Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

The role of lock-ups in IPOs is, as one journal <a href="https://www.jstor.org/stable/1262724?seq=1" target="_blank" rel="noopener">put it</a>, a "commitment device to alleviate moral hazard problems".
Lock-ups can be entered into and negotiated with underwriters, as is the case for secondary listings for <a href="https://www.smartkarma.com/entities/netease" target="_blank" data-smartkarma-citation="entities:29030:1" rel="noopener">NetEase (9999 HK)</a>, <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com (HK) (9618 HK)</a>, amongst others. For primary listings in Hong Kong, there are standard rules as to the lock-up duration.
According to <a href="https://en-rules.hkex.com.hk/rulebook/1007-0" target="_blank" rel="noopener">Main Board Rule 10.07(1)</a> (or <a href="https://en-rules.hkex.com.hk/rulebook/1316a" target="_blank" rel="noopener">GEM rule 13.16A(1)</a>), if a person/group of persons is/are listed as the controlling shareholder(s) of the issuer's listing application, shall not (apart from any offer of shares for sale discussed in the listing document):
<ol>
<li>dispose of shares (nor enter into agreements) in a period commencing on the date by reference to which disclosure of the shareholding of the controlling shareholder is made in the listing document and ending on the date which is 6 months from the date of listing (the “First Six-month Period”); and</li>
<li>dispose of shares in the period of 6 months commencing on the date on which the First Six-month Period expires, if immediately following such disposal that person or group of persons would cease to be a controlling shareholder (the “Second Six-month Period”).</li>
</ol>
An example of such wording can be found in Yadong's Group (1795 HK)'s (the most recent Main Board listing) "<a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1117/9515120/2020111700040.pdf" target="_blank" rel="noopener">Share Offer - Announcement of allotment results</a>".
For cornerstone investors, the following is often stated in the share offer document:
<blockquote>
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any time during the period of six months following the Listing Date, dispose of any of the Offer Shares it has purchased pursuant to the relevant Cornerstone Investment Agreement, save for certain limited circumstances ...
</blockquote>
Every week in my Event SPACE wrap, I flag large moves (~10%) in CCASS holdings over the past week or so, moves that are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 
Large movement(s) concerning recently listed companies are likely lock-up related. 
This insight looks at companies that have been listed for nearly six months or 12 months, as a guide to when insiders/controlling shareholders are permitted to sell, potentially depressing prices and creating an overhang.
A summary of Main Board listings in 2020 is attached at the bottom of this insight.

The role of lock-ups in IPOs is, as one journal put it, a "commitment device to alleviate moral hazard problems".
Lock-ups can be entered into and negotiated with underwriters, as is the case for secondary listings for NetEase (9999 HK), JD.com (HK) (9618 HK), amongst others. For primary listings in Hong Kong, there are standard rules as to the lock-up duration.
According to Main Board Rule 10.07(1) (or GEM rule 13.16A(1)), if a person/group of persons is/are listed as the controlling shareholder(s) of the issuer's listing application, shall not (apart from any offer of shares for sale discussed in the listing document):

dispose of shares (nor enter into agreements) in a period commencing on the date by reference to which disclosure of the shareholding of the controlling shareholder is made in the listing document and ending on the date which is 6 months from the date of listing (the “First Six-month Period”); and
dispose of shares in the period of 6 months commencing on the date on which the First Six-month Period expires, if immediately following such disposal that person or group of persons would cease to be a controlling shareholder (the “Second Six-month Period”).

An example of such wording can be found in Yadong's Group (1795 HK)'s (the most recent Main Board listing) "Share Offer - Announcement of allotment results".
For cornerstone investors, the following is often stated in the share offer document:

Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any time during the period of six months following the Listing Date, dispose of any of the Offer Shares it has purchased pursuant to the relevant Cornerstone Investment Agreement, save for certain limited circumstances ...

Every week in my Event SPACE wrap, I flag large moves (~10%) in CCASS holdings over the past week or so, moves that are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 
Large movement(s) concerning recently listed companies are likely lock-up related. 
This insight looks at companies that have been listed for nearly six months or 12 months, as a guide to when insiders/controlling shareholders are permitted to sell, potentially depressing prices and creating an overhang.
A summary of Main Board listings in 2020 is attached at the bottom of this insight.

