IPO Process in a Glance

IPO Process in a Glance InnoAsia 2011 IPO Workshop and Hong Kong Venture Capital / Angel Luncheon & Conference 17 Nov 2011 Presented by Euto Capital Partners (formerly RAAB International Capital Limited)

Overview of Global Capital Markets

Top 10 Global IPO by Stock Exchange (2010) Source:Global IPO Trends 2011 by Ernest & Young

Global IPO Statistics Source:Global IPO Trends 2011 by Ernest & Young

2009 and 2010 global IPOs by region In 2010, tremendous amount of funding from different parts of the globe had flown to Asia!! Source:Global IPO Trends 2011 by Ernest & Young

When to get listed? Internal factors Current shareholding structure; Industry, maturity and size of the company; Whether the listing requirement can be fulfilled; Growth story. External factors Channel for fund-raising, liquidity, existence of likely investors; Market sentiments.

Listing requirements according to the Listing Rules of HK Stock Exchange 7

Methods of Listing For Companies that has not be listed in any stock exchange IPO (Initial Public Offering) RTO (Reverse Takeover) For Companies that has been listed in other stock exchange Dual Primary Listing IPO (Initial Public Offering) Raise fund at listing Example: Hengxin Technology (HK:1085)(2010) Listing by Introduction Does NOT raise fund at listing Example: Courage Marine (HK:1145)(2011) CapitaMalls Asia (HK:6813)(2011)

Basic listing requirements (mainboard) Main board Issuer has to fulfill each of the following items of the HKSE Listing Rules: Rule 8.05(1) Profit Requirements a) Have a trading record of not less than 3 financial years, and - At least HK$50 million in the last 3 financial years (with profits of at least HK$20 million recorded in the most recent year, and aggregate profits of at least HK$30 million recorded in the 2 years before that; - The profit mentioned above should exclude any income or loss generated by activities outside the ordinary and usual course of its business; b) management continuity for at least the 3 preceding financial years; and c) ownership continuity and control for at least the most recent audited financial year. Source: http://www.hkex.com.hk/eng/listing/listreq_pro/listreq/equities.htm http://www.hkex.com.hk/eng/rulesreg/listrules/mbrules/documents/chapter_8.pdf 9

Basic listing requirements (mainboard) Public Float At least 25% of the issuer's total issued share capital must at all times be held by the public (Rule 8.08(1)); At least 300 shareholders at the time of listing (Rule 8.08(2)); and 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 (Rule 8.08(3)). Market Capitalization The expected market capitalization at the time of listing of the securities which are held by the public must be at least HK$50 million (Rule 8.09(1)); and The expected market capitalisation of a new applicant at the time of listing must be at least HK$200 million which shall be calculated on the basis of all issued share capital (Rule 8.09(2)). Source: http://www.hkex.com.hk/eng/listing/listreq_pro/listreq/equities.htm http://www.hkex.com.hk/eng/rulesreg/listrules/mbrules/documents/chapter_8.pdf 10

Basic listing requirements (mainboard) Other matters to fulfill For primary listing in HK, the issuer must have sufficient management presence in Hong Kong. This will normally mean that at least two of its executive directors must be ordinarily resident in Hong Kong (Rule 8.12); The securities for which listing is sought must be issued in conformity with the law of the place where the issuer is incorporated (Rule 8.14); The company secretary of the issuer must be a person who is ordinarily resident in Hong Kong and who has the requisite knowledge and experience to discharge the functions of a company secretary (Rule 8.17); Issuer must include a working capital statement in the listing document when apply for listing, and must be satisfied, after due and careful enquiry, that it and its subsidiary undertakings, if any, have available sufficient working capital for the group s present requirements, that is for at least the next 12 months from the date of publication of the listing document (Rule 8.21A) Source: http://www.hkex.com.hk/eng/listing/listreq_pro/listreq/equities.htm http://www.hkex.com.hk/eng/rulesreg/listrules/mbrules/documents/chapter_8.pdf 11

Basic listing requirements (GEM board) GEM board Issuer has to fulfill each of the following items of the HKSE Listing Rules: Rule 11.12A Profit Requirements a) Have a trading record of at least 2 financial years, comprising - a positive cash flow generated from operating activities in the ordinary and usual course of business before changes in working capital and taxes paid; - Such positive cash flow must be at least HK$20mil in aggregate for the two financial years immediately preceding the issue of the listing document; b) management continuity throughout the 2 full financial years; and c) ownership continuity and control throughout the full financial year immediately preceding the issue of the listing document. Source: http://www.hkex.com.hk/eng/listing/listreq_pro/listreq/equities.htm http://www.hkex.com.hk/eng/rulesreg/listrules/mbrules/documents/chapter_8.pdf 12

Basic listing requirements (GEM board) Public Float At least 25% of the issuer's total issued share capital must at all times be held by the public (Rule 11.23(7)); At least 100 shareholders at the time of listing (Rule 11.23(2)); and 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 (Rule 11.23(8)). Market Capitalization The expected market capitalization at the time of listing of the securities which are held by the public must be at least HK$30 million (Rule 11.23(2)); and The expected market capitalisation of a new applicant at the time of listing must be at least HK$100 million which shall be calculated on the basis of all issued share capital (Rule 11.23(6)). Source: http://www.hkex.com.hk/eng/listing/listreq_pro/listreq/equities.htm http://www.hkex.com.hk/eng/rulesreg/listrules/mbrules/documents/chapter_8.pdf 13

