Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte

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Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
Update on HK Capital Market
Landscape
National Public Offering Group
Edward Au, 10 January 2020 (Hong Kong)
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
Edward Au
                                                   Co-Leader, National Public Offering Group
                                                   Partner, Audit & Assurance
                                                   Phone: +852 2852 1266/ +852 9866 9539
                                                   Email:   edwau@deloitte.com.hk
                                                   Address: 35/F., One Pacific Plce, 88 Queensway, Admiralty

                                                   Edward Au has been Audit partner of Deloitte China since 2003 and has
                                                   extensive experience in auditing multinational corporations, public companies
                                                   and enterprises in Hong Kong, Singapore, the U.S., and the Chinese Mainland.
                                                   He focuses on the U.S. Generally Accepted Accounting Principles and
                                                   International Financial Reporting Standards, and the reporting matters related
                                                   to the U.S. Securities and Exchange Commission and Hong Kong Stock
                                                   Exchange.

                                                   He is also co-leader of National Public Offering Group of the China Firm and has
                                                   been actively involved in various debt and equity offering activities in Hong
                                                   Kong, the U.S., and Singapore. He is one of the firm’s spokespersons on issues
                                                   related to initial public offering.

                                                   Professional Qualification
                                                   • Certified public accountant in HK and the State of Washington, the U.S.
                                                   • Certified Practising Accountant of CPA Australia
                                                   • Fellow member of the Hong Kong Institute of Certified Public Accountants
                                                     (HKICPA)
                                                   • Fellow member of the Association of Chartered Certified Accountants (ACCA)
                                                   • Member of the American Institute of Certified Public Accountants (AICPA)
                                                   • Chartered Global Management Accountant (CGMA)

                                                   Public Appointments
                                                   • Council member of the HKICPA
                                                   • Deputy chairman of the HKICPA’s Corporate Finance Advisory Panel
                                                   • Audit committee of the HKICPA
                                                   • Audit committee of the Hong Kong Red Cross
                                                   • Member of the Investment Task Force of the Construction Industry Council
© 2020. For information, contact Deloitte China.                                                                                      2
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
Highlights

       • HK’s competitiveness as an
         international capital market
       • Regulatory scrutiny over
         listing applications
       • Benefits of listing regime
         reform
       • Prospective landscape on the
         HK capital market

© 2020. For information, contact Deloitte China.   3
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
2019 IPO Market Review ─
Global

© 2020. For information, contact Deloitte China.   4
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
Alibaba and Budweiser helped HK retain its crown jewel position in IPO
fundraising. More large deals pushed Nasdaq into 2nd place. Saudi Stock
Exchange jumped to 3rd due to Saudi Aramco’s IPO, the largest in
history. Postal Saving Bank of China’s IPO and the effect of new STAR
Market boosted Shanghai Stock Exchange to 4th.

IPO proceeds raised by the top five stock exchanges in 2019

          HK Stock                                 Nasdaq                 Saudi Stock             Shanghai Stock                    New York
          Exchange                                                     Exchange Tadawul             Exchange                     Stock Exchange
  164 new listings raising                  141 new listings raising    5 new listings raising   123 new listings raising        39 new listings raising
     HKD315.5 billion                          HKD215.7 billion           HKD207.8 billion          HKD207.2 billion               HKD182.3 billion

Source: Hong Kong Stock Exchange (HKEX), Saudi Stock Exchange Tadawul, New York Stock Exchange, Nasdaq, China Securities Regulatory Commission, Bloomberg
and Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 new issuers not completed by 31
December 2019.
Includes funds raised from listings of real estate investment trusts, but excludes proceeds raised from investment trust companies, closed-ended investment
companies, closed-ended funds and special purpose acquisition companies (SPACs).
© 2020. For information, contact Deloitte China.                                                                                                          5
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
Saudi Aramco, the largest IPO in history, and Alibaba, HK’s
   largest IPO in 2019, sent proceeds of the 5 largest global IPOs up
   by nearly 30%. HK had two IPOs in the Top 5.
                                                      2019                                                                2018
      450
                                 32
                             Shanghai                                               350
                                                45
      360
                               Stock                                                                      33
                             Exchange         HKEX                                  300
                                                         64                                            HKEX          39
                                                        NYSE            Saudi       250                           Deutsche       43
      270                                                                                                          Borse                              Tokyo
                                                                        Stock
                                                               101    Exchange                                                  HKEX                   Stock
                                                                                    200                                                      59
                 441                                                   Tadawul                                                                       Exchange
      180
                                                               HKEX                          339
                                                                                    150                                                     HKEX