Equity Analyst, LightStream Research

Supun Walpola

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Equity Capital Markets

<a href="https://www.smartkarma.com/entities/pinduoduo-inc" target="_blank" data-smartkarma-citation="entities:27250:1" rel="noopener">Pinduoduo (PDD US)</a> plans to raise around $5bn through an issue of ADS and convertible bonds. PDD will offer $1.75bn worth of 5-year bonds convertible from 2023-25 and around 22m ADS worth around $3bn (at the market price of $132.4 as of 17/11/2020).
Proceeds from the placement will be used to invest in agricultural logistics infrastructure and responsive manufacturing as a part of the company’s broader strategy to take on e-commerce giants like <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a> and <a href="https://www.smartkarma.com/entities/jd-com-inc-adr" target="_blank" data-smartkarma-citation="entities:446:1" rel="noopener">JD.com Inc (ADR) (JD US)</a> by tapping into the emerging online grocery shopping market.
In this note, we revisit our thesis on PDD ahead of the proposed placement.
PDD’s valuation looks bit of a stretch against Chinese e-commerce peers, however, not so much against other high-growth large-cap names. PDD’s share price has increased by more than 200% YTD and the momentum is still quite strong. With PDD potentially nearing profitability, we believe there could be further gains to be made on good news over the next few quarters. We would participate in the placement at the current valuation.

Pinduoduo (PDD US) plans to raise around $5bn through an issue of ADS and convertible bonds. PDD will offer $1.75bn worth of 5-year bonds convertible from 2023-25 and around 22m ADS worth around $3bn (at the market price of $132.4 as of 17/11/2020).
Proceeds from the placement will be used to invest in agricultural logistics infrastructure and responsive manufacturing as a part of the company’s broader strategy to take on e-commerce giants like Alibaba Group (BABA US) and JD.com Inc (ADR) (JD US) by tapping into the emerging online grocery shopping market.
In this note, we revisit our thesis on PDD ahead of the proposed placement.
PDD’s valuation looks bit of a stretch against Chinese e-commerce peers, however, not so much against other high-growth large-cap names. PDD’s share price has increased by more than 200% YTD and the momentum is still quite strong. With PDD potentially nearing profitability, we believe there could be further gains to be made on good news over the next few quarters. We would participate in the placement at the current valuation.  

Pinduoduo Placement: As Expensive As It May Seem, There Could Be More Upside

Global Emerging Market Equities, Propitious Research

Wium Malan, CFA

Global Emerging Market Equities

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> listed associates have continued their exceptional share price performance over the past 6 months, led by <a href="https://www.smartkarma.com/entities/meituan-dianping" target="_blank" data-smartkarma-citation="entities:26970:1" rel="noopener">Meituan (3690 HK)</a>, <a href="https://www.smartkarma.com/entities/pinduoduo-inc" target="_blank" data-smartkarma-citation="entities:27250:1" rel="noopener">Pinduoduo (PDD US)</a>  and <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com (HK) (9618 HK)</a>. I estimate that Tencent’s associates currently contribute c.23% to its market cap, which would imply that their consolidated operations are currently trading at only 23.1x rolling 12-month forward earnings.Please also refer to <a href="https://www.smartkarma.com/insights/tencent-a-closer-look-at-investees-reveals-a-discount-rating-and-future-value-unlock-potential" target="_blank" data-smartkarma-citation="insights:42361" rel="noopener">Tencent: A Closer Look at Investees Reveals a Discount Rating and Future Value Unlock Potential</a> for more detail on this analysis.

Tencent Holdings (700 HK) listed associates have continued their exceptional share price performance over the past 6 months, led by Meituan (3690 HK), Pinduoduo (PDD US)  and JD.com (HK) (9618 HK). I estimate that Tencent’s associates currently contribute c.23% to its market cap, which would imply that their consolidated operations are currently trading at only 23.1x rolling 12-month forward earnings.Please also refer to Tencent: A Closer Look at Investees Reveals a Discount Rating and Future Value Unlock Potential for more detail on this analysis.

Tencent: Listed Associates Continue to Outperform

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.

