GROW Digital Wealth · Company Monitor

GDW — AI-native wealth platform for Asia's cross-border capital
Confidential As of 14 Aug 2026
HY Deal
70/20/10
shareholders mtg CLEARED 6 Aug · sign TS+MoU w/c 10 Aug · formal early/mid-Sep
GDW Valuation
$75M
SAFE cap = Animoca mark · "$10M angel round" announce mid-Sep
Bridge ($4M tgt)
$2.45M
at 100% (anchors 2.2 + Scarlett .25) · ~$4.1M prob-weighted · Alan's book 10 Aug · close 31 Aug
EBITDA Breakeven
2027
v48 +$1.05M · standalone +$0.28M
Active Advisers
50 → 1,002
avg active, 2026 → 2030 (v48)
2030 / Listing
$5.9B
AUM+AUA · $209M rev · HKEX window 2030 (FY27-29 record)

Investment thesis

The model, and why it can succeed — the one frame for investor conversations.

GDW is an AI-native wealth platform that lets independent advisers serve Asia's HNW and family-office clients with private-bank-grade capability at ~10% of the cost — and monetises the assets and products that flow across it.

"Asia's LPL, with Arca's AI economics, behind a compliance moat."

Why it can succeed
  • 1. Demand, constrained supply. ~$18T Chinese HNW wealth, 62% seeking offshore; the compliant channel just narrowed — GDW is one of few licensed operators.
  • 2. Proven shift, early in Asia. Banks→independents built LPL ($24B) over 20 yrs; Asia's IFA channel is ~7% vs ~35%+ US.
  • 3. AI unlocks the economics. Middle/back-office cost kept platforms small; AI collapses it (Arca: >$1B on 28 people) → profitable at small scale.
  • 4. A regulatory moat. <20 Asian firms hold the offshore licence combination — a barrier, not just a cost.
  • 5. Richer take than LPL. HNW + insurance + alts = ~3× net revenue per dollar → no need for $2T of assets to be a real business.
What has to be true
  • Nail the cross-border compliance red line (the moat is also the risk).
  • Prove the AI cost engine with real adviser data — the HY cohort (Aug) is the first proof point.
  • Convert the adviser pipeline into production and retain assets.
  • Fund the working-capital gap — commissions pay before revenue collects (the raise).
  • Keep focus — don't dilute across too many parallel ventures.
The 20-second pitch: the independent-adviser model built a $24B company in the US (LPL); the market pays 25× more per dollar for the AI-native version (Arca); GDW is the only one running it in Asia — ~7% penetration, a licence moat, a richer HNW take — at LPL's ~2006 inflection, with an AI cost base LPL never had.

Full write-up: 04_Research-Notes/GDW-Business-Model-and-Thesis.md · see the Competitor tab for the LPL & Arca visuals.

Company profile

Who GDW is, where it sits in the group, and who stands behind it.

The business

GROW Digital Wealth (GDW) is the licensed, AI-native wealth-management platform for independent financial advisers (IFAs) serving Chinese and Asian HNW / family-office clients moving capital offshore. Spun out of GROW Investment Group (~US$800M AUM alternative asset manager, founded June 2021 in Shanghai by Noah Holdings alumni) in early 2025; formerly GROW Asset Management (HK) Limited.

The thesis: AI agents carry the middle/back office, compliance and portfolio-prep workload, delivering a private-bank-grade platform at ~90% below a traditional cost stack — "Asia's LPL, with AI on top." Advisers are paid from production (zero base salary), keeping the model capital-light. The Honyx (宏奕) IFA-team merger, closing Q3 2026, seeds the adviser base rather than cold-starting it.

Catalyst: in May 2026 eight PRC regulators ordered Futu, Tiger and Longbridge into a two-year wind-down for unlicensed mainland solicitation — sharply narrowing the compliant offshore channel GDW operates in. Comparable: Arca (US, AI-native) — $64M raised, ~$250M valuation, >$1B client assets, now acquiring RIAs (~$682M latest). Arca trades at ≈ $0.25 of value per $1 of client assets vs LPL's ≈ $0.01 — the 20×+ gap is the AI-operating-model multiple. Investment banks (Jefferies, ClearStreet) have endorsed the "Asia's LPL" story; China's IFA channel is ~7% of the market vs ~35% in the US.

Fact sheet

LicencesHK SFC Type 1 / 4 / 9 · ADGM Cat 3C (Abu Dhabi) · Hainan QDLP via SIRUI (parent) ChairmanAlan Lau (appt. Jun 2026) — ex-McKinsey Sr Partner, ex-CEO Tencent WeSure, CBO Animoca Founder / CIOWilliam Ma — Founding Partner & Global CIO of GROW; also CIO of GDW and GDW board director. Ex-Noah / Gopher CIO. Post-merger boards (per TS V8): 5 seats each entity — 4 GIG (indep. chairman + William + Kelvin/Ricky + Kenny strategic seat) + 1 HY. BackersJulius Baer, Lighthouse Investment Partners (via GROW) · Animoca Brands (direct) Team DNANoah, Goldman Sachs, Ping An, Tencent, Animoca, Deloitte, CBRE, SAFE Reserve Mgmt HeadcountGDW 11 of group 53 (Dec 2025) · IT 7→3 planned Group ArmsGROW Asset Mgmt (GAM) · GDW · GROW Real Asset (GRA) Recognition"Best Wealth Manager – Digital Innovation", APB China Wealth Awards 2025