Pre-IPO Preparation Listing professional parties: Company s team Company s consultant (if any) Company s lawyer (HK, PRC & other jurisdiction) Compliance team Sponsor Sponsor s lawyer (HK, PRC) Auditor Internal control consultant

Timetable Company (w/ FC / consultant) Company Lawyer (HK) Company Lawyer (PRC/other jurisdiction) Sponsor Sponsor s Lawyer (HK) Auditor Internal Control Advisor Property Valuer Pre-IPO preparation (3 months) Determine future plan & use of proceeds Future profit & cashflow forecast Re-organisation of the group Engage external parties Re-structure of the group subsidiaries / assets Pre-IPO legal due-diligence on compliance issue Due-diligence & prospectus drafting (3~4 months) Prepare data-room for documents to be inspected by all-parties Draft of prospectus Draft necessary legal documents Provide legal opinion on legal compliance Listing timetable & all-parties coordination Due diligence on company s operation Verification of all content of prospectus Prepare draft of audit report for the track record period Review all financial data on prospectus Draft internal control report Draft property valuation report 15

Timetable Company (w/ FC / consultant) Company Lawyer (HK) Company Lawyer (PRC/other jurisdiction) Sponsor Sponsor s Lawyer (HK) Auditor Internal Control Advisor Property Valuer HK Stock Exchange & SFC Underwriters Share registrar Printer Financial PR Listing application (2~3 months) Sponsor submit listing application Company prepares forecast for signed off by auditor with comfort letter All parties respond to queries from the HKSE Review prospectus and reply of queries, proceed listing hearing & approval Deliver all documents submitted to HKSE and SFC Roadshow & investor presentation Prepare announcements Marketing of IPO shares Handle IPO subscription & share reigstration Print prospectus Underwriting (1 month) Arrange roadshow & investor presentation 16 material

Pre-IPO Preparation

Usual problems encountered for listing Re-structure and re-organisation of the group; Cherry picking of group companies; clear delineation of business operations, assets, products and staff allocation; Any director or shareholder has an interest in a business which competes or may compete with the new applicant s business; Connected transactions; Tax issues; Business compliance issues legality of service contracts, loan contracts, etc. 18

Re-structure and re-organisation of the group Example: Shareholding and corporate structure of China Fiber Optic (3777) Immediately before the Reorganization After the Reorganization but before IPO

Problems with re-structure and re-organisation of the group Article 11 of The Regulations of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors ( Circular No. 10 ) 关 于 外 国 投 资 者 并 购 境 内 企 业 的 暂 行 规 定 第 十 一 条 VIE structure Variable interest entities have been used by non-chinese investors to get financial control of companies in industries that limit foreign ownership, such as telecoms. These tend to involve a domestic Chinese company with licenses to operate in a restricted sector, which is then controlled through a series of service agreements, rather than shares, by foreign investors. This structure is controversial and it is not yet clear how the PRC government s attitude towards allowing companies with VIE structure be listed overseas.

Problems with financial due diligence Change in pro forma accounting net profit as it the re-structuring had been carried out during the track record period; Inter-company accounts with excluded business; Financial analysis which discover significant change in receivable/payable turnover, gross profit ratio, operating expenses during the track record period; Sustainability of business and sufficiency of cash flow. 21

Marketability of IPO Shares Growth story - future plan & use of proceeds; Cash flow forecast; Cornerstone investor; and Reputation of sponsor.

Other issues Permits / Licenses & regulatory compliance Intellectual property rights Environmental protection Quality control of due diligence and content of prospectus

Consideration before taking action

Arrangement for listing and risk mitigation Positioning the company s business concept Consider the market trend and interest and investor s appetite; Listing work Select reputable and experienced listing team the listing exercise is performed by the team member, therefore, one should consider, not just the firm, but the particular responsible personnel as well; Before listing process begins, one should consult the listing professional about the feasibility of listing and the possible solutions to identifiable problems; Control of listing timetable, fees and progress.

Disclaimer This Presentation is just for the attendees reading and reference purpose. RAAB International Capital Limited ( RAAB ) and Euto Capital Partners Limited ( Euto ) owns the copyrights of the Presentation. Unless prior written consent is granted by RAAB, any party shall not copy, use, extract, reproduce, refer or use this Presentation or any part thereof in any manner. Further, the contents and information in this Presentation have not been verified by RAAB and Euto. RAAB and Euto is not responsible for the accuracy, completeness, legality, reliability and practicability. Any party shall rely on his own judgement to consider the contents of this Presentation. In the event that any party has suffered loss by relying upon the contents of this Presentation, RAAB and Euto, its directors, employees and agents shall not be held liable. The release of this Presentation shall in no event be regarded as the establishment non existence of consultant and client relationship. Only if the parties have entered into a legally binding agreement, RAAB and Euto can be regarded as consultant or other relevant roles. 26

Q&A Regina Wong Euto Capital Partners (formerly RAAB International Capital) Rooms 603-4, Wing On Centre, No. 111 Connaught Road Central, Hong Kong Tel: +852 3583 1983 Email: reginaysw@gmail.com 27