                                                                                    100
        90                                                             200                                                                              165
                                                                                     50

         0                                                                             0
(HKD billion)                                                               (HKD billion)

   Source: HKEX, Saudi Stock Exchange Tadawul, New York Stock Exchange, China Securities Regulatory Commission, Deutsche Borse, Tokyo Stock Exchange,
   Bloomberg and Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 and December 2018
   new issuers not completed by 31 December 2019 and 31 December 2018 respectively.
   Includes funds raised from listings of real estate investment trusts, but excludes proceeds raised from investment trust companies, closed-ended investment
   companies, closed-ended funds and SPACs.
   © 2020. For information, contact Deloitte China.                                                                                                         6
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
2019 IPO Market Review ─
Hong Kong

© 2020. For information, contact Deloitte China.   7
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
HK retained its IPO fundraising crown in 2019

                                              IPO fundraising hit another post-2010 record high

                                                   1st tech IPO with a WVR structure completed
                                           W       secondary offering

                                                     More new economy IPOs

                                                   More pre-revenue biotech IPOs raised a higher proportion of
                                                   funds; 1st IPO of a pre-revenue medical device company

                                                   Offering scale from overseas companies
                                                   in HK grew

Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did
not complete by 31 December 2019
© 2020. For information, contact Deloitte China.                                                                                                           8
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
The HK IPO market posted stellar results in 2019 after the
debuts of several mega IPOs; IPO funds raised reached another
post-2010 peak

                                                                            Proceeds
                                                                                                                               2018
                                                                            +10%
                                                             No. of new                                             208
                                                              listings                                           new listings
                                            2019                                                                   raising
                                                               -21%                                            HKD286.6
                                                                                                                  billion
                                164
                           new listings
                             raising
                        HKD     315.5
                                 billion

                                            • Effect of new listing regime, volatility in global markets and overall
                                              economic slowdown reduced the number of GEM IPOs drastically.
                                            • The number of large to jumbo deals fell from 2018’s level. IPO
                                              proceeds of 2019 surpassed those of 2018 after the secondary
                                              offering of Alibaba raised a huge amount of funds.
Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did
not complete by 31 December 2019
© 2020. For information, contact Deloitte China.                                                                                                           9
Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
In 2019, the number of new economy IPOs rose 48%. Without
the support of mega IPOs, which boosted the market in 2018,
total proceeds slipped by 20%.
                                                        Industry distribution of new                     Industry distribution of new
                                2018                    economy IPOs (by number)                      economy IPOs (by proceeds raised)
                                                            2019                   2018                           2019                         2018
   2019
                                                              2%                        11%                          1%                          2%
                                 27                                                                                        25%                          19%

     40                   new listings                              40% 44%
                                                                                               26%
                                                                                                                                                              1%
                        HKD187.2
                                                    55%
new listings                                                                                                                          58%
                                                                                                                                                           20%
HKD150.0                   billion                                                     4%                  74%
                                                               3%                11% 4%
   billion
                                                                   Energy & Resources                             Financial Services
                                                                   Health Care & Pharmaceutical                   Industrial
                                                                   Property                                       Consumer Business
                                                                   TMT                                            Others
              Proceeds             20%              •     The TMT and health care & pharmaceutical sectors dominated new
            No. of new                                    economy IPOs by number.
             listings              48%              •     In 2019, the proportion of health care & pharmaceutical IPOs rose by
                                                          number and proceeds raised.
                                                    •     Nine pre-revenue biotech IPOs completed, up 80% from 2018.
                                                    •     Alibaba became the first overseas-listed issuer to raise a large pool of
                                                          funds in a Hong Kong secondary offering.

  Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did
  not complete by 31 December 2019
 © 2020. For information, contact Deloitte China.                                                                                                           10
Overview of HK IPO Market - 2019
                 The number of new listings hit a recent-year high in Q4 2019, but
                 funds raised remained below the level seen in Q4 2010 when AIA
                 and Agricultural Bank of China were listed.
                 Historical record high in proceeds raised                                Recent-year record in Q4 new listings
                                                                                                                                                             (HKD billion)
                 70                                                                                                                                                     300

                                                                                                                                                                   7
                 60
                                                                                                                                                                        250
                                                                                          12
                 50
                                                     3
                                    3                                                                                                        33 17 8                    200
Number of IPOs

                                                                                                                     13
                                                                                                                                        25

                                                                                                                                                                                 Proceeds
                 40                                                                                                           20                             1
                                                                                                                                                         5              150
                                                                                          49           8 5
                 30                                                                                                            19 20                              59
                                                                        5                          1                       10                 17
                                                2            2
                                                    47              3                                            7           29                                         100
                 20                                                         3                  4042 38 2
                                                                                               5             9                  16
                          2 37 0 2    3           3       5      27     5
                                                4 2                           6           3031     32
                                          18          1   16   24  2716161939 9
                                        23                                        22 20 18                                                                              50
                 10    00       1421         15         5                       11
                                                                                             20       20
                          13         10    26  10121310      18                        13
                       7 7    13                        6                    13
                  0                                                                                                                                                     0
                       Q1'09
                       Q2'09
                       Q3'09
                       Q4'09
                       Q1'10
                       Q2'10
                       Q3'10
                       Q4'10
                       Q1'11
                       Q2'11
                       Q3'11
                       Q4'11
                       Q1'12
                       Q2'12
                       Q3'12
                       Q4'12
                       Q1'13
                       Q2'13
                       Q3'13
                       Q4'13
                       Q1'14
                       Q2'14
                       Q3'14
                       Q4'14
                       Q1'15
                       Q2'15
                       Q3'15
                       Q4'15
                       Q1'16
                       Q2'16
                       Q3'16
                       Q4'16
                       Q1'17
                       Q2'17
                       Q3'17
                       Q4'17
                       Q1'18
                       Q2'18
                       Q3'18
                       Q4'18
                       Q1'19
                       Q2'19
                       Q3'19
                       Q4'19
                                                                                MB IPOs            GEM IPOs           IPO proceeds
                 Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did
                 not complete by 31 December 2019
                 © 2020. For information, contact Deloitte China.                                                                                                           11
Overview of HK IPO applications - 2019
There were fewer active or under processing applicants than in
2018. More applicants withdrew pending improvements in market
and economic conditions.
 Total no. of applications
                                                             300                                                      372                                19%
   received*
 IPO applications
   accepted and under
   processing                                                                119                     162                                                 27%

Lapsed applications
  (approved in principle                                                          74         66
  but stock not listed)                                                                                                                                  12%

 Rejected applications                                                           25           25                                                     0%

 Withdrawals
                                                                                  21          14                                                         50%

 Returned applications
                                                                                             0                                                       N/A
                                                                                     4

                                                                             2019                   2018
 Source: HKEX and Deloitte’s analysis as at 31 December 2019.
 *Includes investment vehicles applying for listing under Chapters 20 and 21 of the MB Listing Rules, applications for transfer from GEM to MB, applications
 deemed new under Rule 8.21C or Rule 14.84 of the MB Listing Rules, and very substantial acquisitions regarded as reverse takeovers under Rule 14.06(6) of the
 MB Listing Rules or Rule 19.06(6) of the GEM Listing Rules
© 2020. For information, contact Deloitte China.                                                                                                            12
Overview of HK IPO applications - 2019
Listing applications rejected remained high

