Listing in Hong Kong. 28 May 2015

Transcription

1 Listing in Hong Kong 28 May 2015

2 The Hong Kong Capital Market a brief overview Slide 2

3 Funds Raised (USD billion) Number of IPO IPO in Hong Kong: 2000 to Q Funds Raised(USD billion) No. of IPOs Year Slide 3

4 Funds Raised (USD billion) Total Equity Fund Raised in Hong Kong: 2000 to Q Other Equity Funds Raised (USD billion) IPO Funds Raised (USD billion) Year Year Q Others 72% 60% 54% 72% 65% 41% 36% 50% 85% 61% 48% 46% 70% 55% 75% 76% IPO 28% 40% 46% 28% 35% 59% 64% 50% 15% 39% 52% 54% 30% 45% 25% 24% Source: HKEx Slide 4

5 IPOs - Hong Kong vs. Other International Markets: 2010 to 2014 No. of IPOs IPO Funds Raised (USD billion) No. of IPOs IPO Funds Raised (USD billion) No. of IPOs IPO Funds Raised (USD billion) No. of IPOs IPO Funds Raised (USD billion) Hong Kong Shanghai Shenzhen China A-share NYSE Nasdaq London Euronext Europe (exclude Euronext and London) Australia Japan Singapore Taiwan Slide 5

6 IPO Funds Raised in Major Stock Exchanges Year 2000 Rank Stock Exchange Funds Raised (USD billion) 1 NYSE Spain Nasdaq Euronext Amsterdam Germany Swiss Hong Kong London Japan Shanghai 11.0 Year 2014 Rank Stock Exchange Funds Raised (USD billion) 1 NYSE Hong Kong London Nasdaq Australia Euronext Japan Shenzhen Shanghai Nasdaq OMX Euronext Paris Australia Toronto Shenzhen Singapore 1.9 Source: World Federation of Exchanges. Slide 6

7 Top 10 IPOs in World s History (up to 31 December 2014) Rank Listing year Company Stock Exchange Country Fund Raised (USD billion) Alibaba Group holding Ltd NYSE China Agricultural Bank of China Hong Kong & Shanghai China Industrial & Commercial Hong Kong & Shanghai China 22.0 Bank AIA Group Hong Kong China/ Hong Kong 20.5 United States VISA NYSE United States NTT Mobile Communications Tokyo Japan 18.4 Network General Motors Co NYSE United States Ente Nazionale per I Energia Milan Italy 17.4 Electrica Facebook Inc Nasdaq United States Deutsche Telekom Deutsche Boerse Germany 13.0 Source: Thomson Financial. Slide 7

8 Top 10 IPOs in the World : 2014 Rank Listing month Company Stock Exchange Country Fund Raised (USD billion) 1 September Alibaba Group Holding Ltd New York Stock China 25,032 Exchange 2 November National Commercial Bank Saudi Arabia Stock Saudi Arabia 6,000 SJSC Exchange 3 November Medibank Private Ltd Australia Stock Australia 4,886 Exchange 4 December Dalian Wanda Commercial Hong Kong Stock China 4,039 Properties Co Ltd Exchange 5 December CGN Power Co Ltd Hong Kong Stock China 3,638 Exchange 6 September Citizens Financial Group Inc New York Stock United States 3,462 Exchange 7 March Japan Display Inc Tokyo Stock Exchange Japan 3,231 8 January HK Electric Investments Ltd Hong Kong Stock China 3,111 Exchange 9 July Synchrony Financial New York Stock United States 2,955 Exchange 10 October Pershing Square Holdings Ltd Euronext Amsterdam United States 2,747 Source: Thomson Financial. Slide 8

9 Number of IPO P/E Ratio of Hong Kong IPOs: 2012, 2013 & * P/E Ratio * Listing by introduction, transfer from GEM to Main Board, REITs or listing of loss-making companies. Slide 9

10 Market Capitalisation of Major Stock Exchanges Year 2000 Rank Stock Exchange Market Capitalisation (USD billion) 1 NYSE 11,534 2 Nasdaq 3,597 3 Tokyo 3,157 4 London 2,612 5 Euronext Paris 1,447 6 Germany 1,270 7 Switzerland Toronto Italy Euronext Amsterdam 640 Year 2014 Rank Stock Exchange Market Capitalisation (USD billion) 1 NYSE 19,445 2 Nasdaq 7,096 3 London 6,577 4 Tokyo 4,419 5 Euronext Europe 3,464 6 Hong Kong 3,288 7 Shanghai 3,275 8 Toronto 2,131 9 Shenzhen 2, Germany 1, Hong Kong Australia Shanghai Shenzhen Singapore 153 Source: World Federation of Exchanges. 20 Singapore 766 Slide 10