Status log updated 14 Aug 2026

A running, dated log of what's changed — company progress and dashboard updates. Newest first. Chips: deal fundraise compliance product team dashboard
  • 13 Aug 2026
    compliance ⚠⚠ THE 25 AUG ANNOUNCEMENT HAS BECOME A REGULATORY QUESTION, NOT A PR ONE — and legal has said do not mention GIG
    This is the most consequential thread of the week and it changes the shape of the launch. Legal reviewed the draft PR and advised 「最好不要提GIG」 — do not mention GIG. Kenny then went further: "We should think about whether or not we should announce this merger at this stage. I am also worried about the regulatory situation and do not want to highlight this at this moment." Alan's read on why: 「其實提到 HY HK 就可能已經帶來法律上的風險,因為他們本身就有官司在身」 — naming HY HK may itself create exposure because they are already in litigation. His alternative: 「一個辦法是完全不提 merger,就直接說思宏 rebranding。當然這樣就變成 non news,是百分百沒有人願意去 cover 的。」
    But the counter-argument is the business itself. Alan: "It'll be incredibly difficult for IFAs to sell if we don't make any announcement. Growhill and 思宏 don't exist now. IFAs' old client relationships only go so far. At some point people need to know this is a real company." And the modest version of the goal: 「不覺得我們需要做大量的所謂傳統宣傳,但這一刻思宏在互聯網上是「不存在的」。目標是至少讓我們可以被搜索到」 — just be findable.
    Two radical options Alan put on the table, both of which would change the cap table:"No merger — just set up a brand new company to do this with brand new shareholders.""Distribute GIG's stake in Growhill fully to the individual shareholders — Kelvin, Julius Baer etc — so it's not GIG holding a wealth co. GIG disappears from the cap table and it's just the individual 穿透股東." Kenny's objection: "if we do this, GIG is completely off our story. They won't be a shareholder anymore."
    Where it landed (Alan, 16:23): 「我們以8月25號做對外宣傳作為 milestone 目標,再想想內容怎樣處理」 — hold 25 Aug as the milestone, rework the content; 「因為理財師9月1號開賣之前希望我們可以提供到基本的品牌 exposure」. And at 12:54: "Talked to Cheney — we need to do this approach for Grogenta anyway so we can do it for Growhill as well. And we won't mention GIG in the press release."
    Also live: Kelvin has his own concerns about the GIG reference (which is only a factual line stating GIG is a shareholder). Kenny: "Seems every moment we touch GIG, they prefer to distance themselves" — and asked William to speak to Kelvin privately. William proposed a three-way call then a five-way including Ricky and Kelvin. William's own summary: "Wealth is sensitive." Kenny: 「大局為重」.
  • 13 Aug 2026
    deal ⚠ NEW BLOCKER — the merger needs Julius Baer and Lighthouse approval at GIG level, and Lighthouse wants to sell
    Alan, 17:13: 「因為合併其實需要 JB Lighthouse 在 GIG 層面通過。我記得之前你有提到有跟他們打個招呼?股東協議有沒有 reserve matter? — the merger requires Julius Baer and Lighthouse consent at the GIG level, and he is asking whether the shareholders' agreement contains a reserved matter covering it. William's position: "Lighthouse know about it (as Scott is getting internal compliance approval). JB is in close loop with the GDW development and is aware of what we are doing. I will give JB a heads-up."
    And the material disclosure: Lighthouse wants to exit. Alan asked which of the two wanted to 退股; William: "LH — they want to make profit from their original investment as it comes with a low base," and on 14 Aug: "more on the money side, as they are a listed company and want to see more mark-up and exits." Two things follow.Confirm the SHA reserved-matter position in writing before 25 Aug — an announcement that presupposes a merger neither shareholder has formally approved is the wrong order. ② Note the awkward overlap: Scott (Lighthouse) is simultaneously a $500k-$1M name at 90% in the bridge book. A shareholder seeking an exit at GIG while its principal invests into the entity below is not fatal, but it needs to be understood before either is papered.
  • 13 Aug 2026
    product ⚠ Cheney proposes DELAYING Two Sigma to 2027 — "I won't trust the team can sell it until we see $200-300M of FCN"
    A direct challenge to the entire Two Sigma launch plan, and it needs resolving fast because everything downstream assumes the opposite. Cheney, 10:53: "I would suggest we delay the launch of Two Sigma till 2027, Q1 or Q2." And the test he wants first: "I won't trust the team will be able to sell Two Sigma until we already see traction to sell at least 200 to 300 million FCN." His reasoning: "the sales difficulty between FCN and hedge fund is almost like 1:10." He added, candidly, "but would need Alan's help to manage Kenny's expectation." Alan's reaction: "That much? $200m?"
    William's counter is the middle path: "perhaps we can do soft book-building on a first-come-first-served basis, per Chen's feedback yesterday" and "make money — FCN is demand from IFAs and clients."
    What this collides with, if adopted: the $6M-by-15-Oct and $20M full-year Two Sigma targets in the Sales tab; the 1:3 配货 policy built around a Two Sigma ticket; the CIO notes 002 and 003, the second of which exists specifically to convert interested clients; the US$50M feeder / iCapital structuring work; and HKIC's stated interest in Two Sigma from Kenny's first meeting. Equally, Cheney is not wrong that a 3%/30% hedge fund is a harder sale than an FCN into an IFA base that has never sold one. → This is a genuine strategic fork and it should be decided explicitly at the 3-way, not drift. If Two Sigma slips, the 配货 ratio, the sales targets and the CIO-note distribution plan all need re-basing at the same time.
  • 12 Aug 2026
    team Org structure settled: Grogenta = platform and listco · Growhill = the MFO / agency team · Chen Gang = MFO CEO with power inside sales only
    The construct (Cheney, 21:29): "Grogenta as platform and potential listco, then Growhill as MFO — or the agency team, in the insurance sense. Chen Gang is the MFO team head and naturally MFO CEO. Most convincing and appealing for IFA recruitment. But practically his power is within the MFO/sales org only." Chen and 文強 as CEO and Deputy CEO of 思宏财富 as MFO — explicitly not Group CEO or Grogenta CEO. 文強 is in fact doing chief-of-staff work, so either title fits.
    The control that makes it safe: given the US$1.5M p.a. opex already granted, they get maximum freedom inside the sales org, with board reserved matters on total budget and any spending above $1M. William's concern — "we don't want them to spend a lot without early revenue" — is answered by controlling at budget level rather than approving individual decisions; Cheney's read is that what they actually want is 決策對口, someone who decides, not a process.
    Function split agreed: GDW/Growhill runs ops, legal, compliance and IT with Cheney coordinating; finance and HR stay Group functions, with William as the coordinator to mainland colleagues. Systems adopt the Group standard — 企業微信 + 金蝶, with Summer or Lily onboarding staff, under Kelvin who runs Group support functions. Cheney on finance: "We really need Hengchu to step up… how can a company run without a budget before I got involved? What does the finance person do every day?" — which is the same R5-RED problem as the People panel.
  • 13 Aug 2026
    team ⚠ Governance flag — Chen Gang announced 王潇 as 思宏 Chief Strategy Officer before the decision was made
    Sindy told Cheney that Chen Gang told Deckard, and effectively announced, that 王潇/Wang Xiao is 思宏财富 Chief Strategy Officer on Monday — before the leadership conversation about him had even happened. Alan: "He's definitely on probation. No title." Internal views on the motivation differ; William's line is the one to hold: 「結果說話」— he knows we are measuring him.
    Why it matters beyond the individual: the org structure agreed the day before gives Chen real authority inside the sales org and a CEO title that is deliberately bounded. A pre-announced C-level appointment on day one is exactly the boundary being tested. → Settle 王潇's status and Chen's appointment authority in the same conversation, before 25 Aug makes any of it public.
  • 12-14 Aug 2026
    fundraise SAFEs going out to the first five — $2.75M · Loeb & Loeb engaged at HK$450k · no Cayman for Growhill
    Alan is papering the first tranche now: "Can you help me put in names and $$ for those ready to sign — Alan, Kenny, Louis, Scarlett, Cliff: 0.5 + 0.7 + 1 + 0.25 + 0.3 = $2.75M." The final three: Donnie (seeing Friday), Scott (may confirm next week), Eric Munson (~2 weeks). Target wire end-Aug; Scott says first week of September.
    Execution mechanics settled: SAFE by DocuSign, but the Deed must be wet ink — Cheney: "e-sign is not covering this legal doc form" — with grant signing arranged separately. Legal counsel: three quotes came in, the top around HK$700k; Loeb & Loeb quoted HK$450k and Cheney has used them before ("second-tier international, I recognise their professional work"). Alan: "Go the cheaper one?" — the Loeb & Loeb engagement letter arrived 13 Aug (Lewis Ho) and William has forwarded it.
    Structure decision — no Cayman for Growhill. Cheney: "another layer of Cayman is expensive and unnecessary given it won't be listed," and CRS is unavoidable in Cayman anyway since Cayman also reports. A HK holdco is sufficient — the only reason to prefer Cayman would be hiding the cap table from public search. His suggestion worth taking: put all ESOP, and even Chen Gang's ordinary shares, into a trust — shielded until listing.
    Also: Gib Dunham × Alan pitch is Friday 14 Aug, 21:30-22:30 HKT — Eric Munson's partner, "the one who knew the RIA space" — and Alan has asked William to join.
  • 13 Aug 2026
    product The IFA number for the press release needs to be DD-able — Alan: "otherwise it's just 虚数" · FWD 80 agents signed, white-label site live
    Alan asked the right question before the announcement: "Who has a good count of non-HY/Chen Gang IFAs we have? Are they productive at all — I recalled 130 from FWD. Otherwise it's just 虚數." William's honest answer: "1. Regina. 2. Others are not. The FWD ones just started." Alan: "Can you ask Regina for the latest — I'll use that in the press release, assuming it's a DD-able number, IFAs logged on the system?"
    The real FWD position: William met FWD OCIO head Wisely — 80 FWD agents signed up, and the white-labelled site for FWD is ready (13 Aug). FWD's two asks: a customised site (done) and office space — where Alan's instinct is right: "can be a rebate rather than free upfront (bad idea)." Alan's follow-up question is the one that matters: "have they started selling anything at all?"
    → Before the press release: get Regina's system-logged number, and state only what survives diligence. An inflated adviser count in a launch release, in a market where WRISE publishes 129 licensed individuals, is a gift to anyone checking.
  • 12-13 Aug 2026
    team Smaller items — PR quote RMB280k · client deck v20 corrections · Finloop/Fosun clarified · media coverage in train
    PR: 有連雲 quoted RMB 280,000 for 思宏财富 services (13 Aug). Fanny is the proposed operator — 劉 engaged her before at Noah — and Alan asked whether we have worked with her or her firm. Given the announcement content is now unresolved, do not commit the RMB280k until the GIG/merger language is settled.
    Client deck 客户简介 v20 issued, with mainland feedback to fix: remove the DeepSeek and 宇树科技 Unitree slides ("我们实际没有相关展业" — we have no actual business there), unify 理财师 vs 理财顾问, resolve "GDW or GrowHill?" on slide 9 ("GDW年度展望"), and a missing page 6. The DeepSeek/Unitree point is the same class of problem as the fabricated org chart — claims in investor and client material that the business cannot stand behind.
    Finloop / Fosun clarified (Cheney): "Fosun Wealth is Noah — they have a sales team. Finloop is GDW." The Finloop Sub-Distribution Agreement (31 Jul) has been circulated for review.
    Media: William supplied the GROW weekly report and China CTA commentary to Nye (hedge-fund reporter), who expects to run the story within days — separate from the Growhill announcement, but useful adjacent visibility. William has also been confirmed as a judge on the With Intelligence Hedge Fund Performance Awards APAC panel — one of only three judges; Alan's reaction: "Go sell Growhill!" and Kenny's: "choose the hard-to-get ones, so we can get allocation." Use it for credibility; keep the judging and the allocation conversations visibly separate.
  • 12 Aug 2026
    team Headcount debate — Alan vs William on how fast to build · and the investor org chart is carrying people who don't work here
    New People & headcount panel added to the Team Weekly tab. The argument: William — "we should be careful on hiring, seems reaching 15 FT quickly… at GROW we had 75 ppl at peak"; Alan — "we cannot say we are building Asia's premier AI wealth platform and not invest in the most basic people infra… I will burn out soon, kind of burning out already"; Kenny — "focus on getting more revenue, not saving a few thousand dollars." Landing: face-to-face in HK this week, William "I am with you." Current state: 11 FTE (12 with Alan), ~5 productive non-sales, and ZERO in HR, finance, legal, compliance and PR.
    ⚠ The item nobody flagged as urgent: Alan, in the same thread — "We made up some people to show investors, eg, Ted Lee, etc. He's not doing anything here." Ted has since formally declined and is in the NO column. A deck showing him as team, in front of anyone still signing a SAFE, is a misrepresentation inside a live raise. Scrub it before the next signature and before 25 Aug. Second: compliance at zero is a licence risk, not a cost line — R3 has been RED since July, and in the preceding 72 hours a bank KYC sat unowned, "8.29" went unanswered, and IFA training material was found to contain client-side order tutorials. Interim RO now.
    The view on the substance: the benchmarks favour Alan — Arca runs $1.27B on 28 people and bought its back office via a single custodian; GDW is at 11 and has bought it from nobody — but William is right on mechanism. Cap fixed cost, not headcount: interim/fractional compliance and finance, equity-weighted marketing, ops +1 gated to onboarding volume. And the highest-return hire is not on anyone's list — a chief of staff to take workstreams off Alan, whose forecast and sales-ESOP items are both already marked SLOW.
  • 11 Aug 2026
    product STRATEGIC UNLOCK — private-bank EAM desks expose trading and portfolio APIs. "We can be a custodian-agnostic total wealth solution platform."
    Gene, 18:54: "Just realised something really big but possible — EAM desks at all major PBs actually do provide trading APIs / portfolio APIs for clients and EAMs to interact with. The holy grail we always talk about — can clients use our platform without moving money directly out of the bank — is possible." And at 21:08, answering William's standing question: "the biggest automation challenge is whether we can use API to connect with their trading system and automate everything, instead of manual system clicking." The constraint is chicken-and-egg: "without a client on hand the PBs won't really work with us on integration, so we need actual clients pushing for integration and PoA signing." Alan: "Even just one client is enough?" — "Yes. Good to start with shareholders." Alan: "I only have a UBS. Kenny uses JPM." → Two banks, two shareholders, zero cost to start.
    Why this is bigger than it reads: it flips the hardest objection in the whole IFA pitch — the client never has to move custody. It also puts us in a lane a competitor already occupies: Arta AI is deployed at Bank of Singapore explicitly for external asset managers and family offices (Competitor tab), and UBS and Bank of Singapore are the top two EAM custodian picks among HK/SG EAMs. Moving first with our own shareholders' UBS and JPM accounts is the cheapest possible proof of concept — do it before the 25 Aug announcement so the story can carry it.
  • 11 Aug 2026
    deal TS revised and cleared for signature — $1M penalty DROPPED, forfeiture made symmetric · Alan: "we good to go, let's sign"
    Alan's review found the structural hole: the exclusivity is terminable on one month's notice, and "Chen can get screwed by Wu — what if Wu says cancel, and Chen's ESOP stops vesting? Chen has no control over Wu cancelling exclusivity." Cheney's fix, accepted: "We can always exempt Chen Gang. So practically — Wu cancels, Wu gets no shares. Chen cancels, Chen gets no shares." William: "As long as we have rights to forfeit their shares we are protected" and "can we add a catch-up / clawback line if they do any harm to GH?" Alan pushed for a 12-month cliff before the first tranche. On drafting strategy — worth remembering: William, "let's not drag too long on the TS and play 文字游戲"; Cheney, "文字遊戲 is to be played in the actual transaction doc. Let's keep the TS vague"; William, "let's sign first, so that we remove the merge-will-happen-or-not uncertainty." Alan's close: "1 — revise this way. 2 — OK with dropping $1m. Then we good to go. Let's sign." William: "I will keep an eye on them signing today/tomorrow."
    ⚠ Counterparty risk: the team's working assumption is that the forfeiture, cliff and clawback protections must survive into the transaction documents — if the TS stays deliberately vague, the transaction docs must carry them. On the lawyer brief in writing.
  • 11 Aug 2026
    compliance ⚠ TWO UNANSWERED COMPLIANCE QUESTIONS, both with a 1 Sep fuse
    ① "8.29" is circulating internally as a change date for mainland client access — and nobody answered it. In GDW SPOTx: Cheney — 「我們伺服器在香港,沒有特定封任何地方IP,但理解國內網絡不一定能順利登錄香港網站,客戶需留意」 (our servers are in HK, we block no IPs, but mainland networks may not reliably reach HK sites). 王潇 then asked: 「目前不會呢?8.29之後,大陸客戶還能正常交易對吧」 — "after 8.29, mainland clients can still trade normally, right?" The thread moved on without an answer. Given Futu (~RMB1.85bn proposed) and Tiger (RMB308m + RMB103m) were penalised in May for unlicensed mainland business, an unanswered question about mainland clients trading after a specific date is not something to carry into a 1 Sep launch. Get a written answer: what is 8.29, does it change anything, and what is the approved client-access position?
    ② The IFA training material includes client-side order-placing tutorials. Gene: 「是面向IFA的,當中會有客戶端下單的教學等,但是給IFA講解的」. Explaining the client interface to IFAs is fine; material that walks a mainland client through placing an order is a different thing entirely. RO review before it circulates.
    Separately — good instinct: William is circulating "Paying Referral and Brand Marketing Fee" and "Referral Fees and Introducer Arrangements" — which is precisely the right homework given the IA's 50%-of-commission referral benchmark and the licence conditions it imposed on two brokers on 12 Jul. Feed the conclusions into the Sales tab before advisers are paid anything.
  • 10-11 Aug 2026
    fundraise Emirates is OUT for this round — and William converted it into something better · Ivan Wong joins Donnie · HKIC met but not pitched
    Michel/Emirates Investment Bank (meeting 10 Aug): busy with new systems, won't consider an investment until Q1, and wants to see the value of collaboration first. Kenny: "if we want their money for this round it might need to be his boss's personal pocketthis is their ticket of continued friendship with us. We have dated long enough… we need to be a bit more FOMO with these guys." William's move is the right one: "Let's start with the connection in custodian first — please refer the right ops people to me for execution." That turns a stalled equity conversation into a custodian relationship — and it lands the same day Gene found the PB EAM-API route. Treat Emirates as integration partner #3 behind UBS and JPM. InvestOman: "will be a long journey."
    Ivan Wong — older-generation banker, early 60s, knows Kathy Shi — likely co-invests with Donnie. Kenny: "Donnie is real. He can be 500K between him and his friend" — so the $500k already booked at 70% is Donnie + Ivan combined, not each. Pei Wang / Li Lin family office: unlikely to invest — 「可以交個朋友」; Alan "don't spend more time," Kenny "one time is great, they do have crazy resources." Not a fundraise line; Mrs Li's foundation is education/longevity philanthropy and Pei is running the Humansa deal.
    HKIC — first meeting held, and GDW deliberately not pitched. Kenny: "didn't feel like I should pitch in the first meeting." She is very interested in quant strategies — Two Sigma and KainoQ; follow-ups in September on KainoQ, and Kenny has invited her as keynote at a Wharton event in October alongside the Dean. Arriving at HKIC as a product conversation rather than a capital ask is the stronger sequence — and her Two Sigma interest is a direct opening.
  • 11 Aug 2026
    product 25 Aug PR is the weakest link — and a competitor is running a Millennium raise the same day
    The PR problem, in Alan's words: Liu Shan has media connections including Asian Private Banker, but "seems like she has no idea about our announcement" — she was briefed by text. Alan: "You cannot do that. You need to give her background… we need to treat her better than just a text." And bluntly: "Honestly we had a terrible experience with her last time. PR is not her full-time job and GDW is certainly not her priority. Can she be more available for this? Or should we just give up?" William's read is harder — "don't think 劉 will add any value given the experience last time." Landing: a proper briefing call this week (Kristy + William), and William has opened a WeChat group. Paid placement agreed — Alan: "Yes we must, 應該幾萬元人民幣就可以了." ⚠ Keep it inside the rule already in the brand plan: coverage must come through third parties, "not us talking about ourselves, which is borderline illegal" — a paid 鱔稿 needs the same disclosure discipline. Alan's framing is the one to hold everyone to: "This announcement is a very important moment to get more press coverage on the company, so we can make it easier for our IFA to sell in the future."
    Also for the announcement: the Shenzhen office agreement was due to complete 11 Aug, and Alan wants the footprint stated — "So we should say GDW has offices in HK, SZ, SH? List them all out."
    ⚠ Competitive collision on the date: Endowus is hosting a Millennium International capital-raise webinar at 12:30 HKT on Tuesday 25 August — their CIO Hugh Chung with Head of Alternatives Yuhan Tan, on a US$92bn manager. Same day as our merger announcement, same audience, and Millennium is #2 on the very top-five hedge fund list William used to position 传承基金. Alan asked "they have alloc?" — worth answering, but the scheduling point matters more: check whether our announcement window collides, and consider moving the press moment a few hours earlier.
  • 11 Aug 2026
    team New distribution lead: an MFO spinning out of 中原 — already licensed, and we are offering the GrowHill split · Noah stalls the EAM route · ops strain
    Cheney is in conversation with a new MFO spin-off from 中原 (Centaline). "They have got their licence so they are very likely to run independently, but I think our commission scheme would be attractive enough to push most of their flow to our side." He asked whether he could share the GrowHill commission split at executive-partner level; William: "I think it is OK to share — can attract them to join. Flow is key." This is the first inbound test of the payout as a recruiting instrument — exactly the lever the Competitor tab says we have to compete on against KGI's eat-what-you-kill. Track whether the split alone converts flow from a firm that does not need our licence.
    Noah is doing what we expected. Trying to get portfolio visibility on a client held at Noah: Gene — "EAM is the only way a licensed corp would allow sending client data to another party, and that party must also be a licensed corp." Cheney — "if Noah treats us as a competitor it could have countless means to drag and prolong the EAM agreement." Alan: it may be easier if the request comes from an individual acting for the client rather than from GDW. William floated an info@ mailbox for statement distribution; Cheney flagged the two open questions — whether Noah emails statements at all, and whether there is read-only portal access (a client will not hand over trading-capable credentials). This is the manual workaround for exactly the problem the PB EAM APIs would solve.
    Ops: Miranda is overloaded and "panicking on new tasks" — Cheney has taken over CEIS and is sorting her workload; William: "if we can get new ops supporting staff, please do so — wealth and IFA generate a lot of ad-hoc and tedious requests." Licence application quotes: Simon HK$120k vs Cheney's ex-head-of-compliance at HK$100k. A standard GDW_NDA_template.docx now exists. The weekly meeting has been renamed — "GIG/GDW Weekly Catch-up" cancelled, "Growhill Weekly Meeting" now recurring Tue 21:30-22:30 HKT. Two admin items to clear: three outstanding invoices from New World Tower (serviced office, suite 2109) and Alan's request that board entries follow "Update … → Action (Name)" format or his AI will not pick them up.
    Closed: the Antarctica/Citco "short form" alarm was a false alarm — Miranda queried it directly and Citco confirmed it was a generic notice to all investors with no action required; the existing FHE Fund SP short form stands.
  • 10 Aug 2026
    product ⚠ THE JUMBO INSURANCE MARKET HAS STOPPED — first-hand, from Chen's own book Kenny/William/Alan · 08:09-08:17
    Kenny asked the right question this morning: "Can you see if there is indeed a sense of change around both trust and offshore insurance? Are Chinese slowing down or even not considering HK now?" The answer came back inside eight minutes, from people who write the business: Chen's typical case is a premium above US$1M — structured 1×5 (US$1m a year for five years) or 5×5 — "and it can get much higher for the HSBC big-whale clients"; Manulife writes the very largest. Then: 「呢個水平都停晒」— "They all stopped for now" — 「其實100都唔算好大」·「大家都睇定啲」·「邊會蒲頭咁高調買大保單」 ("who would stick their head up and buy a big policy that visibly"). The mechanism is visibility risk, not affordability — buyers are not gone, they are hiding. Why this matters more than it looks: it is independent, first-hand corroboration of the finding on the Competitor tab that the IA suspended the Mainland-visitor premium breakout after FY2024 — the official data went dark at roughly the moment the underlying activity went quiet. Anything in v48 that carries an insurance line off a Mainland-visitor assumption is now doubly unsupported: no published data, and a market our own people describe as stopped. Alan has the 2026-30 forecast marked SLOW; this belongs in that rework, not after it.
  • 10 Aug 2026
    compliance The "US landing point" goes from idea to workstream — and it needs a compliance frame before it goes any further
    Kenny (08:10): "We talked about it a few days ago among us, and was wondering if we should set up a US landing point for our clients. East West Bank (obviously biased because that's their business) said clients want US since it's not CRS compliant." Alan: "Maybe the US is the only country that won't share data with China. But geopolitics shift can change it overnight as well." And in GDW PE Deals: 「现在是香港,但可能很快就无处可逃」. Live actions: William sees Oscar on Friday for the trust-structure side, and can test it with the new Manulife leads on Wednesday. Alan's own board carries it as "explore non-HK wealth landing points (Cheney, William)". ⚠ The compliance framing has to come first. "Not CRS compliant" is being repeated as a selling proposition. Marketing a jurisdiction on the basis that it does not report is precisely the conduct the SFC and IA are enforcing against right now — and it would sit very badly next to the Futu/Tiger penalties for unlicensed mainland solicitation. The defensible version is tax and succession structuring with full disclosure; the version in this thread is not yet that. Get RO sign-off on the language before it reaches a single client or a deck.
  • 10 Aug 2026
    product 配货 CONFIRMED — 陳 agreed 1:3 · but the written 营销方案 says 1:1 at team level, and the denominator is still open
    William (08:36): "思淳 prepared a 銷售計劃, let's build based on that. 陳 agreed 1比3配." That closes the policy question this dashboard has carried since 8 Aug. The 营销方案 as drafted (08:44): Two Sigma 底层管理费 3%/yr, carry 30%; 思宏 subscription fee 2% on US$300k-1M, 1% above US$1M; first 15 orders get up to a 60% discount on the subscription fee; a Two Sigma HK office visit for US$2M clients, with teams that complete a US$2M allocation getting priority.
    ⚠ Two things to settle face-to-face on Wednesday, both flagged in-thread:The written plan says 「各执行合伙人团队层面 1:1」 — 1:1 at the partner-TEAM level, which is not what Chen agreed. William caught it immediately: "Should be 1 x 3." Team-level 1:1 and client-level 1:3 are completely different controls — the first can be satisfied by one big MMF ticket somewhere in the team while individual clients sit at 50% Two Sigma. ② Alan: "so to be clear, it's $1 and then plus $3, so it's $4?" — the denominator. Yes: $1 Two Sigma + $3 other = a $4 relationship, Two Sigma capped at 25%, which is how the playbook is written. William: "Confirm face to face on Wed."
    Alan's refinement is right and should go in the playbook verbatim: "make it flex that they don't need to invest in anything right away with the extra $3. They can park cash there, or do just MMF. I know it's hard to make an extra decision on an extra $3 if my original plan is to invest $1 only." That is already rule R2 — money-market and cash count — but say it in the objection-handling script, because it is the objection.
  • 10 Aug 2026
    deal TS being signed today — Alan: "95% there" · new team board live at gdw-team.netlify.app · standing Monday call proposed
    Alan to the whole HK team (09:31): "Good progress on HY deal! 95% there. Just need to get TS signed. A ton of other work will get activated afterwards, leading to the merger announcement on August 25." In GDW PE Deals: "Now that we are signing TS, let's really move to making sales happen 🔥". Alan has stood up a team-facing board at gdw-team.netlify.app where each owner toggles their own task status — he has asked everyone to complete their first pass today — and proposes a standing 30-minute team call every Monday. Live-board delta already: P3 (compliant setup for IPO readiness) now reads SLOW PROGRESS, and William posted at 09:56: "HanKun Yin called over the weekend, told her we are in good progress in firm setup, will connect with lawyer Weng when we are ready to engage them." Note: the live board is now ahead of the 01:32 JSON export ingested earlier — treat the web board as the authority.
  • 9-10 Aug 2026
    compliance East West Bank KYC now OWNED — Heng takes it · deadline still 12 Aug
    The unowned bank deadline flagged yesterday is closed on the ownership question. William replied on-thread at 21:57 on 9 Aug: "Thank you Sophia. Heng will take over." — copying Jessica Pang (East West Bank), Elsie Chan, 卢恒初 Heng Lu, hkops@growim.com, Yilan Tang and Account Review. Sophia Chiu (Maples) acknowledged. Still open: the substantive response is due 12 Aug — two days. And the root cause is unfixed: the request sat from 15 May to 5 Aug because it was addressed to a departed employee. Worth a five-minute fix this week — an audit of every regulator, bank and administrator contact that still points at a leaver.
  • 10 Aug 2026
    team Advisory board becomes a real workstream — and Arca is the explicit model
    Kenny (08:43): "Arca has a crazy advisory board, we should have that too — stage 2, when we have more traction, say Q1 2027 — but can start thinking now about who to approach." The aspirational list: Kathy Shi (global board member of Julius Baer, Amy Lo's former boss, drove the investment into GROW), George Hongchoy, Kai-Fu Lee, Shan Weijian, and William adds "maybe some hedge-fund tycoon." Kenny: "Don't know if any of them will say yes but this is the aspirational list." The Arca reference is the competitor research feeding straight back into strategy — Arca's launch bench (Bill McNabb ex-Vanguard, Jason Wenk of Altruist, Morgan Housel, Peter Crawford ex-Schwab) is exactly the backers-as-validators play, and it is a cheap one. It also connects to the P7 投资专家顾问团 deck already in flight — that panel (Ted Lee, Paul Smith, PV Wang, William, Kelvin) is the near-term version of the same idea, and Alan has already asked for more local/Chinese names. Keep the two lists as one workstream, and get written consent from anyone named before either goes out.
  • 10 Aug 2026
    fundraise Alan's chairman dashboard updated overnight — the bridge book is now probability-weighted, and Ted Lee is formally OUT export 01:32 · authoritative per William
    Alan's book (10 Aug 00:53), which supersedes our running total: 100% — Anchor $2.2M, Scarlett $250k · 90% — Cliff $300k, Scott $500k-1M · 70% — Eric Munson/Gib $500k, Donnie $500k · Unclear — Emirates Bank, TK · NO — Ted Lee, Bullish, BJ Chung, Simon Loong · unlikely this round — HKIC, QIA. → Get the SAFEs signed by those committed (Alan). Three reconciliations against what this dashboard said yesterday:Ted is a hard NO, not "may still invest on a delayed schedule" — close the conversation. ② Eric Munson and the US SpaceX/Adit family office are the same line — Alan books them together as "Eric Munson/Gib $500k at 70%", so our separate $1.0M Munson row and $0.5-1M US-FO row were double-counting; corrected in the cockpit. ③ Cliff is 90%, not confirmed — so genuinely committed is $2.45M, not $2.75M. The good news is the weighted number: ~$4.1M, which clears the $4M target — but it needs the two 70% names to land.
  • 10 Aug 2026
    deal ESOP/KPI gap CLOSED — the last substantive open item on the HY deal · Alan: "terms broadly agreed, aim for signing this week"
    Alan ticked off "Finalise ESOP-related KPI incl metrics with Chen" as completed at 01:27 on 10 Aug. That was the 30%+ gap flagged on 20 Jul ("Pretty big gap in KPI tied to ESOP. 30%+ difference. Need to close.") and it has been the last real blocker. Alan's 10 Aug note: "Terms broadly agreed with HY. Aim for signing this week. Start refreshing all the other final docs."Get the TS signed this week (William); refresh the final docs and get a lawyer onboarded (Cheney). This is consistent with the execution-version TS/MoU that Cheney circulated on 9 Aug — the two threads have converged.
  • 10 Aug 2026
    product Two new workstreams from Alan: 20 IFA interviews in two weeks, and a non-HK wealth landing point
    ① IFA discovery (p7). Alan: "Want to do a round of IFA interviews to map client persona and needs, so we can better design our offerings." → explore with Chen and run 20 IFA interviews inside two weeks (Alan, Sindy, Cheney). Worth pairing with the competitor findings — the interviews are the cheapest way to test whether payout, product shelf or platform independence is what actually moves an adviser, which is precisely the question our KGI/WRISE analysis could not answer from desk research.
    ② Non-HK landing point (p4). Alan: "Need to evaluate tax on HK trust and insurance situation, how to mitigate, and if we should consider a US landing point."Explore non-HK wealth landing points (Cheney, William). This lands the same week our research showed HK insurance economics being repriced twice in 12 months — the 70%/5-year commission spreading, the 50% referral-fee cap now being enforced, and the premium-financing restrictions. The two are the same problem seen from different ends; they should be worked as one piece, not two.
    ③ Brand D-Day (p8). "Aiming for merger announcement and rebranding to Growhill Wealth on August 25. Need to get website, URL, etc. all set up and ready for D-Day." → website, email, brand assets, URL (Kristy, Gene). ⚠ Add to that list the SFC register question — "Growhill Wealth" and "思宏財富" return zero results on the register today (see Competitor tab). Confirm whether the licensed entity is being renamed or Growhill is a marketing brand over GROW AM before the announcement copy is finalised.
  • 9 Aug 2026
    product 传承基金 already holds 3 of the world's top 5 hedge funds — Two Sigma is the 4th, and Bridgewater is being courted wechat · HY-GDW 核心
    Against a circulated 「十大对冲基金公司」 ranking — 1 Bridgewater · 2 Millennium · 3 Citadel · 4 D.E. Shaw · 5 Two Sigma — William told the HY core group (Alan, Chen Gang and the HY principals): "2-4 传承基金有仓位,5很快会加" — the 传承基金 already carries Millennium, Citadel and D.E. Shaw, and Two Sigma goes in shortly. On the number one name: "1约了桥水的人见面" — a Bridgewater meeting is booked (the 陳靜 / Scott / iCapital thread). Alan and Chen both acknowledged. Why it matters: this is the strongest credibility artefact the sales story has — 4 of the global top 5 accessible on one platform — and it reframes Two Sigma from "a product we are pushing" to "the missing name in a shelf we already own." Worth building into the 25 Aug launch and the P7 deck.
  • 7-9 Aug 2026
    compliance ⚠ Citco incident — GDW is prepared to refund a client's subscription fee · commission to 智汇 already withheld so the refund is loss-neutral
    Sindy (7 Aug): "目前这笔订单,给智汇的佣金尚未发放,就是因为 citco 情况,我和恒初提前沟通,扣住暂不发放的。所以如果退申购费,我们这边不会造成什么损失。" — the trailer to 智汇 on the affected order was deliberately held back by Sindy and 恒初 once the Citco problem surfaced, so refunding the client's subscription fee costs GDW nothing. William: "I am ok to give back sub fee if necessary." Sindy is drafting the 话术 and 方案 (client script + remediation plan). Open: the nature and scope of the Citco failure is not documented anywhere in this dashboard — get it written down: which fund, how many clients, what went wrong, whether it recurs, and whether the refund needs RO sign-off. A fund administrator problem that reaches the client is a distribution-risk item, not just a service one — and it lands three weeks before the 1 Sep business start.
  • 9 Aug 2026
    product Two Sigma client Q&A finalised (QA集锦 SX-vDX2) — the model-tampering answer is now scripted · ⚠ one line needs a compliance read
    Sindy and 宣思淳 Deckard iterated the pack through 17:43 (Deckard rewrote the last answer; Sindy reissued as vDX2) and shipped it to the product-sync group. The scripted position — 「对 Two Sigma 及 Spectrum 基金的影响:有限、未受冲击」 — rests on three claims:clients bore no loss — the US$165M deviation was repaid in full from the firm's own capital; ② performance and scale unaffected — Spectrum 2023 +8.376% · 2024 +10.659% · 2025 +10.97% · 1H2026 +6.45%, the 22-consecutive-positive-year record intact; ③ firm AUM US$85.5bn (manager's Jun 2026 report), a record, with institutional money still in net inflow, co-CIO structure landed and the equity-neutral platform consolidated. ⚠ Compliance read needed on one framing: the draft says the repayment is "SEC 文件中确认的事实" — that is true of the repayment itself, but the Jan 2025 SEC order was for access-control, compliance/supervisory failures and a Rule 21F-17(a) whistleblower breach, not for the tampering; and the individual is under indictment, not convicted. Any sentence that lets a client infer "the SEC sanctioned them for the tampering" must be corrected before this goes out. Same rule as the CIO notes: allegation stays allegation.
  • 10 Aug 2026
    team GDW 周例会 — Mon 10 Aug 14:00-15:00 (企业微信, Sindy chairs) · William dials in — typhoon grounded the SH flight
    Weekly standing meeting set by Sindy in the SPOTx group. William: "my flight is rescheduled due to typhoon — I will join online." The same typhoon is why he now stays in HK the whole week rather than flying to Shanghai (return leg was also at risk), with SZ on Tuesday to see the GROW SZ PM team, buy the team lunch and scout the shared office as a GDW event space. This is the first working session after the execution-version TS/MoU landed — the agenda should carry the Chen signature (Mon/Tue), the East West Bank KYC due 12 Aug, and the Citco refund script.
  • 9 Aug 2026
    deal TS + MoU now EXECUTION VERSION (PDF) — signature split agreed: William gets Chen/HY to sign Mon-Tue, Alan gets the SAFEs signed · Alan kills the merged-KPI idea
    Cheney circulated 思睿宏奕_合作备忘录_execution ver and 思睿宏奕_并购条款清单_execution ver (16:28) — "latest mutually agreed; executable once we fill in the 宏奕 holdco legal name as the signing party." Only the yellow field is open; HY were asked to give the legal name same-day. Alan: "No more modification. Just sign the current one." He also rejected HY's proposal to merge the two entities' KPIs — "much easier if we manage separately" — and framed the deadline hard: "Wu wants to negotiate KPI, we shouldn't give them more time — now or never." Work split (Alan, 15:45): William → HY signature by Tue/Wed; Alan → SAFE docs signed by investors. HK-resource fee confirmed at 3% per the Sat call, rising to 4-5% if more HK resource is needed. Gating consequence: the 25 Aug brand launch holds only if this signs early in the week.
  • 9 Aug 2026
    fundraise Ted Lee's package REJECTED by Kenny + Alan — confirmed total drops back to $2.75M · Cliff Sheng's cash consulting ask also refused (advisory shares only) · new US family-office lead via Kenny
    Ted's revised ask (9 Aug, in writing): a smaller upfront ticket with the balance deferred, salary starting September, plus reimbursement of his investment if involuntarily terminated inside 2 years, and he wants to launch offshore China funds on the GIG/GrowHill platform into his old pension network (CPPIB et al). Kenny: "Invest or not. No reimbursement… if we take this we look sooo pathetic desperate — laughing stock of the street." Alan agreed. Landing: Ted may invest, a delayed payment schedule is fine, but no salary and no side deal on reimbursement — William to deliver. Same call on Cliff Sheng, who wanted US$10-15k/mo and to bring in "a few people": no cash, a small advisory share at most — Kenny/Alan see no revenue line. Kenny's corrected running total: 2.2 anchor + 0.25 Scarlett + 0.3 Cliff = $2.75M confirmed (Ted's $500k from 7 Aug comes out). New: a US family office — ~$500M from SpaceX, 40 of 48 deals exited, an Animoca investor (Adit Ventures) — pitched in NYC and likely in for $500k-$1M at the same $75M, possibly $1M alongside his contact Gib; Somesh Khanna (LPL board) parked for ~6 months "when we have more traction." Kenny sees Clara Tue, David Siegel next week; Alan sees Donnie Fri (TK Chiang is a separate line, not Donnie's). Bullish and WeLab now both "likely no." Alan's own flag: "we don't even have a proper dataroom… all of our cheques so far are 刷人情卡."
  • 9 Aug 2026
    product Two Sigma structure pivots to a FEEDER — because Type 1 can't charge a management fee · $50M sizing · iCapital may build it · Kenny wants his own brand on the wrapper
    Cheney's licensing read (8-9 Aug): under a Type 1 permission GDW can take the subscription fee only — management fee and performance fee are both out; the fee has to be "a reasonable charge for the activity." Type 9 / DPM is what unlocks mgmt + perf fees. Two routes: (a) push clients onto a DPM mandate to buy the fund — nominee is still usable, but it has to be a genuine DPM of one product with real discretion to add and reduce; or (b) launch a feeder. Cheney: "$50M is worth a feeder — we can ask iCapital to build it for us and we control distribution," or build it in-house; he is checking iCapital's appetite. This reverses the 28 Jul "nominee account, no feeder" decision. Sizing discussed: US$50M, ~20% IRR expectation. Underlying is the Two Sigma spin-out — team one already running ~$200-300M, a second (Chinese) team leaving soon; the $50M is seed into the quant fund, not the VC. Kenny wants the wrapper to carry his own brand (his co-founded vehicle with David Siegel) and to distribute it through GrowHill using GDW's licence — a related-party angle to paper properly.
  • 9 Aug 2026
    compliance ⚠ East West Bank KYC review on GROW GLOBAL FUNDS SPC is due 12 Aug — and it was addressed to someone who has left
    Periodic review #604303, opened 15 May 2026, reminded 5 Aug with a response date of 12 Aug 2026. Both the original and the reminder went to elsie.chan@growim.com and HKOPS@growim.com — Sophia Chiu (Maples, VP) escalated on 9 Aug: "Elsie is no longer in Grow per my understanding," copying Ma Zong and Lu Zong. Three days left and no confirmed owner. Action: assign an owner today, confirm what East West Bank still needs, and close the growim.com mailbox gap that let a bank deadline sit for three months.
  • 9 Aug 2026
    product 25 Aug launch gets its hook: "digital employees" · investor deck v19 + P7 advisory panel assembled · William now in HK all week
    Kenny's PR angle for 25 Aug: not "AI" but a digital workforce — "digital employees working side by side with humans, supporting human IFAs," each with a staff ID number on the org chart, treated just like a human hire (GDW_Org_Chart_Abstract v6). Planned asset: a "team photo" of human and digital workers in front of the Growhill signage, shot before 25 Aug. Deck work: 20260809 思宏财富 客户简介 v19 and 思宏财富 P7 投资专家顾问团 v19 circulated. P7 panel so far — Ted Lee, Paul Smith (ex-CFA Institute chair, now GIG advisor), PV Wang (中國私募股權母基金之母), William, Kelvin; Alan wants more local/Chinese names — "Ted and Paul are probably seen as 老外." Everyone listed must consent to being named. Staff past-employer list extended: Maples, HSBC, CBRE, SAFE (中國外匯管理局), 廣發銀行, and 招商銀行 if GROW IFA counts. Travel: a typhoon grounded William's Shanghai flight (return leg also at risk), so he stays in HK all week (keeping the InvestOman / Michel-Emirates call; Alan covers InvestOman, William keeps Emirates), SZ Tue noon for the GROW SZ PM team and to scout the shared office as a GDW event space. Team dinner Wed 5-9pm, Town Club Teak House main room; Alan in HK Wed noon-Fri.
  • 8 Aug 2026
    product Sales playbook v1 written (EN + 简体中文 + PDF) — William sets the 配货基本要求 1:3, and the Two Sigma target is re-scoped to match
    Closes the two gaps named in-thread: no 配货 policy (Alan, 7 Aug) and no 捽数 process (Cheney, 4 Aug). THE RULE (William, 8 Aug): every $1 into Two Sigma requires $3 into other platform products — funds, structured, PE, insurance AND money-market/cash all count → Two Sigma capped at 25% of a client's platform assets. Minimum viable TS client becomes $300k + $900k other = a $1.2M relationship. Design logic: Two Sigma is the scarce, in-demand product, so it is the right thing to gate; letting MMF count keeps the ratio sellable (parked cash is the easiest client "yes") while feeding the sweep and the next allocation. DECISION on the consequence: the ratio is policy and does not bend — the target bends. $20M moves to a full-year 2026 target; the launch window is re-derived from onboarding capacity to $6M Two Sigma / ~$24M platform inflow / ~20 relationships by 15 Oct (2-3 client approaches per adviser, vs six under the old plan). ⚠ Still open: $20M full-year implies ~$80M platform inflow vs the $27.5M 2026 AUM KPI — the TermSheet's "AUM excludes cash" definition bridges it, but means advisers can satisfy 配货 with parked cash that never counts toward Chen's vesting KPI. Agree a split target (AUM-counting vs total inflow) with Alan and Chen before 1 Sep. Playbook also carries the 9 红线, PI gate, 套餐 A-D, 7-stage process with SLAs, 捽数 cadence (文強 chairs Tue), payout mechanics, objection handling incl. the 5 Aug Beijing rule, and a Chinese one-pager for advisers. Files: 06_Business-Build/GDW-Sales-Playbook-v1{,-CN}.{md,html,pdf}. New Sales tab tracks the weekly curve against actuals.
  • 6-7 Aug 2026
    deal HY shareholders meeting CLEARED — "以termsheet為準, 95% yes" · TS+MoU to sign as a combo w/c 10 Aug · brand launch set for 25 Aug: GDW sunset, Growhill public, Grogenta stays hidden
    Chen showed the MoU only at the 6 Aug 股東大會 (not the TS) — cleared, with the readout that the TermSheet governs and the rest are downstream transaction docs. Cheney: "sign termsheet + MOU as a combo in next few days, then prepare for announcement"; Alan notes announcing straight after MoU+TS isn't usual practice "but given our urgency of promoting we can do it"; William: "打鐵趁熱". Chen wants a catch-up call over the weekend 8-9 Aug; the Chen/Wu debrief led the 7 Aug 8:15am three-way. New "Growhill announcement prep" group (Alan, 7 Aug) — target Wed 25 Aug, timed so IFAs can sell from 1 Sep: Brand Launch Plan v1 + Merger Announcement Draft Kit v3 (press release, articles, pitch, partner post) + Brand Kit (Alan wants a darker brown). Strategy: announce the merger and Growhill ONLY — no mention of Grogenta, which stays a hidden ByteDance-style parent, revealed later via a separate Grogenta-branded "US$10M" funding announcement to TechCrunch + 36kr once money is banked. Media: William works CN (1-2 paid 鱔稿), APB for EN, RedNote/WeChat via third parties ("not us talking about ourselves — borderline illegal"). Domains settled: growhillwealth.com main; small IFAs/FOs under Growhill; large MFOs get horizons.grogenta.ai (Horizon accepts side-by-side, no white label). Alan: "I want to sunset GDW, it shouldn't show up anymore." Tech: deploy the marketing site + migrate all web/email off growdigitalwealth.com, cutover schedulable 00:00 HKT.
  • 7 Aug 2026
    fundraise Ted Lee COMMITS US$500k @ $75M ($100k funded by end-Aug) + takes a paid CIO-office role · anchor CB drafted as a supplemental agreement · Michel 10 Aug · Yang's US partner 12 Aug
    Ted meeting held 7 Aug (HK Club / New World). William's written summary: "1. Commit USD 500k investment at 75m valuation, fund 100k by end of Aug; 2. Officially will take up FT/special advisor role of GDW product committee / CIO office, and receive USD 15k monthly salary; 3. If the rest of 400k don't come in next 6 months, terms expired." ⚠ William is checking the package with Kenny and Louis — the $15k/mo salary and the 6-month expiry are unusual for a bridge ticket and set a precedent for other advisers. Anchor CB structure landed (SUPPLEMENTAL AGREEMENT_20260807, from internal counsel Luo Jing): drafted as a supplement to the existing $75M subscription docs rather than a standalone CB — $2M new money = 2.53% at $75M, plus 14.14% GIFTED from GIG founders (existing shares, not new issuance → no tax either side); Grogenta valued at US$10M; the CB must convert into BOTH Grogenta and Growhill; wet-ink deeds, no DocuSign. Jing stalled on drafting → Cheney now drafting, Jing to revise; Cheney to advise supplemental-vs-standalone. Pipeline: Michel (ex-FAB/Emirates) Zoom Mon 10 Aug 5pm (Alan + William from SH); Yang (河洋, ex-Aspen Digital) brings his US partner to HK Wed 12 Aug 4pm; Brian Chan (Animoca) called 7 Aug ~21:20. Alan's round framing — "we have raised USD 10M in our angel round" (4M bridge + 2.5M prior + 3.5M Animoca in-kind) — he later hedged: drop the 3.5 figure, keep Animoca in the partner list. Roger/Figure is NOT an investor — it's a launch conflict: Roger won't back a second Asian Figure vehicle if Nuva/Animoca is already launching; William prefers going to Figure directly (a launch without seed capital "would not be a successful launch") and is taking it to Animoca.
  • 6-7 Aug 2026
    product Two Sigma roadshow ran — "v good response", full sales pack shipped · Qube/QRT reachable via iCapital at $100k min · Antarctica on notice · ⚠ Beijing tax rule hits the insurance engine
    Two Sigma Spectrum roadshow Fri 7 Aug 9am — Alan: "William just did a great product call on TwoSigma apparently v good response." Sales pack complete and archived: factsheets (EN/CN/TW), 一页通 (SC/TW/CN), QA集锦, 逐字稿 transcript. 配货 policy deliberately excluded ("sales will do it in a separate week — this one is product intro") — Alan pressing for a written sales playbook: "Who's writing this up? … we don't want sales to cherry pick and just buy 200k of this." No orders before 1 Sep (agreed). New access: QRT Torus / Qube — Seviora/Qube quote 32.5-35% carry + 7%+ pass-through (~15-16% simulated after fees, $100M min), but the same underlying is reachable via iCapital at $100k minimum with a 0.2% feeder fee → open an iCapital account, bypass Antarctica. ⚠ Antarctica missed two months of orders — "我对他们平台的可靠性有非常大的疑心"; William: "agree we should diversify from Antarctica" (AML now cleared, 1 Aug trades approved, contract notes issued 7 Aug; MLD2 book-building live but no factsheet — GDW gives demand feedback next week). Kimi called off; FigureAI closes 31 Aug at $40B (next round $80B in Sep). ⚠ MACRO HIT (5 Aug): Beijing's new reporting rule on HK insurance + offshore trusts — Prudential −10% — is a double hit (港保 business AND the OPI 通道 revenue); pivot is to reposition Two Sigma inside "a bigger offshore wealth allocation story." A US-account/no-CRS workaround was explored and rejected (PPIP/Bermuda still CRS-caught, US tax worse, partnering a US EAM means handing over clients — William: "personally I think it is a trap").
  • 5 Aug 2026 (late)
    dashboard All tabs re-based on TS V8/MoU v11 full text · new IT tab added (Atlas ingestion pending code entry)
    Both docs extracted in full and propagated: Overview KPI band + fact sheet + Timeline now show the 70/20/10 deal state, $2.75M bridge, HKEX-2030; Cap Table redline marked RESOLVED (GIG 70% papered as one block, TS §5.1) and ESOP scenarios superseded by the §5.3 pool (30% Grogenta-only: 15 mgmt = 5/5/5 · 10 IFA · 5 Wu); licence remedy corrected to HK$1M flat (TS §9.1(c)); exclusivity = overseas business, to closing +12mo post-termination, revenue disgorgement + vesting stop on breach; termination rights are deliberately minimal (long-stop 270/365d, regulator refusal, insolvency, fraud — everything else resolves as ratio adjustment). Compliance tab gains the binding TS rails (regulated revenue in licensed entities · mainland carve-out · no-early-control-transfer · TP files). New IT tab: Cheney's Atlas build map ("4-6 months of pending tasks", weekly progress artefact) linked but code-gated — enter the team code in a browser and the next refresh ingests the board; meanwhile the tab reconstructs the build state from comms (shipped: new platform + English portals + MCP admin bot + demo video; in flight: Sep-1 hardening list, DPM/Futu-API, agentic features Sep/Oct).
  • 28 Jul-5 Aug 2026
    deal DEAL RE-CUT TO 70/20/10 AND PAPERED — Kenny: "we are all set with Chen!!!" · MoU v11 + TermSheet V8 iterated live 5 Aug · HY shareholders meeting Thu 6 Aug
    Final structure (TermSheet V8 + MoU v11, archived): both Grogenta (tech, ex-GWM Cayman) and 思宏财富/GrowHill Wealth (licensed): GIG 70% / HY-side 20% unconditional / 10% performance shares. The 20% = 6% designated HY shareholders + 10% Chen Gang & 王湛儒 (=文強, Chen's HK partner) + 4% three other founders, 3-yr vesting. +30% option pool at Grogenta ONLY (mgmt 15% = 5 Alan/5 tech/5 future-CEO · IFA 10% · HY-founder special 5%); 思宏财富 has no pool. Board 4:1: independent chairman (repping AB) + William + Kelvin/Ricky + Kenny (strategic-shareholder seat for Frances/Louis/Scott) + 1 HY — Chen accepted 3 Aug. Wu: IN but ring-fenced — keeps China-insurance economics: on HY offshore insurance, "$100 commission → GrowHill keeps $3-5, HY gets $95-97" (revenue-based, settled by William×Chen call 5 Aug) + GDW gets exclusivity on HY China's offshore business (飞单 = share cancellation) + a separate Wu KPI for his 5%. GDW takes over HY HK team salaries agreed (individual figures internal) from Aug — Hunghom rent HK$70k REFUSED. Protections: DD materiality $1M / >30% adviser attrition / ratio-adjustment cap 30pt; insurance-licence deadline 31 Dec 2026 (remedy −3pt or HK$1M, per the final TS text); exclusivity + non-solicit letter (overseas business, until closing + 12mo post-termination); long-stop 270d (ext. 365). KPI fight resolved by holding financial targets (Kenny: "it's not about 对赌 — at his scale we cannot get listed"); "70:30 optics" kept for Chen's shareholders (80:20-incl-ESOP framing rejected). Next: HY/思宏 shareholders meeting Thu 6 Aug (MoU only shown), TS signing this week, formal docs T+60 → early/mid-Sep signing, PR blast after TS. 文強 being considered as RO. Frances (5 Aug): 陳鋼人品 OK, but "老胡有点不正" — keep Wu watched.
  • 28 Jul-5 Aug 2026
    fundraise Anchor CB $2.2M CONFIRMED (Louis 1M · Alan 0.5 · Kenny 0.7) + Scarlett 250k + Cliff 300k · Scott $0.5-1M signing mid-Aug · "US$10M angel round" announcement planned mid-Sep
    Tracker 4 Aug: anchors $2.2M in; Scarlett confirmed 250k; Cliff Sheng 300k (SAFE + Deed sent); Scott (Lighthouse): compliance reviewing, mid-Aug signature, early-Sep wire — William pushing to $1M (PFIC answered: not PFIC); Ted: meeting Fri 7 Aug 10:30 HKGTA — no committed number yet (internal estimate 250k @60%); Bullish likely NO (30 Jul 10pm pitch — venture team is blockchain-only; possible Sylvia HK follow-up); Simon Loong likely no (paternity); HKIC/QIA/Oman parked longer-term (no Clara meeting held yet). Anchor instrument: 2-tranche CB converting into BOTH Grogenta and GrowHill — Luo Jing drafting off Kenny's math ("$2M new money → 2.53%; +14.14% founder gift shares, no tax"). Post-close comms: announce "$10M angel round" (4M bridge + 2.5M prior + Animoca 3.5M in-kind), press mid-Sep. New leads: Yang (ex-Aspen Digital) + US partner 12 Aug · Erebor Bank/Craftt · Michel call to schedule · Bridgewater Asia intro (陳靜 via Scott/iCapital) · Temasek HK mid-Aug (Qube access). No money wired yet; close still 31 Aug. Cash check: US$1.2M on hand, burn HK$555k/mo GDW + HK$300k HY HK → 12-18mo runway pre-raise.
  • 28 Jul-5 Aug 2026
    product Two Sigma DD + distribution agreement in motion — fees set, $20M-by-Oct-15 target · Kimi called OFF · 7% AB Figure fund Oct · Sep 1 = business start
    Two Sigma Spectrum: fees set 28 Jul — 300k-3M: 1/1/0; 3M+: 1/0/0 (1% sub split 0.7 IFA / 0.3 GDW; mgmt-fee waiver at $3M platform assets); capacity $10-20M end-Q3 (Juan); nominee account, no feeder; $20M minimum clarification + PPM/DDQ/distribution agreement exchange running via Sindy×Juan (email 31 Jul); IFA training decks built 5 Aug; hard rules: no Kenny name, nothing in 朋友圈; net-return math (9-10% after 3/30) drew Kenny's "absolutely ridiculous from a client perspective" — Cheney floats a Singularity + Two Sigma barbell (Singularity may soft-close in 1-2mo). "No order before 9.1" — Sep 1 is business start (IFA contracts). Kimi secondary CALLED OFF (Cheney 4 Aug: "too rush and I don't trust Hongyi") — lesson logged: "our sales team is not ready for time-sensitive deals"; DeepSeek got zero traction; FigureAI secondary teaser only ($40B val, closes 31 Aug). 7% products: AB Figure fund (weekly dealing, ~7%, target Oct) + 高息寶 bundle sooner + AI cash-optimizer Sep/Oct. DPM ready bar "small twists"; FCN moving FinLoop→Gold Horse (IFAs prefer 盈立/uSmart); AllFunds $70k/yr held ("hold our bullet"); iCapital onboarding free; Bridgewater/Qube access threads open. Tech: English-dubbed platform demo video produced overnight for the Bullish NYC pitch (= the investor "agentic demo" deliverable); GDW MCP admin bot live; "$5M of system in 2 months," 70-item hardening list before Sep.
  • 28 Jul-5 Aug 2026
    team CEO decision: Cheney = COO (~Oct start) — William Chow passed over · ESOP mgmt pool 5/5/5 · Heng out Sep/Oct · Regina + 王潇 released
    Chow passed: Alan — "we do not need William Chow if Cheney comes"; Cheney's own read: "good coordinator… not good at zero-to-one — another Alan"; William: "need someone to execute and manage sales"; keep Chow warm for internationalization later. Cheney takes COO post-raise (~Oct), asked to bring 500k capital. Mgmt ESOP restored to 15% = 5% Alan / 5% tech team / 5% future CEO (2% time + 3% KPI; "tech's KPI is sales"). Heng: back to group / out — finance rebuild Sep/Oct. Compliance: hired the ex-Noah consultant (HK$20k/mo) over Jon (36k) for 1 RO + 10 LR filings; 文強 RO candidacy live. Bert 1:1 held 31 Jul ("interesting") — he's 90k/mo vs 15-20k market for a 挂名 RO → must take real KYC/onboarding work and sit with GDW in Central (Chen agreed). Cuts executed: Regina (Tao Shuang) + 王潇 released; Sindy = "the only one worth keeping" of China product — HK relocation push continues (still hesitant); 思淳 into GROW SH office. Auditor call 28 Jul: no immediate blocker; watch transfer-pricing 合理性 from the SFC angle; consolidated audit later at Grogenta level. ADGM licence (Frances's name) transferable to Grogenta; 劉央 interested in using the UAE licence. Office: 1 Peking Rd Oct (HY wants 12 seats @13k ≈ HK$100k — push back).
  • 20-27 Jul 2026
    deal Chen counter-construct "35% = 20 no-strings + 15 KPI" · SZ kickoff a success · Wang Xiao building Wu's plan-B — info blackout ordered
    Chen accepts "70/30 + 5% Wu" as settled but is recutting the internal split — his 22 Jul tabled construct ("GDW gives 35%: 20% no strings + 15% KPI; Chen takes 10 of the 20; Wu + HY shareholders the other 10 — Wu really maybe 3%") directly conflicts with the sent v20260718 (30% = 14+6+10, Wu 5% KPI outside). Alan reads it as designed for Wu to reject (Wu loses the offshore insurance income funding his onshore ops). KPI gap: HY wants 2027-28 targets cut ~30%; Alan holding the line — "there's only one set of numbers: investors, you, and me" — anchored to the HKEX profit tests; his bridge: AUM gap ≈ the MMF/cash product, insurance −30%, IFA count −20%; reminder issued: "$20M Two Sigma they have to sell." Timeline: Chen→Wu talk Tue 28 Jul, HY board next week, signing ~2 weeks out; nothing signed locks the 70/30 yet. SZ kickoff Fri 24 Jul (Ritz-Carlton 思宏合伙人说明会) = "great event and traction"; Kenny presented the investor doc; Cliff Sheng attended → now CEO-candidate AND investor prospect. Frictions: Chen resists sales targets/playbooks ("didn't want to run a sales team like Noah days") — GDW to steer 套餐ABCD/配货 in year one; Bert left early after unfriendly Q&A → William 1:1 Fri 31 Jul 11:30. ⚠ Counter-intel: Wang Xiao (invested RMB7.5M into HY) is actively building Wu's plan-B offshore team and pumping Bert for setup info; Regina gathering info — full info blackout ordered, Regina removal asap, Wang's termination timed to the Wu decision. Entities named: Grogenta (Grow Wealth Mgmt Cayman renamed) + GrowHill Wealth 思宏财富 (SFC 149 + HY brokerage, not yet incorporated); board Chen 1 / GDW 4; IFA equity requires licensed-IC status + GDW employment before vesting.
  • 20-27 Jul 2026
    fundraise Bridge instruments FINALIZED · Ted at $300k · Scott TS out · HKIC = Clara Chan responded · Ariel cut
    Instruments (Cheney, 26 Jul): externals sign a SAFE in Grow Wealth Management (Cayman) at $75M pre-money cap + a stapled "GrowHill Share Entitlement Deed" (free 1:1 GrowHill shares) — issuing from the shell holdco (inc. 21 Jan 2025) avoids the FRR hit on the SFC entity; anchors (Louis/Kenny/Alan) via 5-yr interest-free GIG Convertible Loan, fallback conversion at GIG's last-round mark (~$120M placeholder, being updated). Deck moved to DocSend-only (anti-circulation/举报). Alan's positioning: "we fundraise $4M with $2M committed — not entirely true but I'm sticking to it." Pipeline: Ted Lee countered the $500k ask at $300k + an IPO-option special term + product-committee advisor seat + name use — met Alan 23 Jul (Town Club), "that's a good number"; William to close. Scott (Lighthouse): $500k under consideration — asked for TS + structure, personal/US-trust format, prefers Cayman corporate; SAFE + Deed + one-pager drafted, to send. HKIC: Clara Chan responded 23 Jul — meeting within 2 weeks (name confirmed; earlier "Carol" reference resolved). QIA VC offering family-office intros (DeepSeek/Kimi access story); Bullish → Alan sees the NY team in August; Scarlett "real confirmation this week" (not yet landed); Li Lin re-approached via FO head 王培; new prospects: Cliff Sheng, WeLab's Simon Loong. Ariel cut from the raise ("did not bring anything meaningful"). Kenny flies to NY Tue 28 eve.
  • 21-27 Jul 2026
    product Alan's ExCom board ingested · HKEX assessment: earliest listing 2030 · standalone P&L v1 · Two Sigma $10-20M capacity · PE shelf fires up
    Alan's dashboard JSON ingested (export 20 Jul 22:41; the live layer is his 20 Jul history entries — new ExCom board panel in Business build). HKEX 主板 assessment v1: only the profit test works — FY2028 audit FAILS (2026+27 cumulative negative); FY2029 audit PASSES ($15.3M + $8.2M prior-2yr + $23.5M 3-yr) → earliest qualifying record FY2027-29, listing window 2030; phases: 12-18mo prep from 2028 (sponsor, 3-yr DD, JV-continuity fix, net-vs-gross revenue policy) → FY29 audit → A1 Q2-2030 → list 2H-2030; Cayman/no-onshore structure to sidestep CSRC filing. Standalone P&L v1 (self-contained NewCo): 2030 rev $181M / net rev $32.1M / EBITDA $21.8M (12%); breakeven 2027 (+$0.28M); 2026 −$1.97M. Alan's TLDR: "we need to make $$." Two Sigma: Juan confirms $10-20M capacity end-Q3/early-Q4 (Spectrum; 2-3 wks to confirm); product committee Tue 28 Jul on fees/terms; the Sep-1 first product will NOT be Two Sigma (timing) — 思淳 advice: focus ONE product, ~$15M 打量. "Secret weapon" (William): AI-enabled IFA DPM via nominee account + Futu API — Cheney: doable and legal. Product board adds WeLab margin lending (Simon Loong), the 7% cash product (design ASAP), insurance-lending cut, Hyperliquid-perp FCN (not urgent). PE shelf (new "GDW PE Deals" group): Kimi/Moonshot secondary (~$31B val / $67.96 per share, $5-10M tickets, ~$20M in blocks, 5/0/0 fees — Cheney DDing SHA/ROM) · DeepSeek new round (~RMB480B val via 元禾, mid-Aug deadline) · Macau casino deal (何猷君 × Caesars: $5M min, money-back-if-no-licence, HIGH RISK — counterparty/资金挪用) · GAIB GPU financing (25-40% equity IRR / 13-14% debt) · 昆仑芯 (Cheney bearish). ⚠ In-thread legal flag: IFAs aren't yet contracted to a GDW-owned entity — "we don't sell until Sep 1; our legal is a mess." Ops: old-client migration completing; English portals live; fund admin renegotiated to $70k/fund/yr; CITCO/Antarctica nominee-KYC blockage — tri-party call this week.
  • 20-27 Jul 2026
    team CEO race narrows — William Chow vs Cheney-as-COO/CTO, decision this week · Heng transitioning out · housecleaning
    Kenny met Kelly (not the fit) + William Chow ("almost there") — but HK$220k/mo flat; Alan: "too expensive unless he can bring in USD1.5M"; possible Oct onboarding. Curveball: Cheney wants to go all-in as COO/CTO over product/ops/tech — Alan (24 Jul): "smarter, more 接地氣 than William Chow"; top-heavy risk flagged. Alan's board ranking: Chow > Kelly(?) > Fiona > Cliff Sheng (Cliff → product-MD/advisor option; Bowen → deputy-CEO/marketing idea; Fiona met 27 Jul). Decision targeted this week. Finance: Heng moves back to the group — finance-head hire + rebuild Sep/Oct (Alan's board has finance AND compliance roles at RED). Gene renewed; Cheney's fee to rise post-raise; Sindy HK-relocation package in discussion; Zhang Tao out mid-Aug. Structure/audit: AICo↔WealthCo charge model settled = revenue-share (mid/back-office outsourcing) + fixed platform fee; auditor engagement URGENT (Alan: "don't go further down a path an auditor might refuse") — GIG auditors ZSZH/Fuson/大信 + possible Baker McKenzie opinion (~$10k); non-licensed income labelled "brand consultancy"; Finder Agreements kept OUT of the licensed entity. UAE entity: usable for revenue-share but cannot conduct HK licensed activity. Office: Chen team 6-8 seats at 1 Peking Rd (Oct target).
  • 20 Jul 2026
    product New-entrants watchlist added to Competitor tab — Alpaca · Feathery · Wealthfront (WLTH), standing monitor
    Researched & carded per William's ask. Alpaca ($135M Series-D ext led by Peak XV + ~$300M debt, $1.15B mark, 16-17 Jul): agent-first brokerage rails — MCP server with 65 tools for LLM agents, self-clearing, 7M+ accounts, SBI Asia channel → potential custody/execution PARTNER, not competitor; BD conversation recommended pre-QIA. Feathery ($30M Portage-led, 14-15 Jul): AI onboarding/doc-extraction/carrier-auto-fill for wealth & insurance → the blueprint for Miranda's 100-client onboarding bottleneck and multi-insurer application auto-fill; buildable in-house (Cheney/Gene). Wealthfront — premise corrected: IPO COMPLETED Dec 2025 ($485M @ $2.63B), now $9.70 / $1.45B = 31% below offer (7 Aug 2026) because ~74% of revenue is rate-linked cash-sweep spread → two lessons: cite its automation ceiling (~$267M AUM / 4,000 clients per employee) in the AI-cost-base pitch, and anchor the GrowHill-Tech listing story on durable fee revenue (4-7× multiple), never on rate/flow windfalls — validates the recurring-%-of-net north-star. All three set as standing monitor items refreshed each update cycle.
  • 19 Jul 2026 (eve)
    product v48 assumptions benchmarked vs peers (deep research) — 2 aggressive, rest defensible
    Deep-research pass against primary filings (LPL 10-K/Q4'25 adversarially verified · Schwab RIA study · SJP AR25 · Noah 20-F/Q1'26 · iFAST AR25 · AIA FY24 · MDRT official · HK IA practice notes). Conservative/in-line: 2–2.5 new clients/adviser (full-time peers do 4–7; Noah RMs ~6–7), $200–600k tickets (Noah offshore avg $470k/registered client), 90% retention (LPL 97% verified, SJP 94.9%), 68/32 split (inside the 60–80% full-service platform band; iFAST blended ~66/34). Aggressive: ① adviser ramp 50→1,000 active (HUB24's best-ever year +572 in a mature market, SJP +14, RJ +75, Cerulli 72% rookie washout; must be framed as HY-merger/cohort M&A with Chen's 100/330/610 KPI as the delivery contract); ② insurance $130–150k/adviser = 1.9–2.5× the MDRT HK bar (~US$60k FYC) for the AVERAGE adviser — defence is producer selection + AIA HK's +23% VONB tailwind, plus a sensitivity at $70k. ⚠ New model gap: HK IA commission-spreading rule (eff. 1 Jan 2026) caps yr-1 participating-policy commission at 70% with ≥5-yr spread — v48 books commissions in-year; cash timing needs rebuilding (compounds the ~$600k free-cash position). Killer stat: GDW assumes $0.4–1.5M new money per adviser/yr vs $3.5–7M at LPL/RJ/SJP/HUB24 — 3–10× below peers. Scorecard panel added to Forecast tab; full cited note at 04_Research-Notes/GDW-v48-Assumptions-vs-Peers.md.
  • 19 Jul 2026 (PM)
    dashboard Forecast tab REBUILT on the recalculated v48 — the investor-deck model, fully loaded
    William supplied a recalculated copy (Desktop/GROW HK/Copy of GDW NewCo forecast model v48.xlsx, 19 Jul 11:15). Headlines: 2030 gross $209M / net revenue $34.4M / EBITDA $24.0M (11%) / net income $20.4M; breakeven 2027 (+$1.05M); total AUM $5.12bn + $790M legacy AUA = $5.9bn. 2026 lands at $19.6M gross (referral $9.5M + insurance $7.5M) / EBITDA −$1.6M. Cash: $1M open + $4M Q4'26 raise → trough $3.41M; −$0.59M without — the raise is now REQUIRED in-model (v32's "$0.6M need" is gone). Notable: the model's "AUM (HY basis)" line — $27.5M/'26, $316.5M/'27, $1.21bn/'28 — is exactly the Chen KPI target set in the v20260718 proposal. vs v32: gross up ($192→209M) but net/EBITDA down ($28.5→24.0M, margin 15%→11%) — the merged model keeps less. v48 has no scenario engine (v32 scenarios kept as labelled legacy). ⚠ This copy still contains the QA bugs Sindy/Heng flagged (field-payout memo $52.2M, office lease missing) — confirm Alan's Monday version has the fixes. Forecast + Adviser-engine + Watch rebuilt; file archived as 02_Source-Documents/GDW-NewCo-forecast-v48-RECALC.xlsx.
  • 19 Jul 2026
    dashboard WeChat finance office read on-screen — v48 locks for investors MONDAY 20 Jul; QA bugs found; free cash is thin
    Read the GDW Finance Office group + Heng DM live in the app. Alan (18 Jul 01:57): "we will lock this version [v48] for investor deck which we will be sharing with people starting Monday" — he'd tied historical→forecast→transition and needed OCIO AUM same-night "to send over to counterparties" (Heng confirmed OCIO $90M for both 2025 & 2026). Team QA on v48 since: Sindy — IFA-Earnings row 13 PE term pulls rows 13/15 instead of 17/20 (gross rev − EBITDA); the 2027 memo shows $52.2M field payout, correct is $26.5M; suggests FCN take rate 1.5% (model has 2.0%). Heng (19 Jul) — Referral sheet 2026 hard-coded to actual $9.5M while Business Drivers still shows $6M; the planned office lease is missing from Expenses; earlier: positive income-tax line is a loss-carryforward artefact (leave blank). William: "good catch" — ⚠ fix list is open while the model locks Monday. Consolidated NewCo P&L snapshot: 2026 EBITDA −$1.6M (merged view; vs GDW-only adjusted −$137k H1). Heng DM (19 Jul): GDW free cash = ~US$250k (Cayman) + ~HK$2M (GA) + ~US$100k+ incoming (mgmt fee + Antarctica redemption in process) — razor-thin against the Aug HY commission wave; William asked Heng for a cash-used-since-inception calc (not urgent). NOTE: WeChat desktop logged out during the read — William must re-scan QR to restore access.
  • 17-18 Jul 2026
    product Second WeChat pass (IFA工作组 · Miranda · Sindy) — MMF-sweep design · RO/NAV vendor quote · "Carol" meeting Thu 10am
    GDW IFA业务工作组 (Fri): MMF Plus implementation design settled in principle — the Futu/Robinhood-style cash-sweep (王潇: internet brokers pioneered it, "诺亚也跟进了" this year); Sindy's design = no capital advance by GDW, purely timing/process coordination of MMF-redemption → other-fund subscription; 王潇: at volume it must be system-driven, humans can't keep up — William: "Exactly. See if system can support first"; find process + cost, then decide together. Classified "important, not urgent." Miranda (Fri): vendor quote coming next week for a package incl. 1 RO + 3 licensed representatives + weekly-NAV admin — "cheaper than Maples"; William: fine at market rate, pick on service quality ("need them to be really helpful and respect you"). Sindy DM (Fri): Sindy flies to HK Sun/Mon for the full week with the team (Tue AM Alan meeting; SZ Fri); William: "Carol will see me/us Thur 10am" — a Thursday 23 Jul 10am meeting, likely the HKIC introduction Alan requested (he said "Clara" — reconcile the name).
  • 18 Jul 2026
    deal FORMAL Chen proposal sent — v20260718: 30% = 14% unconditional + 6% designated HY shareholders + 10% KPI
    After two days of live negotiation (Chen OK with 70/30; Wu demanded 5% upfront; Wenqiang 激动 over "only 10% unconditional"), the landing zone became 14% unconditional + 6% for the designated HY shareholders (MaoJie et al., written into the cap table, "no tricks") + 10% KPI-linked. The KPI 10% splits 2% (2026) / 4% (2027) / 4% (2028) with graduated vesting (100%→100% · 90%→90% · 80%→80% · 70%→40% · ≤60%→0). Unified targets: AUM $27M/315M/1,200M · insurance rev $7M/28M/61M · active IFAs 100/330/610 · cost cap $1.0/1.5/1.8M. Wu (宏奕创始人) gets 5% — but KPI-linked on the same targets, not upfront. Kenny sees it as the vesting test "to see if we allow Chen to vest"; formal doc (Chinese) shared 18 Jul. Cap Table tab re-cut to this basis. Source: 02_Source-Documents/GDW_HY_ChenGang_Equity-KPI-Proposal_v20260718.docx
  • 16-17 Jul 2026
    deal Chen negotiation dynamics — 68/32 untouchable · Wu has zero leverage · $20M Two Sigma 考牌
    Kenny×Chen (16 Jul): Chen aligned internally on 70/30. 68/32 field-payout is "基本法 不能动" ("don't be like Noah, changing terms back and forth — no credibility") — but Chen volunteered TP (~10% deduction before IFA payout) as GDW's margin lever; management-fee assumption stays 68/32. Read on Wu: he can't raise funds → zero bargaining power; worst case Chen abandons the HY shell and applies for fresh licences (insurance brokerage is the easy leg). Chen's fair criticism: GDW looks like "a bunch of part-timers" (no compliance officer, part-time tech/finance) → build the HK team. New execution test: Chen's team to sell US$20M of the Two Sigma fund by end-2026 (their own 2026 all-HF target was $15M) — the 头炮 product, William + product team doing 100% roadshow support; Sindy compiling XHS Two Sigma materials ("量化黄埔军校" angle).
  • 18 Jul 2026
    fundraise Investor deck FINAL — "20260718 GROW Digital Wealth-Investor Presentation" good to go; Ted Lee at $300-500k; HKIC intro requested
    Deck iterated v12→v16→v17→final in 3 days; Alan: "This version is good to go" — first shares to Scarlett and Donnie. New narrative spine: HK = world's #1 cross-border wealth hub ($2.95T, overtook Switzerland — BCG 2026 via Bloomberg 27 May), AI × WealthTech leader, $18T China hinterland; team page runs the Noah track record (1,600 advisers, US$674M peak revenue 2021); an "inorganic/M&A" page added. Open framing Qs: add GIG's $800M to AUA ("typical, and they're our shareholder — we have the mandate, just no fee") · EAM listed as absorb/grow lane. GROW China stats offered for the pitch: 445 accounts, RMB 3.8bn AUM, 100% of clients positive (75.5% of positions). Ted Lee: Kenny/Alan happy to meet in 1-2 wks, $300-500k ticket works. Alan asked William to get a meeting with Clara at HKIC — William on it. Franklin Templeton call happened 16 Jul ("useful relationship"). Deck archived: GDW-Investor-Presentation-20260718-FINAL.pptx
  • 17-19 Jul 2026
    compliance CRS / mainland-IFA structure SETTLED — each MFO seconds one HK-licensed rep; UAE entity pays B2B
    Oscar's original idea (GDW HK → GDW UAE → IFA co → sub-agent, for CRS comfort) was stress-tested by Cheney and revised: a UAE-licensed rep doing licensed activity in HK is a criminal offence; B2B payments to the HK MFO still leave CRS exposure at MFO level; and routing every individual through the UAE co makes it look like a laundering vehicle. Agreed plan (19 Jul): each MFO must place one HK-licensed rep inside the GDW HK licensed entity (minimally paid) — "a fair request" — with GDW UAE paying the MFO B2B consulting fees + BD salary/AUM commission (no visa/tax issue). Also settled: use the 12-month regulator window, not Miranda's conservative 3 months ("don't tie our own hands"). Full structure + money-flow + SOP/SLA to be presented at the Fri 24 Jul Shenzhen full-team session.
  • 18 Jul 2026
    team Org chart drawn (Chen's ask) — SPOT roles assigned; Ted Lee joins Product as unpaid consultant; model v33→v48
    Sales = Chen (Wenqiang in sales, CS sits under sales) · Ops = Bert front-end KYC + Miranda mid/back-office, both report to William first · Product = Sindy + Deckard + Ted Lee (ex-CPPIB Asia head / ex-Blackstone — unpaid consultant; launching a China FoF offshore fund at GROW; GDW may use his name; bio drafted) · Tech = Cheney + Gene. Re-label "part-time" people as GROW Investment Group secondees on the IFA-facing chart. Also: separate AI-company naming underway (Cayman) — must NOT carry the Growhill brand (arms-length/authenticity of platform income for IPO); candidates "Grogenta"/"Grovesta". Forecast model jumped v33 → v48 (adds MMF Plus / PE / FCN / Carry engines, GDW-legacy split, merged half-year view; 100 new IFAs in '26 vs 150 before) — ⚠ computed totals not cached in the file; Forecast tab stays on v32 until a recalc lands. IRD follow-up letter received 18 Jul (scanned — needs reading). Ops: Miranda walks through the 100-client onboarding bottleneck Tue 21 Jul 9am; GDW team dinner Thu 23 Jul (Town Club, 7 pax); platform English version live (demo.growdigitalwealth.co · code gdw2026).
  • 16 Jul 2026
    product Product shelf logged — 32/50 fund houses + 18/50 hedge funds live
    From GDW Product.pptx: contracted with 32 of the top-50 mutual-fund houses (foreign + Chinese + HK + Korean — HSBC, BlackRock, UBS, PIMCO, Franklin Templeton, E Fund, CSOP…) and 18 of the top-50 global hedge funds incl. 6 of the top 10 (Millennium, Citadel, Point72, D.E. Shaw, TCI, Two Sigma). Strong "selective platform, not a supermarket" evidence for the QIA/Scott decks. Open top-tier BD targets: JPM, Fidelity, Schroders, Capital Group. New Product shelf panel in the Business build tab.
  • 16 Jul 2026
    fundraise New forecast model v32 — consolidated NewCo P&L + 5-scenario engine
    Major upgrade (v28→v32): full merged-entity P&L with insurance/alts, and category names now match the finance-office remap (License → Referral Service). Base case 2030: rev $192M / net rev $41M / EBITDA $28.5M (15%) / net income $24M; breakeven 2027; total AUM $5.3bn; modelled funding need just $0.6M. Scenarios span $118M–$301M gross / $18M–$53M EBITDA. Standout: base EBITDA ($28.5M) sits below Benchmark-reality ($28.8M) — cutting insurance commission to 55% raises net margin to 20%, so the commission-downside barely dents EBITDA. Forecast + CFO + Scenarios tabs rebuilt on v32. ⚠ reconcile the "$0.6M funding need" against the live $2–7M bridge in the deck.
  • 16 Jul 2026
    product WeChat sweep — Horizons partnership in active fund DD
    Read the other GDW/GROW WeChat groups directly. Live one is GDW / Horizons 沟通群 (11): Horizons (Bella) diligencing a GDW fund "BSY" and sharing their DD-report template; ⚠ GDW has no completed DDQ/RFP for BSY yet — Sindy providing factsheet + presentation + PPM (via 达沃/Dawo app) instead. Minor ops gap: fund DD documentation incomplete for at least one shelf product. The 思宏 groups are dormant/logistical (核心群 stale since 7 Jul; 工作组 = weekly-meeting links + PE-deal lists; legal stale since 15 Jun) — the live deal talk is in the finance office + WhatsApp, not these groups.
  • 16 Jul 2026
    compliance Read the GDW Finance Office WeChat group directly (app)
    Message text isn't extractable from WeChat's encrypted DB, so read via the app itself. Live thread (Alan · Heng · Sindy · William): Alan reconciling his investor model to the finance team's actuals. Key: "26年 GDW standalone 以你的为准 — my 2026 forecast has HY mixed into it" (confirms the gross-vs-adjusted split as an open item); OCIO margin validated at 30bp ($120M × 0.3% ≈ $0.4M); category remap (license+distribution → one "distribution"; "referral" = "license service"); open Q to Heng (distribution $90k rev vs $161k cost); deciding if Carry/Subscription continue 2027-30. Folded into the CFO finance-office panel.
  • 16 Jul 2026
    dashboard GDW finance office (WeChat) — gross P&L view + IRD + ADGM true-up
    From the group's shared files: gross-view FY26 forecast $9.27M revenue (referral/Oscar $8.0M booked gross at ~2% margin) vs EBITDA −$588k — the "two honest views" issue now extends to the full-year forecast; keep gross vs adjusted labelled. IRD letter: profits-tax clearance for the GROW Growth Fund termination (needs SFC s.104 answer + cessation-date audit). ADGM/FSRA true-up US$14.1k due 17 Jul (NH INV-20261006; underlying FSRA $52k incl. 4 approved persons). LPF: $3.4M time deposit; $490k→HKD loan-to-RP; HK SPV account opening. CFO tab has the full panel; docs archived.
  • 15 Jul 2026
    deal HY deal RECUT — 70/30 into TWO NewCos; Chen 30% = 14% + 6% + 10%
    New structure (Growhill papers 13-14 Jul + Alan's 陈刚股权与业绩目标 deck 15 Jul): Growhill Wealth/思宏集团 (holds Grow AM 1/4/9 + HY insurance broker) + GrowHill Tech (platform IP, VIE-linked, the IPO vehicle) — each 70% GIG side / 30% HY. Chen's 30% = 14% upfront (incl. suggested 4% carve for MaoJie, his call) + 6% bar1 (low 对赌) + 10% bar2 (company-level KPI that also binds chairman/mgmt). Alan+William see Chen 16 Jul; full-team SZ session 24 Jul. SFC s.132 approval = 4-6 mo critical path; IA leg (4-8 wks) completes first. Cap Table tab rebuilt on the new waterfall.
  • 15 Jul 2026
    fundraise Bridge tracker set — close by 31 Aug; Michel/EIB + Franklin Templeton + QIA in motion
    Kenny's goals: 1) Anchor CB $1.5-2M (Louis/Alan/Kenny) · 2) Donnie Lam/Scarlett/TK Chiang $0.5-0.8M (Kenny) · 3) Bullish $1-2M (Alan) · 4) Scott $1-2M (William, call Wed 22 Jul). Longer: HKIC, QIA (deck by 28 Jul, Kenny×Louis mtg), Michelle. Worst case $2-2.5M bridges to 1Q27 merged-entity raise. Michel Longhini (Emirates Inv Bank) call 15 Jul: bank (not PA) interest, China-synergy angle, formal zoom w/ Ruth+Kenny+Alan early Aug — Kenny flags 75M won't pass institutional DD (Scott = higher probability). Franklin Templeton zoom Thu 2:30pm. Google-Sheets fundraising tracker live.
  • 14-15 Jul 2026
    product Old-system client-data crisis — resolved same day; growdigitalwealth.co live
    Cheung To claimed old-system client data was vendor-encrypted and unrecoverable (vendor contract ended) — Cheney/Gene retrieved everything within hours and cracked the password handling. Full migration to Cheney's new system before end-July; users reset passwords "for security." Domain moved off AWS → growdigitalwealth.co (demo./app. live), growdw.com redirects. OTP constraint: no legal SMS to mainland numbers without onshore entity → email OTP interim (UX risk for Chinese clients — watch). New-platform demo to core team 16 Jul (recorded for IFA training).
  • 14 Jul 2026
    fundraise Historical monthly financials delivered · forecast model v28
    The series Alan needed for the investor story: monthly 2025.01–2026.06 (AUM $87M→$114M over H1'26, 123 IFAs, advisory ~$95k/mo). GDW-only FY26 forecast (714 recut): advisory $735k + license $105k + distribution $50k. v28 drivers: 150 new IFAs 2026 → 400/yr by 2029; fees 1% sub + 0.7% mgmt (GDW margin 32%/60%). Assumption confirmed w/ Heng/Sindy: gross revenue 1.7%, Oscar revenue in full (= "License service, Cat E" referral line).
  • 10-15 Jul 2026
    deal PE-deals shelf building: Figure AI · Galaxy (G-Dragon) · Anduril · Horizons
    Figure AI Series C — secondaries closed; GDW claims only access until Series D. Galaxy Corp (G-Dragon) pre-IPO via GDW nominee: 3% access fee (Ariel 2.5% / GDW 0.5%), nominee counts as AUA. Anduril $15M min blocked by UBO rule (~20% PRC-passport line → need 80% non-PRC; Taiwanese angle). Unitree/DeepSeek closed (A-share STAR; onshore = GDW won't touch). Horizons CP (Paul, ex-William team): white-label platform partnership, DPM structure, two product-flow models. Sindy building a PE-deals dashboard.
  • 14 Jul 2026
    dashboard Revenue-strategy actions executed: payout grid · CFO KPIs · HanKun addendum
    GDW-Adviser-Payout-Grid.xlsx (06_Business-Build): tiered 65→83% + 5% recurring kicker; headline "88% for stars" wins recruiting vs LPL 87.9%/EAM 80% while blended ~72% keeps platform ~28% (≈3× LPL's take). CFO tab gains 2 north-star KPIs (recurring % of net · bps net take). HanKun pack addendum: 5 counsel questions on the May-2026 SFC/CSRC crackdown + IA PI-exemption confirmation (needs William/broker entity).
  • 14 Jul 2026
    product Revenue-driver strategy + market research (24 sources)
    New working paper GDW-Revenue-Driver-Strategy.md (04_Research-Notes): the $2M→$50M math needs advisers 6× AND activation 3× AND productivity ~1.75×; take-rate benchmarks (LPL net 26bps · iFAST ~1% AUA/84% recurring · HUB24 29bps); HK now #1 cross-border hub ($2.9T, BCG-verified); ⚠ IA commission cap 1 Jan 2026 — PI-exempt = GDW moat; ⚠ 22 May 2026 SFC/CSRC crackdown makes formalistic reverse solicitation unsafe → fold into HanKun pack. Citable: BCG "AI-first = +15-20% revenue/adviser."
  • 13 Jul 2026
    deal HY latest term (TBC): 12% + 10% + 10% = 32%
    New HY structure to confirm: initial 12% locked (includes MaoJie 4% + 2nd shareholder 4% + ~4% Chen team) + two 10% KPI tranches. Cuts HY max from 40% → 32% (−8pt) and folds the paid shareholders inside the initial tranche. Founder-friendly — improves the GIG redline once signed. Cap Table tab updated (donuts/matrix still on v10 40% pending signature).
  • 13 Jul 2026
    dashboard Cap Table: GIG redline monitor + Angel round + Alan/ESOP re-cut
    Added the GIG single-largest-shareholder redline, the $2M Angel Strategic round (20% @ $10M), Alan's 15% chairman (5% direct + 10% from ESOP), and the ESOP pool re-cut (Lean 15 / Rec 18 / Full 22).
  • 12 Jul 2026
    fundraise Intro call with BJ (Simon Investment Managers, Korea) — investor + partner
    Two-track: potential ~$2M bridge shareholder and a commercial partnership (Korea products ↔ China RE). Next: William to set up BJ↔Rick Lee + an in-person HK meeting. Full detail in the Meeting Notes tab.
  • 11 Jul 2026
    deal HY equity essentially agreed — 30% + 2% kicker
    Chen Gang's bottom line came in at 30% (up from the 20% impasse on 9 Jul); Alan proposed 30% + a 2% outperformance/goodwill kicker — William agreed. Next: simulate the cap table + lock KPIs on a Mon/Tue call. Chen is under pressure to launch in August ("佢叫咗咁多人上船,佢一定要開船").
  • 11 Jul 2026
    product 50 FWD IFAs registered; migrating to Cheney's new system
    Building a historical monthly IFA/AUM/rev/client series back to 2025 for the model (Sindy + Heng); a GDW marketing dashboard is in progress.
  • 10 Jul 2026
    fundraise New investor: Qatar Investment Authority (QIA) VC arm
    Met via King Leung (InvestHK). Likes "AI × Wealth," wants HK/China champions, ticket US$1–5M, fast follow-up. Needs a big 2025/26-YTD number to justify $75M — plan: package GROW AUM through GDW (AUA+AUM → "$100M already") + a signed contract to service GROW's ~US$800M. If US$5M confirmed, Alan takes an active co-chairman role.
  • 10 Jul 2026
    product AWS block resolved — domain/email moved to GoDaddy
    Gave up on the AWS KYB approval that was stalling the offshore domain/email; bought the domain another way and is setting up email first. Clears the infra blocker flagged in Watch items.
  • 10 Jul 2026
    fundraise June revenue confirmed: gross ~HK$35M (~US$4.4M), net 2%
    Consistent with the CFO tab — net revenue is ~2% of gross flow; Oscar contributed ~HK$100k net in June. Reinforces the "package the number" challenge for the raise.
  • 9 Jul 2026
    compliance RO + Frances sign-off on the pragmatic SFC read
    SFC circular 26EC29 reviewed; online account opening OK, offshore platform access OK, no online pitch to known-mainland clients. Referral legal in HK; fees to the IFA firm; top-line senior-partner holds the licence. Noah operates the same way. (Detail in the Compliance tab.)
  • 9 Jul 2026
    deal HY shareholding v10 circulated; 40% ask flagged as a control risk
    Draft structure had HY/Chen at 40% → single largest holder of 思宏 ("dangerous — must not be a majority block"). Resolved two days later at 30%+2%.
  • 9–11 Jul 2026
    product Active shelf: Heritage FoF, G-Dragon/Galaxy Corp, Figure AI, Thai SWF
    Heritage (Citadel/TCI/P72 access, 1.5/15 on top) pushed to family offices + Franklin Templeton; G-Dragon/Galaxy Corporation pre-IPO and Figure AI have closing windows; a Thai SWF deal discussed in Shenzhen. Nominee route (3% FA fee) for tickets <$20M counts as AUA.
  • 9 Jul 2026
    team Gene (ex-consultant, HK$60k/mo) → full-time offer
    More productive than the old Shanghai IT team. William also flagged proper compensation for Alan/Kenny in the new round (GROW founders currently on modest GIG salaries).
  • 10 Jul 2026
    dashboard CFO tab added (FY2025 + H1'26 actuals) + revenue-reconciliation one-pager
    Actuals loaded (H1 rev $0.94M, EBITDA −$137k); the $0.94M-vs-$2.38M revenue-view issue documented in a board-ready PDF.
  • 8–9 Jul 2026
    dashboard Competitor tab (LPL + Arca visuals + Fosun), Investment-thesis panel, public teaser, iCloud handoff pack
    Public teaser hosted at gdw.growai.work; the whole hub mirrored to iCloud with a resume/handoff pack.