                                       #1                        #8
Lack of commercial rationale                                     Failure by sponsor to
       for listing and thus no                                   satisfy independence
       genuine funding need                                      requirement

                               #2                                      #7
Unsupported valuation -                                                Failure to meet minimum
   forecasted P/E ratios                                               net profit requirements after
    higher than those of                           Suitability         excluding non-ordinary
          industry peers                                               course income
                                                       x
                               #3                  Eligibility         #6
             Packaging -
                                                                       Sustainability of business
 reorganization solely to
   meet listing eligibility
           requirements

                                       #4                         #5
       Deterioration of financial                                 Suitability of director/ person
                   performance                                    of substantial interest or
                                                                  controlling shareholder
© 2020. For information, contact Deloitte China.                                                    13
Overview of HK IPO applications - 2019
 SFC’s Active Front-loaded Regulation on IPO applications
                                                      The listing applicant,
                                                      which was engaged
                                                      in the transport
Case Withdrawn                                        business, chartered
                                                      a majority of its
The listing applicant was                             vehicles to a third-
    in the retail business,                           party, which was not
       and diversified into                           licensed to operate
  wholesaling during the                              them. The third-
       track record period                            party in turn
   (TRP). The documents                               instructed the
       with its application                           applicant to operate
     showed revenue rose                              the vehicles. Such an
        significantly in the                          operating
 previous year due to its                             arrangement
    marketing efforts and                             appeared to
    sales to a wholesaler,                            contravene the
          which on-sold its                           conditions of the
         products to an e-                            applicant’s vehicle
      commerce platform.                              operating license.
    Upon further enquiry,                             The operating
     the marketing efforts                            arrangement was
      only began near the                             terminated shortly
very end of the TRP, and                              after the end of the
  sales of its products on                            TRP.
          the e-commerce                             Case Lapsed
 platform were minimal.

 © 2020. For information, contact Deloitte China.                        14
Overview of HK IPO Market - 2019
The 5 largest IPOs were a mix of new and traditional economy
businesses. Alibaba sent funds raised up 18% to HKD178.5 billion
compared to just HKD151.9 billion in 2018.

2019
                       W
                   1. Alibaba - SW                  2. Budweiser       3. ESR Cayman             4. Shenwan      5. Hansoh Pharma
                   (HKD101.2 billion)              Brewing APAC         (HKD14.1 billion)    Hongyuan – H Shares   (HKD9.0 billion)
                                                   (HKD45.1 billion)                            (HKD9.1 billion)

2018
                                                      W                      W
                       1. China Tower -             2. XIAOMI-W          3. MEITUAN-W              4 . Ping An    5. Jiangxi Bank –
                           H Shares                (HKD42.6 billion)     (HKD33.1 billion)       Healthcare and        H Shares
                         (HKD58.8 billion)                                                        Technology         (HKD8.6 billion)
Source: HKEX and Deloitte’s analysis as at 31 December 2019.                                     (HKD8.8 billion)
© 2020. For information, contact Deloitte China.                                                                                  15
HK’s new secondary listing rules – Chapter 19C (Main Board)
In effect since 30 April 2018
 Chinese concept
      stocks

‘Innovative’ company?
(1) New technologies; (2) innovations; and/ or
(3) a new business model, which also serves to
differentiate the company from existing players

                                                                                 What is an ‘innovative’
Qualifying primary stock exchanges                                               company?
New York Stock Exchange, Nasdaq or London                                        • Its success is demonstrated to be
Stock Exchange’s Main Market (“premium” only)                                      attributable to the application, to
                                                                                   the company’s core business, of
                                                                                   (1), (2), and/ or (3);
Good track record of regulatory compliance                                       • R&D is a significant contributor
                                                                                   to its expected value and
At least two full financial years                                                  constitutes a major activity and
                                                                                   expense;
                                                                                 • Its success is demonstrated to be
Expected market capitalization at time of listing*                                 attributable to its unique
If below HKD40 billion at time of secondary listing, needs at least                features/ IP; and/ or;
HKD1 billion revenue in most recent audited financial year and                   • It has outsized market cap./
expected market capitalization at time of secondary listing of at                  intangible asset value relative to
least HKD10 billion.
                                                                                   its tangible asset value.

