-share offline IPO subscription carried institutional advantages with a low probability of breaking par, often executed as standardized batch strategies by fund managers, with foundations typically focused on manager selection and risk boundaries rather than specifying individual listed companies. In contrast, Hong Kong IPOs offer no guaranteed-return institutional safeguards, making break-par scenarios a regular risk; cornerstone and anchor placements are project-based, case-by-case investments requiring due diligence, share allocation negotiations, and pricing discussions for each target rather than simple batch subscriptions.

This raises a practical issue worth attention: under multi-layered structures, how is actual decision-making authority over investments divided? Under private fund regulatory requirements, fund managers must exercise active management duties and cannot merely serve as channels executing an investor's instructions. However, in real commercial scenarios, it is an objective reality that large-scale contributing LPs exert significant influence over project direction. Issuing explicit written investment instructions constitutes a clear violation, but many situations lack direct written evidence—capital providers signal preferred project scopes, managers complete pro forma due diligence and internal investment committee procedures, and the final projects land within the list favored by the capital provider. Such scenarios are inherently difficult to define and prove in practice.

Within the charitable foundation context, this issue takes on added significance. The Interim Measures for the Management of Value-Preserving and Value-Increasing Investment Activities of Charitable Organizations (hereinafter the Interim Measures) permits charitable organizations to conduct entrusted investments, but the legislative premise is that foundations select qualified institutions and allow managers to exercise independent investment judgment. In contrast, among the Hong Kong projects involved here, the majority of invested companies carry Tsinghua industrial backgrounds, with only Meig Smart showing no obvious affiliation. This raises the question: beneath the offshore fund and domestic private fund structures, to what extent did the manager independently conduct project selection versus merely executing the transaction completion work. Given the limitations of publicly available information, the internal investment decision process and the actual allocation of responsibilities among parties cannot be confirmed, leaving this point as an observation and open question.

The entire transaction architecture transforms stock investments that charitable organizations are prohibited from conducting directly into the form of purchasing asset management products and entrusting institutions to invest, thereby aligning with the literal provisions of the Interim Measures. However, this also gives rise to three layers of observation regarding the application of the regulatory framework.

First, regarding the red line prohibiting direct stock trading, how should the gap between form and substance be assessed? Article 7 of the Interim Measures clearly states that charitable organizations must not directly buy or sell stocks, with the intent of preventing charitable assets from being directly exposed to securities market volatility. In this transaction arrangement, the foundation did not directly sign IPO subscription documents nor directly hold Hong Kong shares; legally, its capital contribution status is as a shareholder of asset management products. But from an economic substance perspective, the new share lock-up period, share price fluctuations, and gains or losses after lock-up expiry are all borne entirely by the foundation's capital. From a legal form perspective, the foundation holds asset management product units rather than listed company shares. The difference between the two is precisely the interpretive space that the qualifier directly in the Interim Measures leaves for the market.

This raises a question worth discussing: when a foundation bears essentially the same price volatility risk as direct IPO placement participation, does merely relying on structural isolation of the legal direct relationship fully achieve the risk isolation effect the regulation intended?

Second, multi-layer fund nesting circumvents the business relevance requirement for direct equity investment. Article 6 of the Interim Measures stipulates that when a charitable organization makes direct equity investments, the invested company's business scope must relate to the charity's mission—but this constraint applies only to direct equity investment. The Tsinghua University Education Foundation's mission centers on education and scientific research philanthropy; if it were to directly invest in AI, chip, or innovative drug companies, it would need to demonstrate the business's relevance to its philanthropic mission. By investing through offshore SPVs and private funds, the legal characterization becomes purchasing asset management products, which no longer triggers this relevance requirement. The rules themselves do not prohibit charitable organizations from entrusting institutions to invest in industries unrelated to their missions; they merely restrict the constraint to direct equity investment. Yet this raises public concerns: does directing philanthropic funds from social donations, in part, toward highly volatile Hong Kong new stock offerings align with donors' expectations for the use of foundation assets?

Third, the principle of value preservation and appreciation in the charitable investment context. The Interim Measures establishes the principles of lawful, safe, and effective charitable investment, requiring that all investment returns be used for charitable purposes, and further requiring charitable organizations to reasonably establish stop-loss mechanisms in light of their investment risk levels and their own risk tolerance. The core meaning of value preservation and appreciation here is principal safety first, not pursuing high-elasticity excess returns. The Hong Kong IPO market inherently offers no principal protection, cornerstone investments commonly carry lock-up periods, and share price pullbacks and book losses are objective, real possibilities. Within this investment portfolio, several targets have already seen weakening secondary market performance, which serves as a reminder that Hong Kong new stock placement is a high-volatility equity investment that naturally conflicts with the charitable investment principle of prioritizing principal safety.

In summary, viewed from the literal text of the regulations, this investment architecture can be interpreted as entrusting professional institutions to conduct asset management, and the managers are all licensed institutions with a basis for formal compliance. However, formal compliance does not fully eliminate all risks. Charitable assets originate from social donations, and their risk tolerance naturally differs from ordinary commercial institutions. The current charitable investment regulations establish a principled framework, but for complex instruments such as multi-layer nesting and cross-border derivatives, there is a lack of more detailed guidance on the reasonable boundaries of capital providers participating in project selection and the constraints on indirect investment. These matters await further clarification in the rules.