Sourced from WhatsApp (Alan AB Lau · Kenny/William/Alan · GDW IT · Cheney · Ted Lee · Gene · Sindy) + WeChat shared files, to 19 Jul 2026. Gmail + Zoom checked 16-19 Jul: nothing material (newsletters only; no meetings recorded). WeChat: finance-office group + Heng DM read on-screen via the app (19 Jul) until the desktop session logged out — re-scan the QR to restore access; other WeChat coverage is via shared files (DB encrypted). New entries are added at the top on each refresh. Figures are as stated in chat — verify before external use.

Animoca Brands deal ISA + SHA executed 11 mar 2026

Public announcement said "up to 15%"; the deal is staged as three 5% tranches. Definitive docs (Investment & Subscription + Shareholders' Agreement) were signed and executed on 11 Mar 2026 — firmer than the "term sheet" the press implied.

Structure

  • Stage 1 — 5% at closing. US$200,000 cash (44,444 shares @ A$4.50) into GROW Wealth Management (Cayman); US$75M post-money.
  • Stage 2 — +5% on US$20M aggregate crypto/RWA distribution through GDW, or a public listing.
  • Stage 3 — +5% when market cap reaches HK$10B.
  • Governance (per executed SHA): Investor Director right only once Animoca holds ≥15% (director needed for quorum); AB consent required for share redemption/repurchase, related-party transactions ≥US$30M/yr, and litigation >US$5M.

What each side brings

  • Animoca → crypto & real-world assets (RWA) for the product shelf, brand/marketing support, client referrals; contributes IP/technology (not cash beyond the US$200k share swap).
  • GDW → licensed SFC representatives, IFA distribution network, platform access. Reciprocal share swap: GROW also subscribes to Animoca shares with its own board seat and protections.
  • Status: ISA + SHA executed 11 Mar 2026; Alan Lau (ex-Animoca CBO) has left AB to chair GDW's board. Crypto/RWA distribution gated on GDW obtaining the relevant licence.

Latest from comms whatsapp · email · zoom → 9 aug 2026

Live status from the working chats, the growim.com mailbox, and a year of Zoom AI meeting summaries — where the deal is actually moving, and where it diverges from the formal decks.

The raise, as actually structured

The "$5M SAFE" in the teaser has become a ~$3M GDW-level bridge to close by end-August 2026, runway to Q1 2027, then a priced round.

  • Tranche 1 — insiders, convertible note: Louis Cheung $1M, Kenny $0.5M, William $0.5M. 5% coupon, $10M conversion strike, collateralised by founders' GIG shares.
  • Tranche 2 — externals (~$5M soft-circled): BJ Chung (Korea) $2M, DL/Donny $1M, Bullish/Michael Lau $1M, Scarlett $0.5M, Lincoln $0.5M. Unqualified: Oman OIA, QIA VC, Lighthouse, Emirates Bank.
  • Offer leaning: SAFE at 20% discount to next round (no downside protection) over a senior redeemable CB — to avoid early-stage debt drag.
  • Valuation friction: last round $75M post; some investors say the financials don't yet justify $75M. Money is for GDW/Growhill — GIG doesn't need it.

Product traction is real

  • $1M revenue booked June 2026 (auditor-confirmed); 2026 target $13M, of which $10M from the Oscar insurance channel at 2% margin.
  • FWD signed 50 IFAs onto the platform (30 Jun); next step is client pitching.
  • DPM (discretionary) shipped 5 Jul with a 20bps platform fee — the gate FWD/Wisely were waiting on.
  • Platform is agentic (chatbot drives any function); sites live (growdw.com, app, demo code gdw2026).
  • Custody: client money wires directly to DBS as independent custodian.

Project GrowHill — the merger now has a legal architecture papers 13–14 Jul · now SETTLED as TS V8/MoU v11 — see Cap Table tab

5 Aug update: this architecture survived intact into the signable TermSheet — two entities (Grogenta + 思宏财富/GrowHill Wealth), 70/20/10 each, mainland HY entities EXCLUDED from scope, regulated revenue stays in licensed entities (Grow AM + 宏奕安裕), arm's-length service fees with transfer-pricing files. Full terms in the Cap Table tab's green panel.

Two new holding companies (Cayman per the legal memo; Alan says "2 new BVIs ASAP" — jurisdiction to settle): Growhill Wealth / 思宏集团 = the regulated arm, holding Grow AM HK (SFC 1/4/9) + HY HK (IA insurance broker) and employing the adviser force; GrowHill Tech = platform IP, VIE-like contracts to the regulated arm, whitelabel/licence model, the intended IPO vehicle — mirrored registers so Tech's cap table equals Wealth's. Each: 70% GIG side / 30% HY shareholders, built by two share-for-share swaps.

  • Critical path = SFC s.132 (substantial-shareholder approval for GDW HK leg): 15-wk pledge, budget 4–6 months. IA controller clearance on the HY leg is only 4–8 weeks → HY acquisition completes first, deliberately.
  • Interim operating state: business starts under existing licences with arm's-length contracts before SFC approval — Aug launch doesn't wait for completion.
  • CB look-through: any bridge investor ≥10% of Growhill Wealth on conversion needs its own SFC approval — cap tickets below 10% or build their approval into the timeline.
  • Disclosure discipline: the s.132 filing is scoped, but SFC fit-and-proper looks through to UBOs and group structure — "only show this part" is a counsel decision, not a drafting shortcut.
  • To execute now: William to incorporate the two NewCos; Cheney drafting the agent-NewCo/payment-flow paper Chen actually cares about; legal fee estimate challenged (<$50k all-in per Cheney); dedicated comp-sec/finance hire + ECANET consultant (~5–10k/mo) + 章总 advising.
  • Calendar: Alan+William × Chen Thu 16 Jul 3:15pm (after Franklin T) · internal dry-run Fri 90min · full-team SZ session 24 Jul (single day, Kenny half-day; Wenqiang's format).

HY (宏奕): merger → separation

Now a de-facto separation, not a 50/50 merger. HY's domestic business stays 100% with Wu Weiguo; only HY's offshore/USD business folds into GDW, with HY domestic paying GDW a ~5% tech fee. The team wants to keep Chen Gang, disassociate from Wu (kept off the board).

  • Equity: 30% + 2% kicker agreed 11 Jul; recut 15 Jul to 14% upfront + 6% bar1 + 10% bar2 (MaoJie carved from the 14%, Chen's call) — full waterfall + KPI bars in the Cap Table tab.
  • Exclusivity lost: Wu is running a parallel roadshow (Jeff Li / Dymon), so GDW is no longer the sole offshore outlet.
  • HY financials flagged unreliable (KPI-back-solved) → ring-fence to the tech fee, don't consolidate.
  • Calendar: Chen mtg 16 Jul · SZ session 24 Jul · production start ~mid-Aug · weekly 思宏周例会 (Tencent, Mondays).

Leadership & competition

  • Alan Lau officially joined as Chairman ~1 Jul (APB exclusive). GDW still has no formal board — William is sole director until HY close.
  • CEO/COO search live: William Chow (ex-Raffles; Joseph Yam's son-in-law) and Kelly Zheng (ex-CreditEase / Oliver Wyman; Kenny meets her 20 Jul).
  • New competitor (7 Jul): Fosun's FinOne / 星路科技 — a B2B "private-bank-in-a-box" with an insurance licence, raising outside equity. Others: Nexus, Convoy-lineage.
  • People risk: Wang Xiao (王蕭) being phased out for leaking to Wu's side.

Capital & valuation history zoom · email

  • 2023 — founding raise: US$2.5M at a US$15M valuation (Francis $1M + three mainland individuals $500k each); GDW spun out of GIG.
  • Interim — family office at ~US$123M (per 18 Dec 2025 meeting) — notably above the current $75M reference; worth understanding the timing / share class.
  • Dec 2025 — Animoca at US$75M post-money for 15% (IP/tech, not cash). This is the mark the live raise references.
  • 28 Jun 2026 — "Terms to anchor" (email): a Series A sketch — $8–10M (40% GIG / 60% GDW), anchors Alan $1M + Kenny $1M + Louis Cheung $3M, 7.5% convertible debt, convert at 3× prior-year revenue, gated on +$3M new money by 30 Oct 2026.

The wider platform & IPO route zoom

  • Parallel ventures beyond GDW: a UAE hedge-fund raise (Ryan/Pravin — $5M, $2M guaranteed; PM Rob Holmes ~99% committed; Anton GP-stake talk), plus fund placements (Heritage FoF, DeepSeek RMB 50bn @ RMB 300bn). Broad ambition, but a real focus-dilution question.
  • ADGM (Abu Dhabi) is the offshore hub; Francis is Executive Chairwoman of the UAE entity; FAB (First Abu Dhabi Bank) floated as an H2 2026 strategic investor.
  • IPO venue not settled: signals span a backdoor HK-shell listing (Nov 2025), a US/NASDAQ path (target June 2027), and a ~US$200M market-cap goal. The Animoca milestone needs HK$10B market cap for Stock-Connect access.
  • US-IPO firewall: offshore→onshore→consultant structure to keep mainland revenue <50% and Chinese ownership <50%, avoiding PRC 备案 filing.

Product shelf GDW Product.pptx · 16 Jul 2026

The manufacturer relationships behind the platform — the concrete backing for the "selective, not a supermarket" thesis. Ranked vs the global top-50 in each class; ✓ = product cooperation already live.
Top-50 fund houses
32/50
已合作 · 外资 + 中资 + 港资 + 韩资
Top-50 global hedge funds
18/50
已合作 · the alts differentiator
Marquee HF access
6 of top-10
Millennium · Citadel · Point72 · DE Shaw · TCI · Two Sigma
Positioning
Curated
the "keep selling Citadel" shelf — capacity-constrained names

Mutual-fund houses — 32 live (of top 50)

Live (✓): HSBC · BlackRock · UBS · Allianz · Invesco · Amundi · BNP Paribas · PIMCO · AllianceBernstein · Franklin Templeton · Pictet · First Sentier · T. Rowe Price · Barings · E Fund · CSOP · China AM · Harvest · Bosera · GF Intl · Fullgoal · BOCHK · Haitong · ICBC · CMF · China Universal · Da Cheng · Value Partners · BEA Union · Mirae · Gaoteng · Income Partners.

Top-tier still open (target list): J.P. Morgan · Fidelity · Schroders · Capital Group · Janus Henderson · Neuberger Berman · Manulife · State Street · CICC · Guotai Junan.