                                                                      Qualified to seek listing
 *19C.03 Rules 8A.04 to 8A.06 do not apply to a Qualifying Issuer       under Chapter 19C
 seeking a secondary listing under Chapter 19C.

 © 2020. For information, contact Deloitte China.                                                                 16
A concessionary secondary listing route
In effect since 30 April 2018
                                                                       Allows Qualifying Issuers with centers of gravity
                                                                       in Greater China to seek secondary listings
                                                                       Before the introduction of Chapter 19C, most Chinese concept
                                                                       stocks were allowed to seek primary dual listings in HK only.

                                                                       Automatic waivers
                                                                       Issuers can benefit from automatic waivers under Chapter
                                                                       19C, in particular being exempted from complicated rules
                                                                       related to connected transactions and others on disclosures of
                                                                       notifiable transactions, new share offerings, company reports
                                                                       and acquisitions.

                                                                       Key shareholder protection standards*
                                                                       Issuers do not have to alter their constitutional documents.
                                                                       However, they need to demonstrate they have met key
                                                                       shareholder protection standards.

                                                                       WVR arrangements*
                                                                       Issuers can list their existing weighted-voting rights structures
                                                                       and are not subject to shareholder protection requirements for
                                                                       shares with different voting rights that are applicable to new
                                                                       WVR issuers in HK (excluding disclosures).

                                                                       Contractual arrangements*
                                                                       Issuers can conduct secondary listings with their existing
                                                                       contractual arrangements, but must provide a PRC legal
                                                                       opinion that these arrangements comply with PRC laws, rules
                                                                       and regulations, as well as comply with the disclosure
                                                                       requirements.

*The rules only apply to Greater China issuers with primary listings on qualifying exchanges on or before 15 December 2017. Other issuers
may need to change their constitutional documents, WVR structures, or contractual arrangements to fulfill all the requirements under HK
listing rules or listing guidance.
© 2020. For information, contact Deloitte China.                                                                                            17
Overview of HK IPO market - 2019
  The proportion of overseas company IPOs grew in number and
  proceeds raised due to Budweiser Brewing APAC’s mega listing

               No. of IPOs by Location of Issuer                        Proceeds raised from international listings increased
                                                                        •   The percentage of Chinese Mainland IPOs grew 16
          13%                                                               percentage points from 44% to 60%. Representation of
                                                                            Hong Kong and Macau companies fell 17 percentage points
                                                   Chinese Mainland         to 27%.
                                                                        •   Proceeds raised from IPOs by Mainland companies reached
                                                   HK and Macau
27%                                                                         approximately HKD232.8 billion, about 74% of total
                                  60%              Overseas
                                                                            proceeds raised in the market, versus 95% (HKD271.5
                                                                            billion) in 2018.
                                                                        •   21 companies from Singapore, Malaysia, US, Thailand,
                                                                            Belgium and Germany raised a combined HKD48.35 billion
                                                                            in 2019. This was up considerably from the HKD4.32 billion
                      P/E Multiples of HK IPOs                              across 24 IPOs by international firms in 2018.

       4%                                          < 5x
                                                                         Nearly half of IPOs were priced at 10x-20x
    10%                                            5x - < 10x
 9%       18%                                                           •    46% of IPOs were priced at P/E ratios of 10x-20x, 6
                                                   10x - < 20x
 3%                                                                          percentage points more than the 40% in 2018.
                                                   20x - < 30x          •    22% of IPOs were priced at P/E ratios of at least 20x,
10%                                                                          13 percentage points fewer than the 35% in 2018.
                                                   30x -  40x                     was fell from 12% in 2018 to 9% in 2019.
                      46%                          Listings by way of
                                                   introduction/loss
Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did
not complete by 31 December 2019
© 2020. For information, contact Deloitte China.                                                                                                          18
HK IPO valuation analysis - 2019
More than half of the year’s IPOs were priced below the mid-
point or at the bottom of their price range.