11 HK Main Board listed companies as at 31 December 2014 by sector (by number) Telecommunication Services 1% Utilities 3% Materials 10% Consumer Products 26% Information Technology 11% Industrials 16% Consumer Staples (Food & Beverage) 5% Energy 3% Healthcare 4% Financials 21% 11

12 HK Main Board listed companies as at 31 December 2014 by market capitalisation Above US$2.0 billion 14% Between US$1.0 billion to US$2.0 billion 9% Above US$0.5 billion but below US$1.0 billion 12% Below US$0.5 billion 65% 12

13 Foreign Company Listing in Hong Kong

14 Cross-Border The trend started 2 to 3 years ago. Hong Kong emerges as a key international capital market, together with US and London Cross-Border listing of companies from emerging countries Dual (Multiple) listings in domestic stock exchange as well as Hong Kong as a major international capital market Slide 14

15 Cross border listings into Hong Kong : Some recent examples AIA USD20.4 bn L Occitane USD0.7 bn Vale Introduction Mongolian Mining USD0.7 bn Rusal USD2.2 bn Prudential Introduction Sands USD2.5 bn Wynn USD1.9 bn SBI USD0.2 bn SouthGobi USD0.4 bn Glencore USD10 bn (HK:USD0.3 bn) Samsonite USD1.2 bn Prada USD2 bn Kazakhmys Introduction Coach Introduction Slide 15

16 Why Hong Kong? Infrastructure An alternate capital market, other than US, London, etc Hong Kong Government and HKEx welcome international companies to be listed in Hong Kong The Asia concept; the China concept Gateway to China Established legal system (British based) Excellent banking infrastructure A well recognised international financial centre Excellent telecommunication; Excellent transportation Good supply of quality professionals Market A leading sizeable capital market / IPO centre in the world during recent years Reasonably high P/E Active secondary market (Liquidity) Alternative investor base: Hong Kong market has 40% retail market investors, while US and London markets are dominated by institutional investors Reasonably efficient and transparent IPO process Good reputation of market integrity and governance All major investment banks and market intermediates have substantial presence in Hong Kong All major investment funds have substantial presence in or connection with Hong Kong Slide 16

17 Hong Kong Listing Requirements

18 Hong Kong Main Board Listing Requirements Key requirements for new listings: 3 financial years trading records Under substantially same management over the past 3 financial years Ownership continuity and control for at least the most recent financial year Minimum public float of at least 25%; or 15 to 25% if market capitalisation is over HK$10 billion (eq. US$1.3 billion) Minimum of 300 shareholders Three independent non-executive directors, including one with accounting or related financial management expertise Audit committee Competing businesses of controlling shareholders or directors may be allowed - full disclosure is required Financial requirements: Profit Profit of at least HK$20 million (eq. US$2.6 million) for the most recent financial year; and Profit of at least HK$30 million (eq. US$3.8 million) for the 2 preceding financial years; and Market cap of at least HK$200 million (eq. US$26 million) OR Market cap / Revenue / Cash flow Market cap of at least HK$2 billion (eq. US$256 million); and Revenue of at least HK$500 million (eq. US$64 million) for the most recent financial year; and Positive operating cash flows of at least HK$ 100 million (eq. US$13 million) in aggregate for 3 financial years OR Market cap / Revenue Market cap of at least HK$4 billion (eq. US$513 million); and Revenue of at least HK$500 million (eq. US$64 million) for the most recent financial year Alternative rules for infrastructure/mining and investment companies Slide 18

19 Hong Kong Growth Enterprise Market Listing Requirements Key requirements for new listings: 2 financial years trading records Under substantially same management over past 2 financial years Ownership continuity and control for at least the most recent financial year and up until the date of listing Market capitalisation of at least HK$100 million (eq. US$13 million) at the time of listing Minimum pubic float of at least 25%; or 15 to 25% if market capitalisation is over HK$10 billion (eq. US$1.3 billion) Three independent non-executive directors, including one with accounting or related financial management expertise Audit committee Competing businesses of controlling shareholders or directors may be allowed - full disclosure is required May list by way of placing only Generally accepted accounting principles in the United States of America (US GAAP) are acceptable if the company is listed, or will be simultaneously listed, on either the New York Stock Exchange or the NASDAQ National Market Financial requirements: No profit requirement Positive cash flow generated from operating activities of at least HK$20 million (eq. US$2.6 million) in aggregate for the two preceding financial years Alternative rules for infrastructure/mineral companies Slide 19