<a href="https://www.smartkarma.com/entities/pinduoduo-inc" target="_blank" data-smartkarma-citation="entities:27250:1" rel="noopener">Pinduoduo (PDD US)</a> is seeking to raise as much as $4.85 billion through an issue of shares and convertible note. Pinduoduo will offer $1,750 million five-year notes, which is callable and puttable from December 2023. Concurrently with the notes offering, Pinduoduo is also offering 22 million ADSs which is worth around $3.1 billion at the last close price of $142.03 per ADS. The funds will be invested in agricultural logistics infrastructure and responsive manufacturing to capitalise on the online migration of retail, in particular consumers desire to buy fresh grocery more conveniently and frequently. Pinduoduo’s newest business, Duo Duo Maicai, a next-day self pick-up grocery service, is a natural extension of its e-commerce model to agriculture.Pinduoduo is a rare beast – a China new economy company which lives up to the hype. The financial performance is heading in the right direction with the 3Q20 results showing a re-acceleration in revenue growth and narrowing losses. The balance sheet is strong with cash of RMB45,575 ($7.0 billion) and net cash (including lease liabilities and convertibles) of RMB36,723 ($5.6 billion) as of 3Q20. A successful offering will further add to Pinduoduo’s war chest to take on <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a> and <a href="https://www.smartkarma.com/entities/jd-com-inc-adr" target="_blank" data-smartkarma-citation="entities:446:1" rel="noopener">JD.com Inc (ADR) (JD US)</a>. <div class="content-highlight">We remain bullish on Pinduoduo’s prospects and believe that potential new antitrust rules curbing market dominance in China will benefit relatively smaller challengers like Pinduoduo. Our DCF-based price target is $165 per ADS, implying a 16% upside to the last close. Overall, we would participate in the placement.</div>

Pinduoduo (PDD US) is seeking to raise as much as $4.85 billion through an issue of shares and convertible note. Pinduoduo will offer $1,750 million five-year notes, which is callable and puttable from December 2023. Concurrently with the notes offering, Pinduoduo is also offering 22 million ADSs which is worth around $3.1 billion at the last close price of $142.03 per ADS. The funds will be invested in agricultural logistics infrastructure and responsive manufacturing to capitalise on the online migration of retail, in particular consumers desire to buy fresh grocery more conveniently and frequently. Pinduoduo’s newest business, Duo Duo Maicai, a next-day self pick-up grocery service, is a natural extension of its e-commerce model to agriculture.Pinduoduo is a rare beast – a China new economy company which lives up to the hype. The financial performance is heading in the right direction with the 3Q20 results showing a re-acceleration in revenue growth and narrowing losses. The balance sheet is strong with cash of RMB45,575 ($7.0 billion) and net cash (including lease liabilities and convertibles) of RMB36,723 ($5.6 billion) as of 3Q20. A successful offering will further add to Pinduoduo’s war chest to take on Alibaba Group (BABA US) and JD.com Inc (ADR) (JD US). We remain bullish on Pinduoduo’s prospects and believe that potential new antitrust rules curbing market dominance in China will benefit relatively smaller challengers like Pinduoduo. Our DCF-based price target is $165 per ADS, implying a 16% upside to the last close. Overall, we would participate in the placement.

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

<div><a href="https://www.smartkarma.com/entities/ke-holdings-inc" target="_blank" data-smartkarma-citation="entities:29213:1" rel="noopener">KE Holdings Inc (BEKE US)</a> (BEKE), a company backed by <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a>, <a href="https://www.smartkarma.com/entities/softbank-group-corp" target="_blank" data-smartkarma-citation="entities:315:1" rel="noopener">Softbank Group (9984 JP)</a> and Hillhouse, raised around US$2.1bn in its US listing in Aug 2020. It's now back to raise a similar amount. </div><div>We have covered the stock since its listing, links to our previous notes are below. In this insight, I'll run the deal through our ECM framework and talk about deal dynamics.</div><div>In my previous insight, I have looked at various aspects of the deal:</div><div><ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/insights/ke-holdings-beike-pre-ipo-the-positives-fast-growth-high-market-share" target="_blank" rel="noopener">KE Holdings/​Beike Pre-IPO - The Positives - Fast Growth, High Market Share</a>, </li>
<li><a href="https://www.smartkarma.com/insights/ke-holdings-beike-pre-ipo-the-negatives-questions-margins-p2p" target="_blank" rel="noopener">KE Holdings/​​Beike Pre-IPO - The Negatives - Questions, Margins, P2P</a></li>
<li><a href="https://www.smartkarma.com/insights/ke-holdings-beike-pre-ipo-recent-updates-peer-comparison" target="_blank" rel="noopener">KE Holdings/​​Beike Pre-IPO - Recent Updates, Peer Comparison</a></li>
<li><a href="https://www.smartkarma.com/insights/ke-holdings-beike-pre-ipo-thoughts-on-valuation-rumoured-valuation-might-be-a-stretch" target="_blank" rel="noopener">KE Holdings/​​​Beike Pre-IPO - Thoughts on Valuation, Rumoured Valuation Might Be a Stretch</a></li>
<li><a href="https://www.smartkarma.com/insights/ke-holdings-beike-ipo-can-t-see-much-upside" target="_blank" rel="noopener">KE Holdings/​​​​Beike IPO - Can’t See Much Upside</a></li>
<li><a href="https://www.smartkarma.com/insights/ke-holdings-beike-ipo-trading-we-would-be-sellers-if-it-pops" target="_blank" rel="noopener">KE Holdings/​​​​​Beike IPO Trading - We Would Be Sellers if It Pops</a></li>
</ul></div>