Global hedge funds — 18 live (of top 50)

FundAUM $BStrategy
Millennium124.4Multi-strat
Two Sigma84.0Quant
TCI77.1Equity L/S
D.E. Shaw72.4Quant/Multi
Citadel65.9Multi-strat
Viking Global64.5Equity L/S
Brevan Howard58.6Global macro
Point7243.0Multi-strat
GoldenTree · Sculptor · Walleye · BlackRock Alts · Capula · Rokos · Caxton · LMR · Balyasny · Third Pointthe remaining 10 live names (14–39 $B)

Source: hedgefundalpha.com / With Intelligence 2025. Access to capacity-constrained names (Citadel, Millennium, Point72) is the differentiator no bank shelf offers retail — Alan's "keep selling Citadel."

Why it matters: this is the concrete backing for the platform pitch — 32 of the 50 largest fund houses + 18 of the 50 largest hedge funds already contracted, spanning foreign, Chinese, HK and Korean managers. It reframes GDW from "early-stage startup" to "a distribution shelf a private bank would envy," and gives the QIA/Scott decks a slide that's hard to argue with. The open top-tier names (JPM, Fidelity, Schroders, Capital Group) are the distribution BD target list. Full ranked tables in 02_Source-Documents/GDW-Product.pptx.

Distribution pipeline tracker · refreshed 7 jul 2026

Live view of the partner & IFA build. Mirrors 06_Business-Build/GDW-Distribution-Pipeline-Tracker.xlsx — refreshed on a regular cadence. Badges: live/signed negotiating/DD intro/early
Product partners
16
6 live/signed · 4 in DD · 6 early
IFAs on platform
~82
50 FWD + 32 HY (Chen Gang) · 250 target 2026
Live revenue line
Oscar
insurance ~$10M/yr @ 2% · $1M booked Jun
Next gate
Crypto/RWA
blocked on SFC licence · Animoca Stage-2

Product & distribution partners

PartnerBringsStatusNext action
Animoca BrandsCrypto / RWA, 15% equitysignedStand up shelf on licence
OscarInsurance channelliveScale premium to $10M
FWDInsurance + 50 IFAsliveMove IFAs to pitching
MSCI / 明晟Funds · 代销协议negotiatingClose distribution agmt
FigureHELOC ~7% fixed incomein DDConfirm terms (via GS/AB)
Horizons / ChartwellProduct / structuringnegotiatingLand commercial terms
ArcticAlts / cryptoin DDProgress DD (NDA signed)
DeepSeek · Heritage · MillenniumAlternatives shelfliveFill capacity
KraneShares · Mauna Kea · Moonshot · Jacques · GlebFunds / ETF / introsearlyQualify & first call

IFA teams & this week's focus

TeamIFAsStatus
HY / Chen Gang (offshore)32 → 180closing
FWD-sourced HK IFAs50live
Gary (ex-Noah)~25early
Wu Weiguo (China)separate
  • This week moves revenue: close HY offshore earn-out · activate 50 FWD IFAs · close MSCI 代销 · confirm Figure HELOC · scale Oscar premium · hit $30M transacted value.

Fundraise cockpit bridge · Kenny's tracker 15 Jul 2026

The live raise — now formally tracked (Google-Sheets tracker + this cockpit). CB into Growhill Wealth at a $75M cap, converting on completion of both acquisitions. Close by 31 Aug 2026. All figures US$.
Bridge goal
$4–7M
4 named tranches · close by 31 Aug
Worst case
$2–2.5M
Kenny: still bridges to 1Q27 merged-entity raise "with better numbers"
Valuation ref
$75M cap
CB cap = Animoca mark · Kenny: won't pass institutional DD — insiders/believers only
⚠ SFC look-through
<10%
any CB investor ≥10% on conversion needs own SFC s.132 approval — cap tickets

Bridge tracker — the 4 tranches (Kenny, 15 Jul)

#Who$MOwnerNext step
1Anchor core CB — CONFIRMED $2.2M 4 Aug2.2 ✓Louis 1.0 · Alan 0.5 · Kenny 0.7-0.75 · 2-tranche CB converting into BOTH Grogenta + GrowHill (Luo Jing drafting; "$2M → 2.53% + 14.14% founder gift shares")
2Scarlett — CONFIRMED · Cliff Sheng0.25 ✓ + 0.3Kenny/AlanScarlett 250k confirmed; Cliff Sheng 300k — SAFE + Deed sent; Donnie/TK still TBD
3Bullishlikely NOAlanPitched 30 Jul (Sylvia/Alasdair/Michael) — venture team is blockchain-only; possible Sylvia HK follow-up
4Scott — Lighthouse UPD 4 Aug0.5→1.0WilliamWaiting on NGI compliance clearance — William supplied further info w/c 3 Aug; Kenny 9 Aug: "Scott seems promising if he's just waiting for internal clearance." Mid-Aug signature, early-Sep wire; not-PFIC confirmed; William pushing to $1M
+Ted Lee — NO (ex-CPPIB / ex-Blackstone) UPD 10 Aug · Alan's bookOUTWilliamAlan books him in the NO column (10 Aug) — treat as closed, not pending. His 9 Aug counter — $50k now + $250k over 6 months, salary from Sep, investment reimbursed if terminated inside 2 yrs — was refused by Kenny + Alan: "Invest or not. No reimbursement." He may still invest on a delayed schedule; no salary, no side deal. William delivering.
+New leads NEW 4-5 AugvariousYang (ex-Aspen Digital) + US partner 12 Aug · Bridgewater Asia (陳靜 via Scott/iCapital) · Temasek HK mid-Aug (Qube) · Erebor Bank/Craftt · Michel call to schedule
+Eric Munson / Gib — US family office MERGED 10 Aug — was two rows0.5 @70%Alan/KennyAlan books these as ONE line. Adit Ventures; ~$500M from SpaceX, 40 of 48 deals exited, existing Animoca investor; pitched in NYC at the same $75M, with contact Gib alongside. Our separate "$1.0M Eric Munson" and "$0.5-1M US family office" rows were double-counting — corrected to $500k at 70%. Still useful for a US RIA-landscape read.
+Donnie Lam + Ivan Wong UPD 11 Aug0.5 @70%Kenny/AlanKenny, 11 Aug: "Donnie is real. He can be 500K between him and his friend" — the $500k is Donnie + Ivan Wong COMBINED, not each. Ivan Wong: older-generation banker, early 60s, knows Kathy Shi; Alan on the profile — "some grey hair is good." TK Chiang remains a separate, unclear line.
Emirates Bank (Michel) — OUT this round UPD 11 AugQ1 2027WilliamMeeting held 10 Aug. Won't consider investment until Q1; wants to see collaboration value first. Kenny: "might need to be his boss's personal pocket… we have dated long enough." Converted instead into a custodian/ops connection at William's suggestion — now a candidate for the PB EAM-API integration, alongside UBS and JPM. William sees him in Sep.
TK Chiang · InvestOmanunclearKenny/AlanTK still unclear on Alan's book. InvestOman: "will be a long journey."
Pei Wang / Li Lin family officenoKenny11 Aug: unlikely to invest — 「可以交個朋友」. Alan: "don't spend more time." Foundation is education/longevity philanthropy; Pei runs the Humansa deal. Relationship, not a cheque.
NO — Bullish · BJ Chung · Simon Loong/WeLab · Ted LeeAll four written off on Alan's 10 Aug list. Note the distinction on Simon Loong: he is out as an investor, but the WeLab Bank margin-lending deal is still live and marked on-track — Alan picks it up when Simon is back in HK.
Somesh Khanna — LPL Financial board NEW 8 AugKennyDeliberately parked ~6 months — "when we have more traction." Kenny's next-round dream list: QIA · HKIC · David Siegel · a Hillhouse/Sequoia
Alan's book, 10 Aug (authoritative): $2.45M at 100% (anchors 2.2 + Scarlett 0.25) · $1.05-1.55M at 90% (Cliff 0.3 + Scott 0.5-1.0) · $1.0M at 70% (Eric/Gib 0.5 + Donnie 0.5). Probability-weighted ≈ $4.1M — which clears the $4M target, but only if both 70% names land. Cliff is 90%, not confirmed — the $2.75M figure this dashboard carried yesterday counted him as certain. Live: Donnie (Fri) · Clara (Tue, Kenny) · David Siegel (next wk, Kenny) · Michel/Emirates (William) · Yang + US partner. Alan's own caveat: "we don't even have a proper dataroom… all of our cheques so far are 刷人情卡."
Superseded ↓ Running total (7 Aug): ~$3.25M committed (anchors 2.2 + Scarlett 0.25 + Cliff 0.3 + Ted 0.5) + Scott $0.5-1M in compliance review → the $4M target is now within reach for the 31 Aug close, though wires trail into early Sep (only Ted's $100k is promised inside August). Live conversations: Michel/Emirates 10 Aug · Yang + US partner 12 Aug · Donnie/TK TBD · Bullish and WeLab out. Post-close comms: "US$10M angel round" (4M bridge + 2.5M prior + Animoca in-kind — Alan hedged on quoting the 3.5 figure), press mid-Sep as a Grogenta-branded raise to TechCrunch/36kr.
Instruments finalized (26 Jul): externals = SAFE in Grow Wealth Management (Cayman) @ $75M pre-money cap + stapled GrowHill Share Entitlement Deed (1:1 free GrowHill shares); anchors = 5-yr interest-free GIG Convertible Loan (fallback @ GIG last round ~$120M, being updated). Deck = DocSend-only. Ariel cut from the process.
Longer-term / strategic (not in the Aug close):
QIA (Qatar) VC arm1–5Alan/Kennyoffering family-office intros (DeepSeek/Kimi access story) · $5M ⇒ Kenny active co-chairman
HKIC — Clara Chan UPD 11 Aug — first meeting HELDKenny/WilliamMet 11 Aug; GDW deliberately NOT pitched — Kenny: "didn't feel like I should pitch in the first meeting." She is very interested in quant strategies — Two Sigma and KainoQ. Follow-ups Sept on KainoQ; invited as keynote at a Wharton event in October with the Dean. Kenny: "sharp, wants to do stuff for HK, and practical." Arriving as a product conversation before a capital ask is the stronger sequence.
Michel Longhini — Emirates Investment Bank (institutional, not PA)(floated ~7.5 @ $75M/10%)Williamformal zoom w/ Ruth + Kenny + Alan early Aug · China-synergy angle · Kenny: low probability at $75M
HKIC · Michelle (William mtg next wk) · BJ/SIMONE $2M · Franklin Templeton (zoom 16 Jul) · Taiwanese (章总 network)variousfunnel

Structure & use of proceeds

  • Instrument: leaning SAFE at 20% discount to next round over a senior redeemable CB (avoid early-stage debt drag). Insider T1 converts at $10M strike, collateralised by founders' GIG shares.
  • 28-Jun "Terms to anchor" (email): a broader $8–10M Series A framing (40% GIG / 60% GDW), 7.5% convertible debt, convert at 3× prior-year revenue, gated on +$3M new money by 30 Oct 2026.
  • Use of proceeds: HY/adviser build $1.5M · tech/AI $1.0M · working capital $1.0M · G&A + compliance hire $1.0M.
  • Runway: lowest cash $2.8M with the raise; −$0.7M without — the raise is required. EBITDA-positive from 2027.

Seed investor terms from signed agreements

Actual terms extracted from executed investor/advisor agreements — one card per party. Source docs in 02_Source-Documents. All figures US$.

Kenny Lam — EEDK Holdings Ltd Senior Advisor Agreement · ~22 Jul 2025

Parties: Grow Investment Partners LLC (Cayman) ↔ EEDK Holdings Ltd (Representative: Kenny Lam). HK law. A hybrid advisor + seed-investor agreement. (Execution date blank in the doc — filename 20250722; confirm.)

Equity economics
  • Seed investment: US$500k into GROW Wealth (GDW) at US$50M post-money → 1% of GW, by end-2025 (clause 2.6).
  • Advisory equity (Share Incentive Plan):
  • • Pre-$1bn (2025): 0.5% GIG + 0.75% GW, anti-dilution
  • • Pre-$1bn (2026): 0.5% GIG + 0.75% GW, anti-dilution
  • • One-time 3% of GIG or GW if either hits $1bn before 2030
  • Total potential: GW ≈ 2.5% (1% invested + 1.5% advisory) + up to 3% one-time; GIG up to 1% + potential 3% one-time.
Role & other terms
  • Role: intro new shareholders/partners/growth; ops recommendations; attend Monday mgmt meeting ≥1×/3 weeks in person.
  • Status: contract for services (not employment); no salary/bonus/benefits; Kenny bears own tax.
  • Non-solicit: during + 3 months after. Non-exclusive (Company interests prevail).
  • Term: indefinite; either party may terminate after the 2nd anniversary on 6 months' notice; for-cause termination immediate.
  • IP: all Company Works vest in the Company.

Cap-table flags: Kenny's seed enters at a $50M post-moneybelow the $75M Animoca mark; note the entry basis in the cap table. The advisory grants carry anti-dilution and a 3% one-time $1bn milestone — material founder dilution to model. Confirm the blank execution date. Source: 02_Source-Documents/Senior Advisor Agreement - Kenny Lam_20250722.docx

Alan Lau — Executive Chairman 15% staged · T1 direct + T2/T3 from ESOP

Role: Executive Chairman of GDW (joined ~1 Jul 2026; ex-Animoca CBO / ex-Tencent WeSure). Equity = an initial grant + two KPI-milestone tranches, mirroring the Animoca 5/5/5 staged approach. Key structure (13 Jul): only Tranche 1 (5%) is a fresh direct grant; Tranches 2 & 3 (5% + 5%) are carved from the existing 15% ESOP pool — so they don't add new dilution on top, they allocate the pool.

Equity — 15% staged (5% direct + 10% ESOP)
  • Tranche 1 — 5% one-time Executive Chairman grant (on appointment) · DIRECT / new issue
  • Tranche 2 — +5% on KPI milestone #1 · FROM ESOP POOL
  • Tranche 3 — +5% on KPI milestone #2 · FROM ESOP POOL
  • Total: 15% of GDW5% new dilution + 10% out of the 15% ESOP. Alan alone would consume 2/3 of the ESOP pool, leaving 5% for all other staff.
To pin down
  • Define the two KPI milestones — revenue / AUM / listing / market-cap triggers (align with the Animoca and HY KPI logic so they're consistent).
  • Vesting & leaver terms on each tranche.
  • Anti-dilution? — decide if Alan's tranches rank with Kenny's/Animoca's.
  • Formalise in a grant deed alongside the Chairman Service Agreement (draft on file).

Net new dilution from Alan's chairman equity = 5% (Tranche 1 only) — Tranches 2 & 3 come out of the already-modelled 15% ESOP, so they don't expand the pie. But two things to watch: (1) ESOP budget — Alan taking 10% of 15% leaves only 5% for CEO/CXOs/sales, so top up the pool or re-cut it; (2) the redline — Alan's personal stake still climbs to ~20% (5% angel + 15% chairman), rivalling GIG regardless of where the shares come from. Source: user brief 13 Jul + Chairman Service Agreement draft.

Angel Strategic Shareholders $2M → 20% @ $10M post

An angel/insider round — US$2M for 20% of GDW at a US$10M post-money valuation (a deep insider entry; matches the v10 "insider tranche", convertible, with the discount funded by founders transferring their own shares). This is on top of Kenny's contracted senior-advisor equity and Alan's 15% Exec-Chairman equity (5% direct + 10% from ESOP). They wear multiple hats.

AngelTicketGDW %
Louis Cheung$1.0M10%
Kenny Lam$0.5M5%
Alan Lau$0.5M5%
Total$2.0M20%
Combined stakes — the "multiple hats"
  • Alan Lau: 5% angel + 15% Exec-Chairman (5% direct + 10% from ESOP) = ~20% personal. Only 5%+5% (angel + T1) is new equity; the 10% KPI is ESOP.
  • Kenny Lam: 5% angel + contracted senior-advisor shares (1% GW seed + ~1.5% advisory + 3% one-time GW $1bn; 0.5%+0.5% GIG) = up to ~10% of GDW. Per his executed Senior Advisor Agreement — see the Kenny card above.
  • Louis Cheung: 10% angel (pure investor).

$10M is far below every other mark ($15M seed → $50M Kenny → $75M Animoca → $123M FO) — deep insider pricing, and the discount comes out of founders' own shares. Note that Alan and Kenny appear in three places each (angel + role equity) — the cap table must sum all their slugs so their true combined ownership is visible. Source: user brief 13 Jul; v10 bridge tab.

IFA senior-partner equity — the 权益授予协议 template phantom equity · 10 Jul 2026

The implementation of the 10% IFA pool: a virtual-share / dividend-right contract (虚拟股/分红权) for senior partners (高级合伙人) — contractual incentive only, no shareholder rights before settlement; independent-contractor relationship, HK law, HK courts.

3-year vesting gates
  • 2026: team ≥5, ≥3 producing → tranche 1 unlocks.
  • 2027: team ≥10, ≥5 producing, insurance revenue ≥HK$2M/yr, AUM ≥HK$20M → tranche 2.
  • 2028: month-end AUM +20% YoY every month → tranche 3.
Economics & control
  • Settlement value = grant ÷ RMB 1bn × valuation at settlement; company chooses cash or stock.
  • Company keeps broad discretion: metric definitions, clawback, suspension on complaints/compliance review; missed gates lapse (no catch-up).
  • Note: RMB 1bn (~US$140M) reference is ~1.9× the $75M CB cap — the IFA pool is priced richer than investors' entry; fine for retention optics, but keep the two marks straight in external docs.

Source: 02_Source-Documents/WeChat-Shared-Files/权益授予协议_20260710.docx · Also live in distribution build-out: Horizons CP white-label (Paul, ex-William team — GDW shelf ↔ their DPM wrapper, full-transparency DD: PPM/IDD/ODD + fee terms) · IFA commission table 外部合作佣金表 archived · Gene full-time offer (60k → Alan proposes 70k→80k with funding) · new-platform demo 16 Jul recorded for IFA training.

Brand launch — Growhill goes public "Growhill announcement prep" group · target Wed 25 Aug 2026

The rebrand and merger announcement, gated on TS+MoU signature (w/c 10 Aug). Timed so IFAs can sell under the new name from 1 Sep, and because 思宏 is already in market in China.

The architecture — what's said and what's hidden

  • Announce Growhill Wealth 思宏财富 and the merger ONLY. Grogenta is not mentioned — it stays a hidden parent (ByteDance-style), surfaced later.
  • Grogenta gets its own reveal: a separate Grogenta-branded "US$10M funding" announcement to TechCrunch + 36kr, once the money is actually in the bank — "future investor reference is critical."
  • GDW gets sunset. Alan: "I want to sunset GDW, it shouldn't show up anymore." All web/email migrates off growdigitalwealth.com; platform logos updated; cutover schedulable for 00:00 HKT on the day.
  • Domains: growhillwealth.com = main site · small IFAs/FOs sit under Growhill · large MFOs get horizons.grogenta.ai (Horizon accepts "Horizon × Grogenta" side-by-side — no full white-label).

Assets, media plan & open items

  • In hand: Brand Launch Plan v1 · Merger Announcement Draft Kit v3 (press release, news articles, pitch, partner post) · Updated Brand Kit — Alan wants a darker brown, designer amending.
  • Media split: William drives CN coverage (free where possible, 1-2 paid 鱔稿) · APB for English · CNBC aspirational · RedNote + WeChat via third parties — "not us talking about ourselves, which is borderline illegal."
  • ⚠ GATING RISK HAS CHANGED (13 Aug): it is no longer signature timing, it is REGULATORY. Legal advised 「最好不要提GIG」; Kenny: "worried about the regulatory situation and do not want to highlight this at this moment"; Alan: naming HY HK may itself create exposure "因為他們本身就有官司在身" (they are already in litigation). Current landing: hold 25 Aug as the milestone, rework the content, and do not mention GIG in the release — 「我們以8月25號做對外宣傳作為milestone目標,再想想內容怎樣處理」. The tension Alan states plainly: dropping the merger and calling it a 思宏 rebrand makes it 「non news,是百分百沒有人願意去cover的」, but IFAs need brand exposure before they sell on 1 Sep. The modest, defensible goal he set: 思宏 is currently "不存在" on the internet — 「目標是至少讓我們可以被搜索到」. Two options on the table that would change the cap table: a brand-new company with new shareholders, or distributing GIG's Growhill stake down to individual shareholders (Kelvin, Julius Baer) so GIG leaves the cap table. Three-way call, then five-way with Ricky and Kelvin.
  • ⚠ And a consent gate nobody had logged: the merger requires Julius Baer and Lighthouse approval at GIG level — Alan is asking whether the SHA carries a reserved matter. Lighthouse separately wants to exit ("they want to make profit… low base… listed company, wants mark-up and exits"). Confirm the reserved-matter position in writing before announcing anything.
  • Original gating risk (now secondary): the 25 Aug date holds only if TS+MoU sign w/c 10 Aug. Alan concedes announcing straight after MoU+TS "is not the usual practice due to deal sensitivity and certainty" — the trade is deliberate ("打鐵趁熱").
  • The hook (Kenny, 9 Aug): "digital employees." Not an AI story — a digital workforce, with digital workers on the org chart each carrying a staff ID number and treated like human hires (GDW_Org_Chart_Abstract v6). Signature asset: a human + digital "team photo" in front of the Growhill signage, shot before 25 Aug.
  • Investor/client collateral: 客户简介 v19 (9 Aug) and P7 投资专家顾问团 v19 — panel = Ted Lee · Paul Smith (ex-CFA Institute chair) · PV Wang (中國私募股權母基金之母) · William · Kelvin. Alan wants more local/Chinese names — "Ted and Paul are probably seen as 老外." ⚠ every named panellist must consent in writing before the deck circulates.
  • Open: confirm or move 25 Aug · CN media target list to Alan · schedule the domain/logo cutover · decide how Animoca is described in the release (Alan hedged on quoting the $3.5M in-kind figure) · build the dataroom (Alan, 8 Aug: we don't have one).

ExCom board — Alan's priorities tracker from Alan's dashboard JSON · REFRESHED to his 10 Aug 2026 export · authoritative per William

Ingested from the chairman's own tracker (gdw-dashboard.netlify.app export, 20 Jul 22:41). RAG status = Alan's. His 20 Jul updates are the live layer; static text dates from the May board. Source: 02_Source-Docs/gdw-team-alan-2026-08-10.json (export 10 Aug 01:32) — prior export archived alongside. ⚠ Do not read Alan's milestone strip as current — it still says "Today: 21 May 2026", "MOU end May/early Jun", "GDW raise Q4 2026". The live layer is his history entries, as before.

Alan's own RAG, 10 Aug — and the two things he has flagged as slipping

RED — both are hires, and both sit with William
  • R3 Compliance — RED. Full-time person to work with adviser Zhang and ECANET. Alan's last note is still "No clear plan yet → William to set in motion." This is red while the East West Bank KYC sits unowned with a 12 Aug deadline and the 25 Aug launch is two weeks out.
  • R5 Finance — RED. "Confirm Hengchu full-time GDW. Flows get complex with IFA + compliance." Needs a full-time hire in HK or Shenzhen.
AMBER
  • R2 Tech/CTO — Cheney/Gene interim. Alan's own words: "Investors won't accept part-time on an 'AI-powered' story." Cheney stepping up toward COO.
  • R4 Marketing/comms — need at least one dedicated person who can reach PRC clients; ex-Noah referral from Kenny still open. Marketing activation marked on-track.
  • P3 IPO-readiness, P6 hiring, MOU milestone — all amber.
Marked SLOW by Alan
  • "Finalise 2026-30 forecast and the 2026-27 near-term budget" (Alan, Hengchu) — SLOW. This is the one to worry about: the SAFEs are being signed now and the 25 Aug announcement is 15 days away, both of which lean on a forecast that is behind. It also intersects the v48 model and the MCV-estimate problem flagged on the Competitor tab.
  • "Draft sales ESOP incl. vesting and grant details" (Alan, Cheney) — SLOW. Note the tension: the ESOP/KPI metrics with Chen are now closed, but the adviser-facing sales ESOP is still undrafted — and IFA equity is part of the recruiting pitch we are taking against KGI's eat-what-you-kill and WRISE's 400-rep bench.
Closed 10 Aug 01:27
  • "Finalise ESOP-related KPI incl. metrics with Chen" — the 30%+ gap open since 20 Jul. Done.
  • "Confirm all interest and close the book by end of August" — done, and it is what produced the probability-weighted book above.
On track
  • Get the SAFEs signed by committed investors (Alan) · marketing activation options (Cheney, Alan) · WeLab Bank lending deal when Simon Loong is back in HK (Alan) — live even though Simon is a NO on the equity.
#Priority (owner)RAGAlan's latest (20 Jul 2026)
P1HY M&A completion (William leading closing with Hengchu)● GREENAlan, 10 Aug: "Terms broadly agreed with HY. Aim for signing this week. Start refreshing all the other final docs. → Get TS signed this week (William). Refresh and get a lawyer onboard to handle the final docs (Cheney)." The 30%+ ESOP/KPI gap open since 20 Jul is now CLOSED (ticked 10 Aug 01:27). MOU milestone still amber.
P2AI ops & IFA agentic tech (Alan/William w/ Cheney; Gene executing)● GREEN"Good progress — ops workflow + HY alignment. Agentic experience still outstanding; video demo by end of month for investor purposes. Align KYC/subscription/money-flow workflow."
P3Compliant setup for IPO readiness (William + Hengchu)● AMBER"Agreed on AICo vs WealthCo setup. 6 weeks to execute; SFC approvals up to 6 months. Sorting compliant money flow. → Hire lawyers to review; engage GIG's auditor on accounting treatment."
P4Product curation (William, w/ Cheney + Sindy)● GREEN"① WeLab margin lending (Simon Loong) ② FCN on pre-IPO shares w/ Hyperliquid perp (not urgent) ③ insurance-lending cut ④ design the 7% cash product ASAP ⑤ exotic shelf (GPU financing, PE deals). → Contact WeLab; test ideas with IFAs."
P5Fundraising (Kenny driving)● GREEN"Base case: $2M Kenny/Louis/Alan + $2M external — Scarlett 500k · Donnie 500k · Ted 300k · plus Scott (Lighthouse), QIA VC, HKIC."
P6CEO & key-role hiring (all hands)● AMBER"Ranking: William Chow > Kelly Zhang(?) > Fiona Lau > Cliff Sheng (Cliff → product MD/advisor; Bowen → marketing, role TBD). Urgent also: ops ×1-2, finance ×1, compliance ×1. → Everyone meets all candidates this week, then decide."
P7IFA incentive & commission structures● DONE"Basically agreed; IFA stock plan is 'temporary'/adjustable. Commissions FIXED: 88% insurance / 68% funds." (基本法 reviewed with Chen; revisit after 6mo vs 10% net-margin test)
P8Culture & cadence — ExCom/OpCom● GREEN"Regular Tuesday-night call with HY; weekly team update coming soon."
Key-roles RAG: CEO green · CTO amber (Cheney interim — "investors won't accept part-time on an AI story") · Compliance RED ("no clear plan — William to set in motion") · Marketing amber (test Bowen) · Finance RED ("need new full-time person HK or Shenzhen").

Corporate development & pipeline

Live deals, drafts and properties found across Desktop/GROW HK, Desktop/GDW and WeChat files.

Deal pipeline

  • Animoca definitive docs in drafting — Investment & Subscription Agreement and Shareholders Agreement drafts dated Jan 2026 (D260112–D260115) in Desktop/GDW.
  • HY / Honyx (宏奕) — structure now settled (founders deck, 6 Jul): GDW merges with HY Hong Kong + Chen Gang's team; Wu Weiguo runs China separately, with original HY shareholders keeping upside tied to GDW. 32 IFA partners recruited in the first 2–3 weeks; first production expected Aug 2026; ~$1.5M/yr team-expansion cost for three years.
  • YouMe (YM) — term sheet Dec 2025 + joint business plan; combined pro-forma ≈ $920M AUA, $4.7M revenue, $2.4M profit (mid-2025 figures).
  • Series B — deck v19 dated May 2026 on file, ahead of the planned 2027 institutional round.
  • Leland Management — capital-increase agreement, 1 Jul 2026.
  • Earlier threads — Alger shareholder synergies (Dec 2024), NeutralTrade term sheet (Aug 2025), Two Sigma event (Nov 2025), Singapore subsidiary docs.

Platform & execution

  • AI platform v1 is live — front and back office rebuilt; GDW can trade and take orders today, iterating on IFA feedback.
  • Structured to list as an AI company — working with Han Kun (汉坤) so the IPO is valued on tech multiples, not wealth-manager multiples.
  • New distribution: Oscar channel business; FWD agent signing. New shelf: Figure Technology HELOC (US mortgage fixed income, ~7%).
  • Web estate: growdw.com · app.growdw.com · gdwifa.ai · growai.work · growim.com · "Dawo Shuzhi" app soft launch.
  • 2026 execution plan: ~50 IFAs onboarded per quarter; "Product 1000" platform IT v1.0 (Q1) → v2.0 (Q2).

Forecast — base case model v48 · recalculated 19 Jul the version Alan LOCKS for investors Mon 20 Jul

From William's recalculated copy of GDW NewCo forecast model v48.xlsx (19 Jul, US$ mm) — the investor-deck model. New vs v32: MMF Plus / PE / FCN / Carry engines, GDW-legacy split (legacy AUA held at $790M), merged half-year bridge, tax-loss carryforward. Base case: rev $209M / net rev $34.4M / EBITDA $24.0M (11%) by 2030; breakeven 2027; $1M open + $4M Q4'26 raise → cash trough $3.4M (−$0.6M without the raise — the raise is REQUIRED in v48). ⚠ The Sindy/Heng QA fixes (18-19 Jul) are not yet reflected in this copy.

Gross revenue by line, 2025–2030

1.7
19.6
44.5
93.0
151
209
202520262027202820292030
Insurance Distribution Alternatives (PE·FCN·MMF) Referral service Investment advisory (OCIO) Carry

EBITDA path (US$ mm)

0 -1.1-1.6+1.1+7.2+15.3+24.0 202520262027202820292030

Net revenue after field commissions: $2.2M (2026) → $34.4M (2030); blended net take 11%→16%. Net income turns positive in 2027 (+$1.05M) reaching +$20.4M by 2030 (income tax kicks in 2028 after the $2.6M loss carryforward is used). 2030 net-to-GDW mix: insurance $15.6M · distribution $10.5M · alts $5.1M · OCIO $1.8M · carry $0.9M · referral $0.4M.

Assets on platform (US$ mm, year-end)

197
1,050
1,429
2,412
3,966
5,908
202520262027202820292030
Distribution AUM (incl. legacy) OCIO AUM Alternatives (PE·FCN·MMF) Legacy AUA (held at $790M)

Total AUM $5.1bn + $790M legacy AUA = $5.9bn by 2030. The AUM-only line: $260M (2026) → $639M (2027) → $1.6bn (2028). The "AUM (HY basis)" memo — $27.5M / $316.5M / $1.21bn for 2026-28 — is exactly the Chen KPI target line (27/315/1,200 in the v20260718 proposal): the KPIs are this model's base case.

Cash runway (US$ mm, closing balance)

3.4
4.5
11.7
26.1
47.8
20262027202820292030

v48: $1M opening + $4M capital raised Q4 2026 → trough $3.41M (2026). Without the raise the trough is −$0.59M — v48 now says the raise is REQUIRED, unlike v32's "$0.6M funding need." That aligns the model with the live bridge at last — and with the real cash position (Heng, 19 Jul: ~$0.6M actual free cash on hand today, vs the model's assumed $1M open — the gap tightens the timeline further). Commissions pay the field ~monthly while revenue collects on provider terms.

Scenarios v32 LEGACY — superseded

⚠ v48 has no scenario engine — the 5-scenario table below is from v32 and its base column no longer matches v48 (rev $192M vs $209M, EBITDA $28.5M vs $24.0M). Keep for the sensitivity shape (commission-downside resilience) until scenarios are rebuilt on v48; don't quote its numbers.
ScenarioGross revNet revEBITDAMarginNet incomeTotal AUMMin cashFunding needBreakeven
Slow build (80–200 IFAs/yr)11826.718.416%15.62,9382.90.62027
Benchmark reality (55% ins. comm., −20% premium)14340.928.820%24.55,1872.01.52028
Base case (150–400 IFAs/yr)19241.228.515%24.25,3292.90.62027
Faster AUM growth (2.5–3.5 clients/adviser)22658.644.920%38.26,6242.90.62027
Faster recruiting (200–600 IFAs/yr, 15% churn)30171.653.518%45.57,1552.70.82027

Read: the spread runs $118M → $301M gross / $18M → $53M EBITDA by 2030. Note the base case EBITDA ($28.5M) sits below Benchmark-reality ($28.8M) — because cutting insurance field commission to 55% raises GDW's net margin (20% vs 15%) even on lower gross. That's the resilience story for investors: the downside case on commissions is barely a downside on EBITDA. Every scenario breaks even by 2027–28 with <$1.5M funding need.

Adviser engine

The growth flywheel: recruit advisers via the Noah IFA playbook + Honyx, keep them productive with the AI stack.

Adviser force & earnings (v48 base case)

20262027202820292030
New IFAs recruited100250350400400
Average active advisers502154727531,002
Income per adviser (US$ k)138127136143149
Distribution AUM per adviser (US$ mm)0.200.511.212.022.80
Field commissions paid (US$ mm)7.127.564.1107.6149.0

⚠ Field-commissions row derived from the P&L cost lines (excl. platform/custody fees) — the sheet's own "total field payout" memo still shows the $52.2M-in-2027 bug Sindy flagged; unfixed in this copy.

Key assumptions under the plan

  • 2–2.5 new clients per active adviser/yr at $0.2M→$0.6M average ticket; 90% AUM retention; 20% adviser churn.
  • Insurance: $150k commission per active adviser in 2026 → $130k after — insurance is ~96% of adviser income in 2026, still ~77% in 2030 ($114.4k of $148.5k).
  • Fees ~1% subscription (one-time) + ~1% management (recurring); GDW margins 32% distribution · 12% insurance · 30% OCIO · 2% referral.
  • Cost levers: 1 investment consultant per 30 advisers ($120k), 1 back-office head per 100 advisers ($80k), tech ~$1–1.4M/yr.
  • Adviser income $138k → $149k, which is the retention pitch against private-bank employment.
  • Commission stack (HY model): front-line 50% investment / 80% insurance, +10%/5% senior-partner and +8%/3% executive-partner overrides → 68%/88% to the field; GDW retains 32%/12%. Zero base salary; partner equity ¥300k / ¥2M vesting over 3 years; all contracts via Growhill / 思宏 licensed entities.
  • AI cost case: middle office for 1,000 IFAs ≈ 43 people / $10M vs ~367 / $47M at a traditional private bank — ~$10k vs ~$47k per adviser, and ~2× new AUM per adviser from freed selling time.

v48 assumptions vs peers deep research · 19 Jul 2026 · 38 adversarial votes: 37 confirmed / 1 misquote corrected

Each core driver benchmarked against primary filings — LPL 10-K/Q4'25 (fully verified 3-0, citable externally), Schwab RIA study, SJP AR 2025, Noah 20-F/Q1'26, iFAST AR 2025, AIA FY24, MDRT official thresholds, HK IA practice notes (primary-document extractions; zero refutations in two verify runs). Full note + verification register: 04_Research-Notes/GDW-v48-Assumptions-vs-Peers.md
v48 assumptionVerdictStrongest peer numbers
2 → 2.5 new clients/adviser/yrCONSERVATIVEMedian US RIA professional adds ~4–7 clients/yr (Schwab: 23–42/firm); Noah overseas RMs net-add ~6–7 active clients/yr. GDW needs ⅓ of a Noah RM's activity — good investor line.
New-client AUM $200k → $600kIN-LINENoah offshore averages ~$470k AUA per registered client (diamond $2.4M); the 2030 ticket merely converges to Noah's current mean. Frame the ramp as mix-shift, not productivity (AIA grows per-agent productivity just +5%/yr).
90% AUM retentionCONSERVATIVELPL 97.0–97.3% (verified) · SJP 94.9% · Schwab RIAs 97% for a decade. But keep the buffer: Noah's active clients fell 25% in 2024 — offshore Chinese wealth churns hard in stress.
68/32 payout splitDEFENSIBLEBelow US IBD payouts (LPL 87–88% verified; majors 73–74%) but inside the Kitces "full-service platform" band (payout 60–80%) and richer than iFAST's blended ~66/34. Sell it on the AI mid/back-office, never vs LPL. ⚠ HK IA caps referrer pass-through at 50% (Oct 2025) — refer-only tier ceiling.
Adviser force 50 → ~1,000 active · 20% churnAGGRESSIVE — biggest betHUB24's best-ever year = +572 advisers in a mature market; SJP netted +14; Raymond James +75; Cerulli: 72% of rookies fail in 5 yrs; Noah's offshore RM count shrank. Only credible as M&A/cohort onboarding — HY merger (123 IFAs day one) + lift-outs, with Chen's contractual KPI (100/330/610 active IFAs) as the delivery mechanism. Present it that way.
Income/adviser $138–149kMODEST total, elite mix~⅓ of LPL production ($390–470k), ~¼ of Noah overseas revenue/RM (~$650k) — headroom on the total. Risk sits in the mix: insurance is 77–96% of it.
Insurance commission $130–150k/adviserAGGRESSIVE + timing gap= 1.9–2.5× the MDRT bar (HK ≈ US$60k FYC) for the AVERAGE adviser — only a minority of AIA HK's force qualifies MDRT at all. Defence = selection ("we recruit proven producers"), and AIA HK's +23% VONB/+22% MCV tailwind. ⚠ Model gap: HK IA commission spreading (eff. 1 Jan 2026) caps yr-1 at 70% with ≥5-yr spread on par policies — v48 books commissions in-year; cash timing needs the deferral, on top of the ~$600k free-cash position.