20 Hong Kong Main Board/GEM Listing Requirements for Mineral Companies (cont d) Key requirements of new listing of mineral companies: A Mineral Company is one whose principal activity involves exploration for or extraction of natural resources, including minerals, oil and gas or solid fuels. Principal activity refers to the activity which is more than 25% of the company's assets, gross revenue or operating expenses Qualifications for listing is the same as other companies, except that the financial requirements (i.e. profit test, Big Cap tests) may be waived for Main Board applicants or the 2 financial years trading records may be waived for GEM applicants if HKEx is satisfied that the board and senior management, taken together, have sufficient experience relevant to the exploration and/or extraction activity that the company is pursuing. Individuals must have a minimum of 5 years relevant industry experience Must have indicated resources or contingent resources of meaningful and sufficient substance identifiable under one of the acceptable internationally recognised reporting standards supported by a Competent Person Report Sufficient working capital for 125% of its present requirements for the next 12 months A Mineral Company that has not yet begun production must disclose plans to proceed to production with indicative dates and costs supported by at least a Scoping Study and substantiated by the opinion of a Competent Person Disclose social and environment matters in prospectus, if material For Competent Person s Report on estimates of resources and reserves, the internationally recognised reporting standards are: the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2004 edition) the Canadian National Instrument the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (2007 edition) the Petroleum Resources Management System (PRMS) For valuation of resources and reserves, the internationally recognised valuation standards are: the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (2005 edition) the South African Code for the Reporting of Mineral Asset Valuation (2008 edition) the Standards and Guidelines for Valuation of Mineral Properties endorsed by the Canadian Institute of Mining, Metallurgy and Petroleum, February 2003 (final version) Slide 20

21 Listing Modes for Overseas Companies Primary Listing Full compliance with Listing Rules Can be in the form of Shares or Hong Kong Depositary Receipts (HDR) Shares are traded in Hong Kong Dollars; HDR can be traded in Hong Kong Dollars or US Dollars Financial statements (Accountant s Report) be prepared in IFRS or HKFRS Financial statements (Accountant s Report) be audited by Hong Kong Certified Public Accountants ( HKCPA ) Can be dual primary listing Hong Kong and overseas Secondary Listing Similar requirements like primary listings, but reasonable waivers may be granted Can be in the form of Shares or Hong Kong Depositary Receipts (HDR) Shares are traded in Hong Kong Dollars; HDR can be traded in Hong Kong Dollars or US Dollars Overseas companies should have a primary listing on an overseas exchange where the standards of shareholder protection are equivalent to those in Hong Kong US GAAP is allowed Presently, there are only a few secondary listings; there is an increasing trend, especially for foreign companies Financial statements may be audited by international and reputable CPA, subject to HKEx s waiver Slide 21

22 Jurisdiction of Incorporation for Primary Listing Provide shareholder protection that are equivalent to companies incorporated in Hong Kong Presently 25 acceptable jurisdictions. more to be added to the list Submit a detail paper benchmarking shareholder protection for applications of unprecedented jurisdictions: Companies Laws, Articles of Association, etc. If insufficient, ratify through additional clauses in the Company s Articles of Association Presently Acceptable Jurisdictions: Australia Bermuda Brazil British Virgin Islands* Canada Alberta* Canada British Columbia* Canada Ontario Cayman Islands Cyprus* France# Germany* Guernsey* Hong Kong Italy*^ Japan* Jersey* Labuan* Luxembourg* Singapore* South Korea * The State of Delaware* The Isle of Man* The People s Republic of China The State of California* United Kingdom * Have to revise constitutive documents # Only for joint stock company with a single-board structure that are subject to the requirements of Autorite des marches financiers ^ For a corporate type other than joint stock company, or with a management and control structure other than the default structure, will have to address differences shareholders protection Except for Bermuda, Cayman Islands, HK and PRC, all have to demonstrate a reasonable nexus between the place of incorporation and the place of business operations. Slide 22

