Capital Pulse – July 2020

Capital Pulse – July 2020

Welcome to the June issue of Capital Pulse, Odyssey Corporate Advisory’s quarterly publication that focuses on major capital and financial markets events that occurred during the quarter and its potential implications for you and your business.

Odyssey Corporate Advisory is an independent boutique consultant providing business advisory, investment consultancy, project management and coordination services for companies that intends to access the Hong Kong capital markets.

Secondary listings are likely to remain the flavour of the month, if not the year. So, what are secondary listings and is this a money-making opportunity for investors? Are there any shareholder rights implications for investors owning secondary listed companies in Hong Kong compared to primary or dual-primary listed companies?

 

HEDGING LISTING POSITIONS

We provided an introductory discussion on secondary listing in the June edition of Lex Capitis. In this month’s Capital Pulse, we delve deeper into this category of listed companies and the renewed interest in this space.

The possible legislation of the Holding Foreign Companies Accountable Act (“HFAA”) and the timely creation of Chapter 19C in the Stock Exchange of Hong Kong (“Exchange”) listing rules (“Listing Rules” ) late last year has revitalised secondary listings in Hong Kong.

The recent listings of Alibaba, Netease and JD.com have raised HK$163.04 billion, and further similar secondary listings are expected. With the exception of these recent secondary listings, such listings have traditionally been far and few.

Typically, companies secondary list in Hong Kong because their business has a major exposure to Asia, but their home stock exchange is not based in Asia. Alternatively, Asian companies obtain a secondary listing in Hong Kong because most of its business are concentrated in Hong Kong and/or China.

However, from an investor point of view, secondary listings do not offer much to investors, unless there is an arbitrage opportunity in the IPO with its already listed shares in an overseas exchange, because investors can purchase those company’s shares in their home stock exchange. The only exception to this case is mainland Chinese investors that rely on the stock-connect arrangements with overseas stock exchanges to purchase international shares.

Since 1999, Hong Kong only had 13 companies that chose to obtain a secondary listing status in Hong Kong because these companies believed their business would benefit tangibly or intangibly from a secondary listing status. However, seven of these companies has delisted predominantly due to low trading volumes of its secondary listed shares. The history of secondary listed companies in Hong Kong since 1999 is presented in Table 1 below.

Given the current geopolitical environment, the HKEX might benefit from the return of large Chinese companies listed in the USA via a secondary listing and, thus, Hong Kong retaining its status as a premier exchange to raise capital in 2020. However, with the unrelenting ravaging impact of Covid-19 on the real economy, one would wonder whether there are any more rabbits left in the hat?  Perhaps recent announcement by the CEO of the HKEX not to renew his contract could be telling.

 

Table 1: Secondary Listings in Hong Kong

Stock Code

Company Name Country Nature of Business Primary Exchg. Listing Date Market Cap with IPO price (HKD Billion) Delisting date Delisting reason

09618

JD.com, Inc. China Information Technology – e-commerce, retail New York 18/6/2020 596.5

09999

NetEase, Inc. China Information Technology – games and online services New York 11/6/2020 421.8
09988 Alibaba Group Holding Ltd. – SW China Information Technology – e-commerce, retail, e-payment New York 26/11/2019 3764

06288 Fast Retailing Co., Ltd. – DR Japan Consumer Goods – Apparel Tokyo 5/3/2014 282

06813 CapitaMalls Asia Ltd Singapore Properties & Construction – Shopping Malls Singapore 18/10/2011 30.265 22/7/2014

Restructuring into Parent

06388

Tapestry, Inc. – RS ( Formerly Coach Inc.) USA Consumer Goods – Apparel New York 1/12/2011 141.54 2/3/2018 Low trading volume

00805

Glencore plc Switzerland Materials – Commodities London 25/5/2011 3.716 31/1/2018 Low portion of shares on the HK Register

00847

KAZ Minerals PLC Kazakhstan Materials – Mining London 29/6/2011 88.64 1/8/2018  

Low portion of shares on the HK Register

01021 Midas Holdings Ltd China Materials – Alloy Manufacturing Singapore 6/10/2010 6.43 1/8/2018

Insolvent: liquidated

01878 SouthGobi Resources Ltd Mongolia Energy – Coal Mining Toronto 29/1/2010 20.36

06488 SBI Holdings, Inc Japan Financials – Securities, AM Tokyo / Osaka 14/4/2011 17.405 25/6/2014

Low trading volume

06210

Vale S.A. Brazil Materials – Mining Brazil / New York 8/12/2010 1337 28/7/2016 Low trading volume
00945 Manulife Financial Corporation Canada Financials – Insurance Toronto 27/9/1999 46.464

Source: HKEX, Bloomberg

 

WHY DID THOU REJECT OR RETURN?

The Exchange published its annual listing decision on applications that it rejected and returned in the past year. The primary cause for rejection is as follows:

 

Table 2: Reasons for rejection of IPO application

Cause for Rejection

No. Applications

Commercial Rationale

16

Valuation

4

Suitability of Director / Person with substantial influence

1

Profit Requirement

1

Source: HKEX-GL126-2020

 

The Exchange continues its practice to vet the commercial rationale for listing as the main factor in determining suitability. The question on valuation of the business usually rides on the back of the commercial rationale concerns. Based on the drafting of the rejection listing decision, it appears the failure to meet the profit requirement stems from a lack of understanding of the Listing Rules. These rejection highlights the importance of careful homework, planning and independent advice on the part of these companies that would have saved them a lot of money and heartache.

The Exchange highlighted two returned applications last year and provided more guidance on the inclusion of financial information rule on the application process which may suggest a substantial number of applications were returned as it fell afoul of this rule.  For simplicity, we provided a tabular version of the guidance.