                           2019                                                                   2018

                   3.7%                                                                          4.4%
                                                               Top of range
               1.3%   13.0%                                                                   0.5%   17.0%
                                                               Above mid-point of range

                                                               At mid-point of range
                                                   13.0%                                  29.8%
                                                               Below mid-point of range

                                                               At bottom of range                          17.0%
47.2%                                              7.5%        Below range

                                                               Fixed price
                                                                                                         9.8%
                                        14.3%                  Others                         21.5%

Source: HKEX and Deloitte’s analysis as at 31 December 2019.
© 2020. For information, contact Deloitte China.                                                                19
HK IPO deal size analysis – 2019
Average deal sizes on the MB and GEM were less than in 2018. The
former declined by 8% and the latter dropped a slight 4% from
HKD67.47 million to HKD64.64 million.
                                                                   Deal Size of HK MB’s IPOs
                                                      (excluding mega deals that raised at least US$1b each)
                                                   Large (USD1b - > USD0.5b)                             Medium (USD0.5b - > USD0.2b)
(HKD billion)                                                                                                                                                (HKD billion)

                                                                                                                                                   8%
                                                   Small (
Industry distribution of HK IPOs (by number) in 2019
The property sector surpassed other industries again. Consumer
business and TMT came in equal 2nd.
                                2019                                                      2018
                                                               Energy & Resources

                                         4%                                                    7%
                                                               Financial Services

              21%
                                          5%                                          17% 1%
                                                                                                    9%
                                                               Health Care &
                                                   11%         Pharmaceutical
                                                               Industrial                            8%

                                                    12%        Property
                                                                                                     10%
                                                                                    25%
     21%                                                       Consumer Business

                                                               TMT
                                         26%                                                23%
                                                               Others

Source: HKEX and Deloitte’s analysis as at 31 December 2019.
© 2020. For information, contact Deloitte China.                                                           21
Industry distribution of HK IPOs (by proceeds) in 2019
 TMT took lead and the retail sector trailed
2019
                                 Others           0                                                                                                          2%
                                     TMT                                                                                    122                               8%
             Consumer Business                                                           73                                                                           13%
                              Property                                    43                                                             38%
                                                                                                                                                Alibaba drove
                            Industrial                6                                                                                                                  2%
                                                                                                                                                 TMT sector
Health Care & Pharmaceutical                                            40                                                                         proceeds
                                                                                                                                                                       14%
                Financial Services                              25
             Energy & Resources                       7
                                                                                                                                                       23%
                           (HKD billion)     0-            20        40        60         80             100          120         140

       Energy & Resources             Financial Services         Health Care & Pharmaceutical            Industrial    Property     Consumer Business        TMT      Others
                                                                                                                                                                       2018
                                                                                    Others       0
                           4%
                             10%                                                      TMT                                                                  121
                                                                     Consumer Business                                        55
        Xiaomi and
   42% China Tower 13%                                                           Property                      27
       boosted TMT                                                             Industrial            4
       sector’s IPO 2%                                                                                                                       Source: HKEX, Deloitte’s analysis as at
                                                          Health Care & Pharmaceutical                                38                     31 December 2019; excludes proceeds
           funds   10%                                                                                                                       from the exercise of over-allotment
                                                                                                                                             options by December 2019 MB issuers
                                                                      Financial Services                        29                           which did not complete by 31
                                                                                                                                             December 2019
                        19%                                          Energy & Resources                  12
                                                                               (HKD billion) 0           20       40         60         80   100       120      140
 © 2020. For information, contact Deloitte China.                                                                                                                              22
Outlook for IPO markets in
2020

