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Confidential and for internal use only1 Hong Kong Stock Exchange : The Whole World Not Beyond Reach
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Highlight of Listed Companies in HK Confidential and for internal use only2
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Case study – NagaCorp Ltd. (Stock code: 3918) 3Confidential and for internal use only
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Principal Activities: Management and operation of a hotel and casino complex in Cambodia Background:NagaCorp Ltd. is the largest hotel, gaming and leisure operator in Cambodia. NagaCorp became the first company with operations in Cambodia to become a public listed entity, as well as the first gaming-related company traded on the Stock Exchange. Fund Raised:HK$ 822.25 million IPO Subscription Price (HK$) HK$1.43 Date of listing19 Oct 2006 Market Capitalisation: HK$ 14.309 billion (Up to 20 Jul 2015) Case Study – NagaCorp Ltd. (Stock code: 3918) 4Confidential and for internal use only 335% Date of listing vs now Profit US$136,086K
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199520002006 2011 2013 In May 1995, the casino license was assigned to NagaWorld Limited and it began its gaming operations. NagaCorp was granted an area of around 14,160 m2 for the construction of an entertainment and hotel complex to be named NagaWorld. The proposal for connected acquisition of Naga2- collectively comprising NagaCity Walk, Tourist Garden and the TSCLK complex with the issuance of convertible shares / bonds was announced. Raised HK$ 1.2 billion through the issuance of 200 million new shares at HK$ 6.05 to expand the Group’s overseas high-premium direct- players program and to develop its profit sharing formula junket business with trusted third parties. 5 On 19 th Oct 2006, the company was listed on the Main Board of the Hong Kong Stock Exchange (HKSE: 3918), raising HK$822 million. Overview of the Company’s development history Confidential and for internal use only
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Case study – Link Holdings Ltd.(Stock code: 8237) 6Confidential and for internal use only
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Principal Activities: Operations of Link Hotel in Singapore. Background:Link Hotel is a four-story boutique-style hotel in two blocks spanning across Tiong Bahru Road, Singapore. The Link Hotel was retrofitted from 2 conservative public housing buildings, known as "red flat", whose existing structure and reddish style were preserved and retained. Fund raised:HK$ 122.50 million IPO Subscription Price (HK$) HK$ 1.750 Date of listing07 Jul 2014 Market Capitalisation: HK$ 3.360 billion (Up to 20 Jul 2015) Case Study – Link Holdings Ltd. (Stock code: 8237) 7Confidential and for internal use only 586% Date of listing vs now Loss (HK$2,204K)
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20072014.06 2014.07 2015 It commenced operations of its hotel business in Singapore with the opening of Link Hotel in 2007. In June 2014, the Company completed the acquisition of Bintan Assets. The Bintan Assets. Which is in Indonesia, comprises 62 parcels of land in a total area of approximately 425,497 sq.m. In April, the company signed MOU for acquiring China tourism project. 8 Link Holdings Limited( "the Company"), stock code: 8237, is listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited on 7 July 2014. Overview of the Company’s development history In May, the company established a joint venture in Indonesia which is mainly engaged in the provision of accommodation. Confidential and for internal use only
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Case study – C. P. Pokphand Co. Ltd. (Stock code: 43) 9Confidential and for internal use only
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Principal Activities:Manufacture and sale of animal feed products; breeding, farming and sale of livestock, aquatic animals and value-added processed food products, chlortetracycline products, motorcycles and automotive parts, trading of Caterpillar machinery. Background:Thailand's largest private company, and is one of Asia's largest conglomerates with investment in over 20 countries. Date of listing28 Apr 1988 Market Capitalisation: HK$ 25.757 Billion (Up to 16 Jul 2015) Case study – C. P. Pokphand Co. Ltd. (Stock code: 43) 10Confidential and for internal use only 93% 1 year ago vs now Profit US$ 251,425K
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1921 1987 198820142015 The Chinese immigrant brothers Chia Ek Chor and Chia Siew Whooy started a seed store named in Bangkok Charoen Pokphand Enterprise (Taiwan) Co., Ltd., founded in 1977, was listed in Taiwan in 1987 (1215. tw). On 24 July 2014, an aggregate of HK$6.017 billion Ordinary Shares was transferred by CPF and CPF Investment Limited to ITOCHU Corporation. Proposed spin-off and separate listing of Chia Tai Enterprises International Limited on the main board of the stock exchange 11 C. P. Pokphand Co. Ltd. was listed on the Stock Exchange of Hong Kong Limited (HKSE: 0043) Overview of the Company’s development history Confidential and for internal use only