23 Listing of Russian companies in Hong Kong On 16 February 2015, Russia signed the International Organisation of Securities Commissions Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (the IOSCO MMoU) which paves the way for Russian companies to list on Hong Kong s Stock Exchange as this fulfils one of the requirements to be an acceptable jurisdiction of incorporation. Currently, only two Russian-based companies are listed in HK: (i) United Company RUSAL Plc (0486), incorporated in Jersey and listed in January 2010; and (ii) IRC Ltd (01029), incorporated in Hong Kong and listed in October Slide 23

24 Listing Requirement HK vs. London vs. New York

25 Listing Requirements: Hong Kong vs. London vs. New York Requirements Hong Kong London 3 financial years trading records Under substantially same management over past 3 financial years Ownership continuity and control Minimum public float of at least 25%; or lower if big market capitalisation Three independent nonexecutive directors, including one with accounting and related financial management expertise (Premium listing) NYSE Similar Similar Similar (World-wide criteria) Similar Similar No particular requirement Ownership continuity and control for at least the most recent audited financial year Control over the majority of the entity s assets for the three years period No particular requirement Similar Similar N/A; Minimum public shares is 2.5 million. Similar Similar No particular requirement Slide 25

26 Listing Requirements: Hong Kong vs. London vs. New York (cont d) Requirements Hong Kong London (Premium listing) Audit Committee Similar Similar Similar NYSE Worldwide criteria Competing business of controlling shareholders or directors may be allowed full disclosure is required Similar Similar No particular requirement Jurisdiction of incorporation Presently 25 acceptable jurisdiction; more to be added No particular requirement No particular requirement Appointment of Sponsor Required Required N/A Slide 26

27 Hong Kong vs. London vs. New York: Reporting Requirements for IPO Requirements Hong Kong London Accountant s Report: 3 years + stub GAAP Similar HKFRS or IFRS (Premium listing) Similar IFRS as adopted by the European Union or equivalent standards for non-uk issuers NYSE (World-wide criteria) Audited financial statements for the two most recent years US GAAP or IFRS Profit forecast: Optional. Must be reported on by an accountant if included in the prospectus Working capital forecast: Generally required and must be reported on by an accountant Pro forma financial information Similar Similar Not applicable Less comprehensive than London Exemption for regulated industries, e.g. banks and insurance companies Required and must be reported by an accountant A comprehensive report (included in the long-form report) Required where there has been a significant change in the issuer s business prior to listing. Must be reported on by an accountant. Not applicable Not applicable Slide 27

28 Hong Kong vs. London vs. New York: Reporting Requirements for IPO (cont d) Requirements Hong Kong London (Premium listing) NYSE (World-wide criteria) Capitalisation and indebtedness A statement is required, dated within 8 weeks prior to the date of the prospectus A statement is required, dated within 90 days prior to the date of the prospectus No particular requirement Long-form report No particular requirement Need to issue a long-form report covering the due diligence of the applicant No particular requirement Internal controls PN 21. Generally require an Agreed-Upon Procedures (AUP) type of report to be issued by an accountant Market practice requires a Financial Reporting Procedures (FPR) report on the internal reports system, which may require negative assurance opinion to be issued by an accountant No particular requirement Slide 28

29 Reporting Requirements of a Hong Kong Listing

30 Key financial deliverables by Reporting Accountants The key items that the listing candidate and the reporting accountants must produce during the listing process are set out below. Deliverable Explanation Accountant s Report 3 years (Main Board) plus stub period (financial period ended not more than 6 months before the date of the prospectus) Prepared under IFRS or HKFRS True and Fair opinion by Reporting Accountant Statement of adjustments Document to be prepared reconciling the previously published financial information of the listing business to the financial information as presented in the Prospectus Statement of adjustments is filed with the HKSE and available for public inspection Report from the Reporting Accountant has to be issued in respect of the statement of adjustments (a separate set of consolidated IFRS audited financial statements with the figures exactly same with the accountant's report could substitute for the statement of adjustments) Working capital forecast for 12 months from date of prospectus Directors have to make a statement in the prospectus that the working capital available to the applicant (consolidated group) is sufficient for its present requirement (at least next 12 months from the date of the prospectus) Reporting Accountant is required to perform work and to issue a private comfort letter to the Directors of the applicant Slide 30