 

Table 3: Financial Performance disclosure requirements

Application Date

Company Year End Must listing by (MB) Must listing by (GEM) Financial performance disclosures in the Application Proof (Main Board) Financial performance disclosures in the Application Proof (GEM) Financial performance disclosures in the Prospectus (Main Board) Financial performance disclosures in the Prospectus (GEM) Other Conditions

Between 1 January 2020 and 29 February 2020

31-Dec-19 No later than 31 March 2020 No later than 29 February 2020 2017, 2018, 9M2019 2018, 9M2019 2017, 2018, 2019 2018, 2019 HKEX-GL56-13, HKEX-GL25-11

Between 1 March 2020 and 30 June 2020

31-Dec-19 2017, 2018, 2019 2018, 2019 2017, 2018, 2019 2018, 2019

HKEX-GL56-13

Between 1 July 2020 and 31 August 2020 31-Dec-19 2017, 2018, 2019, 3M2020 2018, 2019, 3M2020 2017, 2018, 2019, 3M2020 2018, 2019, 3M2020

HKEX-GL56-13

Between 1 September 2020 and 31 December 2020 31-Dec-19 2017, 2018, 2019, 6M2020 / 9M2020* 2017, 2018, 2019, 6M2020 / 9M2021* 2017, 2018, 2019, 6M2020 / 9M2020* 2017, 2018, 2019, 6M2020 / 9M2021*

HKEX-GL56-13

* Depending on availability

Source: HKEX-GL127-2020, HKEX-GL56-13, HKEX-GL25-11

 

Although this appears to be a simple guidance to follow, there were media reports of a large biotechnology company that, was listed earlier this year, had its initial application for IPO returned because it did not adhere the guidance above.

 

 

Odyssey Corporate Advisory is a boutique corporate advisor providing independent and impartial investment and capital markets consultancy services catered for your circumstances and preferences. Corporate Advisory is a division of Odyssey Asset Management Ltd, a Type 1, 4 and 9 SFC licensed company and subsidiary of the Odyssey Group. If you have any enquiries, please contact:

 

Kuan Yu Oh
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Mobile: +852 6971-7989
Email: kuanyu.oh@odysseycapital-group.com

 

 

Notice

This publication is for informational purposes only and does not address the circumstances of any particular individual or entity. It does not constitute financial advice and should not be used as such. You should seek a duly licensed professional for investment advice. For more information about please see our Disclaimer.

 

Market Update: July 2020

Market Update: July 2020

Market View

Wild Horses

In June, risk markets defied rapidly rising new COVID cases in the US and powered higher. Admittedly, the 1.8% rise in the S&P 500 was primarily driven by a 7% rise in the Information Technology and a 5% rise in Consumer Discretionary sectors. Commodity markets also took an optimistic view, choosing to focus on the loosening of restrictions rather than the continuing rise in new COVID cases that reached over 200,000 per day. This seems to be affirmation of two beliefs; 1) China’s recovery was gaining traction, and 2) the bet that 2nd wave cases would not result in the wholesale global return of mobility restrictions. This led to WTI oil and copper prices to surge 11% and 12% respectively. Equity markets and currencies that had significant commodity exposure rose accordingly. The once popular economic indicator, the Baltic Dry Index, shot up 260%, mainly on the back of increased iron ore shipments to China.

 

Source: Bloomberg

 

Indeed, China’s improved industrial production, industrial profits and retail sales numbers for May provided a sense of economic stability. When the positive PMI figures were released at the end of June, indicating an improving trend, China’s equity markets initiated one of its infamous “ears pinned back” rallies. Just one week into July, the CSI 300 has jumped 14% and the MSCI China Index has scrambled to keep up with a 9% surge. While the economic data provided a supportive backdrop, it has been the media drive by the government for people to invest in the equity market that is likely to have had a material impact to the speed of the rise. This is reminiscent of the 2015 boom bust where the CSI 300 doubled in just two months but then gave back 80% of the climb in the subsequent two months. The whole up and down move was largely due to government encouragement and then cessation of the media campaign. Hopefully, experience will temper the market enthusiasm this time.

 

Tail of 4 Markets

The reliability of China’s economic data has been in question since the 1990’s. If we assume it’s a reasonable representation, based on simple PMI comparisons it could be argued that China’s equity market performance should, indeed, be ahead of other major markets. China only suffered one dramatic month’s dip in PMI before heading back to growth again. Other major regions have suffered 3-4 months of below 50 readings. China’s equity market did not fall dramatically until markets in other regions began to plummet. This occurred when you could argue China’s economy was already stabilising.

Source:  Bloomberg

Source:  Bloomberg

 

The other point worth noting is that both the best performing indices, CSI 300 and S&P 500, have less exposure to offshore revenue than either the Topix or the Stoxx 600 that have more than 60% of revenue from offshore. The means any stimulus is likely to be more efficient for the companies in the China and US indices.

 

Laggards Still Lagging

The market likes what it likes. Currently that does not include banks and industrial stocks, globally. These sectors tend to be more exposed to lockdown restrictions that have been slower than expected to unwind. In a related statistic, in June, US Growth stocks rose 4.1% while Value stocks fell 1% to continue a well-worn path for the last 10 years with the rise and rise of tech stocks. The eventual recovery of the laggards probably heralds the final phase of the equity market dislocation.

This laggard theme also extends in a smaller scale to the credit markets where Asia corporate bonds remain 230bp wide of US corporate bonds. However, Asian bond credit spreads are steadily grinding tighter against their US counterparts, making it an easier choice than exposures to nominally cheap but unloved stocks.

 

Source:  Bloomberg

 

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