The cross-check that anchors the whole model: GDW assumes $0.4M (2026) → $1.5M (2030) of new client money per adviser per year vs LPL ~$4.9–6.5M · Raymond James ~$6.9M · SJP £4.4M · HUB24 ~A$3.5M — 3–10× below mature full-time peers. That is the strongest one-line defence of the flow assumptions, and it isolates the real debate to two items: the adviser headcount ramp (answer: HY merger + Chen KPIs) and insurance production per adviser (answer: producer selection + a sensitivity at MDRT-level $70k).

Actions before investor meetings: 1) reframe headcount ramp as M&A-driven in the deck · 2) add insurance-production sensitivity at $70k/adviser · 3) ask Alan/Heng to build the 70%-yr1/5-yr commission spread into v48 cash flow · 4) keep retention + client-count assumptions as-is (credibility anchors) · 5) pitch 68/32 vs the platform band, not vs LPL.

HKEX Main-Board eligibility Alan's assessment v1 · 21 Jul 2026

From GDW-HKEX-Listing-Assessment-v1.pptx — only the Rule 8.05 profit test is feasible on net-revenue accounting. "TLDR: we need to make $$" (Alan).
Profit test (audited, US$M)Latest yr ≥4.5Prior 2 yrs ≥5.83-yr ≥10.3Result
List on FY2028 accounts7.2 ✓(0.6) ✗6.6 ✗FAILS — 2026 startup loss drags prior-2yr negative
List on FY2029 accounts15.3 ✓8.2 ✓23.5 ✓PASSES — earliest qualifying record FY2027-29

Earliest listing window: 2030 (after the FY2029 audit). Roadmap: Phase 1 prep 12-18mo through 2028-29 (sponsor + reporting accountant, 3-yr DD, group restructure, resolve JV-merger track-record continuity, lock net-vs-gross revenue recognition) → Phase 2 FY29 audit (~3-4mo) → Phase 3 A1 filing + review (~4-6mo, ≥80 business days pre-listing) → Phase 4 hearing/listing 2H-2030, market window permitting. Market-cap floor (HK$500M) easily met. Cayman / no-onshore-assets structure is designed to avoid the CSRC offshore-listing filing. Also required: 3-yr ownership/management continuity — another reason the Chen deal paper needs to close cleanly and soon. Note: the deck's profit figures (7.2/15.3) run slightly ahead of standalone P&L v1 (6.0/13.7) — reconcile versions before external use.

Timeline

From parent founding to plan horizon. Gold = current phase.
  • Jun 2021
    GROW Investment Group founded in Shanghai
    By William Ma and senior Noah alumni; "China's UBS" pedigree, first multi-strategy hedge fund in China.
  • 2022
    Julius Baer takes an equity stake in GROW
    Low-double-digit US$M investment; QDLP/QFII distribution partnership. Lighthouse also on the cap table.
  • Early 2025
    GDW spun out of GROW
    GROW Asset Management (HK) repurposed as the digital wealth platform; HK SFC Types 1/4/9.
  • 6 Dec 2025
    Animoca Brands term sheet signed (announced 15–16 Dec)
    5% + 5% + 5% tiered structure at $75M post-money; crypto/RWA product shelf; renamed GROW Digital Wealth.
  • Q4 2025
    Group AUM $564M, +40% YoY; GAM turns profitable Nov–Dec
    73% of growth from net new subscriptions. GDW still a cost centre; board (Julius Baer's David Shick) demands exit benchmarks and KPIs.
  • May 2026
    PRC regulators wind down Futu / Tiger / Longbridge
    Two-year wind-down for unlicensed mainland solicitation — compliant offshore channel narrows to a short list including GDW.
  • Jun 2026
    Alan Lau appointed GDW Chairman
    ex-McKinsey Digital Asia Senior Partner, ex-CEO Tencent WeSure, Animoca CBO. "Dawo Shuzhi" app soft-launching; ADGM Cat 3C licence secured.
  • 24 Jul 2026
    SZ kickoff — 思宏合伙人说明会 (Ritz-Carlton)
    "Great event and traction"; Kenny presented the investor doc; Cliff Sheng turned investor-prospect.
  • 5 Aug 2026 — now
    Deal papered: TS V8 + MoU v11 agreed — 70/20/10 both entities
    Kenny: "we are all set with Chen." HY shareholders meeting 6 Aug (MoU shown); TS signing targeted this week; bridge $2.75M confirmed of $4M.

CFO — finance control ACTUALS to 30 Jun 2026 · plan = model v48 (Forecast tab)

Revenue, expense and cash control for GDW. Actuals loaded from the finance pack (10 Jul, HKD@8; FY2025 per GA audit) — and the historical monthly series (2025.01–2026.06) Alan requested is now delivered (Heng/Sindy, 13–14 Jul; in 02_Source-Documents/WeChat-Shared-Files). Forecast model bumped v27 → v28. All figures US$.

NEW — the monthly history & the 714 forecast recut

Monthly actuals (GDW-only view)
  • AUM: $109M (Jan-25) → dipped ~$81-90M (mid-25) → $87M → $114M over H1'26; 714 forecast: $142M by Dec-26.
  • IFA count: 123 (Jun-26, incl. FWD).
  • Run-rates: investment advisory ~$92-100k/mo (steady) · license service ~$15-32k/mo · distribution first print $45k (Jun).
  • FY26 forecast (714 recut): advisory $735k + license $105k + distribution $50k — insurance/alt sit in the broker entity, not this view.
v32 model — driver assumptions to challenge
  • New IFAs onboarded: 150 ('26) → 250 → 350 → 400/yr; 2–2.5 new clients per IFA per year; avg new client $0.2M → $0.6M.
  • Fees: 1% subscription + 0.7% recurring mgmt; GDW margin 32% on subs / 60% on mgmt; 90% AUM retention.
  • Confirmed accounting choices (William↔Alan↔Heng/Sindy): gross revenue at 1.7%; Oscar's referral revenue booked in full = "License service, Category E".
  • ⚠ Reconcile: v28's 150 active IFAs = HY bar1 2026 target; the $142M year-end AUM sits between bar1 ($15M?? — GDW NewCo definition differs) and bar2 ($40M) — align AUM definitions (GIG-serviced vs GDW-new) before the QIA deck.

GDW finance office (WeChat) — the GROSS view & housekeeping files to 16 Jul

Gross P&L (714 recut) — the "packaged" view
US$kH1'26 actFY26 fcof which…
Total revenue (gross)2,3789,266the QIA "big number"
· Referral service (Oscar/OPI)1,4668,000Jun alone $1,412k — booked GROSS, ~2% net margin
· Investment advisory (OCIO)561735steady ~$95k/mo
· License + carry + subs306481carry $58k Feb, $196k FY fc
Total cost (mostly referral payout)1,9038,606June $1,470k mirrors referral rev
Opex1,0791,248salary ~$106k/mo + prof fees
EBITDA (gross view)−603−588vs −$137k in the adjusted mgmt view

⚠ Same company, two honest views: gross books Oscar's referral in full ($9.3M FY26 revenue, ~2% margin) — good for the "package the number" story; adjusted strips pass-throughs (−$137k H1 EBITDA). Keep both labelled or a diligence team will do it for you — this is the H1 reconciliation issue ($0.94M vs $2.38M) now extended to the full-year forecast.

Housekeeping — action items
  • IRD (21 Apr letter, resurfaced now): profits-tax clearance for the GROW Growth Fund termination — IRD wants (1) confirmation whether the OFC/sub-fund was offered to the public + SFC s.104 evidence, and (2) cessation date + audited financials 1 Jan 2025→cessation. Ties to this week's "Termination of GROW Growth Fund" email chain (hkops + WeGroup).
  • ADGM/FSRA true-up — US$14.1k due 17 Jul: NH invoice INV-20261006 (FSRA application 20% balance $12k + NH licence balance $2.1k + VAT). Underlying FSRA invoice $52k total: Managing Assets $25k + Advising $10k + CIF $10k + OTC-PI $5k + 4 approved persons (Wentao Ni, Fai Hung Ma, Heng Chu Lu, Fujun Li LD&SEO). Fee summary reconciles the original $112.2k NH invoice.
  • GROW Value Added LPF: $3.4M time deposit placed (DBS) · $490k converted to HKD as loan-to-RP · HK SPV bank account opening in train.
  • Also in the folder: GROW AM org chart (14 Jul), CIIT SP custodian opening (CIB), GMA fund Citco final request, trade confirmations (GDA MS Flagship). All archived → 02_Source-Documents/WeChat-Shared-Files.
What the group is actually working on (chat, 15–16 Jul · Alan · Heng · Sindy · William)
  • The reconciliation is live and named: Alan — "26年 GDW standalone, 以你的为准 (use yours). My 2026 forecast has HY mixed into it." The investor model blends HY; the GDW-standalone P&L is Heng/Sindy's. This is the gross-vs-adjusted split, confirmed as an open workstream — resolve before the QIA deck.
  • OCIO economics validated: Alan first mis-ran it (30% → $40M); Sindy corrected — OCIO margin = 30bp (0.3%), so $120M AUA × 0.3% ≈ $0.4M. Reframed: $120M × 1.5% gross take × 30% margin = $0.36M. The advisory line is a ~30bp-net business.
  • Category remap in flux: Alan folding license service + distribution into one "distribution" tab (drivers: AUM, commission, IFA cut) and renaming his "license service" → "referral service" to match the finance team's labels. Keep a category map so the deck and the actuals reconcile line-for-line.
  • Open question to Heng: distribution shows rev $45k+$50k=$90k vs cost $161k — "money-losing at this level?" Needs an answer (likely fixed cost ahead of ramp, or a mis-mapped cost line).
  • Product-line decision pending: Alan deciding whether Carry and Subscription lines continue into the 2027–2030 forecast.

Read directly from the WeChat group via the app (message text isn't extractable from the encrypted DB). Files also archived to the hub.

H1'26 Revenue (actual)
$0.94M
annualises ≈ plan net $1.9M · FY25: $1.69M
H1'26 EBITDA (actual)
−$0.14M
far better than plan −$1.7M · lean opex
H1'26 Net loss
−$0.21M
after $76k D&A · FY25: −$0.36M
Monthly burn (actual)
~$36k
net-loss basis · vs ~$140k planned
Cash (2026 plan)
$2.8M
with the $3.5M raise · −$0.7M without
New revenue lines
2 live
AI tech $29k · distribution $45k (H1, first prints)
Recurring % of net rev
~3% est
north-star KPI · H1: only the AI-tech fee ($29k of $0.94M) is contracted-recurring; insurance commission dominates · benchmark iFAST 84% · target 30% in 12mo
Net take on client assets
n/a yet
NEW KPI — investors will ask in bps (LPL 26 net · HUB24 29 · iFAST ~100); needs avg client-asset series (Sindy/Heng build)

Actuals — FY2025 & H1 2026 finance pack · 10 jul 2026

US$FY2025H1 2026H1 ann.2026 plan
Revenue1,685,619940,730~1.88M1.9M net ✓
— Management fee1,426,224656,407legacy book · 70% of H1
— Performance fee169,73658,377
— AI tech service29,390new line ✓
— Distribution45,000new line ✓
— Other89,659151,555
Total expenses1,754,0161,078,538~2.16M3.5M ✓ lean
— Salary1,134,219685,61464% of opex
— IT182,06488,582
— Professional / legal133,954205,054↑ deal & legal costs
— Other + fin.303,78099,288
EBITDA(67,932)(137,124)~(0.27M)(1.7M) ✓✓
D&A289,98076,2212025 platform build
Net profit(357,911)(213,345)~(0.43M)
CFO read on the H1 print
  • Revenue on plan — H1 $0.94M annualises to ~$1.88M vs the $1.9M net plan. This is also the reconciliation of the "$1M booked by June" comms claim (it's cumulative net revenue, not one month).
  • …but the mix isn't the plan's mix. 70% is legacy management fee; the plan's engines (distribution $45k, AI $29k) only just switched on. Revenue quality improves only when the new lines scale — watch their share monthly.
  • Running lean — opex annualises ~$2.16M vs $3.5M planned; EBITDA −$137k H1 vs −$1.7M planned FY. The launch S&M simply hasn't been spent yet — expect burn to step up with the HY kickoff (Aug).
  • Professional fees climbing — $205k in H1 alone vs $134k all of FY25 (HY/Animoca/fundraise legal). Supports the fixed-fee push with HanKun.
  • Insurance channel reality-check — H1 channel settlement through GDW ≈ HKD 11.3M (~US$1.4M), adjusted out as pass-through. That's well below the $10M/yr Oscar run-rate in the comms — the gap between "channel flow" talk and settled volume is worth pinning down.

Basis: adjusted management view (调整数) — strips insurance-channel settlement (YQ1H/XW1H), non-GDW salaries, and the AI-tech allocation (raw view books $1.47M AI revenue offset by $1.53M allocated IT cost — net ~−$60k). Don't let the $2.38M "allocated" revenue view reach investors unexplained. FY2025 per GA audit; HKD→USD @ 8. Source: finance pack 10 Jul (archived in 02_Source-Documents). Full board-ready reconciliation: 04_Research-Notes/GDW-Revenue-Reconciliation-H1-2026.pdf.

Monthly results — 2026 H1 actual $0.94M · H2 = plan

H1 2026 actual revenue $0.94M (≈$157k/month average) — the green bar marks the June close of H1. The gold bars show the planned H2 ramp, which now depends on the HY cohort producing from August and the new lines (distribution, AI) scaling. Send July's monthly input and I'll start the true actual-vs-plan overlay.

0.5
0.6
0.7
0.9
1.0
1.0✓
1.2
1.4
1.6
1.8
2.0
2.2
JFMAMJJASOND
Actual (gross $M)H1 planH2 plan (HY ramp from Aug)

June read: on plan. 2026 is an investment year — planned net revenue ~$1.9M against $3.5M opex → −$1.7M EBITDA. The single biggest cost is 2026 launch S&M ($1.7M, ~48% of opex); it steps down sharply from 2027, which is what drives the swing to profit.

P&L — annual (US$ mm)

US$ mm202520262027202820292030
Gross revenue1.815.642.486.6144.6206.9
Net revenue (retained)0.51.96.716.831.849.6
Total opex1.33.55.17.49.912.2
EBITDA(0.8)(1.7)1.59.121.436.5
EBITDA margin (% net)(89%)23%54%67%74%
Net income(0.7)(1.4)1.37.818.231.0
Cash (closing)2.84.413.233.366.5

EBITDA turns positive 2027; net income follows. Cash troughs at $2.8M in 2026 (with the raise).

Expense structure (opex, US$ mm)

1.3
3.5
5.1
7.4
9.9
12.2
202520262027202820292030
Sales & marketing Tech / R&D IC team Back office G&A corporate

The AI cost story: opex per adviser falls $24k (2026) → ~$11k (2030) as the IC + back-office lines scale sub-linearly to the adviser base. S&M front-loads the launch, then IC becomes the largest line as advisers multiply.

Revenue quality — gross vs retained

US$ mm2026202720282030
Gross flow15.642.486.6206.9
Net retained1.96.716.849.6
Net take rate12%16%19%24%
Insurance % of gross43%61%61%56%

Gross flow is inflated by insurance premium (a pass-through) — manage on net revenue, not gross. Net take rises as the mix shifts toward higher-retention advisory, alts and carry.

CFO commentary & flags post-H1 actuals

  • H1 on the revenue plan, well under on spend — $0.94M rev (~$1.88M annualised ≈ plan), EBITDA −$137k vs −$1.7M planned. GDW is running leaner than modelled because launch S&M hasn't hit yet.
  • Revenue mix is still legacy — 70% management fee off the old book; the plan's engines (distribution, AI, insurance) are only first prints. The number is right, the quality isn't there yet — track new-line share monthly.
  • Two revenue "views" — pick one for investors. Adjusted view: H1 rev $0.94M. Allocated view: $2.38M (books $1.47M AI-tech revenue against $1.53M allocated IT cost). Net effect ~−$60k either way — but the headline differs 2.5×. Standardise before any external use.
  • Professional fees spiking — $205k in H1 > all of FY25 ($134k), from HY/Animoca/fundraise legal. Reinforces the fixed-fee ask to HanKin.
  • Insurance channel: talk vs settled. H1 settled channel ≈ HKD 11.3M (~$1.4M), vs the $10M/yr Oscar run-rate in comms — and it's at risk of moving to Chen Gang's entity (1 Jul). Pin the real number.
  • Burn steps up from August — HY commissions pay out before revenue collects. H1's ~$36k/mo net burn is the calm before; close the bridge before the wave.

Shareholder structure model v10 · 5 Jul 2026 · base case

From the actual GDW HY shareholding calc v10 — a 60/40 merge (GDW day-one company = 60%; HY/Chen side up to 40%), then 15% IFA + 15% ESOP pools on top (everyone ×0.70). All % of the merged GDW, fully diluted. Contingent tranches mean the answer is a range, not one number — see the scenario matrix.

🚩 REDLINE — GIG must stay the single largest shareholder of GDW

The bottom line for all book-building: no term may be signed that lets any other single holder equal or exceed GIG's stake. Every new grant/round is checked against this.

Single-holder check (18 Jul formal proposal)Post-financingFully diluted
GIG — as ONE entity (founders + JB + Lighthouse + ext.)~40.9%29.9%
Chen team (next largest)28.5%21.4%
→ GIG lead over Chen team+12.4pt ✓+8.5pt ✓
GIG founders slice alone21.0%15.7% — BELOW Chen 21.4% ✗
Anchor block (Louis+Alan+Kenny CB)16.7%12.5% (Louis alone ~6.3%)
What the redline forces
  • GIG must be ONE block — now in writing. Founders alone are 16.8% FD (< Chen 22.8%); the redline holds only with JB (4.8%) + Lighthouse (3.9%) + GIG-external (6.5%) counted inside GIG (32.0%). Since Alan is showing them broken out to Chen, lock the acting-together reality into the NewCo docs (one GIG holding vehicle per NewCo, or a voting agreement).
  • Chen block cap loosened in negotiation: v20260718 = 14% unconditional + 6% designated + 10% KPI — now only 10 of 30 is KPI-gated (was 16 of 30 on the 15 Jul cut), plus Wu's 5% KPI-gated outside. If KPIs are missed, Chen side still keeps 20% → ~14-15% FD.
  • Watch the anchor block: Louis+Alan+Kenny CB = 16.7% post-bridge / 13.3% FD. Friendly, but it's the third pole — keep any single anchor below Chen, and remember Alan's stack (anchor share + chairman equity) is the one to track personally.
  • The pools are the biggest diluter now: old ESOP 5.0% + new IFA pool 10% + new management pool 10% = 25.0% FD, plus the new Wu 5% (KPI). Every pool point dilutes GIG's 29.9% toward Chen's 21.4% — size pool top-ups against the redline before granting.

Status (5 Aug, TS V8/MoU v11): REDLINE RESOLVED. The TS papers GIG as ONE 70% block in both entities ("甲方连同其现有股东整体" — the acting-together is now in the document, not an understanding). Fully diluted at Grogenta: GIG ~53.8% vs HY-side max ~26.9% (+26.9pt); at 思宏财富 (no pool): 70 vs 30 flat. The table above reflects the July negotiation state — kept for history; the green SIGNABLE panel below is the live basis. Redline set by William 13 Jul; satisfied by TS §5.1. Residual watch: within-GIG founder dilution from the bridge (SAFE + founder gift shares ~14.14%) — track at the GIG level, not the NewCo level.

✅ SIGNABLE STRUCTURE — TermSheet V8 + MoU v11 iterated to 5 Aug 2026 · Kenny: "all set with Chen" · supersedes ALL prior cuts

The negotiated landing zone, in paper: 70/20/10 mirrored across BOTH entities — Grogenta Ltd (tech/IP, ex-Grow Wealth Management Cayman, closes at signing, no regulatory condition) and 思宏财富/GrowHill Wealth (holds Grow AM 149 + 宏奕香港 broker; closes on SFC s.132 + IA approvals, acquisitions independent of each other). Sources: 02_Source-Documents/GDW-HY-TermSheet-V8-20260805.docx · GDW-HY-MoU-v11-20260805.docx
HolderBase (both entities)Grogenta fully diluted (incl. +30% pool)
GIG (one entity)70%~53.8%
HY unconditional — 6% designated + 10% Chen & 王湛儒/文強 + 4% three founders (3-yr vesting)20%~15.4%
Performance shares (2026-28 KPI, excl. GDW pre-Jun-26 stock)10%~7.7%
Option pool — Grogenta ONLY: mgmt 15% (5 Alan/5 tech/5 future-CEO) + IFA 10% + HY-founder special 5%~23.1%
HY side all-in (20+10+5)up to 35%~26.9% — GIG lead +26.9pt ✓
Key protections & economics
  • Board 4:1 each entity — independent chairman (AB-repping) + William + Kelvin/Ricky + Kenny (strategic-shareholder seat) + 1 HY; special resolutions need the HY director.
  • Wu ring-fenced: HY offshore insurance runs through GrowHill's licence — GrowHill keeps $3-5 of each $100 commission, HY gets the rest; GDW holds exclusivity over HY China's offshore business (飞单 → share cancellation); Wu's founder-special 5% carries its own KPI.
  • DD/ratio protection: materiality $1M · >30% adviser attrition · ratio adjustment capped at 30pt (exclusive remedy, no termination right). Insurance-licence deadline 31 Dec 2026 (remedy per TS §9.1(c): −3pt of HY's 思宏财富 stake OR HK$1M compensation — GIG's sole benefit, only GIG can waive; deal continues either way, no stake restoration if licence arrives late).
  • Cost discipline: GDW absorbs HY HK team salaries agreed (individual figures internal) — Hunghom rent refused; all HY costs need GIG pre-approval. GrowHill channel funding: $1M yr-1, $1.5M yrs 2-3 (all-in opex, not extra cash). Long-stop 270d (ext 365). Formal docs T+60 → early/mid-Sep signing.

Redline check: PASSES comfortably — GIG ~53.8% fully diluted at Grogenta vs HY-side max ~26.9%; at 思宏财富 (no pool) GIG holds 70/20/10. The July anxiety (founders-below-Chen at FD) is resolved by the pool sitting at Grogenta only and HY's total dropping from 35%-of-100 to 35-of-130. Next gates: HY shareholders meeting CLEARED 6 Aug ("以termsheet為準 — 95% yes"; Chen showed the MoU only) → TS + MoU to be signed as a combo w/c 10 Aug → formal docs (~10-doc set: framework, Share Grant Deed w/ performance pledge, transfers, SHA, ESOP, board/shareholder resolutions incl. Grogenta rename, GrowHill setup, SPA for GIG→Growhill sale of Grow AM, SPA for HY's insurance-broker entity as consideration). Cheney is getting outside-counsel quotes for the set.

Anchor CB — the supplemental-agreement route Luo Jing draft 7 Aug · Cheney taking over

How the $2.2M anchor money (Louis $1M / Kenny $0.7-0.75M / Alan $0.5M) actually lands on the cap table — and why it touches both entities. Source: 02_Source-Documents/GDW-Anchor-CB-Supplemental-Agreement-20260807.docx
Mechanics
  • Structured as a supplement to the existing US$75M subscription documents, not a standalone convertible — Cheney flags "an advantage to the supplementary approach but also a downside," and will advise which path to take.
  • $2M new money = 2.53% at the $75M valuation, plus 14.14% gifted from GIG founders — existing shares transferred, not newly issued, so no tax on either side (William confirmed).
  • Grogenta valued at US$10M for this purpose; the instrument must convert into BOTH Grogenta and Growhill — the mirrored-register requirement flows through to the money.
  • Wet ink required on the deeds (no DocuSign). Internal counsel Luo Jing stalled on the drafting — Cheney is now drafting, Jing revises.
Watch on this
  • The 14.14% founder gift is real dilution to GIG — it comes out of founders' existing holdings, not the pool. Check it against the single-largest-shareholder redline once the HY 70/20/10 and the 30% Grogenta pool are layered in.
  • Two valuations in one round: $75M for the licensed/legacy entity vs $10M for Grogenta. Investors converting into both need the split spelled out or it invites a later dispute.
  • Legal capacity is thin — "we honestly need better legal expertise in the team; it's not me, and it didn't seem to be Luo Jing" (Cheney). Outside-counsel quotes are being gathered for the full transaction set.

SUPERSEDED — waterfall of formal proposal v20260718 (18 Jul)

From GDW_HY_陈刚团队_股权与业绩目标 v20260718 (the formal Chinese doc, shared 18 Jul after the 16-17 Jul negotiation rounds). Four stages: current → 70/30 merge → post-financing → fully diluted. Deal remains 70/30 into TWO new entities (Growhill Wealth + GrowHill Tech, mirrored registers). New vs 15 Jul: bar1/bar2 replaced by ONE KPI track with graduated vesting; +5% HY-founder (Wu) line, KPI-gated; designated-HY-shareholder slice raised 4%→6%; unconditional raised 10%→14%.
ShareholderCurrent70/30 mergePost-financingFully diluted
GIG founders52.8%37.0%21.0%15.7%
Julius Baer8.9%6.3%5.9%4.5%
Lighthouse7.3%5.1%4.9%3.6%
GIG external12.2%8.5%8.1%6.1%
GIG as one entity (sum)81.2%56.9%40.9%29.9%
GDW original shareholders4.3%3.0%2.8%2.1%
Animoca4.5%3.2%3.0%2.2%
GDW old ESOP10.0%7.0%6.6%5.0%
Chen team (HY)30.0%28.5%21.4%
Anchor shareholders (Louis/Alan/Kenny CB)16.7%12.5%
New external2.5%1.9%
IFA pool (post-merge)10.0%
Management pool (post-merge)10.0%
HY founder (Wu · KPI-gated)5.0%
Chen's 30% — the v20260718 cut
  • 14% unconditional — granted at merger, no strings; vests on the uniform 12-month schedule with all equity.
  • 6% designated HY shareholders (MaoJie et al.) — their compensation, written into the cap table ("no tricks"). Raised from the 4% illustration after Chen pushed.
  • 10% KPI-linked — split 2% ('26) / 4% ('27) / 4% ('28), each year vesting on that year's achievement rate: 100%→100% · 90%→90% · 80%→80% · 70%→40% · ≤60%→0. Not all-or-nothing.
  • Wu (宏奕创始人) 5% — sits OUTSIDE the 30%, but is KPI-linked on the same targets/achievement scale (his "5% upfront" ask was refused). Negotiation read: Wu has zero leverage — he can't raise; worst case Chen exits the HY shell and re-licenses.
KPI targets (single track · v20260718)
Target202620272028
AUM (US$ M)273151,200
Insurance rev (US$ M)72861
Active IFAs100330610
Cost cap (US$ M)1.01.51.8
KPI equity at stake2%4%4%

2028 = $1.2bn AUM / $61M insurance rev on a $1.8M cost cap — between the old bar1/bar2. Separate execution test agreed verbally: US$20M of the Two Sigma fund sold by end-2026 ("考牌" — Kenny: "the way to test whether we allow Chen to vest").

⚠ The donuts/scenario matrix further down still show the OLD single-entity v10 model re-based to 32% — treat this waterfall as the source of truth until the model re-run lands. The 15 Jul "bar1/bar2" deck and its stale-8% inconsistency are superseded by this doc. Sources: 02_Source-Documents/GDW_HY_ChenGang_Equity-KPI-Proposal_v20260718.docx · WhatsApp Kenny/William/Alan 16-18 Jul.

GIG as one entity (FD)
29.9%
18 Jul proposal · founders slice alone 15.7%
Per founder (of 3)
~5.2%
15.7% ÷ 3 fully diluted · was 12% pre-recut
Chen team (HY)
21.4%
30% = 14 uncond + 6 designated + 10 KPI · +Wu 5% KPI-gated outside
Pools (FD)
25.0%
IFA 10% + mgmt 10% + old ESOP 5.0% · IFA pool = phantom equity @ RMB 1bn ref

Ownership evolution — the dilution arc (base case)

86% founders
Day one
5% ext + Animoca + ESOP
59% founders
Post-merge (68/32)
HY earns up to 32% (confirmed)
42% founders
Fully diluted · base
HY 32% hit + GDW hit
Founders + GIGHY / Chen sideAnimocaEmployee pools (IFA+ESOP)External

Founders/GIG go 85.7% → 59% (post-merge) → 42% (fully diluted) on the confirmed HY 32% term (up from 36% on the old 40% basis — the 8pt HY gave up flows to the founders). The 68/32 merge is the big step; the 30% employee pools are the second. Base view assumes HY earns its full 32% and GDW hits its targets. Re-derived from the v10 waterfall at HY 32%; to be reconciled against the model re-run.

Scenario matrix — the 2×2 that matters

Fully diluted · HY 32%HY hit /
GDW hit
HY miss /
GDW hit
HY miss /
GDW miss
HY hit /
GDW miss
GIG founders42%56%49%35%
HY / Chen side22%8%15%29%
Employee pools30%30%30%30%
Animoca + external~6%~6%~6%~6%

Read: re-cut to the confirmed HY 32% (12% locked + 10% + 10% KPI). Realistic range = the two GDW-hit columns: founders 42–56% (the GDW-miss columns are greyed — GIG has no hard target, so the penalty shouldn't trigger). HY floor is now just 12% locked → ~8% fully diluted; only if HY hits both KPIs do they reach 22%. Approximations from the v10 waterfall re-based to 32%; reconcile against the model re-run.

The HY side — term evolution SETTLED 5 Aug: 70/20/10 + 30% Grogenta pool (TS V8/MoU v11)

  • 11 Jul: Chen's bottom line 30%; agreed as 30% + 2% out-performance/goodwill kicker (Alan's proposal).
  • 13 Jul (interim): 12% locked + 10% + 10% KPI — superseded within 48 hours.
  • 15 Jul: 14% immediate + 6% bar1 + 10% bar2 (Alan's 陈刚 deck).
  • 16 Jul (Kenny×Chen rounds): Chen OK with 70/30; Wu demands 5% upfront → refused, countered as KPI-based; Chen's side asks 6 Mao / 15 upfront / 9 KPI; GDW weighs 6 / 14 / 10.
  • 18 Jul (formal, sent): 14% unconditional + 6% designated + 10% KPI; Wu 5% outside the 30%.
  • 22 Jul (Chen counter): "35% = 20 no-strings + 15 KPI" — rejected as-framed; KPI-cut ask (~30%) refused ("one set of numbers").
  • 5 Aug (SETTLED — TS V8 / MoU v11): 70/20/10 in both entities; HY 20% uncond = 6 designated + 10 Chen&文強 + 4 founders; 10% performance; +30% pool at Grogenta only (incl. Wu's founder-special 5% w/ own KPI); Wu keeps China-insurance economics ($95-97 of each $100) with GDW exclusivity; board 4:1; licence deadline 31 Dec 26. Kenny: "we are all set with Chen." HY shareholders meeting 6 Aug; formal signing early/mid-Sep. See the green panel above.
  • 20-22 Jul (Chen's response): accepts "70/30 + 5% Wu" as settled but tables a counter-construct — "35% total: 20% no-strings + 15% KPI; Chen takes 10 of the 20, Wu + HY shareholders the other 10 (Wu really ~3%)" — Alan reads it as designed for Wu to reject. Separately HY wants the 2027-28 KPI targets cut ~30%; Alan holding "one set of numbers" (HKEX-anchored). GDW gets ALL of HY's offshore sales (Chen's GBA team + Wu's non-GBA ~20 IFAs) under Chen's construct.
  • Status 27 Jul: NOTHING SIGNED — the 70/30 is not yet locked in any document. Chen→Wu conversation Tue 28 Jul; HY board during week of 28 Jul; signing ~2 weeks. Watch the delta: 35/20/15 vs 30/20(incl. 6 designated)/10 is a 5-pt ask plus a KPI-gating cut from 10 to arguably softer terms.

⚠ vs the old 60/40 model: merge ratio is 70/30 and HY's total is 30% (+5% Wu, KPI), with 10 of 30 KPI-gated — the upfront component rose 14→20 (incl. designated) through negotiation; William's flagged risk: "我们给了他们 很好談 的印象" — hold the line on KPI discipline. See THE waterfall panel above — the donuts/matrix below are still the old model and will be re-cut when the model re-run lands.

SUPERSEDED (5 Aug) — ESOP pool re-cut scenarios

Settled by TS V8 §5.3: option pool = 30% at Grogenta only — management 15% (5% Alan / 5% tech team / 5% future CEO, each ~2% time-based + 3% KPI, "tech's KPI is sales") + IFA 10% + HY-founder special 5% (Wu, own KPI schedule TBD pre-formal-docs). 思宏财富 carries NO pool. Option-plan documents due within 90 days of the Grogenta closing. The 15/18/22 scenarios below are July planning history.

v10 sizes the ESOP at 15% with Chairman at only 3%. Alan's KPI tranches take 10% of the pool — so the rest of the C-suite must be squeezed, or the pool topped up (which dilutes everyone, GIG included). Three ways to cut it:
Grant v10 (15% pool) Lean — keep 15% Recommended — 18% Full — 22%
Chairman (Alan, KPI)3%10%10%10%
CEO5%3%4%5%
CXOs (CFO/CTO/CCO…)2%1%2%2%
Sales / RM incentive2%1%1.5%2%
IPO unlock reserve3%0%0.5%3%
Total pool15%15%18%22%
Extra founder dilution vs v10none~+3%~+7%
Recommendation
  • Go with ~18%. Lean (15%) halves the CEO grant and zeroes the IPO reserve — too thin to hire/retain a real C-suite. Full (22%) dilutes founders ~7% and pushes GIG toward the redline.
  • Lean on the KPI gating. Alan's 10% only vests on milestones — so you can commit it on paper but not fully fund the shortfall day 1; top up the pool only as the CEO/CXO hires actually land.
  • Keep the pool as small as feasible — every ESOP % dilutes GIG too, tightening the single-largest-shareholder redline.
Redline interaction
  • The 18% pool costs GIG ~1pt more than v10's 15% — GIG ~24% → ~23%. Still largest, still tight.
  • Alan's 10% ESOP is his personal stake — it counts toward his ~20% for the redline, even though it comes from the pool.
  • Net: re-cut to 18%, gate Alan's tranches on real milestones, and cap Alan's total below GIG.

Allocations illustrative — CEO/CXO/sales splits are planning placeholders pending the actual hires (William Chow / Kelly Zheng CEO search live). v10 ESOP detail tab: CEO 5 · Sales 2 · CXOs 2 · Chairman 3 · IPO unlock 3.