31 Key financial deliverables by Reporting Accountants Deliverable Explanation Pro forma financial information showing impact of proceeds Pro forma adjusted net tangible asset statement to illustrate the effect of the IPO Reporting Accountant has to render a report on the compilation and appropriateness of the pro forma adjustment(s) Indebtedness Disclose in the prospectus the details of indebtedness (debt securities, borrowings, contingent liabilities, guarantees, etc; but excluding normal trade bills) at a date within 8 weeks before the date of the prospectus Reporting Accountant is required to perform work and to issue a private comfort letter to the directors of the applicant Profit forecast Optional Covering the year of the IPO (total 12 months, with some actual results) Only a statement that net profit will not be less than a certain amount Report from Reporting Accountant covers only compilation and accounting policies used; however, the professional standard has much wider requirements for the related work Private Comfort Letter on Extraction of Financial Information in the Prospectus and Comfort on Subsequent Changes Sponsor s due diligence obligation under Listing Rules, and Underwriters due diligence Up to 3 comfort letters for each offering tranche: (i) Hong Kong tranche; (ii) Reg S International offering; and (iii) US 144A Slide 31

32 Key financial deliverables by Reporting Accountants Deliverable Explanation Internal Control Report (PN 21) Listing Rules set out that the applicant shall have established procedures, systems and controls, which are adequate having regard to their (the applicant and its directors) obligations under listing rules, to make proper assessment of the financial position and prospects of the applicant (consolidated group) Sponsor has to provide a confirmation to HKEx whether the applicant has adequate internal control system in accordance with the requirements of the Listing Rules This is more on design effectiveness at one point in time Reporting accountant is required by the applicant and the sponsor to assist in reviewing the consolidated group s internal controls relating to financial reporting and to provide them with a private report. Exact scope to be agreed among the applicant, the Sponsor(s) and the Reporting Accountant, which is primarily an Agreed-Upon-Procedures (AUP) type of report Other Deliverables/Work from the Reporting Accountant Checklists under Sponsors Guidelines for New Listing Applications Attend essential meetings with Sponsor, solicitors, other professional parties, and if necessary Hong Kong Stock Exchange to discuss various financial and accounting matters relating to the listing application Work together with management and other professional parties to prepare answers to questions raised by Hong Kong Stock Exchange Slide 32

33 A Typical Listing Process Decide on listing Private Investors Strategic Investors Internal Preparation Reorganisation Strengthen management Prepare financial statements Enhance governance Working Team: Management & IPO project team Sponsors Reporting Accountants Lawyers to the sponsors Lawyers to the Group Others Audit Legal opinion Prospectus Application submitted to SFC/HKEx and hearing by Listing Committee Roadshow Cornerstone Investors Placing Subscription by the public Listing Slide 33

34 A Typical Listing Timetable Initial filing Prospectus and other documents 1 month Pre-listing preparation and prepare prospectus- 1-3 months 1-2 months 1 month 1 month Decision to list Application and vetting by HKEx Listing division approval Listing Appoint professional parties Road show The extent of the review process by the HKEx is variable. Total ~ 5-8 months Slide 34

35 A Typical Listing Timetable For a target listing by the end of 201x, a typical milestone is as follows (now is early April 201x): Suggested milestones Indicative timelines 1. Formalise an IPO plan and establish a core project management team 15 April 201x 2. Appoint key professional parties, including Sponsor(s), Reporting Accountant, lawyers, etc 1 May 201x 3. Establish overall approach, detailed timetable and responsibilities 15 May 201x 4. Begin / Substantially complete the audit for the 3 years during the track record period, by the Reporting Accountant 5. Begin / Substantially complete prospectus drafting and preparation of other filing documents for A-1 submission to HKEx 15 May 201x / 31 July 201x 15 May 201x / 31 July 201x 6. Finalise group restructuring plan 30 June 201x 7. Resolution of potential legal, tax, accounting and other issues 30 June 201x 8. Finalise preliminary draft of legal opinion(s) and valuation report(s) 15 July 201x 9. Complete preliminary due diligence by Sponsor(s) 31 July 201x 10. A-1 filing 1 August 201x 11. Substantially complete the audit for the stub period (e.g. 30 June 201x) 15 September 201x 12. Respond to questions raised by HKEx and SFC (may be 3 to 5 rounds) 1 September to 31 October 201x 13. Listing Committee hearing 15 November 201x 14. Issue prospectus; Public Offering 10 December 201x 15. Listing on HKEx 20 December 201x Slide 35

36 Listing of Debt Securities in Hong Kong

37 Listing of Debt Securities in Hong Kong: 2010 to Q No. of New Issues Amount Raised (USD Billion) Q Note: As at 31 March 2015, the nominal amount of debt securities issued amounted to USD306 billion for 665 issues Source: HKEx Slide 37

