Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p><a href="https://www.smartkarma.com/entities/china-youzan-limited" target="_blank" data-smartkarma-citation="entities:11467:1" rel="noopener">China Youzan Limited (8083 HK)</a>, a provider of e-commerce and payment solutions for merchants, has <a href="https://www1.hkexnews.hk/listedco/listconews/gem/2021/0228/2021022800069.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Offer by way of a Scheme to take its GEM-listed shares private, then list 51.7%-held Youzan Technology on Hong Kong's mainboard.</p>
<p>Shareholders are offered HK$0.1352/share in cash plus 0.05077265 Youzan Technology shares for every China Youzan share held. All in, the <em>indicative</em> Offer price is HK$2.3088/share, a 30.2% <em>discount</em> to last close. China Youzan is up 283% in the past year, and 44% YTD prior to the offer. </p>
<p>The Offeror - China Youzan's CEO Zhu Ning -  will not increase the Scheme Consideration and does not reserve the right to do so.</p>
<p>Pre-conditions include SEHK approving Youzan Tech's listing; together with a handful of ordinary resolutions to be voted on by Disinterested Scheme shareholders at an SGM, none of which are expected to be cause for concern.</p>
<p>The Scheme vote is standard: at least 75% of Disinterested Scheme Shares voting FOR the Scheme &amp; not more than 10% of ALL Disinterested Scheme Shares against. China Youzan is incorporated in the Caymans so the headcount test applies. No single shareholder holds a blocking stake.</p>
<p>The in-specie ratio distribution of Youzan Tech is equivalent to the control ratio. The pushback, if any, <em>may</em> come from the fair value assigned to China Youzan's rump. </p>
<p>More below the fold.</p>

China Youzan Limited (8083 HK), a provider of e-commerce and payment solutions for merchants, has announced a pre-conditional Offer by way of a Scheme to take its GEM-listed shares private, then list 51.7%-held Youzan Technology on Hong Kong's mainboard.
Shareholders are offered HK$0.1352/share in cash plus 0.05077265 Youzan Technology shares for every China Youzan share held. All in, the indicative Offer price is HK$2.3088/share, a 30.2% discount to last close. China Youzan is up 283% in the past year, and 44% YTD prior to the offer. 
The Offeror - China Youzan's CEO Zhu Ning -  will not increase the Scheme Consideration and does not reserve the right to do so.
Pre-conditions include SEHK approving Youzan Tech's listing; together with a handful of ordinary resolutions to be voted on by Disinterested Scheme shareholders at an SGM, none of which are expected to be cause for concern.
The Scheme vote is standard: at least 75% of Disinterested Scheme Shares voting FOR the Scheme &amp; not more than 10% of ALL Disinterested Scheme Shares against. China Youzan is incorporated in the Caymans so the headcount test applies. No single shareholder holds a blocking stake.
The in-specie ratio distribution of Youzan Tech is equivalent to the control ratio. The pushback, if any, may come from the fair value assigned to China Youzan's rump. 
More below the fold.

China Youzan (8083 HK): Proposal Towards Relisting Youzan Tech

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<p>On 28 February, <a href="https://www.smartkarma.com/entities/china-youzan-limited" target="_blank" data-smartkarma-citation="entities:11467:1" rel="noopener">China Youzan Limited (8083 HK)</a> disclosed a privatisation offer from Mr Zhu Ning, the CEO. Mr Ning is taking private China Youzan through the distribution in-specie of Youzan Technology and a cash buyout of the payment business. China Youzan will distribute in-specie its equity holdings in Youzan Technology by offering 0.05077265 Youzan Technology share for every China Youzan share along with HK$0.1352 in cash per scheme share. Youzan Technology will be listed on the Main Board of the HKEx. </p><p>The total privatisation price of HK$2.3088 per share is 30.2% and 28.3% discount to the last trading date price of HK$3.31 (25 February 2021) and the last close price of HK$3.23, respectively. The key pre-conditions are HKEx listing approval for Youzan Technology and shareholder approval at the first SGM. The key conditions precedents are the headcount test and the scheme approved by at least 75% disinterested shareholders (&lt;10% disinterested shareholders rejection). The offeror and concert parties represent 4,020.8 million shares or 23.31% of shares outstanding. Disinterested scheme shareholders represent 13,239.3 million shares or 76.69% of shares outstanding, which implies the 10% blocking stake is 1,323.9 million shares or 7.67% of shares outstanding.</p><div class="content-highlight"><p>The privatisation offer is fair in both the distribution in-specie (distribution ratio in line with the control ratio) and the cash consideration (in line with the value of the payments business). The discrepancy between the privatisation bid and the current share price can be explained by Youzan Technology's potential standalone value as a listed entity. If Youzan Technology is valued at <a href="https://www.smartkarma.com/entities/shopify-inc-de74469e-4678-489b-9b50-a80a5790c5ef" target="_blank" data-smartkarma-citation="entities:25906:1" rel="noopener">Shopify Inc (SHOP US)</a>’s current trailing EV/Sales multiple of 53.5x (arguably the closest peer), it would imply a fair value of China Youzan of HK$3.54 per share. Overall, we believe that the privatisation bid will succeed due to the reasonable terms.  </p></div>