© 2020. For information, contact Deloitte China.   23
The Mainland and HK capital markets transformed rapidly in 2019 with
  more integration and internationalization. More developments are
  expected to open up more fundraising opportunities for different
  companies in 2020, especially those from the new economy.
               SSE STAR Market launched with                  The number of pre-revenue biotech IPOs
               marketization and a pilot registration-based   continued to grow in 2019, exceeding 2018’s level
               regime. Seventy companies listed over the      when the new listing regime was launched.
               year including a H-share issuer.
                                                              Internationalization of the A-share market
             The market has been concerned about how          continued to accelerate including stocks’ addition
            虚拟文字阅读参
             long the impact of the new board (STAR           to some foreign stock indices, the inclusion of
            考Market) can be sustained.                        STAR shares in Stock Connect regimes and the
            此处为虚拟文                                            launch of Shanghai-London Stock Connect.
            字,并非用于阅
             The State Council proposed a registration-
            读based regime and reform of ChiNext.              QFII and RQFII quotas were lifted. Foreign
                                                              investors were encouraged to participate in the
                                                              STAR Market.
               HKEX formed a commission dedicated to
               developing new offering mechanism/s that       The SSE STAR Market 50 Component Index
               is expected to complete within a year.         could be launched in 2020 and further
                                                              stimulate IPO activity.
               Priority work on optimizing the new listing
                                                              Strict IPO reviews have become the norm.
               regime as part of HKEX’s Strategic Plan
                                                              STAR applicants were rejected as well.
               2019-2021 is under the spotlight.

               Two WVR stocks were incorporated into HK       The CSRC announced reform of the H-share full-
               Stock Connect at last on 28 October 2019.      circulation scheme, allowing existing and future
               The market is looking forward to the           H-share issuers to convert all their domestic
               corporate WVR beneficiary consultation.        shares into H shares.

               A consultation on the addition of WVR          Some new NEEQ issuers withdrew delisting
               stocks to the Hang Seng Indices could be       applications amid anticipation of deeper bourse
               introduced in early 2020.                      reform.

© 2020. For information, contact Deloitte China.                                                                   24
Reform of full-circulation H shares to stimulate more share
conversions and flotations in HK
Interests of key and ordinary shareholders to be better aligned
                                                                                                           Distribution of Listed Companies
                                                                                                                     in HK in 2019
                                                                                                                MB                   GEM
                     Successful trial in 2018                                                                    7%
                                                                                                                   6%
                                                                                                                                            6%
                                                                                                                                                  1%
                     Three trial companies,                                                                         8%
                     namely Legend Holdings,
                     AviChina Industry and                               Full launch
                     Tech, Shandong Weigao
                                                                         Announced in                      79%
                     Group Medical Polymer                                                                                              93%
                                                                         November 2019
                                                                                                                      Listed H shares
                                                                                                                      Dually listed companies (A+H shares)
  Market Capitalization of Listed Companies                                                                           Listed red-chip stocks
                in HK in 2019                                                  Qualified H-                           Other listed companies
          MB                     GEM                                           share issuers*              Total: 2,071                Total: 378

                       17%                          3%

                                                                            Chinese companies               Convertible shares
                            14%                                             that plan to make H-
                                                                            share offerings in HK           1. Domestic shares held by
     69%                                                                                                       domestic shareholders prior to
                                                                                                               HK listings
                                                   97%                                                      2. Domestic shares issues in the
                         Listed H shares
                                                                                                               Mainland after HK listings
                         Listed H shares (A+H listed co.)                                                   3. Non-listed shares in circulation
                         Others                                                                                held by foreign shareholders
 Total: HKD38,058 billion                  Total: HKD107 billion
Source: HKEX and Deloitte’s analysis as at 31 December 2019.
*excludes dually listed companies that have A shares traded in a stock exchange in Shenzhen or Shanghai.
© 2020. For information, contact Deloitte China.                                                                                                     25
The average valuation gap between the MBs in HK and Shanghai
       continued to narrow sharply. Due to the limited number of STAR
       issuers, STAR stock P/E ratio remained high.