38 Debt securities basic conditions for listing Guided by Chapter 23, 36 (overseas issuers) and 37 (issuance to professional investors) of the Main Board Listing Rules The issuer and the guarantor, in the case of a guaranteed issue, must each be duly incorporated or otherwise established under the laws of the place where it is incorporated or otherwise established An issuer which is a Hong Kong company must not be a private company within the meaning of section 11 of the Companies Ordinance. If the shares of the issuer or the guarantor, in the case of a guaranteed issue, are not listed then both the issuer and the guarantor, in the case of a guaranteed issue, and their respective businesses must, in the opinion of the Exchange, be suitable for listing. A new applicant or the guarantor, in the case of a guaranteed issue, must have produced audited accounts in accordance with its national law covering the three financial years preceding the application for listing. In very exceptional cases the Exchange may accept a shorter period of two years. Slide 38

39 Debt securities basic conditions for listing In the case of a new applicant, the latest financial period reported on by the reporting accountants must not have ended more than nine months before the date of the listing document. If the shares of the issuer or the guarantor, in the case of a guaranteed issue, are not listed then the issuer or the guarantor, in the case of a guaranteed issue, must have total shareholders funds of at least HK$100,000,000, and the nominal amount of each class of debt securities for which listing is sought must be at least HK$50,000,000, or such other amount as the Exchange may from time to time prescribe. Further issues of debt securities which are or are to be uniform in all respects with debt securities of a class already listed are not subject to these limits. The debt securities for which listing is sought must be freely transferable. The debt securities for which listing is sought must be issued in conformity with the law of the place where the issuer is incorporated or otherwise. Debt securities to which options, warrants or similar rights to subscribe or purchase equity securities or debt securities are attached must also comply with the requirements applicable to such options, warrants or similar rights. The issuer must maintain a paying agent at an address in Hong Kong until the date on which no debt security is outstanding unless the issuer performs that function himself. Maintain a register of holders and transfers in Hong Kong. Slide 39

40 Critical success factors and challenges

41 Critical success factors Strategy During the offering process you will need to convince investment banks, investors and stock exchange regulators that your company has a coherent strategy with well thought out reasons for considering an offering. Careful consideration is required as to factors which will maximise valuation Management team Tax and structuring aspects Track record Accounting policies Financial prospects Investors will be interested in the reputation and experience of the management team. A certain level of continuity of management will be regarded as important Structuring may be required prior to an offering which may impact on the tax position of the company and the owners. Choosing the right holding company structure is important Investors will look at the historical record of the company s business to make an assessment of how the business will develop. The trend in profits and cash flows will be a key factor. Can disclosure requirements be met across all 3 years? How might segmental presentation impact the presentation of the business? Is consolidated financial information available at level of issuer? Any changes in accounting policies? Investors will review your company s accounting policies, contrasting them with other public companies in your company s industry sector Existing banking facilities should be reviewed in order to ensure that the company has sufficient working capital to meet its obligations for at least twelve months after the flotation date. Building the systems Managing the timetable Management information systems and processes that are fit for purpose and for a public company will need to be embedded into the business Any public offering needs careful planning, will take up significant management time and requires the appointment of external advisors Slide 41

42 Your challenges Reorganisation Jurisdiction of incorporation Financial statements Share schemes & incentive plans Working capital model Managing the process Building financial reporting procedures Tax, capital structure, distributable reserves Valuation Corporate governance Slide 42

43 Thank You! Pauline Leung Partner Hong Kong Capital Markets Tel: Hong Kong Listing Pricing Liquidity Investor Base China Concept This presentation is prepared by PricewaterhouseCoopers (Hong Kong) based on relevant sources for general guidance and does not constitute professional advice. No representation or warranty, express or implied, is given as to the accuracy or completeness of the information contained in this presentation. You should not act upon the information contained in this presentation without obtaining specific professional advice. Time Zone All rights reserved. Not for further distribution without the permission of. "" refers to the network of member firms of PricewaterhouseCoopers International Limited (IL), or, as the context requires, individual member firms of the network. Each member firm is a separate legal entity and does not act as agent of IL or any other member firm. IL does not provide any services to clients. IL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or bind them in any way. No member firm is responsible or liable for the acts or omissions of any other member firm nor can it control the exercise of another member firm's professional judgment or bind another member firm or IL in any way.