Chairman, sgtradex

Tan Chin-Hwee

Chairman

Thematic (Sector/Industry)

On March 31, Hong Kong’s Securities and Futures Appeals Tribunal largely upheld the findings of the Securities and Futures Commission (SFC) against Moody’sInvestors Service. Moody’s has received a public reprimand and an HK$11 million (S$1.9 million) fine for various failings related to a report issued in July of 2011 that searched for “red flags” on various issues for a number of Chinese companies. We, like many others in financial markets across the region, are perplexed both with the SFC’s prosecution of Moody’s and the tribunal’s decision. While the SFC probably feels that it has scored a victory for the market integrity of Hong Kong, it has instead stunted the development of the offshore debt market for Chinese companies,misallocated its own enforcement resources and, intentionally or not, let itself be seen as responding to negative commentary on companies that issue securities in Hong Kong.

On March 31, Hong Kong’s Securities and Futures Appeals Tribunal largely upheld the findings of the Securities and Futures Commission (SFC) against Moody’sInvestors Service. Moody’s has received a public reprimand and an HK$11 million (S$1.9 million) fine for various failings related to a report issued in July of 2011 that searched for “red flags” on various issues for a number of Chinese companies. We, like many others in financial markets across the region, are perplexed both with the SFC’s prosecution of Moody’s and the tribunal’s decision. While the SFC probably feels that it has scored a victory for the market integrity of Hong Kong, it has instead stunted the development of the offshore debt market for Chinese companies,misallocated its own enforcement resources and, intentionally or not, let itself be seen as responding to negative commentary on companies that issue securities in Hong Kong.

I have had the highest respect of SFC  but it may be a dark day for those who engage in the practice of financial research and due diligence with the controversial lawsuit by the regulator SFC in HK against the rating agency Moody's for their piece on China.Lawsuit come in just in time for the movie "10 Years" to achieve the top Movie Award-maybe the producers should have another segment in the Movie about Hong Kong's days as an international financial centre in the past to now a Chinese…

I have had the highest respect of SFC  but it may be a dark day for those who engage in the practice of financial research and due diligence with the controversial lawsuit by the regulator SFC in HK against the rating agency Moody's for their piece on China.Lawsuit come in just in time for the movie "10 Years" to achieve the top Movie Award-maybe the producers should have another segment in the Movie about Hong Kong's days as an international financial centre in the past to now a Chinese…

Moody's Vs SFC - A Dark Day for Hong Kong?

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.

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> has entered a trading halt “pending the release of an announcement relating to inside information and pursuant to the Codes on Takeovers and Mergers.” </li>
<li>It is likely that the controlling shareholder (Foo Family Trust), representing 74.94% of outstanding shares, is seeking to launch a privatisation through a Bermuda scheme. </li>
<li>While no disinterested shareholder holds a blocking stake, the headcount test necessitates an attractive offer. We estimate a potential offer price range of HK$7.53-19.44.</li>
</ul>



Soundwill Holdings (878 HK) has entered a trading halt “pending the release of an announcement relating to inside information and pursuant to the Codes on Takeovers and Mergers.” 
It is likely that the controlling shareholder (Foo Family Trust), representing 74.94% of outstanding shares, is seeking to launch a privatisation through a Bermuda scheme. 
While no disinterested shareholder holds a blocking stake, the headcount test necessitates an attractive offer. We estimate a potential offer price range of HK$7.53-19.44.


Soundwill Holdings (878 HK): Privatisation from the Controlling Shareholder?

<ul>
<li>In its final results on 30 January, the <a href="https://www.smartkarma.com/entities/hang-lung-properties-ltd" target="_blank" data-smartkarma-citation="entities:49:1" rel="noopener">Hang Lung Properties (101 HK)</a> board declared a final dividend of HK$0.60 per share, which can be paid in cash or by scrip.</li>
<li>The Chan family's share of outstanding shares has steadily increased from 53.15% in 2013 to 61.89%. The scrip dividend could increase the family to 63.57% of post-dividend outstanding shares. </li>
<li>The Chan family have plenty of headroom to chip away at minorities before breaching the 25% public float requirements. HPL’s valuation is undemanding, but a privatisation offer is unlikely.</li>
</ul>


In its final results on 30 January, the Hang Lung Properties (101 HK) board declared a final dividend of HK$0.60 per share, which can be paid in cash or by scrip.
The Chan family's share of outstanding shares has steadily increased from 53.15% in 2013 to 61.89%. The scrip dividend could increase the family to 63.57% of post-dividend outstanding shares. 
The Chan family have plenty of headroom to chip away at minorities before breaching the 25% public float requirements. HPL’s valuation is undemanding, but a privatisation offer is unlikely.


Hang Lung Properties (101 HK): Scrip Div Helps the Family to Chip Away at Minorities

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>On the 29th December 2023, <a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener">Kerry Logistics Network (636 HK)</a> (KLN) announced it would in-specie its entire 52.1% stake in <a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a>.</li>
<li>Given <a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a> holds a 51.5% stake in KLN, it will hold 26.8% in KET post-in-specie, triggering an unconditional MTO. The MTO price will be THB5.50/share. </li>
<li>Thai SFC approval has now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0205/2024020501935.pdf" target="_blank" rel="noopener">satisfied</a>.  The MTO should commence around the 13th Feb. with payment ~26th March. KLN, cum-entitlement to KEX, is the 19 Feb.</li>
</ul>


On the 29th December 2023, Kerry Logistics Network (636 HK) (KLN) announced it would in-specie its entire 52.1% stake in Kerry Express Thailand (KEX TB).
Given S.F. Holding (002352 CH) holds a 51.5% stake in KLN, it will hold 26.8% in KET post-in-specie, triggering an unconditional MTO. The MTO price will be THB5.50/share. 
Thai SFC approval has now been satisfied.  The MTO should commence around the 13th Feb. with payment ~26th March. KLN, cum-entitlement to KEX, is the 19 Feb.


Hong Kong

Kerry Properties is a world-class property development and investment company with significant investments in Hong Kong, Mainland China, and the Asia Pacific region. The company develops and manages premium residential, commercial, and mixed-use properties, and also owns and operates hotels. Kerry Properties is headquartered in Quarry Bay, Hong Kong, and was founded in 1978.

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Kerry Properties (683 HK)

Hong Kong Beats Moody's but Loses Big

On March 31, Hong Kong’s Securities and Futures Appeals Tribunal largely upheld the findings of the Securities and Futures Commission (SFC) against...

Tan Chin-Hwee

Moody's Vs SFC - A Dark Day for Hong Kong?

I have had the highest respect of SFC but it may be a dark day for those who engage in the practice of financial research and due diligence with...

Tan Chin-Hwee

Soundwill Holdings (878 HK): Privatisation from the Controlling Shareholder?

The controlling shareholder is likely considering a Bermuda scheme. While no disinterested shareholder holds a blocking stake, the headcount test...

Arun George

Hang Lung Properties (101 HK): Scrip Div Helps the Family to Chip Away at Minorities

The Chan family have plenty of headroom to chip away at minorities before breaching the 25% public float requirements. HPL’s valuation is...

Arun George

Kerry Express (KEX TB)'s MTO Update

KLN is inexpensive at a trailing 3.2x PER for its stub ops - ex-KET. The five-year average is 6.7x (incl KET). KLN is up 15% since the in-specie...

David Blennerhassett

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