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Why Choose Hong Kong for Listing? Gateway to China Leveraging on China growth Well-established legal system Recognized international accounting standards Good regulatory framework Free flow of capital and information Accessibility to global funding and strategic investors 12
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What is HKEx? The world’s fourth largest stock exchange by market capitalization of US$3.4 trillion on 10 July 2015 Ten times of the market capitalization of stock exchange of Thailand The world’s second highest IPO fund raised stock exchange in 2014 (only lower than NYSE) IPO fund raised for 2014 = US$ 30 billion Confidential and for internal use only13
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Main Board & GEM Board Confidential and for internal use only14 The two platforms for listing in HKEx are the Main Board and the Growth Enterprise Market (GEM). Main Board: Serving large and mature enterprises GEM Board: Serving emerging enterprises with lower requirements to fulfill GEM Board is another stepping stone to the Main Board
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Requirements: Main Board and GEM Board Confidential and for internal use only15 Main BoardGEM Board Trading record3 financial years2 financial years Management continuity 3 financial years2 financial years Ownership continuityAt least the most recent audited financial year Minimum market capitalisation >/= HK$200 million>/= HK$ 100 million Minimum public float>/= HK$ 50 million>/=HK$ 30 million
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HKEx Important Figures Main BoardGEM Number of listed companies 1,593213 Total market capitalization (billion USD) US$ 3,451US$ 33.5 Average P/E ratio 1580 Confidential and for internal use only16 Source: HKEx Last update: 10 th July 2015
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2014 Hong Kong IPO industries classification Confidential and for internal use only17 In 2014, total of 122 companies new listed in Hong Kong (103 in Main board, 19 in GEM board) IndustriesFunds Raised% Financial (6)US$ 3,095,000,00010.44% Services and retail consumer goods (54) US$ 9,805,000,00033.07% Raw materials and energy (8) US$ 978,000,0003.30% Properties & Construction (20) US$ 5,103,000,00017.22% Information Technology (15) US$ 1,673,000,0005.64% Other {Industry (9), Utilities (8) and Telecommunications (2)} US$ 8,989,000,00030.33% Total Funds RaisedUS$ 29,645,000,000100%
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HKEX: Mainly for SME Confidential and for internal use only18 Range of IPO funds raised in 2014 In 2014, total of 122 companies new listed in Hong Kong (excluding 13 companies of board transfer and listing by Introduction cases), about 80% are small and medium enterprises, funds raised between 100 million – 20 billion. > 80%< 20%
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IPO Roadmap in HKEx Confidential and for internal use only19 Around 2 months (Banking: 4 months) Around 1 month (Banking: 2 months) Assign Corporate Advisor IPO Feasibility Study IPO Decision Around 6 months Shareholding Restructure Business Modeling Accounting Compliance Around 2 monthsAround 1 month Introduce Private Equity Funds / Strategic Investor Strengthen corporate management and recruit high caliber talents Assign the listing execution team including : auditor, solicitor and investment bank as sponsor and lead underwriter and kick off the first full team meeting
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IPO Roadmap in HKEx Confidential and for internal use only20 Around 6 months Financial Auditing Prospectus Drafting Legal Opinion Drafting Submit IPO application to HKEX and HKSFC Application Accepted Roadshow Pricing of the Stock Complete Placing and Public Offering Listed on HKEX Around 1 monthAround 3 months Around 1 month Depending on the company’s actual situation , to complete the IPO roadmap normally needs 2 years
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HKEx: Gateway to China Confidential and for internal use only21
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HKEx: Gateway to China 60% of Chinese outbound investment was aimed at, or channeled through, Hong Kong. Hong Kong plays a crucial role functioning as cross-border deals and partnerships for Chinese enterprises to the world. China state-owned enterprise listed in HKEx: H-Shares. Confidential and for internal use only22 Source: Ministry of Commerce PRC
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Shanghai-Hong Kong Stock Connect as a pilot program for institutional and retail investors in Hong Kong to invest A- Shares listed in Shanghai Stock Exchange. Shenzhen-Hong Kong Stock Connect is expected to be launched in 4Q15, it would be another leap forward to foster the cooperation between Hong Kong and mainland. Confidential and for internal use only23 HKEx: Gateway to China
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HKEx: The Whole World Not Beyond Reach Confidential and for internal use only24
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World Class Fund Raising Confidential and for internal use only25