⚠ Reconciliation — the model vs the terms you're adding

  • Alan Lau's 15% — reconcile with v10's ESOP. v10 gives "Chairman 3%" inside the 15% ESOP. Actual structure: 5% direct grant (new) + 10% from the ESOP pool. So only the 5% is truly additive to v10; the 10% just re-labels ESOP as Alan's. Net founder dilution is small, but the ESOP pool must be re-cut (Alan eats 10 of 15) and Alan's personal ~20% checked against the redline.
  • Animoca modelled at 5% flat (diluting to ~2% fully diluted), not its 5/5/5 earn-in to 15%. If Animoca hits its milestones, that's another ~10% not in this table.
  • Kenny's specific 1% + advisory isn't broken out — likely inside "external 5%"; confirm his GDW 1% and his separate GIG advisory (0.5%+0.5%) are captured.
  • Bridge dilutes founders hardest: the insider tranche's discount is funded by founders transferring their own shares (14.3% secondary) — per-founder 12% → 8.1%.
  • Angel Strategic Shareholders = $2M for 20% @ $10M (Louis $1M/10%, Kenny $0.5M/5%, Alan $0.5M/5%) — this is the insider tranche. Alan & Kenny each appear in 2–3 places (angel + chairman/advisor equity); the model must sum their slugs. Alan's true max ≈ 20%, Kenny's ≈ 10% — see the Angel card in Business build.
  • This tab now reflects the real v10 base case. Source: 02_Source-Documents/20260705 GDW HY shareholding calc v10.xlsx (9 tabs incl. waterfall, scenarios, bridge, ESOP/IFA detail).

Competitor benchmark — LPL & Arca MS model · filings · press

GDW is doing what LPL did ~20 years ago — the platform that lets advisers leave the banks and go independent — but in Asia (~7% penetrated vs US ~35%+), with an AI cost base LPL never had. Detail in 04_Research-Notes/GDW-vs-LPL-Benchmark-Model.xlsx. All figures US$.
LPL today
$28.5B
mkt cap 6 Aug 26 · $2.56T assets (+34% YoY) · 32,475 advisers · Q2 26
LPL ~20 yrs ago (2006)
$164.7B
corrected 9 Aug · 7,006 advisers · $1.74B net rev (IPO prospectus)
Value per $1 assets
$0.011 → ~$0.20
re-rating cut to 11–18× on EV basis · Arca valuation undisclosed
HK licensed bench
0 vs 129
GROW AM (BEH811) reps vs WRISE · SFC register 9 Aug 26 — the real constraint

⚠ Figures corrected 9 Aug 2026 — six of them were wrong before this refresh

Claim as previously shownVerifiedSource
LPL 2006 = $115B / 6,500 advisers$164.7B / 7,006 — the base was 43% bigger2010 IPO prospectus, Selected Financial Data
LPL today $24.5B cap / $2.3T assets$28.5B / $2.56TQ2 2026 release, 30 Jul 2026
LPL 2024 assets $1.5T$1.740T (was inconsistent with our own $60M/adviser)FY2024 release
Advisory yield ~65bps, "down from 104"Rising — 64.5 → ~68bps. The 104bps figure is unsourced; the narrative pointed the wrong waycomputed from LPL releases
Morgan Stanley 14× on a 35% EPS CAGR16.0×, PT $490. 35% CAGR unverifiable — consensus implies ~19.5%. Withdrawn.MS PT raise, ~15 Jul 2026
Arca ">$1B assets", ~$250M val, ">20× premium", single custodian Altruist~$1.27B (ADV, 31 Dec 2025); valuation never disclosed — $250M is our inference; premium is 10.8–17.7× depending on construction; custody is Altruist plus Fidelity and Schwab. Sandbox likely closed May 2025, not May 2026RIABiz 27 Jun 2026; BusinessWire 24 Jun 2026

On the re-rating claim specifically: LPL's market cap sits on $7.5bn of debt; Arca's post-money sits on most of a $64M raise as net cash. Like-for-like on enterprise value the premium is 10.8× (on $1.27B assets) to 13.7× (on $1.0B) — roughly half what this tab used to say. The ">20×" version survives only on our own valuation guess combined with the understated asset figure. Do not put ">20×" in front of an investor as a point estimate; say "mid-teens to low-twenties depending on construction, on an undisclosed valuation."

Also worth knowing: RIABiz's launch coverage was not a puff piece. Michael Kitces frames Arca as "another player" on an existing playbook; Joel Bruckenstein likens it to a semi-captive broker-dealer with vendor lock-in; an anonymous wealth manager: "the growth story is acquisition, not AI." Expect an investor who has read it.

GDW is at the base of the curve LPL climbed

LPL client assets ($B) · the mountain GDW is climbing 2011 → 2028e (Morgan Stanley model). GDW's whole plan is the sliver at the base. $0$1T$2T$3T $3.2T (2028e) $328B (2011) 2011201620202024'28e ◀ GDW is here Entire 2026–30 plan: $0.2B → $5.2B — the base of the same 20-year curve. Smaller today — richer per dollar GDW (gold) vs LPL (grey) · scale favours LPL, economics GDW. AUM per adviser GDW ~$4.6M LPL ~$60M — the ceiling to climb Net revenue / assets GDW ~0.96% LPL ~0.29% · GDW keeps ~3× EBITDA margin (% net rev) GDW ~74% LPL 52.3% (Q2'26) THE RE-RATING $0.01 → $0.25 value per $1 of client assets LPL (platform) vs Arca (AI-native) — a >20× multiple. GDW's pitch: earn it.

The story in one figure: GDW sits at the base of the same growth curve LPL climbed for 20 years (left), but keeps ~3× the net revenue per dollar and targets a higher margin off its AI cost base (right) — and the market pays a 20×+ premium for the AI operating model (bottom-right). Figures: model v27 (GDW), Morgan Stanley LPLA model & filings (LPL), Arca public reporting.

The thesis: GDW = LPL's flywheel × Arca's AI multiple

LPL proves the model is a category, not a bet: recruit independent advisers, custody the assets that follow, monetise the flow. It compounded from 7,006 advisers / $164.7B / $1.74B net revenue (2006) to 32,475 / $2.56T / $19.6B TTM (Q2 2026), worth ~$28.5B — and in 2005–06 it had just taken outside capital (Hellman & Friedman + TPG) to fund expansion, the same inflection GDW is at now with Animoca + the raise.

GDW is even earlier than LPL-2006 — closer to LPL circa 2000 in scale — so the whole 20-year curve is ahead. Morgan Stanley rates LPL Overweight, price target $490 at 16.0× discounted 2027e EPS (raised ~15 Jul 2026). ⚠ The "35% EPS CAGR" previously shown here is withdrawn — consensus FY2025 adj EPS $20.09 → FY2027e ~$28.67 implies ~19.5%. Do not use the old figure with investors.

Two honest caveats on the analogy. ① LPL's growth was serially acquisitive — 7,006 → 11,089 advisers in 2006-07 alone on UVEST/IFMG, then Prudential, Atria, Commonwealth and Mariner. If GDW's plan is organic, 2006-LPL is the wrong template. ② Arca is also a roll-up (Granite Bay, then Sandbox) — so both anchors are acquisition stories, not the "incumbent vs AI-native disruptor" contrast this tab implies.

The three benchmarks that matter

Per-unit economicsGDW 2030 (plan)LPL 2024
AUM per adviser~$4.6M~$60.2M (FY24)
Net revenue / assets (retained)~0.96%~0.29%
EBITDA margin (% gross profit)~74%49.4% FY24 · 52.3% Q2'26
Adviser payout ratio87.76% FY24 · 87.44% Q2'26
Advisory yield (bps)~100+64.5 FY24 → ~68 Q2'26 (rising)

Read: GDW is earlier than LPL-2011 on per-adviser AUM (the ramp is the whole game), but keeps ~3× the net revenue per dollar (HNW + insurance + alts vs thin advisory) and targets a higher EBITDA margin off the AI cost base.

Where GDW sits on LPL's curve

  • Pre-institutional (LPL ≈1990s–2002, <$100B): GDW today — proving the platform + first advisers (2026–27).
  • 2005–06 inflection (6.5k advisers, PE in): GDW's Animoca + current raise + HY cohort (2026).
  • 2010 IPO (12k advisers, ~$3B rev): GDW target IPO window (2029–30).
  • 2024 scale (28.9k, $1.5T, $24.5B cap): the long-run "Asia's LPL" aspiration.

Two edges LPL never had — and the honest risks

  • AI cost base: LPL keeps only ~12.5% of production because scale dragged middle/back-office hiring. GDW's AI stack targets richer retained margin at a fraction of the scale.
  • Under-penetrated market: LPL rode the channel shift to ~31%; Asia is at the start (~7%), against fewer licensed competitors.
  • Risks to respect: far harder cross-border regime; no mature Asian custody/RIA ecosystem; tiny cash-monetisation base (a big LPL profit engine); execution at sub-LPL scale. Caveat: GDW gross-rev/assets looks inflated because insurance premium ≠ AUM — use net-rev/assets.

The other comp — Arca us · exited stealth jun 2026

If LPL is the destination (scale, platform multiple), Arca is the proof that the market pays an AI multiple for this model — early, tiny team, rich valuation per dollar. GDW's pitch sits between them.

Arca in one figure — the AI-native proof point

Tiny team, >$1B assets, AI multiple — the model GDW is building in Asia Arca exited stealth Jun 2026. Source: Arca sector briefing (26 Jun 2026), press. GDW figures: model v27. AI-NATIVE EFFICIENCY >$1B client assets · 28 people ≈ $36M of client assets per employee — the proof that AI absorbs the middle/back office. 28 employees supporting >$1B — vs a traditional firm's hundreds. FUNDING · $64M Series A $48.5M Seed $15.5M (Venrock) Series A led by General Catalyst · Index · Venrock Advisers/validators: McNabb (ex-Vanguard), Wenk (Altruist), Housel, Crawford (Schwab) THE RE-RATING · VALUE PER $1 OF CLIENT ASSETS LPL $0.01 platform mult. Arca ~$0.25 AI multiple ~25× GDW the aim earn the AI mult. ~$250M est. on >$1B assets → a >20× premium to LPL's per-dollar value.

Arca proves two things GDW needs true: an AI-native platform can support >$1B on 28 people (left), and the market pays a ~25× premium for that model over a traditional platform (right). GDW runs the same architecture — but in Asia HNW, not US mass affluent, so the two don't compete. Valuation estimated from press; the open question for both is execution at scale.

Arca — the AI multiple, proven (US)

  • Exited stealth 24–25 Jun 2026 with $64M — $48.5M Series A led by General Catalyst (Index, Venrock); $15.5M seed (Venrock/Nick Beim). >$1B client assets, 28 people. ~$250M est. → ~$0.25 per $1 of assets, ~25× LPL.
  • "We are the workflow, end to end" — AI agents are the primary users of the platform (aware of emails, calls, docs, market activity; coordinating; taking action) — not SaaS bolted onto an old stack. Same architecture thesis as GDW's agentic platform.
  • Aggregator playbook, AI-integrated: dual-track — buy whole RIAs (Sandbox, ~$682M, May 2026; seeded via Granite Bay) + lift out advisers. The differentiator vs Focus/Mercer-style roll-ups: an AI agent layer, not a shared-services org, does post-acquisition integration — collapsing the friction that drags multiple expansion.
  • Single custodian (Altruist) — 100% of assets migrating by year-end. Mirrors GDW's single-custodian DBS design.
  • Heavyweight backers-as-validators: Bill McNabb (ex-Vanguard CEO), Jason Wenk (Altruist CEO), Morgan Housel, Peter Crawford (Schwab). Message: "the advisor is the engine, not the AI" — AI gives back the >80% of time lost to ops. Identical positioning to GDW's.
  • Target: US mass affluent (~$20T between apps and private banks; $84T wealth transfer). GDW's lane differs: Asia HNW/family-office — richer take, no collision.
  • Open question (per the briefing): execution — whether the agent platform delivers the efficiency in practice as it scales. True for GDW too.

LPL vs Arca vs GDW — the positioning

LPLArcaGDW
StageMature $2.3TEarly $1B / 28 pplEarliest $0.2B
EdgeScale & distributionAI operating modelBoth + HNW take
MarketUS ~35% pen.US mass affluent (~$20T)Asia HNW · ~7% pen., few licensed
Growth motionRecruit + M&ARIA roll-up, AI-integratedTeam lift-outs (HY) + referral fission
Value / $1 assets~$0.01~$0.25aiming for the AI multiple
Key riskThin takeMust scale AUM & prove AIHardest cross-border regime

The one-liner: GDW = Arca's AI economics + LPL's asset-gathering flywheel, in an under-penetrated market neither of them plays in — with a richer HNW/alternatives take on top.

How GDW frames itself vs Arca GDW IT chat · 8 Jul

Internal read on Arca: "they try to be more futuristic, but less practical… 'built for agents' is the interface/experience game — I don't think AI is the interface game here." The differentiator GDW lands on is operating efficiency, not interface novelty:

"We squeeze every dollar from extremely efficient operations with AI — and benefit our partners and clients."

i.e. Arca sells an AI-native experience; GDW sells AI-native unit economics (the ~10% cost base) that flow through to adviser payouts and client pricing. Same architecture claim, different emphasis — and a cleaner story for a cost-sensitive, HNW Asian market.

The Hong Kong competitive set NEW · deep research 9 Aug 2026 · SFC public register pulled same day

The set this tab was missing. Everything above benchmarks GDW against US firms it does not actually compete with. These are the firms bidding for the same advisers and the same Chinese-HNW clients in Hong Kong. Licence types and licensed-headcount below are primary-source from the SFC public register, pulled 9 Aug 2026 — the hardest numbers on this page. AUM figures are not: no HK EAM in this set publishes audited AUM.

⚠ The finding that reframes the whole tab: the licence is not the moat — the adviser bench is

At least eight HK firms already hold the identical Type 1/4/9 stack we treat as our barrier to entry — including an insurer (Chubb) and a robo-adviser's family office (Carret/Endowus). What separates them is licensed headcount, and on that measure we are at the bottom:

PlatformLicence stackUnique licensed individuals
WRISE Group (4 entities)T1/4/9 + T6 + IA broker FB1770129
iFAST HK group (3 entities)T1/4/9103
Raffles Assets Mgmt (HK) — BJO652T1/4/949
Chubb Investment Mgmt (HK) — AVR438T1/4/9 (T1 added 5 Sep 2025)47
Blackhorn Wealth Mgmt — BNM924T4/9 only — no T137
Carret Private Capital — AOT542T1/4/9 · may not hold client assets, PI-only33
Avenue Family Office — BHX735T1/4/927
Olive Asset Mgmt (Noah) — BOC542T4/9 only15
GROW Asset Management (HK) — BEH811T9 (2015) · T4 (Mar 2023) · T1 added 8 Dec 20254 ROs · 0 reps

Two things follow.Recruitment velocity, not licence scope or product shelf, is the binding constraint — which is exactly what the HY merger is for, and it raises the cost of any slip in the TS signature. ② "Growhill Wealth" and "思宏財富" return ZERO results on the SFC register today. With the brand launch set for 25 Aug, confirm now whether the licensed entity is being renamed (an SFC-approved change) or whether Growhill is a marketing brand sitting over GROW AM — and make sure the announcement language matches whichever it is. This is a compliance question with a 16-day fuse.

#1 threat — WRISE Group 昇世 not previously on this dashboard

This is our business model, built four years earlier, and we had not been tracking it.

  • Identical licence architecture: WRise Wealth Management (HK) BRZ740 — T1/4/9 since 25 Jul 2022; WRise Prestige Securities BSJ229 (T1); WRise Prestige AM BSJ232 (T4/9); WRise Capital BMV026 (T6 corporate finance); plus HK IA broker licence FB1770. That is the exact T1/4/9 + insurance-broker + corp-fin stack we are assembling.
  • Scale (InvestHK case study, May 2025 — company-supplied but government-published): founded 2022, HQ Singapore, offices Dubai, Hong Kong, Shenzhen, Tokyo; 400+ employees globally, HK team 300+; and — the number that matters — "an ecosystem of over 200 financial intermediaries worldwide." That ecosystem is the IFA-aggregation model.
  • Chairman Derrick Tan — former CEO of Bank of Singapore Hong Kong. A name that opens every private-bank RM's door in this city.
  • Explicit mainland strategy — Tan: the Greater Bay Area "plays a crucial role in WRISE's business development strategy." They have a Shenzhen office.
  • Publicly hunting 200+ private bankers across HK and Dubai; claims >70% YoY AUM growth. Segmented WRISE Private (UHNW $5m+) / Prestige (HNW, Sept 2024) / Japan / Academy (in-house adviser training). Proprietary platforms TREX and SMART. WRISE AI Labs — HKD 30m committed, 30 Jul 2026.
  • Absolute AUM is not disclosed anywhere. Treat the >70% growth claim as self-reported.

Action: WRISE belongs in the investor deck as the named comp, and in the recruiting plan as the firm we are bidding against. Their Academy and AI Labs are the two moves to answer directly.

#2 — CTF Services / Blackhorn conglomerate capital + captive insurer

  • CTF Services (HKEX:00659, Cheng family / Chow Tai Fook) acquired 65% of Blackhorn Group, announced 20 Aug 2025. Consideration undisclosed.
  • Stated intent is the dangerous part: combine Blackhorn's EAM business with CTF Life and uSmart into "a seamless, one-stop financial and wealth management services platform." Brian Cheng: "We see strong long-term potential in the External Asset Management model."
  • Blackhorn verified: BNM924, T4 + T9 only, 37 licensed individuals. Co-founder/chairwoman Mary Chiu, ex-UBS. A ~US$1bn AUM figure circulates but is self-reported and undated.
  • Our structural edge: Blackhorn has no Type 1. It cannot deal — it must execute through custodian banks. We can internalise execution economics it cannot. That is a concrete differentiator to use.

#3 — Raffles Family Office rival AND landlord

  • BJO652 — T1/4/9, 49 licensed individuals. Dual HQ HK/SG with rep offices in Beijing, Shanghai, Taipei, Bangkok — the only firm in this set with a verified mainland footprint.
  • The most active RM recruiter in the set. 2025-26 hires all ex-private-bank: Michael Tung (ex-UBS/MS), Jennie Liang (ex-UBS/CS), Barry Tse (MD, ex-UBS), Pradinan Arkarachinores (SG, ex-BNP, Jan 2026 — MD-grade team lead).
  • Quantive Partners, launched 3 Mar 2026 (RFO + GoUpscale + Synpulse) — "an institutional-grade operating platform for EAMs and MFOs across Asia." They now sell the platform layer to the very EAMs we want to recruit, commoditising what we intend to charge for.
  • Revo Digital Family Office BWK885 — T4/9 granted 9 Feb 2026, covering digital assets. AUM not published since 2022; the $1.5–2bn figures in circulation are stale.
  • Correction: Raffles Financial Group (CSE: RICH) is NOT Raffles Family Office — unrelated, suspended, under a Cease Trade Order. Do not let anyone put RICH's numbers in a GDW deck.

#1a — KGI (KGI Asia · TWSE 2883) added 9 Aug · the adviser rival we had not named

A second late research stream put KGI level with WRISE as the firm bidding hardest for the advisers we want — and it was nowhere on this dashboard.

  • KGI Asia — BKJ214, Type 1 + 4, 450 currently licensed staff. Plus KGI Futures (ADW991 T2/5), KGI Asset Management (AEN441 T4/9), KGI Capital Asia (ADT039 T1/4), and KGI Investments Management as an IA insurance broker + MPF intermediary.
  • They run an explicit EAM programme — dedicated EAM coverage teams, execution for brokerage and wealth products, margin and portfolio financing, 50+ fund-manager partnerships. So they both recruit RMs and service EAMs, the same dual play UBS and Julius Baer run.
  • Scale (KGI Financial 1Q2026 deck, TWSE): wealth AUM NT$366bn, +20% YoY (≈US$11-12bn); WM revenue +30% YoY. KGI Bank HK branch: 400+ clients, deposits >NT$20bn, planning to apply for a wealth-management licence. Stated 2026 strategy: "strengthen the HK/SG WM sales team"; "WM 2.0" built on Lombard lending and premium financing.
  • Compensation: explicitly "eat-what-you-kill", targeting $100m adviser books, with Singapore and Hong Kong named as the key hiring markets (James Wey, Head of International WM). Hires in the last 12 months: Aaron Long, MD Wealth Management HK, from HSBC (11 Feb 2026); ex-UBS APAC head of alternatives as CIO; a CMBI hire to lead China-market wealth. Actual payout % is paywalled — unverified.

What it means for us: we cannot beat KGI on platform breadth — they have a bank balance sheet, Lombard and premium financing, and S&P BBB+. Compete on independence, open architecture and payout. That is a narrower but defensible pitch, and it has to be written that way in the recruiting script.

The insurance-broker bench — who actually has distribution HK IA register mirror, 9 Aug 2026

Licensed technical representatives per broker company. This is the insurance-side equivalent of the SFC table above, and it reorders the picture:

LicenceFirmReps
FB1577AMG Wealth Management (AMG Financial Group)1,430
FB1770WRISE Financial Services400
FB1485IPP Wealth Advisers360
FB1070Charles Monat Associates127
FB1075St. James's Place (Hong Kong)105
FB1209Noble Apex Wealth82
FB1533Swiss United Wealth Management68
FB1593Finexis Advisory (HK)61

Register totals: 819 FB + 115 GB broker-company licences; 2,413 FA + 81 GA agency licences. AMG at 1,430 reps is the largest insurance-side bench in Hong Kong and was not on our radar at all. WRISE runs FB1770 (400 reps) alongside its SFC 1/4/9 — that dual architecture is precisely our model, already built.

⚠ The IA's own register is CAPTCHA-gated; these figures come from third-party mirrors (hkiaradar, hkinsurancebrokerandagent) and should be re-confirmed against the IA directly before any external use. SFC figures elsewhere on this tab are from the SFC's own register.

#4 — Endowus / Carret Private the economically dangerous one

  • US$70m+ raised 22 Oct 2025 led by Illuminate Financial (Citi Ventures, Prosus, Asian family offices); US$130m+ total. Group client assets >US$10bn; HK client numbers +150% YoY and HK assets 3×; alternatives >US$500m, 3× YoY (Apollo, Blue Owl, Carlyle, KKR, Partners Group).
  • The Oct 2025 money is explicitly funding "B2B solutions for financial advisors and external asset managers." That is our tender. Unlike RFO's Quantive JV, Endowus already owns the licences, the custody relationships and a client-facing app in both HK and SG.
  • The threat is a fee model, not a payout. Fee-only, no retrocessions, no fund-manager commissions. An RM whose book is retro-driven cannot port it without a haircut — but an RM who wants a clean-alignment story to sell a sceptical Chinese-HNW client can. They compete for a different RM archetype than a trailer-fee EAM.
  • Constraint to exploit: Carret's AOT542 may not hold client assets and is professional-investor-only. It is a pure advisory/DPM overlay on third-party custody.
  • Carret also holds a minority stake in Lumen Capital Investors (Singapore), with Kenny Ho on Lumen's board — so Endowus has an indirect interest in a second EAM. Lumen (~US$3bn, 36 staff, 20+ custodians in 5 jurisdictions) is publicly open to "acquiring smaller firms, teams, or single partners."

#5 — Chubb Wealth, and the carriers moving up-stack

The pattern to watch is not EAM-vs-EAM. It is insurers building the wealth layer themselves and disintermediating the independent platform on both the insurance and the fund/alts side.

  • Chubb Wealth — launched 11 Feb 2026. Entity AVR438 held T4/9 since 2010 and added Type 1 on 5 Sep 2025; 47 licensed individuals. Targets PIs with HK$8m+; mutual funds from US$100, alternatives from US$10,000 (KKR, Goldman Sachs AM, PIMCO, S64). Plus a Chubb Wealth Academy for adviser training. Open question that decides the severity: distribution looks direct ("dedicated, licensed advisors") — whether they open to third-party intermediaries is unverified.
  • AXA Global Private — 8 Jun 2026. Par life for estate/tax plus K&R, art, family-office and cyber cover; distributed via private banks. Mainland policyholders ≈ half of AXA HK's premium.
  • Sun Life Private Wealth — 28 Jul 2026. Integrated HNW platform across Bermuda, HK, Singapore, Dubai.
  • FWD Private is the exception and the opportunity — explicitly "primarily distributed via international brokers." Channel-friendly rather than competing.

Our counter-positioning writes itself: multi-carrier. A client buying Chubb Wealth gets Chubb's balance sheet and Chubb's shelf. That is the argument.

⚠ Insurance economics were repriced twice in the last 12 months — and the PI carve-outs are our ground

What was taken away
  • Commission spreading. IA Practice Note issued 30 Jul 2025, effective 1 Jan 2026: no more than 70% of total commission in policy year 1, remainder spread over ≥5 years or the premium term. Applies to broker companies. HKMA extended the same expectation to bancassurance on 5 Jun 2026. Front-loaded par revenue is now a five-year annuity.
  • Referral fees capped. IA circular 1 Sep 2025, effective Oct 2025: supervisory benchmark of 50% of the broker's total commission on participating policies. Being enforced — on 12 Jul 2026 the IA imposed licence-renewal conditions on two broker companies. IA's Alan Wu: "These actions are not isolated… we will not end from there," signalling possible restriction of certain business models.
  • Premium financing as a sales angle is dead as marketed. HKMA circular 17 Nov 2025, compliance 1 Jan 2026: financing must be presented separately from the application, tenor must match policy duration, and it may not be marketed as return-enhancing.
  • GL16 revised 6 Feb 2026, effective 31 Mar 2026 — fulfilment ratios and, for universal life, published historical crediting rates back to 2010.
What opened up — and why it favours us
  • The commission-spreading rule carves out policies sold to professional investors with adequate controls, and the IA/HKMA joint IUL circular of 13 Mar 2025 strips away the green-light pre-approval, waives the KFS, and removes FNA/RPQ for qualified PIs. A Type 1/4/9 platform that already documents PI status and suitability is structurally advantaged over a retail broker. This is the single best regulatory argument in the sales playbook.
  • Linked business is the fastest-growing line in the market: ILAS new office premiums +65.4% FY2025 and +77.2% in Q1 2026 — off a small base (4.0% of new office premiums) but growing ~1.5× the rate of participating.
  • IUL product supply has arrived: Sun Life (21 May 2025, first in HK), HSBC Aspire Prime (7 Jul 2025 — S&P 500, Hang Seng and LBMA Gold), YF Life (28 Jul 2025).
  • ⚠ The MCV data blackout. The IA suspended the Mainland-visitor premium breakout from Q1 2025 pending a review of non-local data collection. The last official figure is FY2024: HK$62.8bn, 28.6% of individual new office premiums. Any 2025 or 2026 MCV number — including in our own decks — is an estimate. Check the Forecast tab does not rely on one.
  • The best strategic finding in the whole scan: the jumbo-UL sale is decoupling from the private bank. The HKMA's 1 Jan 2026 standards squeeze bank-led premium financing — no bundling, no return-enhancement pitch, tenor matching. Meanwhile Yuvarra launched 2 Jun 2026 — an independent licensed lender (CEO Larry Ikard), partnered with LifeDirect/AFCO Credit (a Truist Bank subsidiary), lending secured against the policy itself — no AUM requirement, no asset pledge, no account opening — and explicitly positioned at "independent advisers, multi-family offices and specialist wealth managers" rather than private banks. Action: get Yuvarra and LifeDirect into the product shelf before 1 Sep. This removes the single biggest structural advantage a private bank has over us on jumbo UL.
  • Consolidation is licence-driven: QDM International bought MCM Wealth (HK) outright on 15 Jul 2026 specifically to acquire ILAS distribution rights and "strengthen bargaining power with insurance companies" — its brokerage revenue rose +179% YoY at ~53.6% gross margin, and it says referral-fee levels "have normalized." Ardonagh has bought five HK broking entities since Oct 2024. HK broker licences are now openly traded.
  • Also live: illustration-rate caps of 6% HKD / 6.5% other currencies on par policies (Jul 2025); the IA reprimanded and fined three broker companies ~HK$429,000 on 4 Mar 2026 for client-money and AML/CFT failures.

The Chinese offshore incumbent is shrinking — Noah is a recruiting ground, not a threat

From Noah Holdings' Q1 2026 6-K (primary source, filed 27 May 2026), quarter ended 31 Mar 2026:

MetricQ1 2026YoY
Overseas AUMRMB 42.6bn (US$6.2bn)
Overseas relationship managers132
Overseas registered clients20,373+11.9%
Overseas ACTIVE clients3,219−4.9%
Overseas net revenuesRMB 233.2m−23.3%

Correction (9 Aug, later stream): the earlier read that Noah holds "no Type 1 in HK" was wrong because the offshore business has been de-branded away from the Noah name. Noah Holdings (HK) is now Ark Group Holdings (Hong Kong) Ltd — CE AYC880, Type 1/4/9, licensed since 4 Jan 2012 (quoted in its own FY2025 20-F and confirmed on the SFC register). Noah Insurance (HK) is now Glory Insurance. So the group holds the full T1/4/9 stack plus two IA broker licences, trust companies in three jurisdictions, and a US broker-dealer (final approval Q1 2026). Olive (BOC542, T4/9, 15 reps) is only one piece.

It is still contracting, and that is the point: ARK's client-facing RMs fell to 89 (−7.3% YoY), ARK overseas wealth revenue −35.8% YoY, Glory's active insurance clients −50.3% YoY, and the overseas share of group net revenue dropped from 49.1% (FY2025) to 37.3%. It trades at 7.9× with a 7.9% yield and paid out ~100% of FY2025 non-GAAP net income — returning capital rather than reinvesting. ARK's HK/Singapore bench is the most recruitable pool of Chinese-HNW-fluent, offshore-licensed advisers in the market.

⚠ Two flags.Noah's marketing contradicts its filings — arkwealth.com cites "US$153bn cumulative assets" and "140+ advisers" against filed US$9.6bn AUA / 89 RMs; Olive's Tokyo release claims "US$10bn+ and 30,000+ families" against filed US$6.2bn / 20,373 clients. Use the filings. ② Q1 2026 commentary describes "AI ecosystem expansion providing external advisors access to a platform for global assets and compliance." If they execute that, Noah stops being an employer-competitor and becomes a direct platform competitor with the licences already in place.

Names to strike off the competitive set

Verified dead or mis-categorised on the SFC register / HKEX list, 9-10 Aug 2026 — several have been carried in our thinking without checking:

  • Convoy — the listing is dead but the IFA business is not. Delisted 4 May 2021 (HK$2.6bn of 2017-19 losses, SFC/ICAC raid). But the Platform and IFA businesses were carved into TAG Holdings → AGBA (Nasdaq, Nov 2022) → Triller Group (ILLR, Oct 2024). OnePlatform is still HK's IFA aggregator — 80 insurers/1,237 products, 48 fund houses, 400,000+ clients. State of it: market cap US$23m, FY2025 revenue $21.6m (−21%), net loss −$174.5m, and independent advisers fell 522 → 338 in one year (−35%). Those 184 dislodged advisers are the largest single pool of loose HK licensed advisers in the market — retail-grade, not private-bank-grade, but the compliance record (trading suspension, delinquent filings, auditor change, share consolidation, investor investigations) writes the recruiting pitch for us. ⚠ Namespace trap: AGBA's adviser brand is called "FOCUS" — unrelated to Focus Financial Partners.
  • Ambition — a misidentification, not a competitor. Zero hits across the entire HK IA register; the only SFC match (Ambition Securities, AVZ836) was Type 1 from Dec 2010 to Jul 2012 and ceased. Ambition Group Hong Kong is a specialist recruitment firm — and it recruits into this channel (live HK mandates include "HNW Brokerage Distribution Manager"). Worth a call as a recruitment channel rather than tracking as a rival.
  • AMTD — the regulated wealth business is gone. AMTD Global Markets was renamed oOo Securities (HK) Group; AMTD IDEA's FY2025 20-F lists no SFC-licensed HK financial-services subsidiary — revenue now comes from four hotels. On 13 Oct 2025 the CFI found the entity in contempt for failing to comply with SFC s.183 notices. If we meet ex-AMTD advisers, their licence history sits under oOo.
  • Aureus — no licensed HK entity exists. Zero hits on the IA register and zero SFC-licensed corporations; only Companies Registry shells. Any "Aureus" HNW platform is currently unlicensed or a marketing shell.
  • Charles Monat — do not strike this one off. Apollo is now behind it. Correct on the SFC point (CE ADA954 held T4/T6 for one year, 2003-04, and nothing since; it runs on IA broker licence FB1070 — 2 ROs, 127 licensed reps, plus a separate agency licence FA3106). But on 17 Apr 2026 it completed a strategic minority investment led by Apollo hybrid strategy funds (announced 17 Oct 2025; Rothschild advised CMA; ~US$938bn AUM behind it; stake size and valuation undisclosed, management and branding unchanged). 250+ professionals, 11,500+ clients across 80+ countries. Its model is B2B2C — it sources through private banks, EAMs and trustees and is paid by carrier commission, so it monetises the RM in situ rather than hiring him. It does not compete for our advisers; it competes for the same insurance economics on the same clients. Watch it as the most likely acquirer of HK adviser teams or bolt-on brokers over the next 12-24 months. ⚠ Its only public premium figures are from 2021 — anything circulating as "May 2025" is misdated.
  • Taurus Associates AM (ATW520) — no active regulated activity. Separately: the Julius Baer / Kudu stake story on Taurus Wealth Advisors does not check out — Kudu's own partner list excludes Taurus, and no JB stake is on any public record. Re-source it before it goes in a board pack.
  • Hywin — gone. SEC name chain: Hywin Holdings → Santech → BitVentures (Nasdaq: BVC).
  • Envysion (SG) — licence gone, renamed Hui Xun Asset Management, no live MAS licence. Its 2024 MAS charges (no risk framework; undisclosed conflicts and related-party referral fees) are the precedent every fast-growing EAM is now diligenced against — expect custodians and family offices to test us on exactly those two points.
  • Golden Vision Capital, Alpinum — suppliers/allocators, not rivals. Focus Financial — no verified Asia footprint. "Aurect Global" appears not to exist — no MAS entity, no site, no LinkedIn.

Market context worth carrying into investor conversations all 2026 primary sources

  • HK asset & wealth management AUM +20% to HK$42.2trn (US$5.4tn); private banking/PWM +24% to HK$12.9trn; net inflows +193% — SFC Asset & Wealth Management Activities Survey, published 2 Jul 2026.
  • HK overtook Switzerland as the largest cross-border wealth hub at US$2.9trn — BCG, 27 May 2026.
  • 3,384 single family offices at end-2025, +25% in two years — Deloitte/InvestHK, 10 Feb 2026; target of 220+ more over 2026-28.
  • The EAM market is structurally sub-scale — which is the argument for a shared platform. 295 EAMs across HK+SG managing US$328bn; EAMs are ~9% of HK wealth; 72% of HK EAMs run under US$1bn — Synpulse with AIWM Singapore and FOAHK, 26 May 2026.
  • The PRC crackdown is confirmed from primary filings, and it cuts our way. Futu: CSRC proposed ~RMB 1.85bn (US$271m), 22 May 2026. Tiger/UP Fintech: RMB 308.1m + RMB 103.1m confiscation. Both for unlicensed mainland solicitation — not for offshore advice to clients already offshore. Lethal for grey-market referral chains; straightforwardly good for a properly SFC-licensed HK platform that onboards in Hong Kong. It is also our strongest recruiting argument.
  • ⚠ Correct the pitch: "RMs are fleeing private banks" is not supported by the data. HKMA (Eddie Yue, Aug 2025): HK private banks' AUM +14% in H1 2025, 400+ wealth managers hired over two years (+12%), net inflows HK$384bn, some banks expanding office space up to 50%. The verified 2025-26 flow is INTO the private banks. The evidenced and defensible pitch is selective senior defection driven by payout economics and platform independence — Raffles taking UBS and DBS teams, Blackhorn taking a Julius Baer MD, KGI taking HSBC and UBS leaders. Use that framing with investors; the stronger claim will not survive a diligence question.
  • The non-bank slice of HK private wealth — our actual TAM. Derived from the SFC survey totals: licensed corporations (non-bank) account for roughly HK$1,815bn ≈ US$233bn, about 14% of the HK$12,945bn PB/PWM business, with only ~1,388 LC-side private-wealth staff against 8,752 at the banks. Arithmetic on published SFC totals, not an SFC-stated figure.
  • On iFAST, a useful correction: HK produced 57% of iFAST's FY2025 group PBT on only S$3.6bn of AUA — that is the eMPF/ePension government contract, not wealth economics, and onboarding completed 30 Apr 2026. iGM Hong Kong is iFAST's slowest-growing division (+16% AUA YoY vs SG +26%, MY +47%). It is not winning the HK adviser war. Its published revenue mix is still the best public benchmark for what an adviser platform retains: trailer 39.3% · platform fee 11.3% · wrap 6.9%, with the upfront retained by the adviser firm.