On 28 February, China Youzan Limited (8083 HK) disclosed a privatisation offer from Mr Zhu Ning, the CEO. Mr Ning is taking private China Youzan through the distribution in-specie of Youzan Technology and a cash buyout of the payment business. China Youzan will distribute in-specie its equity holdings in Youzan Technology by offering 0.05077265 Youzan Technology share for every China Youzan share along with HK$0.1352 in cash per scheme share. Youzan Technology will be listed on the Main Board of the HKEx. The total privatisation price of HK$2.3088 per share is 30.2% and 28.3% discount to the last trading date price of HK$3.31 (25 February 2021) and the last close price of HK$3.23, respectively. The key pre-conditions are HKEx listing approval for Youzan Technology and shareholder approval at the first SGM. The key conditions precedents are the headcount test and the scheme approved by at least 75% disinterested shareholders (&lt;10% disinterested shareholders rejection). The offeror and concert parties represent 4,020.8 million shares or 23.31% of shares outstanding. Disinterested scheme shareholders represent 13,239.3 million shares or 76.69% of shares outstanding, which implies the 10% blocking stake is 1,323.9 million shares or 7.67% of shares outstanding.The privatisation offer is fair in both the distribution in-specie (distribution ratio in line with the control ratio) and the cash consideration (in line with the value of the payments business). The discrepancy between the privatisation bid and the current share price can be explained by Youzan Technology's potential standalone value as a listed entity. If Youzan Technology is valued at Shopify Inc (SHOP US)’s current trailing EV/Sales multiple of 53.5x (arguably the closest peer), it would imply a fair value of China Youzan of HK$3.54 per share. Overall, we believe that the privatisation bid will succeed due to the reasonable terms.  

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Quantitative Analysis

<p>Following the <a href="https://www.smartkarma.com/entities/gamestop-corp-class-a" target="_blank" data-smartkarma-citation="entities:13790:1" rel="noopener">GameStop Corp Class A (GME US)</a> saga that has been all over the financial press (and is now spreading into the mainstream press), we have been getting questions on names in Hong Kong that could be prone to a squeeze.</p><p>We do not believe that retail players in Hong Kong have the heft that retail investors in the US do, nor are single stock options frequently used (though there is a lot of retail activity in warrants on large cap names), but the pain that is being felt in global portfolios could lead to unwinding in Hong Kong shorts too.</p><p>Some highly shorted stocks in Hong Kong that have seen prices jump today along with volume surge are <a href="https://www.smartkarma.com/entities/ping-an-healthcare-and-technology-company-limited" target="_blank" data-smartkarma-citation="entities:27008:1" rel="noopener">Ping An Healthcare and Technology Company Limited (1833 HK)</a>, <a href="https://www.smartkarma.com/entities/hang-seng-bank-ltd" target="_blank" data-smartkarma-citation="entities:24:1" rel="noopener">Hang Seng Bank (11 HK)</a>, <a href="https://www.smartkarma.com/entities/vitasoy-intl-holdings-ltd" target="_blank" data-smartkarma-citation="entities:2807:1" rel="noopener">Vitasoy Intl Holdings (345 HK)</a>, <a href="https://www.smartkarma.com/entities/china-literature-ltd" target="_blank" data-smartkarma-citation="entities:24388:1" rel="noopener">China Literature (772 HK)</a>, <a href="https://www.smartkarma.com/entities/bank-of-east-asia-ltd" target="_blank" data-smartkarma-citation="entities:341:1" rel="noopener">Bank of East Asia (23 HK)</a>, <a href="https://www.smartkarma.com/entities/mtr-corp" target="_blank" data-smartkarma-citation="entities:13289:1" rel="noopener">MTR Corp (66 HK)</a>, <a href="https://www.smartkarma.com/entities/want-want-china-holdings-ltd" target="_blank" data-smartkarma-citation="entities:355:1" rel="noopener">Want Want (151 HK)</a>, <a href="https://www.smartkarma.com/entities/samsonite-international-sa" target="_blank" data-smartkarma-citation="entities:12790:1" rel="noopener">Samsonite (1910 HK)</a> and <a href="https://www.smartkarma.com/entities/wharf-real-estate-investment" target="_blank" data-smartkarma-citation="entities:26031:1" rel="noopener">Wharf Real Estate Investment (1997 HK)</a>.</p><p>We identify more stocks that could be prone to short covering based on short interest as a percentage of issued shares, free float and in terms of days of ADV to cover.</p>