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Confidential and for internal use only26 Hong Kong IPO Funds Raised and Global Rankings YearIPO Funds raised (US$)Global Rankings 200932,023,000,0001 201057,987,000,0001 201133,515,000,0001 201211,616,000,0004 201321,797,000,0002 201429,645,000,0002
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Comparison of funds raising Hong Kong: Strong funds raising capability after IPO Hong KongChina PRC Shenzhen China PRC Shanghai Sing- apore Thai- land Malaysia In Billion Dollars Main Board GEMA Share B Share A Share B Share SGXSETBursa Malaysia Total Market Capitalization HKD 24,892 (USD 3,210) HKD 179 (USD 23.09) RMB 12,772 (USD 2,059.7) RMB 85 (USD 13.7) RMB 24,310 (USD 3,920.5) RMB 87 (USD 14.03) SGD 988 (USD 734.8) THB 14,711 (USD 435.8) MYR 1,722 (USD 455.9) No. of Listed Companies 1,5482041,6065198653770603904 IPO Fund Raised USD 30 USD 7.2 USD 5.5 USD 1.8 USD 2.6 USD 1.3 Other Equity Funds Raised USD 91.3 USD 62.4 USD 58.8 USD 4.3 USD 1.7 USD 5.5 Shares Trading USD 120 USD 551 USD 513 USD 16 USD 30 USD 12
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Confidential and for internal use only28 World-Class Marketing Management & Operation Improvement
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Global PR & Marketing Benefits HKEx = well-known globally as leading stock exchange. World-class leading corporations listed there. Listing a company in HKEx then helps with PR & Marketing as World-class publicity: raise public profile and visibility beyond Chinese market to the global level enhance products and services to global awareness. Easier for a listed company to find world-class business partners or clients Confidential and for internal use only29 PR & Marketing
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Management and Operation Improvement Having to adhere to HKEx regulations need to uplift their standard of corporate governance, internal control, etc. to international level. To remain as competitive as other listed peers need to maintain its performance and always be innovative. Confidential and for internal use only30 Operation and Management Improvement
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APPENDIX Confidential and for internal use only31
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Appendix : Requirements for Main Board & GEM Board Confidential and for internal use only32 Main BoardGEM - Trading record of not less than three financial year - Management continuity for at lease the three preceding year - Trading record of not less than two financial year - Substantially the same management throughout the 2 full financial years Ownership continuity and control for at lease the most recent audited financial year A continuity of ownership and control throughout the full financial year immediately preceding the issue of the listing document. Three tests:* (1)Profit test (2)Market capitalisation/revenue test (3)Market capitalisation/revenue/cashflow test * Please see Appendix (1)No profit requirement (2)Positive cashflow generated from operating activities of at least HK$20 million in aggregate for the two preceding financial years
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Confidential and for internal use only33 Main BoardGEM Minimum Market capitalisation: Market capitalisation of at least HK$200 million at the time of listing Minimum Market capitalisation: Market capitalisation of at least HK$100 million at the time of listing Minimum public float: Market capitalisation of at least HK$50 million held by the public at the time of listing Minimum public float: Market capitalisation of at least HK$30 million held by the public at the time of listing Spread of Shareholders: (1)Market capitalisation/revenue/cashflow test: 300 persons (2)Market capitalisation/revenue test: 1,000 persons (3)Not more than 50% of the securities in public hands at the time of listing can be beneficially owned by the three largest public shareholders. Spread of Shareholders: The equity securities in the hands of the public should be held among at least 100 persons. Appendix : Requirements for Main Board & GEM Board
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Appendix : Main Board Financial Performance Confidential and for internal use only34 Profit test Market capitalisation/ revenue test Market capitalisation/ revenue/cashflow test Profits of HK$20 million for the most recent year and of aggregate of HK$30 million for the first two years Market capitalisation of at least HK$200 million at the time of listing Revenue of at least HK$500 million for the most recent audited financial year Market capitalisation of at least HK$4 billion at the time of listing Revenue of at least HK$500 million for the most recent audited financial year Positive cashflow from operating activities of at least HK$100 million in aggregate for the three preceding financial years Market capitalisation of at least HK$2 billion at the time of listing
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Thank you Confidential and for internal use only35
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