Asia local landscape GDW IT chat · 7–8 Jul

The nearer-in competitors are Asian B2B/B2B2C platforms, not LPL/Arca. Most sit at a different layer than GDW.

Fosun · FinOne (星路科技 / Finloop)

  • Two entities — 星路金融科技控股 + 星路金融有限公司, collectively 星路科技; self-incubated by Fosun Wealth, then taken as a strategic investment.
  • Bills itself as a "数智化机构财富管理平台" — a digital/intelligent institutional wealth platform. The key word is institutional: it's a B2B ("2B") play — sells rails & product access to financial institutions, not primarily to end clients.
  • Original value prop: an Asia version of iFAST / Allfunds, for Chinese AM and Chinese wealth. Has an insurance brokerage. (Team also tried to acquire Altive earlier.)
  • Raising external equity — group ~60%, rest CEO/management + external.
  • Read: different layer — Fosun is B2B fund/product rails to institutions; GDW is B2B2C via IFAs to HNW clients. Adjacent, not head-to-head — though a "PB-in-a-box" pivot would bring it closer.

The rest of the field

  • Nexus — EAM platform.
  • Convoy-lineage / Derrick Tan — HK IFA heritage.
  • iFAST / Allfunds — the incumbent fund-platform rails GDW's shelf competes with on product access.
  • GDW's wedge vs all of them: the licence moat (offshore combination), the AI cost base, and serving the adviser-to-HNW layer rather than institution-to-institution.
  • Battlecard on file: "GDW_vs_Fosun_IFA_Battlecard" (GDW IT chat, 7 Jul).

AI WealthTech Landscape — as of Jul 2026

Global scan: respected players + latest AI developments (research compiled from LinkedIn, industry lists & press).

Key 2026 developments

  • Advisor "co-pilots" are the flagship trend — BlackRock Aladdin Wealth launched Gen-AI "Auto Commentary" (Oct 2025); Morgan Stanley is first client (Portfolio Risk Platform).
  • Big banks building in-house: Morgan Stanley (Debrief; AI @ Morgan Stanley with OpenAI), JPMorgan (IndexGPT, OmniAI), RBC (with TIFIN).
  • Agentic AI moving from pilots into real advisor workflows; hyper-personalized proposals & risk alignment at scale.
  • 81% of wealthtechs call AI their most critical technology, but most still face an "implementation gap" (piloting, not scaled).
  • GIM (Grace Investment Machine) raised a $20M Series A (Jul 2026, co-led by Hony Capital with IDG Capital & Monolith) to scale agentic, autonomous investing — a signal that capital is flowing into fully-autonomous "investing machines," not just advisor copilots.
  • Silvia AI (CFO Silvia) crossed $50B in assets on-platform (Jul 2026, ~14 months post-launch) and is now public via ProCap Financial (Nasdaq: BRR) — an AI "personal CFO" for self-directed investors, monetizing freemium to paid subscription (over 10% of monthly actives paying within 2 months). The US, consumer-side face of the agentic-investing wave; watch its RIA / white-label push.

Most respected AI-wealthtech players (global)

SegmentCompaniesNote
Institutional platformsBlackRock (Aladdin Wealth), Addepar, Morgan Stanley, JPMorgan, Envestnet / SS&C / BroadridgeEnterprise-grade; the "gold standard" tier
B2B AI-wealthtechTIFIN, Backbase, InvestSuite, Investbanq (Asia/MENA)Specialists; Investbanq notable for Asia focus
B2C / robo-advisoryBetterment, Wealthfront, Schwab Intelligent Portfolios, Vanguard Digital AdvisorMass-market digital advice
AI infrastructureNVIDIA, OpenAI, Microsoft, AnthropicPowering the above
Ones to watch (WealthTech100 2026)Aveni, Responsive AI, Arta FinanceRising challengers
Emerging — agentic / autonomous investingGIM (Grace Investment Machine)$20M Series A, Jul 2026 (Hony Capital, IDG, Monolith); 3rd round in year one. Builds foundation models + multi-agent systems that generate & test trading signals in live markets; CogAlpha 7-layer agent architecture (accepted ACL 2026). CEO Jiahao Xu — graceim.ai
US consumer — self-directed "AI CFO"Silvia AI (CFO Silvia)AI "personal CFO" for self-directed investors: users connect all assets (stocks, bonds, crypto, real estate, cars, collectibles, private holdings) into one view; proprietary AI agents track the portfolio, flag concentration risk / high fees / tax drag / idle cash, run Monte-Carlo scenarios & analyze documents. Over $50B assets on-platform (Jul 2026; avg user net worth over $2.5M). Revenue: freemium to paid membership — over 10% of monthly actives paying within 2 months of monetization. Founded May 2025 by Anthony Pompliano & Shain Noor; acquired Apr 2026 by ProCap Financial (Nasdaq: BRR, "first publicly traded agentic finance firm"; ProCap raised over $750M). Emerging RIA / white-label channel. Vs GDW: US, consumer, self-directed — GDW is Asia B2B IFA / family-office.

New-entrants watchlist refreshed 9 Aug 2026 · standing monitor

Three July-2026 signals William flagged for tracking: an AI-native custody rail, a wealth/insurance workflow-AI vendor, and the first big AI-wealth listing of the cycle. Each card: what happened → business model & tech → what GDW can apply. Researched 20 Jul 2026 from primary announcements/filings.

Alpaca — agent-first brokerage infrastructure UPD 9 Aug — TWO rounds in 2026, not one

Correction: there were two raises. $150M Series D + $40M credit line, 14 Jan 2026, led by Drive Capital at a $1.15B post-money — co-investors Citadel Securities, Opera Tech Ventures (BNP), MUFG Innovation Partners, DRW, Kraken, Portage, Horizons, Bank Muscat, Derayah. Then $135M equity + $300M debt on 16 Jul 2026, led by Peak XV (debt from Kraken's parent Payward and BMO); no updated valuation mark. Total raised $321M+. ~20% of clients are in Asia; holds a Japan FSA broker-dealer licence (via SBI) and an IFSCA licence in GIFT City; Asia clients include Syfe and Dime!. But no SFC licence and no HK entity — we would consume Alpaca as US execution/custody rails underneath our own licence. It solves no HK regulatory perimeter.

What happened & the model
  • $135M equity led by Peak XV (+ Elefund, Unbound, BNP Paribas's Opera Tech) plus ~$300M debt (BMO, Kraken's Payward) = $435M package; carries the $1.15B Jan-2026 Series D mark. Proceeds: "agent-first" brokerage + API prime brokerage across traditional and onchain markets.
  • B2B2C brokerage-as-a-service: 200+ fintech/bank partners embed US stocks/options/crypto via Broker API; Alpaca runs licensed execution, self-clearing (DTCC/OCC/FICC), custody and mid/back office. 7M+ accounts, 40+ countries, ~$100M annualized revenue doubling 3 yrs running.
  • The "AI-native" part is real: official MCP server exposing 65 trading/data tools to LLM agents + agentic CLI; API actives up ~4× in six months, driven largely by AI agents. Instant Tokenization Network bridges equities onchain. Asia: SBI Holdings partnership + $15M strategic investment; owns a Japan FSA broker-dealer; GIFT City India broker. CEO pitch: "AWS of finance."
Apply to GDW
  • Custody/execution rail, not competitor: Broker API sub-accounts could give GDW a US-equities/options shelf without building a broker-dealer — outsourced middle/back office that matches the AI-cost-base story (compare vs current Finloop/Antarctica rails on cost).
  • Wrap their MCP server in the GDW copilot — adviser AI executes model-portfolio rebalancing agentically = a genuine "AI-native custody" demo for investor decks; tokenized-equity rails pair naturally with the Animoca crypto/RWA shelf.
  • Partner route via SBI: Alpaca wants Asian wealth-platform distribution and has no HK presence — explore becoming its HK IFA channel (or at least benchmark its pricing when negotiating with current custody providers). Action: worth a BD conversation before the QIA/institutional round — "Alpaca-for-Asia-advisers" strengthens the platform story.

Feathery — AI workflow automation for wealth & insurance UPD 9 Aug — $30M is cumulative, not the round

Correction: $30M is total funding to date including a Series A announced 14 Jul 2026 led by Portage (Index, Bain Capital Ventures, Clocktower, Allstate SV, Erie SV); the round size itself is undisclosed. 300+ firms; wealth logos Sequoia Financial, Allworth, Mission Wealth. Sharper read on fit than we had: it is a workflow-and-forms orchestration layer, not a KYC/AML engine — no identity verification, sanctions screening or PEP checks — and its integration value is concentrated in US custodians with no non-US markets mentioned. For HK we would still build the SFC-facing KYC/AML and suitability stack ourselves. Keep as reference architecture; weak buy today.

What happened & the model
  • $30M total (Series A led by Portage, + Index, Allstate SV, Clocktower, Bain Capital Ventures); positioning upgraded from forms to "AI operating & decisioning system for financial services." 300+ firms, tens of millions of monthly submissions; clients incl. Sequoia Financial, Allworth (wealth), Tokio Marine, Hiscox (carriers).
  • The pipeline that matters: branded intake forms → document AI (claims 98%+ extraction) on statements/tax/ID docs → KYC calls (LexisNexis/Persona/Alloy) → auto-fill of carrier PDFs & custodian account-opening APIs (Schwab, Fidelity, Pershing, LPL) → e-sign → CRM writeback. "Robin" LLM assistant builds workflows from plain language. Metered per-submission SaaS; SOC 2/HIPAA/data-residency as the enterprise unlock.
  • Competitive set: Docupace, Laserfiche, Quik!/LaserApp, PreciseFP — legacy, non-AI. No vertical incumbent exists in HK.
Apply to GDW — most directly actionable of the three
  • This is the blueprint for Miranda's 100-client onboarding bottleneck (Tue 21 Jul call): one bilingual mobile-first intake link per client; doc-AI extracts passport/EEP/address-proof/bank statements; auto-classifies SFC PI status from asset evidence with an exceptions queue — advisers touch only flagged cases. Buildable in-house by Cheney/Gene with LLM extraction + field mapping.
  • "Carrier auto-fill" for HK insurers: extract once from a master fact-find → agentically populate each insurer's application (AIA/PRU/Manulife/Sun Life broker portals) + e-sign. Kills re-keying across multi-insurer submissions — directly lifts the $130-150k/adviser insurance production assumption by freeing selling time.
  • Adopt their compliance/monetization pattern: HK PDPO + data-residency posture for mainland-client data; per-submission metering if GDW ever sells the onboarding stack to other MFOs/EAMs (a GrowHill-Tech revenue line — "Docupace-killer for HK IFAs").

Wealthfront (Nasdaq: WLTH) — the automation benchmark & a valuation warning IPO COMPLETED Dec 2025 · $485M raised @ $2.63B · now 34% below offer

What actually happened (premise correction)
  • The IPO is done, not pending: priced 10-11 Dec 2025 at $14 (top of range), 34.6M shares, ~$485M raised, $2.63B fully-diluted (GS/JPM leads). As of 17 Jul 2026: $9.26, $1.38B market cap — 34% below offer and under the failed 2022 UBS deal price ($1.4B).
  • S-1 economics: FY25 revenue $308.9M (+43%), ~90% gross margin, ~45% adj-EBITDA margin, NRR >120% for 11 straight years, ~95% retention. Latest: Q1 FY27 revenue $90.5M (+7%), platform assets $96.6B (+19%), EPS miss.
  • Why it de-rated: ~74% of revenue is cash-sweep spread (0.60% on Fed-linked balances) vs only ~25% advisory fees (0.22% realized) — the market pays for durable fee revenue, not rate windfalls. IPO priced at ~3.0% of platform assets / ~7× revenue; now ~1.4% of assets / ~3.7×.
Apply to GDW
  • The automation ceiling to cite: 396 employees run $96.6B for 1.38M clients — ~$1M revenue, ~$267M AUM, ~4,000 clients per employee, zero human advisers, no sales team, marketing 17% of revenue. Even 10% of that transforms IFA-practice economics — a stronger, harder number than the Arca comp for the AI-cost-base pitch.
  • Cash-sweep (MMF Plus) lesson: Wealthfront proves sweep economics can carry a platform to profitability — and its de-rating proves rate-linked revenue gets a discount multiple. Build MMF Plus as the accelerant, keep recurring % of net (the CFO north-star KPI) as the valuation anchor. Validates the north-star choice.
  • Listing-story comps: public markets paid 3% of assets at peak, 1.4% now, for a fully-automated book with 11-yr >120% NRR. For the GrowHill-Tech IPO narrative: anchor on fee-revenue multiples (~4-7× durable revenue), not P/AUM — and expect DD to discount any revenue line that looks rate- or flow-windfall-driven (the gross-referral line).

NEW — Arta Finance / Arta AI added 9 Aug 2026 · the only name on this list already inside HK

Ex-Google-founded digital wealth platform (US + Singapore) that has productised its AI layer and sells it B2B to banks and wealth managers — white-labelled, firm-specific training, portfolio + market + institutional data, analysis, reporting, Monte Carlo risk. ~US$90m raised; EDBI (Singapore EDB's investment arm) on the cap table. Named Global Best AI Supplier to Private Banking & Wealth Management, PWM Wealth Tech Awards 2026.

  • The reason it matters: Arta AI is already deployed at Bank of Singapore for external asset managers and family offices, at Hong Leong Bank, and at Ethivo Asset Management in Hong Kong. Signed Asian institutional distribution, aimed at exactly the HK EAM/HNW channel we are building into.
  • It is dual-natured — threat and vendor. Its B2C arm targets the same accredited-investor segment; its B2B arm would happily sell us the AI layer. Decide which side we want before engaging — a partnership conversation also hands them a map of our business.
  • Action: a competitive teardown of Arta AI is higher value than anything else on this watchlist. Owner: Cheney/Gene, before the 25 Aug launch.

The gap nobody has filled — and it is ours to take 9 Aug 2026

  • Not one adviser AI notetaker supports Chinese, Cantonese or Mandarin. A July 2026 comparison of nine products — Jump, Zocks, FinMate, Fireflies, Otter and others — found none. Zocks' own language list (Jan 2026) covers nine languages including Japanese and Hindi, but no Chinese variant. Cantonese code-switching in a HK client meeting is a genuine technical moat, not a localisation task.
  • Non-US compliance is entirely unserved. Every compliance player — Greenboard ($20m), Luthor, Saifr, even Norm Ai at a $1.2bn valuation (120m Series C, 7 Jul 2026) — is built on SEC/FINRA rules. No vendor evidences SFC Code of Conduct, HK PDPO or MAS coverage.
  • Note-taking itself is already commoditised — Wealthbox bundles it free with the CRM. Value has to sit in workflow, data and local compliance, never in transcription.
Benchmarks to beat, and tools to rent
  • Operating benchmarks: Savvy Wealth ~$6bn AUM on ~135 advisers (~$44m/adviser) having raised ~$100m; Arca $1bn+ on 28 people; Farther $150m Series D led by General Atlantic, 21 May 2026 — but note its headline "$23bn recruited assets" vs ~$8bn actually custodied. Do not put these side by side in a deck without the qualifiers.
  • Rent, don't build: reporting (Addepar, $230m @ $3.25bn, Singapore APAC hub Apr 2026 — no HK office), alts data ops (Canoe, Arch $52m Series B), alts supply (iCapital — >$820m raised @ >$7.5bn, now ~$1.2T serviced, 60+ APAC staff, larger HK and SG offices, HK entities BNN296/BTM925). Most have weak or no HK presence — first-mover terms are available.
  • Watch, don't chase: Securitize listed on NYSE (SECZ) ~2 Jul 2026 raising ~$400m; CAIS $170m @ >$2bn (Vista, 29 Jul 2026) with a London beachhead; ADDX pivoting to white-label rails. Any could compress feeder economics or land in Singapore inside 24 months — which is directly relevant now that we are structuring a Two Sigma feeder.
  • Regional rivals for the same wedge: Kristal.AI (SFC + MAS + SEBI + ADGM, $2bn+ AUM, 55% of revenue already B2B2C through advisers — its Series B close is unconfirmed 14 months on, which is itself a signal); Keenai (Lighthouse Canton, public launch 19 Aug 2026, targets advisers and RMs — but holds no licence of its own and rides a single manager's shelf); Syfe (US$80m Series C, HK doubled). StashAway cut ~14% of staff in Jul 2026.

Monitor cadence for all cards: refresh on each dashboard update cycle — Alpaca (HK/Asia moves, prime-brokerage launch, SBI channel), Feathery (APAC entry, wealth-client wins), WLTH (next earnings 21 Aug 2026 — the live read on how public markets price automated wealth), Arta AI (further HK/SG bank wins), Keenai (post-19 Aug launch: document the product shelf), Kristal.AI (whether the Series B ever closed). Sources: company releases and SEC/SFC/MAS/IA primary filings — deep research run 9 Aug 2026; where a figure is self-reported or undated it is labelled as such.

IT & platform build new tab · 5 Aug 2026 · Cheney's team

The tech build: what's live, what's in flight, and the backlog. Primary source going forward = Atlas, Cheney's agentic-coded build map (shared 5 Aug: "pending tech tasks… accumulated to roughly 4-6 months long; will use this to present progress and priority each week").

Atlas ingestion — PENDING access

Atlas sits behind a team access code, which I can't enter on William's behalf. To ingest the full task board: open atlas.gggdddwww.com in the browser, enter the team code, and the next refresh will pull every task/status/priority into this tab. Until then, the build picture below is reconstructed from team comms to 5 Aug.

Live / shipped to 5 Aug

  • New platform live — new clients onboarding on it; old-system client migration essentially done (vendor-hostage incident recovered in July; "$5M USD worth of system done in 2 months" — Cheney).
  • English IFA + client portals (22 Jul) — app.growdigitalwealth.co; demo at demo.growdw.com.
  • GDW MCP admin bot — products/clients/orders/IFA/MFO analytics via chat for admins.
  • English-dubbed platform demo video (minimax voice + subs, built overnight for the 30 Jul Bullish/NYC pitch) — the current investor-facing "agentic demo" asset.
  • CITCO/Antarctica nominee-KYC unblocked (CTC + late-subscription discretion).

In flight / next Aug-Oct

  • Priority #1 (Cheney): bulletproof the platform before Sep 1 business start — ~70-item hardening list; AI/agentic IFA features slip to Sep/Oct (William: "我吹牛咗好耐" — the agentic experience must catch up with the pitch).
  • DPM engine — ready bar "small twists"; the "secret weapon": AI-enabled IFA DPM via nominee account + Futu API connect (Cheney: doable and legal). Futu account opening on the ops list.
  • AI cash-optimizer / MMF sweep (7%-product family support) — Sep/Oct; design constraint: no GDW capital advance, system-driven at volume.
  • Onboarding automation — Feathery-blueprint intake (bilingual link, doc-AI extraction, PI auto-classification) for the 100-client bottleneck; buildable in-house.
  • Weekly cadence — Atlas becomes the weekly progress/priority artefact; product+sales weekly (Cheney/William/Sindy/文強/思淳) standing up.

Team & structural context

  • Cheney → COO (~Oct, post-raise) over product/ops/tech; Gene renewed; tech team carries 5% of the Grogenta management pool ("tech's KPI is sales").
  • All GDW tech + IP transfers into Grogenta at the Main-Line-1 closing (TS §3.1 — IP & Business Transfer Agreement; GDW's 11 staff move with it). Grogenta is the future fundraise/IPO vehicle — platform-income authenticity (arms-length service fees, transfer-pricing files) is a build requirement, not just legal.
  • System of record: from the agreed switch date, all overseas transactions process through the 思宏/GDW platform as the sole business record (MoU §4) — HY's IFAs migrate onto it; 思宏 system = the only book.
  • Infra notes: growdigitalwealth.co domain (GoDaddy); email OTP for mainland clients (SMS illegal without onshore entity — UX risk to watch at scale); AllFunds $70k/yr held ("hold our bullet" — use test account).

Compliance & ops rails framework · draft

The workstream that gates both the offshore model and the raise. Built on William's five governing rules. Draft — requires HanKun + Responsible-Officer sign-off.

⚠ Open regulatory / bank deadlines 9 Aug 2026

  • East West Bank — periodic KYC review, GROW GLOBAL FUNDS SPC #604303 — response due 12 Aug 2026. Opened 15 May, reminded 5 Aug. Both went to elsie.chan@growim.com + HKOPS@growim.com; Maples (Sophia Chiu) escalated 9 Aug: "Elsie is no longer in Grow", copying Ma Zong and Lu Zong. No confirmed owner, 3 days left. → assign today, confirm the outstanding items with Jessica Pang, and fix the departed-staff mailbox routing that let this sit three months.
  • Licensing constraint on the Two Sigma economics (Cheney, 9 Aug): Type 1 = subscription fee only — no management fee, no performance fee. Type 9 / DPM is required to charge mgmt + perf. Either move clients onto a genuine DPM mandate (real discretion to add/reduce, nominee still usable) or wrap it in a feeder. → this reverses the 28 Jul "nominee, no feeder" decision and needs RO sign-off before any fee schedule goes to advisers.
  • Related-party flag: Kenny wants the feeder to carry his own brand (his vehicle co-founded with David Siegel) and to distribute through GrowHill on GDW's licence. Paper the conflict, the fee flow and the IC approval before it is marketed.
  • ⚠ "8.29" — an unanswered question about mainland client trading. In GDW SPOTx on 11 Aug, 王潇 asked 「目前不會呢?8.29之後,大陸客戶還能正常交易對吧」 and the thread moved on. Cheney had just noted our servers are in HK with no IP blocking, but that mainland networks may not reach HK sites reliably. With Futu and Tiger penalised in May for unlicensed mainland business, an internal date circulating as a change point for mainland client trading needs a written answer before 1 Sep. → establish what 8.29 refers to, whether it changes anything, and the approved client-access position.
  • IFA training deck contains client-side order-placing tutorials (Gene, 11 Aug: 「當中會有客戶端下單的教學等,但是給IFA講解的」). Teaching IFAs the client interface is fine; material that could walk a mainland client through placing an order is not the same thing. RO review before circulation.
  • Antarctica / Citco short-form alarm — CLOSED, false alarm. Miranda queried it directly; Citco (Jordan Cullinane, 10 Aug) confirmed it was a generic notice to all investors, no action required, and the existing FHE Fund SP short form stands. Good handling — the pattern to repeat.
  • Citco — client remediation in motion. GDW is prepared to refund a subscription fee on an affected order; the trailer to 智汇 was pre-emptively withheld so the refund is loss-neutral. Sindy drafting the client script and plan. → document the incident properly (fund, clients affected, root cause, recurrence risk) and confirm whether the refund needs RO sign-off. Landing three weeks before the 1 Sep business start.
  • Two Sigma client Q&A (QA集锦 vDX2) — one line to correct before release. The pack describes the US$165M repayment as "SEC 文件中确认的事实." True of the repayment; but the Jan 2025 SEC order was for access-control / compliance-supervisory failures and a Rule 21F-17(a) whistleblower breach — not for the tampering, and the individual is indicted, not convicted. Remove any wording a client could read as "the SEC sanctioned them for the tampering."
  • Pro-forma cap table owed to Ross Zachary (Navigator Global Investments) — he asked 7 Aug, for compliance, what the parent's ownership is and will be pro forma. William has sent the round history; the pro-forma is still outstanding.

Deal compliance rails — as papered in TS V8 5 Aug 2026 · binding design constraints

  • Regulated revenue stays in licensed entities: ALL insurance-broking revenue books into 宏奕香港 (宏奕安裕有限公司); ALL securities/AM revenue books into Grow AM. Grogenta & 思宏财富 charge only arm's-length service/platform fees for non-regulated services, with transfer-pricing documentation maintained (TS §4.2) — matches the auditor's watch-point (TP 合理性 from the SFC angle).
  • Mainland carve-out: HY's PRC entities, business, revenue and costs are outside the transaction scope entirely (TS §2) — the Futu-precedent firewall.
  • No early control transfer: until SFC/IA approvals, Grow AM's control, voting and economics stay 100% with GIG; nothing may be structured that "could be seen as early transfer of control or economics of a licensed corporation," and every interim arrangement must be fully disclosable to regulators (TS §11(b)) — the clean answer to the s.132 process.
  • Approvals path: SFC s.132 for 思宏财富 + all ≥10% look-through holders · IA approval/filing for 宏奕香港's change of control + fit-and-proper · insurance licence by 31 Dec 2026 (GIG-only remedy −3pt/HK$1M). Termination is nearly impossible by design — licence delay, KPI miss and DD findings all resolve as ratio adjustments, never termination.
  • Open compliance actions: ① fix the §4.2 insurance-split wording (revenue-based, per the 5 Aug call) before formal docs · ② Wu-channel SOP + audit rights (内地展业 contamination risk) · ③ 文強 RO appointment sequencing · ④ HK-counsel review of MoU before signature (the MoU's own header requires it).

Mainland-IFA / CRS structure settled William × Oscar × Cheney · 17-19 Jul 2026

The question: how mainland IFAs/MFOs plug into GDW without CRS exposure freezing their bank accounts. Oscar's original route — GDW HK → GDW UAE (ADGM entity) → IFA co → sub-agent — was killed by Cheney on three grounds: (1) a UAE-licensed rep doing licensed activity in HK is a criminal offence at scale; (2) UAE→HK-MFO B2B payments still leave CRS exposure at the MFO level; (3) routing every individual through the UAE co makes it read as a money-laundering vehicle.

Agreed plan (19 Jul)
  • Each MFO places ONE HK-licensed rep inside the GDW HK licensed entity, minimally paid — "a fair request"; licensed activity stays onshore-HK.
  • GDW UAE pays the MFO a B2B consulting fee + the BD person salary / AUM-based commission — no visa or tax friction.
  • CRS-indifferent IFA cos can sign directly with GDW HK.
Caveats & timing
  • Cheney: long-term, don't let a future GrowHill-Tech licence earn 100% of its licensed income via the UAE entity — the UAE licence likely joins the listco structure later.
  • Cooling-off/window question: go with the 12-month regulator line, not the conservative 3 months (Miranda) — "don't tie our own hands."
  • Full structure + money-flow + SOP/SLA to be presented at the Fri 24 Jul Shenzhen session. Oscar's CRS "flexibility" claim for UAE-sourced revenue is unverified — get it in the HanKun pack.

Latest guidance GDW IT chat · to 9 Jul 2026

The team reviewed the actual SFC circular 26EC29 (8 Jul) and the RO signed off on a pragmatic, "not strictest" interpretation — William: "most peers are using a similar approach"; the counter-point accepted was "strictest means no business." On 9 Jul, Frances (ex-Noah) confirmed points 1–3 below are workable and that Noah operates the same way.

What's OK / not OK (per the SFC circular read)
  • ✓ OK — continue online account opening.
  • ✓ OK — client accesses the offshore platform, on the basis the client is in HK (VPN/illegal access is a grey area GDW "doesn't know about").
  • ✗ Not OK — an online meeting to pitch someone you're sure is in mainland China. Practical posture adopted: "better not ask where the client is in the meeting."
IFA referral & fees (9 Jul)
  • Referral is legal in HK — confirmed (Frances / Noah precedent).
  • Fees paid to the IFA firm, which in turn pays its own agents / sub-agents (same as the established model).
  • Structure leans to a top-line "senior partner" (高級合夥人) entity holding the company/licence, with sub-agents beneath — not every individual IFA setting up their own company.

⚠ This is management's RO-approved operating interpretation (with Noah precedent) — still to be confirmed by HanKun's formal opinion. The "don't ask where the client is" posture and the VPN grey area are exactly the points to get counsel to bless explicitly.

The red line & the operating model

Soliciting/selling USD product to mainland-resident clients without PRC licensing is prohibited — the risk that gates everything. The model stays compliant by keeping regulated interaction outside the mainland, in the right licensed role:

  • FA (introducer): may refer & educate — no solicitation, no product recommendation, no client money.
  • IC (licensed employee): gives advice, runs suitability, executes — under GDW's SFC licence.
  • Client money wires direct to DBS; advisers never take custody. Payouts via Growhill / 思宏.
  • Deterrent: the 对赌 penalty — half-share forfeiture on a documented breach — written into adviser contracts.
  • Listco firewall: offshore→onshore→consultant so mainland revenue <50% / CN ownership <50% (avoids 备案).

Critical path (gates HY go-live ~mid-Aug)

Hire the dedicated Compliance Officer
Frances / ex-Noah candidate. Owns monitoring, fund flows, onboarding sign-off. Nothing should go live without this seat filled.
  • HanKun sign-off on the framework + IC/FA boundary; move to fixed fee (HK$200–300k) or line up Plan-B counsel.
  • Formal legal opinion on the cross-border model — before HY advisers produce.
  • Batch-onboard the 32 HY advisers (SOP Stages 1–4) with attestations.
  • Wire the compliance filter into the AI Daily Brief — no non-compliant recommendation ever surfaces.
  • Formalise the GDW board / RO at HY close (currently sole director).

Meeting Notes newest first

Summaries of calls & F2F meetings (from Zoom AI summaries + 08_Meetings/ recaps), with action points. Newest first.

GDW × Ted Lee — prospective shareholder (breakfast) breakfast · 17 jul 2026

Attendees: William Ma (GDW) · Ted Lee (prospective shareholder/investor · ex-CPPIB · deep hedge-fund network). Tags: fundraising prospective-investor deal-flow

Purpose: relationship-build + pitch Ted on the GDW pre-A round and two adjacent deals.

GDW update
  • Platform live; ~135–150 IFAs/bankers onboarded; AI system (built by Ching Lee) driving IFA acquisition; Alan (ex-Animoca Brands, GDW chairman, part-time) leading build.
  • Acquiring a southern-China wealth team (~50 IFAs, licensed; target 400 next year) to merge in as a distribution stepping-stone. AUA ~US$800–900M incl. Grow offshore advisory.
  • Revenue ~US$2M now; verbally targeting ~US$12M by year-end (approx).
  • IPO planning: NASDAQ (lawyers drafting) + HK Stock Exchange proposal; Kenny targeting ~2-year IPO.
  • New offices: One Peking Road TST ("Hedge Fund Park", ~15,000 sqft, whole floor, Oct 2026, with China Merchant) for GDW/IFAs; smaller building next door (Mar 2027) for Grow Investment Group.
Pre-A raise — the ask
  • ~US$5M friends-&-family led by Louis Chiu (Bo Yu Capital founder, ex-CEO Ping An Insurance); Louis+Kenny+Alan ~US$2M; remaining ~US$3M in US$0.5–1M tickets, each investor expected to bring synergy.
  • Terms: Animoca's last round valued GDW at US$75M; GDW offering pre-A at ~US$50M with a 1-for-1 sweetener (~1% now + ~1% at IPO ≈ 2% for US$0.5M). A-round early next year (Ellen).
  • Comparable: Arca (ARCA), LPL-seeded — US$56M raised / 28 people / US$1B AUA. Closing ~mid-August.
  • Ted: interested, bullish on China timing, but cautious on cash / 2-yr lock — downsized ticket to ~US$300K. Next: review deck, meet Kenny/Alan (± investor Hermes Myles, ~US$12B, longtime contact).
Adjacent deals & partnerships
  • Deal 1 — China day-trading multi-PM / fund-of-funds ("tokenization of alpha"): wrap onshore China day-trading managers (target 20–30% returns) into offshore SMAs; managers send signals, GDW executes offshore (no license/fundraising burden on them). Kenneth has managers identified; needs offshore ops, manager DD (William), fundraising. Two structures: (1) institutional no-first-loss SMA fund; (2) aggressive first-loss route (Prelouin-type) with manager + family-office seed sharing upside. Distribution: William's former shop (CPPIB), now run by friend Sienna after Amy's exit — potential ~6 China funds and US$300–500M allocation; also New Holland / regional family offices. Needs part-time COO/coordinator (revenue-share equity); candidate: Becky.
  • Deal 2 — China energy arbitrage (bigger, later): quant who built many Shanghai SE ETFs / CSRC products working on onshore energy arbitrage (intra-/cross-/inter-province peak-vs-offpeak spreads; Australia/Europe analogues). Build an exchange first, then trade; daily/intraday. It's a business, not a fund; could sit under the Grow group platform. Early HKMA talk (possible HKIC fit). William to finish the China-fund project first.
  • Futu (Fu Chu) / DPM partnership: Futu blocked from opening mainland accounts; GDW building a DPM partnership so big IFAs' clients use a GDW nominee account to run a DPM with Futu, preserving indirect trading access. (Futu head of wealth is ex-NOAH.)
Action points
  • William — send Ted the GDW deck + arrange Kenny/Alan (± Hermes) meeting in 1–2 weeks; secure Ted a ~US$300K pre-A slot before the mid-Aug close.
  • Miranda — set up Ted's business card + email + prime-broker coordination + a desk at the new Peking Road office.
  • Miranda — push Type-9 / "RAP 149" licensing (regulators tightening).
  • Finalize/pay insurance via Rainier — confirm nothing dropped.
  • Arrange William + Ted + Kenneth meeting on the China day-trading fund; vet managers; consider Becky as part-time COO.
  • William — update Ted on the energy deal later.

Source: transcript-20260717-143137.txt (auto-transcribed voice recording, ~1,250 lines).

BJ — Simon Investment Managers (Korea) intro call · 12 jul 2026

Attendees: BJ (CEO & co-founder, Simon Investment Managers / "SIMONE") · William · Kelvin · Ariel. Context: BJ is a potential GDW shareholder (bridge prospect ~$2M) and now exploring a commercial partnership.

What BJ wants
  • Access to Chinese real-estate investment opportunities.
  • Bring Korean products to Chinese clients via the GDW channel.
  • Diligence signals: asked about the role of IFAs and the transparency of fund details to clients.
What GDW presented
  • Platform for Chinese HNW to invest globally (QDLP/QFLP); ~100 HF + 600 MF; selective, not a supermarket; ex-Noah IFA base; HY Guangdong merger (75 members).
  • USD funds avoid RMB FX risk.
  • GROW Real Asset (Kelvin): China value-add RE — hotel→serviced-apt (~15% IRR/3yr, Shanghai), Shenzhen–HK data centers, mezzanine debt.
Action points
  • William — arrange a BJ ↔ Rick Lee call; facilitate an in-person HK meeting.
  • Kelvin — share Korea RE opportunities with BJ; update on data-center projects (western China + Shenzhen–HK).
  • Ariel — gather info for SIMONE; channel questions to William/Kelvin.
  • BJ — review and revert with partnership interest.

⚠ Keep BJ on two tracks: advance the commercial partnership and the ~$2M bridge equity in parallel — don't let the equity ask stall behind the partnership. Full recap: 08_Meetings/2026-07-12_BJ-Simon-Investment-intro-call.md

People & headcount NEW · 12 Aug 2026 · "GDW people topics" thread, Alan × Kenny × William

The 12 Aug debate on how fast to hire, what it actually turns on, and the two items in that thread that are more urgent than the debate itself.
Current FTE
11→12
Alan, 12 Aug: "We have 11 FTE — 12, counting me"
Productive non-sales
~5
Alan: Cheney · Gene · Miranda · Sindy · himself — "that's all"
HR · Finance · Legal · Compliance · PR
0
1 ops + 1 tech dev is the entire non-revenue base
WRISE licensed bench
129
+400 insurance reps · Raffles 49 · GROW AM 0 reps

⚠ Two items from that thread that need action before the next SAFE and before 25 Aug

  • ① The investor org chart contains people who do not work here. Alan, verbatim: "We made up some people to show investors, eg, Ted Lee, etc. He's not doing anything here… so we should take those out." William added: "I can see a few on the HY side like CS, IR etc." Ted Lee has since formally declined and sits in the NO column of the bridge book. If a deck showing him as team is in front of anyone still signing a SAFE, that is a misrepresentation inside a live raise. It was treated in-thread as tidy-up; it is the only item here carrying legal exposure. → Scrub the org chart and the P7 deck before the next signature and before the 25 Aug announcement. Costs nothing.
  • ② Zero compliance FTE is a licence risk, not a cost decision. R3 has been RED on Alan's own board since July. In the 72 hours before this discussion: a bank KYC sat unowned because it was addressed to a leaver; the "8.29" mainland-trading question went unanswered; IFA training material was found to contain client-side order-placing tutorials; and the IA referral-fee regime changed underneath us. William's caution is correct on its own terms — "the 'right' candidate is much more important as any turnover on compliance staff is bad" — but it is being used to justify delay. → Interim RO / compliance contractor NOW, permanent hire later. You cannot onboard IFAs onto a Type 1/4/9 platform from 1 Sep with nobody in the seat.