                        90

                        80

                        70
Average P/E Ratio (x)

                        60

                        50

                        40

                        30

                        20

                        10

                        0    Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19
                HK MB         10    11    11    11       11   12   9    10    10    10    11    11    13    14    15    16    12    13    11    10    12    11    11    13
                HK GEM        11    11    12    12       61   85   69   77    58    59    62    71    48    37    37    37    42    43    34    27    27    22    21    22
                SH A-share    11    10    11    16       19   21   15   18    15    14    15    16    17    17    18    18    18    15    14    13    16    14    14    14
                SH STAR        0     0     0     0       0    0    0    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     74    74
                SZ A-share    26    26    32    35       46   55   39   53    42    41    42    42    40    36    38    37    33    27    23    20    26    23    24    26

       Source: HKEX, Shanghai Stock Exchange and Deloitte’s analysis as at 31 December 2019.
      © 2020. For information, contact Deloitte China.                                                                                                                  26
Outlook for HK IPO Market in
2020

© 2020. For information, contact Deloitte China.   27
Industry distribution of active HK listing applications in 2019 (by
number)
The number of MB and GEM applications declined from 2018’s
level. Property, consumer and TMT businesses represented the
majority of MB IPO applicants. Consumer companies represented
half of GEM applications.
                                MB                                                             GEM
                                                                  Consumer Business

                                                                  Energy &
                        8%                                        Resources
                                                                                              3%
                                                   24%            Financial Services    17%
        13%
                                                                  Property

                                                                  TMT                  7%
                                                      3%                                                     50%
                                                      4%          Manufacturing
     24%                                                                               13%
                                                                  Health Care &
                                                                  Pharmaceutical
                                         24%                      Others                     7% 3%

                                                   No. of applications: 119                    No. of applications: 30
Source: HKEX and Deloitte‘s analysis as at 31 December 2019.

© 2020. For information, contact Deloitte China.                                                                    28
Number of active listing applications in HK by overseas companies in
2019
Singapore companies continued to dominate overseas company HK
listing applications. Most overseas applicants were from the consumer
sector.
                                                             MB                                            GEM

                                                           5%                Canada
                                                                                                                 25%
                                                                             Malaysia
                                                                     42%
  By overseas market                                                                              50%
                                                                             Singapore
                                                   53%
                                                                             Philippines
                                                                                                                 25%

                                                          5%                 Consumer Business
                                                        5%
                                                                             Energy & Resources     25%          25%

                                                                             Financial Services
  By industry sector of                                               53%
  overseas applicants                              37%                       Property

                                                                             TMT                    25%          25%
                                                                             Manufacturing

                                                   No. of applications: 19                         No. of applications: 4
Source: HKEX and Deloitte's analysis as at 31 December 2019.
© 2020. For information, contact Deloitte China.                                                                            29
Deloitte has a positive outlook for the HK IPO market in 2020

                                            1.                                          8.   Reform of new offering
                                                                                             mechanism
           Inclusion of 2 WVR
      stocks in Stock Connect

                                                                                                           7.
                         2.                                                                               Proposal on limited
                                                                                                          partnerships for
Secondary offering                                                                                        private equity funds
       by US-listed
Chinese tech giant
   with WVR in HK                                             About 160 IPOs
                                                                  to raise
                                                               HKD220-250                                  6.
                                                                  billion                                  Potential
                      3.                                                                                   consultation on
                                                                                                           corporate WVR
  Launch of reform
                                                                                                           beneficiaries
  in full-circulation
         of H shares
                                                                                    Forecast of
                                                                                       2020
                  Biotech IPOs
                              4.                                                                  5. Research  on
                                                                                                     inclusion of WVR
Source: HKEX, Deloitte’s estimates. The final figures of 2020 are to be driven by
                                                                                                       shares in Hang
factors including the macro-economic and geopolitical developments over the year.                      Seng Indices
© 2020. For information, contact Deloitte China.                                                                             30
Q&As

© 2020. For information, contact Deloitte China.   31
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