Following the GameStop Corp Class A (GME US) saga that has been all over the financial press (and is now spreading into the mainstream press), we have been getting questions on names in Hong Kong that could be prone to a squeeze.We do not believe that retail players in Hong Kong have the heft that retail investors in the US do, nor are single stock options frequently used (though there is a lot of retail activity in warrants on large cap names), but the pain that is being felt in global portfolios could lead to unwinding in Hong Kong shorts too.Some highly shorted stocks in Hong Kong that have seen prices jump today along with volume surge are Ping An Healthcare and Technology Company Limited (1833 HK), Hang Seng Bank (11 HK), Vitasoy Intl Holdings (345 HK), China Literature (772 HK), Bank of East Asia (23 HK), MTR Corp (66 HK), Want Want (151 HK), Samsonite (1910 HK) and Wharf Real Estate Investment (1997 HK).We identify more stocks that could be prone to short covering based on short interest as a percentage of issued shares, free float and in terms of days of ADV to cover.

Equity Capital Markets

<div><p><a href="https://www.smartkarma.com/entities/netjoy" target="_blank" data-smartkarma-citation="entities:29729:1" rel="noopener">Netjoy (2131 HK)</a> is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. At the proposed IPO price range of HK$5.56-7.08 per share, Netjoy will have a market cap of HK$4,448-5,664 million ($574-731 million). At the mid-point of the IPO price range, the total net proceeds are HK$1,166.6 million ($151 million). </p></div><div><p>Six cornerstone investors will subscribe for $39 million of the offer shares (23.91% of the offer shares at the mid-point of the price range). The cornerstone investors are Affin Hwang Asset Management, HSBC Global Asset Management, Pacific Asset Management, Seedlings Fund, <a href="https://www.smartkarma.com/entities/xiaomi-corp" target="_blank" data-smartkarma-citation="entities:24409:1" rel="noopener">Xiaomi Corp (1810 HK)</a> and SenseTime.</p></div><div><div><div class="content-highlight"><p>In <a href="https://www.smartkarma.com/insights/netjoy-ipo-initiation-joy-divisions" target="_blank" data-smartkarma-citation="insights:46112" rel="noopener">Netjoy IPO Initiation: Joy Divisions</a>, we stated that for investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. Overall, we would participate in the IPO due to an attractive IPO price range.</p></div></div></div>

Netjoy (2131 HK) is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. At the proposed IPO price range of HK$5.56-7.08 per share, Netjoy will have a market cap of HK$4,448-5,664 million ($574-731 million). At the mid-point of the IPO price range, the total net proceeds are HK$1,166.6 million ($151 million). Six cornerstone investors will subscribe for $39 million of the offer shares (23.91% of the offer shares at the mid-point of the price range). The cornerstone investors are Affin Hwang Asset Management, HSBC Global Asset Management, Pacific Asset Management, Seedlings Fund, Xiaomi Corp (1810 HK) and SenseTime.In Netjoy IPO Initiation: Joy Divisions, we stated that for investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. Overall, we would participate in the IPO due to an attractive IPO price range.

<p><a href="https://www.smartkarma.com/entities/netjoy" target="_blank" data-smartkarma-citation="entities:29729:1" rel="noopener">Netjoy (2131 HK)</a> is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. Netjoy has launched a Hong Kong IPO to raise net proceeds of HK$1,166.6 million ($150 million), at the mid-point of the IPO price range. </p><div class="content-highlight"><p>The IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. </p></div>

Netjoy (2131 HK) is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. Netjoy has launched a Hong Kong IPO to raise net proceeds of HK$1,166.6 million ($150 million), at the mid-point of the IPO price range. The IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. 

China

Weimob Inc. is a Chinese cloud-based business and marketing solutions provider, offering decentralized digital-transformation SaaS products and full-link growth services. The company provides various cloud service offerings, including Commerce Cloud, Marketing Cloud, and Sales Cloud, to assist businesses across industries such as e-commerce retail and commercial real estate. Weimob was founded in 2013 and is headquartered in Shanghai, China.

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Weimob (2013 HK)

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Arun George

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