What the disagreement is actually about

Not headcount — which risk each person is pricing.

  • William is pricing the GROW experience: "At peak we had 75 ppl." Now lean — 2 HR/admin, 2 finance, 1 legal firm-wide, 2 HF ops, the rest PMs and sales. Concern: "we should be careful on hiring, seems reaching 15 FT quickly." And the honest subtext: "every bit of dollar and resource doesn't come in easily — those are trust from friends and family, supporters and believers."
  • Alan is pricing founder single-point-of-failure and the credibility gap: "We cannot say we are building Asia's premier AI wealth platform and not invest in the most basic people infra… I still feel I am doing everything myself — fundraising, HY deal, hiring, marketing, PR, sales plan, monthly budgeting, AI roadmap. I will burn out soon (kind of burning out already)."
  • Kenny: "We should focus on getting more revenue, not to save another few thousand dollars on not hiring the right people for the job."
  • Landing (William): "Agree, we are on the same page in building and commitment. Just that the GROW ops build-up was a vivid experience. Let's chat face to face today. But I am with you." Face-to-face this week in HK.

The view — direction to Alan, mechanism to William

  • On direction, the benchmarks favour Alan. Arca runs $1.27B on 28 people — and it bought its whole back office by consolidating onto a single custodian. GDW is at 11 and has bought its back office from nobody. WRISE, the closest structural analogue, carries 129 SFC-licensed individuals plus 400 insurance reps. At 12 FTE this is not lean, it is under-built.
  • The Raffles comparison anchors on the wrong number. "Raffles have 200 ppl, and 12 marketing!?" — the number that should worry us is Raffles' 49 licensed representatives against GROW AM's 0.
  • On mechanism, William is right and "a few thousand dollars" undersells it. This is bridge money; permanent burn added before 1 Sep revenue exists is precisely how the GROW build-up went wrong. Don't cap headcount — cap FIXED cost: interim/fractional for compliance and finance, equity-weighted for marketing, ops +1 gated to actual IFA onboarding volume.
  • Reframe worth saying out loud today: the metric is not 15 FTE, it is the back-office-to-profit-centre ratio — and by William's own GROW numbers (5 in HR/finance/legal across 75), GDW is not repeating that mistake, it is making the opposite one. It concedes Alan's point without conceding the discipline.
  • The highest-return hire is not a function — it is a chief of staff / biz-ops. Alan is carrying eight workstreams and two of his own board items are marked SLOW (the 2026-30 forecast, the sales ESOP). Those are the symptom. Cheaper than a CFO, unblocks more — and it protects the forecast that both the SAFEs and the announcement lean on.
  • Honesty note: counting Sindy and Deckard as profit-centre flatters the ratio — they are doing product and marketing work today, not carrying quota.

Open roles as of 12 Aug — with a recommended structure

RoleStatus in threadOwnerRecommended
ComplianceRED since Jul. "No particular strong and suitable candidate yet" (William)WilliamInterim RO/contractor now, permanent later. Do not carry 1 Sep with an empty seat.
Ops +1 (for Miranda)Miranda identified 1; William + Cheney to see. She is overloaded and "panicking on new tasks" — Cheney has taken CEIS off herWilliam/CheneyHire, but gate the second one to IFA onboarding volume
Finance controllerCheney asked to find an FC to replace or oversee HengchuCheneyFractional FC until post-close; R5 is RED
PR / marketingCliff referred two candidates — "OK but quite specific, more PR less marketing… neither is the full time we'd need." Alan exploring an ex-WeSure / ByteDance / ReDotPay product marketer, Cantonese, based SZAlanEquity-weighted; the 25 Aug PR gap is the immediate need
Chief of staff / biz-opsnot yet discussedAdd it. Highest-return hire on this list — takes 2-3 workstreams off Alan
王潇 / Regina"Just end it or figure out a clean path" — decide after the Chen conversationAlan/WilliamDecide before 25 Aug — after the announcement they are publicly Growhill
Bert · 思淳William: "need to decide the role and pay"WilliamSame — settle before the rebrand

Source: WhatsApp "GDW people topics" (group created 7 May 2026 by Alan specifically to keep a clean thread on people and hiring), messages 12 Aug 2026 08:11-09:25.

Team Weekly — internal meeting log

Weekly internal team meeting summaries, key tasks, and follow-ups. Newest first.

Week of 20 Jul 2026 — internal team weekly team meeting

Summary

Reviewed system-migration progress, live account openings, distribution partnerships (Orphans/Aufne & 先进宝/FinLoop), securities-borrowing setup with China Merchant (金马), IFA recruitment and the 837号文 compliance hit, coordination/merger friction with the Cheng Gang (成刚) team, the thin-margin revenue challenge and high-margin product options, single-flagship vs multi-push sales strategy plus AI fund-selection tooling, and real cash-flow pressure from fast IFA settlement. Meeting in Mandarin; parts 1 & 2.

Key tasks & owners
  • 惠兄 / 横臺 — reconcile the Middle East invoices: verify valid vs over-claimed (only ~20% was due; they now claim the ~80% balance + extra fees); summarize and meet Will in person (Will in tomorrow 4pm).
  • Ching Lee / IT — finish old-user migration incl. the required automation feature; progress report to the group ~Wed; target complete before next Fri; 8/1 data cutover (old app becomes read-only, ~1-month overlap).
  • Miranda / Marina — pull Haiming's docs from the old system and re-open Haiming & Emma on the NEW system; run the offline open flow; coordinate with DPS on the borrowing SOP if needed.
  • China Merchant (金马) — provide the detailed securities-borrowing SOP, confirm who administers it (them vs GDW), and price it vs DPS.
  • Zhang Tao (张涛) — meet the Orphans/Aufne HK counterpart; get City/Cindy products listed to fill gaps; expand fund knowledge from ~5-6 to 10+ funds; build out client network/funnel.
  • Will — meet the Orphans head in Shanghai (~after the 27th) and push to speed onboarding toward direct API; pursue direct GP links (e.g., 景灵/Kimi) for genuine scarcity.
  • Prof Wang (王教授) — joint marketing push + performance-table updates + in-group strategy readings; continue IFA/理财社 outreach; build per-fund FAQ libraries + the internal MCP fund-recommendation tool; work the IFA compliance (IC 留痕) and commission-collection fixes.
Follow-ups & open issues
  • 837号文 compliance — need a proper IC (HK ID + Type-1 license) for compliant referral / 留痕; interim sub-account workarounds are non-compliant and temporary. Rising priority as IFA recruitment ramps.
  • Cheng Gang (成刚) team merger & org clarity — IT is currently prioritizing their side; open questions on whether Cheng Gang sells externally for GDW, the role of William/Regina, absorption of Marina/Ye Xiaobin/Zhao, and account-opening handover. Fix the comms gap (the Hongyi training mix-up). ~1 month of re-org expected.
  • Hongyi (红艺) / Shihong (施红) split — Cheng Gang vs Wu Tianyi is their internal matter; GDW stays neutral (business model: the teams/IFAs are the clients).
  • Revenue / high-margin products — card 代销 & FCN won't fix thin margins; explore active management / PE / own funds (a fund needs ≥US$10M to launch) — pending the Cheng Gang team's conclusion. Avoid buying secondary-market quotas (compliance risk).
  • Sales strategy — lead with a single flagship "true-scarcity" product; separately solve how to move mid-tier funds at volume; current productivity ~US$2-3M/month.
  • Finance — thin margins + immediate IFA settlement = real parked-capital / cash pressure; cost control continues; revisit once scale stabilizes.

Source: transcript-20260720-190002.txt + transcript-20260720-191034.txt (auto-transcribed voice recording, 2 parts, Mandarin).

Sales launch tracker playbook v1 · 8 Aug 2026 · DRAFT pending IC + RO sign-off

The 1 Sep launch and the $6M-by-15-Oct Two Sigma test, managed weekly. Full document: 06_Business-Build/GDW-Sales-Playbook-v1.md — built to close the two gaps named in-thread: no 配货 policy (Alan, 7 Aug) and no 捽数 process (Cheney, 4 Aug).
Launch window target
$6M
Two Sigma by 15 Oct · re-scoped 8 Aug · $20M now full-year 2026
Relationships needed
~20
at $1.2M each ($300k TS + $900k other) = ~$24M inflow
Per producing adviser
~1
ticket · from 2-3 approaches — achievable, unlike the old plan
Booked to date
$0
no order before 9.1 — Aug = pipeline build

Weekly pacing vs actual

WeekEndingTargetCumulativeActual
W15 Sep$0.3M$0.3M
W212 Sep$0.6M$0.9M
W319 Sep$0.9M$1.8M
W426 Sep$1.1M$2.9M
W53 Oct$1.1M$4.0M
W610 Oct$1.2M$5.2M
W715 Oct$0.8M$6.0M

Read honestly: W1-W2 convert pipeline built before 1 Sep. If August isn't a pipeline-building month, the curve can't be recovered in October. Stage-4 onboarding (5-day SLA) is the binding constraint — not adviser enthusiasm.

✓ RESOLVED (William, 8 Aug) — ratio holds, target re-scoped
Decision: the 1:3 criterion is policy and does not bend — the sales target bends instead. $20M moves to a full-year 2026 target; the launch window is re-derived from onboarding capacity at $6M Two Sigma / ~$24M platform inflow / ~20 relationships. That puts each adviser at 2-3 client approaches over six weeks instead of six approaches plus a 4× heavier onboarding load.
⚠ Still open — the full-year number vs the AUM KPI
$20M across 2026 implies ~$80M of platform inflow under 1:3, against the $27.5M 2026 AUM KPI. The TermSheet's AUM definition (revenue-generating assets excluding cash) is the bridge — ~$50M sitting in MMF would reconcile it — but it also means parking cash is the cheapest way for advisers to satisfy the ratio: good for platform economics, useless for the KPI Chen's equity vests against. Action before 1 Sep: agree with Alan and Chen, then publish a split target — AUM-counting assets vs total platform inflow — and report both from W1.

配货 rules — the anti-cherry-pick guard

  • R1 — minimum ticket $300k (below the fee tier the ticket costs the platform money)
  • R2 — THE BASIC CRITERION, 1:3 (William, 8 Aug) — CONFIRMED BY 陳 on 10 Aug: 「陳agreed 1比3配」. Every $1 into Two Sigma requires $3 into other platform products — funds, structured, PE, insurance and money-market/cash all count$1 + $3 = a $4 relationship, Two Sigma capped at 25% of a client's platform assets (Alan asked the denominator question explicitly on 10 Aug; this is the answer, to be confirmed face-to-face Wed).
  • R2b — SAY THE FLEX OUT LOUD (Alan, 10 Aug): "make it flex that they don't need to invest in anything right away with the extra $3 — they can park cash there, or do just MMF. It's hard to make an extra decision on an extra $3 if my original plan is to invest $1 only." This is the single most likely objection; put it in the script, not the footnotes.
  • ⚠ R2c — UNRESOLVED CONFLICT IN THE WRITTEN 营销方案. The drafted plan reads 「各执行合伙人团队销售 Two Sigma额度 需在各执行合伙人团队层面 1:1金额 配售架上任意产品(含货币基金)」— 1:1, measured at the partner-TEAM level. That is not what Chen agreed and it is a materially weaker control: a team can satisfy 1:1 with one large MMF ticket while individual clients still sit at 50% Two Sigma. William flagged it in-thread ("Should be 1 x 3"). Settle at the Wed face-to-face and reissue the 营销方案 before it circulates to any adviser.
  • R2a — minimum viable Two Sigma client: $300k + $900k other = $1.2M relationship
  • R3 — no single alternative >40% of platform assets (general cap; Two Sigma bound by the tighter 25%)
  • R4 — every client keeps a ≥10% cash/MMF sleeve (liquidity + dry powder + retention)
  • R5 — insurance sits inside the allocation, never as the whole plan
  • R6no adviser >60% of their book in one product line, measured monthly → book review with 文強 before new tickets accepted. This is the adviser-level guard that can't be gamed client-by-client.
  • R7 — exceptions need written IC approval before the order

Mechanism: size the relationship first, then the fund. Under 1:3 a $1.2M relationship supports $300k of Two Sigma; a $2M relationship supports $500k. MMF counting is deliberate — parked cash is the easiest client "yes", satisfies the ratio, and feeds the sweep. Sell the plan to unlock the fund: Two Sigma is scarce and in demand, which is exactly why it's the right product to gate.

捽数 cadence

  • Daily — order log (ops → all), single source of truth on the platform
  • Tue weekly — senior-partner sales meeting, chaired by 文強: pipeline by adviser as commit / best case / upside, every client with a date and a number
  • Weekly — product+sales call (Cheney · William · Sindy · 文強 · 思淳)
  • Mon 10:00 — all-hands: cumulative vs the curve above
  • Monthly — 配货 review (文強 + Sindy + RO): R6 breaches, concentration exceptions, book quality
  • Escalation — William: any client >$2M, any exception, any compliance doubt

"Commit is a promise." Two unexplained slips → weekly 1:1 with 文強.

Gating items before 1 Sep

  • 1. IC + RO sign-off on segmentation, packages and 配货 ranges — the gating item; nothing circulates to advisers until this clears
  • 2. §9.3 open — the HY $95-97 channel split has never been reconciled with the 88/12 field grid; TS §4.2 wording still ambiguous. Do not quote HY-channel insurance economics to advisers until settled (William + Cheney, before formal signing)
  • 3. Ops capacity — confirm stage-4 can clear the implied volume; if not, re-plan the 15 Oct number rather than pressure advisers
  • 4. CRM fields — commit/best-case/upside must exist in the platform before W1 or 捽数 has nothing to run on
  • 5. August pipeline drive — W1-W2 depend entirely on it
  • Owner — proposed: Sindy drafts product content · 文強 owns field adoption · Cheney owns process/tooling · William approves

Objections advisers will hear from day one

  • "Two Sigma's fees are too high — 9-10% net after 3/30." Correct, say so. Don't argue the fee — reframe to the role: access at $300k tickets, genuine diversifier against a China-heavy book, risk-adjusted not absolute return. If they're buying on headline return, sell them the cash or fund sleeve instead.
  • "Beijing now reports HK insurance and offshore trusts — is offshore still safe?" The live question since 5 Aug. Position: tightening reporting is exactly why clients need a compliant, licensed, properly structured allocation. Reposition from "insurance product" to "offshore wealth allocation". No policy speculation, no tax advice.
  • "Why Growhill and not a private bank / Noah?" Independence (open architecture, not a house shelf), access at lower minimums, AI service capacity, a team that has built this at scale. Never disparage by name.
  • "I want everything in the one fund." R3 caps it at 40% — explain as portfolio construction, not policy. Single-manager concentration is the most common way HNW clients lose money on alternatives.
  • "Can I sign in Shenzhen?" No. Non-negotiable, whatever the client's convenience.

⚠ OPEN STRATEGIC FORK — Cheney proposes delaying Two Sigma to 2027 13 Aug 2026 · unresolved

Cheney: "I would suggest we delay the launch of Two Sigma till 2027, Q1 or Q2I won't trust the team will be able to sell Two Sigma until we already see traction to sell at least 200 to 300 million FCN. The sales difficulty between FCN and hedge fund is almost like 1:10." He added he would need Alan's help to manage Kenny's expectation. Alan: "That much? $200m?"

William's middle path: "perhaps we can do soft book-building on a first-come-first-served basis, per Chen's feedback" — and "make money; FCN is demand from IFAs and clients."

What re-bases if Two Sigma slips
  • The $6M-by-15-Oct and $20M full-year targets below
  • The 1:3 配货 policy — built around a Two Sigma ticket as the numerator
  • CIO Notes 002 and 003 — 003 exists specifically to convert already-interested clients
  • The US$50M feeder / iCapital structuring work
  • HKIC's stated Two Sigma interest from Kenny's first meeting
Why Cheney may be right
  • A 3%/30% hedge fund into an IFA base that has never sold one is a genuinely different sale from an FCN
  • The adviser bench is unproven — "1. Regina. 2. Others are not" (William, 13 Aug), FWD's 80 agents only just signed
  • Selling FCN first builds the transaction muscle and the client relationships the hedge-fund sale needs

→ Decide this explicitly at the three-way call, not by drift. If Two Sigma moves, the ratio, the targets and the CIO-note distribution plan must be re-based in the same decision — otherwise the Sales tab and the client-facing notes describe a launch that is no longer happening.

Two Sigma commercial terms — as drafted in the 营销方案 思淳 · 10 Aug 2026 · DRAFT, pending Wed face-to-face + RO sign-off

ItemTerm
Two Sigma 底层管理费3% / yr
Carry30%
思宏 subscription fee — US$300k to US$1M2%
思宏 subscription fee — above US$1M1%
First 15 ordersup to 60% discount on subscription fee
Two Sigma HK office visitUS$2M clients; teams completing US$2M allocation get priority
Before this goes to advisers
  • Fix the 1:1-vs-1:3 conflict (see R2c) — the draft contradicts what Chen agreed.
  • Licensing check on the fee stack. Cheney's 9 Aug read: under Type 1 the subscription fee is fine, but management and performance fees are not — those need Type 9 / a genuine DPM mandate, or the feeder. The 3%/30% sits with the manager, but confirm in writing which entity earns what before any adviser quotes this.
  • The 60%-discount-on-first-15 mechanic needs a fairness and disclosure read — differential pricing between early and later clients on the same product is exactly what a regulator asks about.
  • The HK office visit is a non-cash benefit tied to allocation size. Document it as such; it should not read as an inducement.

Watch items

Where the private documents disagree with each other, or where the plan is fragile.
NEW (5 Aug) — Beijing's HK-insurance / offshore-trust reporting rule hits GDW twice
The new mainland reporting requirement (announced 5 Aug; Prudential −10% on the day) strikes both of GDW's near-term revenue engines: the 港保 insurance business that carries ~77-96% of modelled adviser income, and the OPI 通道 referral revenue that is the bulk of 2026 gross. The team's pivot — reposition Two Sigma inside "a bigger offshore wealth allocation story" — is a marketing answer to a demand-side shock. Model implication: the insurance-production assumption (already flagged at 1.9-2.5× the MDRT bar) now faces a policy headwind on top of the execution stretch. A US-account/no-CRS workaround was explored and rightly rejected (PPIP/Bermuda still CRS-caught; partnering a US EAM means handing over the clients — William: "personally I think it is a trap"). Watch: HY's own insurance KPI (US$7M/28M/61M) was set before this rule.
NEW (7 Aug) — Ted Lee's package sets a precedent: $15k/mo salary attached to a $500k ticket
Committed terms: $500k at $75M, but only $100k funded by end-Aug, the remaining $400k contingent over 6 months or "terms expired" — combined with an FT/special-advisor role at US$15k/mo (US$180k/yr). Against a bridge whose entire point is working capital, this is $180k/yr of new fixed cost secured by $100k of near-term cash. William is checking with Kenny and Louis. Decide explicitly whether the advisory salary is (a) separate from the investment, (b) contingent on the full $500k landing, and (c) repeatable — Cliff Sheng, 文強 and others will ask for the same shape.
NEW (7 Aug) — no 配货 policy and no 捽數 process before the 1 Sep start
The Two Sigma roadshow deliberately skipped allocation policy, and Alan is asking the right question: "Who's writing this up? … we don't want sales to cherry pick and just buy 200k of this." Cheney's parallel diagnosis after Kimi/DeepSeek both died: "there's no 捽數 process yet" — the sales team can't execute time-sensitive deals. With $6M of Two Sigma due by 15 Oct (with $20M as the full-year 2026 target) and business starting 1 Sep, an unowned playbook is the single most likely cause of a miss. Assign an owner (Sindy or Cheney) and a date this week.
NEW (7 Aug) — custody concentration: Antarctica missed two months of orders
"我对他们平台的可靠性有非常大的疑心" — two months of orders missed, AML only just cleared, MLD2 book-building running with no factsheet. GDW's product flow currently depends on it. Mitigation already identified: iCapital reaches the same Qube/QRT underlying at a $100k minimum with a 0.2% feeder fee (vs Seviora/Qube's $100M minimum and 32.5-35% carry) — open the iCapital account and diversify before the Sep 1 volume arrives.
NEW (7 Aug) — Growhill is 借牌: the licence sits in GROW Asset Management
Flagged internally — Growhill Wealth is not itself licensed; it operates on GROW Asset Management's SFC licence until the s.132 transfer completes. Alan's counter is that GDW has always been in the same position. The operating rule agreed: "core is our licensed corp — it would always be the gateway to revenue; make sure all revenue goes through that after we sign TS." This needs to be true in the money-flow diagrams before the 25 Aug announcement puts the Growhill name in market, and before Carol-type IFAs sign (agreed she signs via GIG as a referrer, not on licensed-rep commission).
NEW (16 Jul) — SFC s.132 approval is the deal's long pole
4–6 months realistic for Growhill Wealth to become substantial shareholder of the SFC-licensed entity. The interim operating state (existing licences + arm's-length contracts) carries the Aug launch — but every CB investor ≥10% on conversion needs their own SFC approval, and fit-and-proper looks through to UBOs. Scope-of-disclosure is a counsel decision; anything reading as concealment risks the licence.
RESOLVED (5 Aug) — redline & negotiation drift closed by the 70/20/10 TermSheet
The July anxieties (founders below Chen at FD; upfront drift; the 22 Jul "35% = 20+15" counter) are settled by TS V8/MoU v11: GIG holds ~53.8% fully diluted at Grogenta vs HY-side max ~26.9%, and 70/20/10 flat at GrowHill (no pool there). The Two Sigma sales test survives, re-scoped 8 Aug to $6M by 15 Oct with $20M as the full-year 2026 target (see Sales tab). Residual: the "70:30 optics" Chen shows his shareholders vs the papered 70/20/10 — keep the two framings from diverging in writing.
NEW (5 Aug) — insurance-split wording is ambiguous in the docs — clean it before signing
The settled economics (William×Chen call, 5 Aug): on HY-sourced offshore insurance, GrowHill keeps $3-5 of each $100 of commission revenue; HY receives $95-97. But TermSheet §4.2 still reads "扣除收入5%的分成后向宏奕分成余下的利润" — profit-share language that could be read as 5%-of-revenue THEN a profit split (the "dirty trick" placeholder flagged in-thread). Lock the revenue-based option-1 wording into the formal docs, and define whether 文強's RO costs sit inside or outside the split.
NEW (5 Aug) — Wu stays in the system: compliance contamination is now a structural risk
Wu keeps running mainland IFAs whose offshore insurance flows through GrowHill's licence for a 3-5% channel fee. Kenny's worry stands: their 内地展业 practices could contaminate GDW/GrowHill regulatorily (the exact Futu-precedent risk the whole structure exists to avoid) — and Frances's read (5 Aug): "老胡有点不正." Mitigants to paper: exclusivity + 飞单-cancellation are in the TS; still needed — arm's-length referral SOP for Wu-channel business, audit rights over his marketing, and the separate Wu KPI. This is the top item for the HanKun/compliance review of the final docs.
UPDATED (19 Jul PM) — v48 recalc loaded into the dashboard; QA bugs STILL PRESENT in this copy
William's recalculated copy (19 Jul 11:15) is now the Forecast-tab basis: 2030 rev $209M / net $34.4M / EBITDA $24.0M / breakeven 2027 / AUM $5.1bn + $790M AUA. But this copy predates the fixes: the IFA-Earnings "total field payout" memo still shows the $52.2M-in-2027 bug Sindy flagged (P&L-derived figure is ~$27.5M), and the office-lease and referral-hardcode items are unverified. Alan shares the locked model with counterparties from Monday 20 Jul — confirm the fix list landed in HIS copy before it goes out, then re-archive the final.
NEW (27 Jul) — Chen's 35% counter vs the sent 30% proposal; nothing signed locks the 70/30
The v20260718 proposal (30% = 14+6+10, Wu 5% outside) got a 22 Jul counter-construct from Chen: "35%: 20% no-strings + 15% KPI" — a 5-pt ask with softer gating — plus a demand to cut 2027-28 KPI targets ~30%. Alan is holding "one set of numbers" anchored to HKEX. Sequencing risk: the bridge SAFE marketing says "70/30 locked" while no document locks it; the HKEX track-record continuity ALSO needs a clean, fast close. Decision point: Chen→Wu Tue 28, HY board this week. Hold the redline math — at 35% FD the GIG-entity lead over Chen narrows toward zero.
NEW (27 Jul) — counter-party intel risk: Wang Xiao / Regina inside the tent
Wang Xiao (RMB7.5M invested in HY) is building Wu's plan-B offshore team while still inside GDW's info perimeter; Regina harvesting info. Blackout ordered; Regina removal asap; Wang's termination timed to the Wu decision; Bert being probed — William 1:1 Fri 31 Jul. Keep deck DocSend-only; keep the PE-deal terms and bridge details out of open groups.
NEW (27 Jul) — IFA contracts don't sit in a GDW-owned entity; PE deals queuing behind "Sep 1"
In-thread admission: "our legal is a mess — IFAs either not signed to us, or signed to HY HK which GDW doesn't own; we don't sell until Sep 1." Meanwhile Kimi blocks (~$20M), DeepSeek (mid-Aug deadline) and Two Sigma capacity are all time-boxed BEFORE or near that date. Either accelerate the IFA re-papering to a GDW entity or route near-term PE distribution through the existing licensed entity with compliant finder terms — don't let deal deadlines force an unlicensed-selling shortcut (William's "sell first, commission after signing" needs a compliance check).
NEW (19 Jul eve) — HK IA commission-spreading rule is NOT in v48's cash flow
IA Practice Note (30 Jul 2025, effective 1 Jan 2026): on participating policies, max 70% of total commission in policy year 1, remainder spread evenly over ≥5 years — applies to all licensed intermediaries incl. broker cos. v48 books insurance commission as earned in-year, so both GDW's revenue timing and the advisers' income timing are overstated in early years, while field commissions still pay out up front. Interacts directly with the ~$600k free-cash position and the Aug HY wave. Ask Alan/Heng to rebuild the insurance cash-flow timing; also flag the separate 50% referral-fee cap (Oct 2025) against the refer-only tier of the payout grid. Detail: 04_Research-Notes/GDW-v48-Assumptions-vs-Peers.md
NEW (19 Jul) — free cash on hand is thinner than the model trough
Heng (19 Jul): GDW Cayman ~US$250k + GA ~HK$2M (~US$260k) + ~US$100k+ arriving (mgmt fee + Antarctica redemption) ≈ ~US$600k total free cash — against an Aug HY commission wave where commissions pay out before revenue collects, and a bridge that closes 31 Aug at the earliest. The raise timing is now a cash-flow question, not just a valuation one. William has asked Heng for a cash-used-since-inception calc; fold it into the CFO tab when it lands.
NEW (19 Jul) — deck claims to pin down before wide circulation
1) AUA framing: adding GIG's $800M to AUA is agreed as "typical + explainable" (shareholder, mandate, no fee) — but the GROW↔GDW service contract that makes it defensible is still unsigned. 2) "100% of clients positive" (GROW China stats: 445 accounts, RMB 3.8bn) — true only "minimally" per Gene; 24.5% of individual positions are losing. Use with care. 3) Noah track-record page (1,600 advisers / $674M peak revenue) is fine as history — keep it clearly labelled as Noah, not GDW.
NEW (16 Jul) — mainland OTP gap · partner bank freezes · vendor risk
1) No lawful SMS-OTP to mainland numbers without an onshore entity → email OTP interim; Chinese clients barely use email — UX/adoption risk for the Aug HY wave. 2) 文强: senior partners' bank accounts frozen on commission flows + CRS worries — needs a compliant payout answer (not ad-hoc BVI/e-bank workarounds). 3) Old-system vendor/Cheung To data incident (resolved in hours by Gene/Cheney) — lesson: no critical data in vendor-encrypted stores; migration completes end-July.
UPDATED (19 Jul) — v48 makes the raise REQUIRED, and real cash is below the model's opening
v48: trough $3.41M only with $1M opening + $4M raised Q4 2026; without the raise, −$0.59M. And Heng's actual figure (19 Jul) is ~$0.6M free cash today vs the $1M open the model assumes — so the real trough is deeper than modelled. The bridge (close 31 Aug, worst case $2–2.5M) is now load-bearing in the model itself, not just for confidence. Commissions pay out before revenue collects; the Aug HY wave hits first.
UPDATED (19 Jul) — the "$1B by end-2027" claim under v48
v48 base case: AUM-only is $639M at end-2027, crossing $1B during 2028 ($1.6bn) — the claim still fails on AUM alone. BUT total AUM+AUA is $1.05bn already in 2026 via the $790M legacy AUA line — the claim works ONLY on the AUM+AUA definition, which in turn needs the GROW↔GDW service contract signed to be defensible. Pick the definition, paper it, and use it consistently.
Insurance concentration (v48)
Insurance is 62% of 2030 gross revenue ($130M of $209M), 45% of net revenue ($15.6M of $34.4M), and ~77-96% of adviser income throughout. v48 has no scenario engine yet, so the old v32 commission-downside sensitivity (55% commission → breakeven 2028) is unquantified on the new basis. HK broker commission rates remain the single most sensitive external assumption — and the 68/32 field split is contractually "基本法" with Chen, so the TP deduction is the only lever.
Board scepticism on GDW is on the record
At the Feb 2026 board meeting, Julius Baer's representative (David Shick) questioned GDW viability; the board demanded explicit exit benchmarks and KPIs. The Alan Lau appointment and the raise are the response — expect these KPIs to be re-examined at the next board meeting.
Raise-size drift across documents
Feb 2026 board materials: $2.5M dedicated fund. Model v27: $3.5M in Q4 2026. July 2026 teaser: $5M SAFE. Founders deck (6 Jul): $4–6M over two years. Directionally consistent, but keep one number in front of investors.
Financing structure is the open decision
Plan A (raise at GIG level) risks pledging GIG revenue and friction with GIG investors such as Julius Baer. Plan B (GDW direct): $2–3M strategic + founder share pledge so strategics get an effective lower entry without a down round, plus $2–3M external via senior redeemable convertible at the $75M last-round mark. Plan B costs the founders equity; Plan A costs group-level goodwill — this is the decision the 6 Jul meeting exists to make.
Ambition documents vs the operating model
The July 2025 business plan (and GDW–YM merger plan) targets 1,000 active IFAs by end-2026, 5,000 IFAs / $13–20B AUA / $130M revenue by 2027, and an HKEX listing — versus model v27's base case of 150 IFAs end-2026 and 370 IFAs / $582M / $42M gross revenue in 2027. The model reads as the honest operating case; make sure older hypergrowth decks aren't still circulating with investors alongside the teaser.
PRC cross-border enforcement is the dominant external risk
The May 2026 Futu/Tiger/Longbridge wind-down (Futu −37% on 22 May) is a double-edge: it narrows the compliant channel in GDW's favour, but every product sale is a solicitation, so onshore marketing is now illegal and clients must transact physically in HK. Mitigations in flight — referral-only / "brand ambassador" model, HK-licensed IFAs, QDLP + ADGM/BVI entities, keeping the listco clean. Open decision: a full-time compliance hire and a fast-tracked legal opinion. (Note: keep compliance discussion off WeChat — treated as monitored.)
$75M valuation vs current financials
The last round priced GDW at $75M post; in fundraising conversations investors (e.g. BJ Chung) note the financials don't yet support it. Combined net revenue is only ~$2M (2026) / ~$5–6M (2027) — the number that actually drives valuation. A next round below the ~$150M implied combined book (post-HY) would be a down round, triggering goodwill impairment and disclosure — hence the "kick to Q1 2027" plan.
The AI-valuation narrative is thin in places
Framing Animoca's stake as "$7.5M of IT support / 50 dedicated FTE" isn't accurate (Alan flagged it internally — AB's contribution was tokenised products). The team agreed to keep that claim verbal and off the deck. The GH-Tech IPO structure also has a live issue: if the tech entity is the listco it can only book net revenue, and if GDW is its only client that's weak for listing — a "second engine" (LPL-style roll-up) is needed.
GIG AUM figure needs pinning down before external use
Across sources the parent's AUM ranges from ~US$800M "active AUM" (teaser, 28 Jun email) to US$1.3–1.5bn (Zoom meetings), with 2/13 framing it as "US$600M managed + US$900M advised" and 2/24 as "~3bn + 9bn" (likely RMB). These are different scopes (managed vs advised vs total) and currencies. Fine internally, but reconcile to one definition before any investor deck.
Cross-border compliance is the recurring red line
Selling USD product to mainland clients via HK-registered advisers is the central regulatory risk (raised in nearly every strategy meeting). Under the Type-9/"149" framework, FAs may refer and explain but not sell; ICs are employees who must follow compliance. The 6 Jul plan adds a share-forfeiture penalty (half your shares on a violation) — but a dedicated compliance hire to supervise fund flows is still an open action item. This gates the whole HY/offshore model.
Focus dilution across parallel ventures
Alongside GDW, the meetings show a UAE hedge-fund raise, a FoF (Heritage), DeepSeek placements, ADGM/FAB, and CAIA governance all competing for William's time. Investors backing the "AI wealth platform" story will want to see GDW as the priority, not one of six workstreams.
Tailwinds are real and recent
Futu/Tiger/Longbridge wind-down (May 2026), Arca's $250M-valuation comp (Jun 2026), fewer than twenty Asian firms holding the offshore licence combination, and 62% of Chinese HNWIs seeking offshore allocation (up from 41% five years ago).

Sources

Private / local your machine

  • WhatsApp working chats (20 May – 7 Jul 2026)
    86,554 msgs / 979 chats, 675 mention GDW — live fundraising, HY, product, compliance, hiring. See 05_Comms-Analysis
  • Apple Mail — william.ma@growim.com
    295 GDW-related emails indexed; 34 bodies analysed — the 28 Jun "Terms to anchor" convertible-debt terms; the executed 11 Mar 2026 Animoca ISA/SHA; YouMe RMB 900M; distribution threads
  • Zoom AI meeting summaries (Jun 2025 – Jul 2026)
    61 summaries — a year of strategy meetings: valuation history, HY earn-out, US-IPO firewall, compliance debates, CEO search, parallel ventures
  • GDW Founders Deck CN v4 (6 Jul 2026)
    Desktop/GROW HK — HY merger resolution, commission stack, AI cost case, IPO path, financing Plans A/B
  • GDW Investment Teaser 2-pager v4 (Jul 2026)
    Desktop/GROW HK · also via WhatsApp — the raise, targets, licences, positioning
  • GDW NewCo forecast model v27.xlsx
    Desktop/GROW HK — drivers, P&L, cash flow, scenarios, IFA earnings
  • GROW 25Q4 board minutes (5 Feb 2026)
    WeChat files — AUM, headcount, governance, GDW debate
  • Animoca Brands term sheet (6 Dec 2025)
    WeChat files — signed deal structure, valuation, tranches
  • Alan Lau appointment press release (Jun 2026); GDW Houseview Jan 2026; financial projection 2026–28; Honyx term-sheet drafts
    WeChat files
  • Business plan (16 Jul 2025), Series B deck v19 (May 2026), GDW–YM merger plan, Animoca definitive-agreement drafts (Jan 2026), board decks Q1 2025–Q2 2026
    Desktop/GROW HK & Desktop/GDW — 1,700+ related files indexed
  • Not accessible: iMessage (not yet mined), WeChat chat databases (encrypted — files only), Zoom cloud recordings/transcripts (server-side, not on this Mac)
Compiled 7 July 2026 from local documents on this Mac (teaser v4, model v27, founders deck CN v4, WeChat-shared board materials), WhatsApp working chats, the growim.com mailbox (295 GDW emails), a year of Zoom AI meeting summaries, and public reporting. Forecast figures are the base case of model v27 unless marked otherwise; all currency US$. Comms-derived figures are as transcribed and some conflict (esp. GIG AUM and valuation history) — see watch items. This page contains confidential, non-public information — the artifact is private by default; do not share the link outside the deal team.