KE Holdings Inc (BEKE US) (BEKE), a company backed by Tencent Holdings (700 HK), Softbank Group (9984 JP) and Hillhouse, raised around US$2.1bn in its US listing in Aug 2020. It's now back to raise a similar amount. We have covered the stock since its listing, links to our previous notes are below. In this insight, I'll run the deal through our ECM framework and talk about deal dynamics.In my previous insight, I have looked at various aspects of the deal:

KE Holdings/​Beike Pre-IPO - The Positives - Fast Growth, High Market Share, 
KE Holdings/​​Beike Pre-IPO - The Negatives - Questions, Margins, P2P
KE Holdings/​​Beike Pre-IPO - Recent Updates, Peer Comparison
KE Holdings/​​​Beike Pre-IPO - Thoughts on Valuation, Rumoured Valuation Might Be a Stretch
KE Holdings/​​​​Beike IPO - Can’t See Much Upside
KE Holdings/​​​​​Beike IPO Trading - We Would Be Sellers if It Pops


KE Holdings/​​​​​Beike Placement - Too Much, Too Soon. Front Running the Lock-Up Expiry

China

JD.com Inc is an online direct sales company in China.  The Company offers a wide selection of products through its website and mobile applications.  JD.com sells appliances, computers, digital products, communication products, garments, books, and household items to consumers and vendors.

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JD.com Inc (ADR) (JD US)

Hong Kong IPOs: Lock-Up Expiries

A look at companies that have been listed for nearly six/12 months, as a guide to when insiders/controlling shareholders are permitted to sell,...

David Blennerhassett

Pinduoduo Placement: As Expensive As It May Seem, There Could Be More Upside

Pinduoduo (PDD US) plans to raise around $5bn through an issue of ADS and convertible bonds. In this note, we revisit our thesis on PDD ahead of...

Supun Walpola

Tencent: Listed Associates Continue to Outperform

Tencent’s associates currently contribute c.23% to its market cap, which would imply that their consolidated operations are currently trading at...

Wium Malan, CFA

Pinduoduo Placement: A Bigger War Chest

Pinduoduo is seeking to raise as much as $4.85 billion through an issue of shares and convertible note. We remain bullish on its prospects and we...

Arun George

KE Holdings/Beike Placement - Too Much, Too Soon. Front Running the Lock-Up Expiry

KE Holdings Inc (BEKE US), a company backed by Tencent Holdings (700 HK), Softbank Group (9984 JP) and Hillhouse, raised US$2.1bn in its US listing...

Sumeet Singh

Price Gauge

52-week Range

Market Cap (USDm)

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Hong Kong IPOs: Lock-Up Expiries

A look at companies that have been listed for nearly six/12 months, as a guide to when insiders/controlling shareholders are permitted to sell,...

David Blennerhassett

Pinduoduo Placement: As Expensive As It May Seem, There Could Be More Upside

Pinduoduo (PDD US) plans to raise around $5bn through an issue of ADS and convertible bonds. In this note, we revisit our thesis on PDD ahead of...

Supun Walpola

Tencent: Listed Associates Continue to Outperform

Tencent’s associates currently contribute c.23% to its market cap, which would imply that their consolidated operations are currently trading at...

Wium Malan, CFA

Pinduoduo Placement: A Bigger War Chest

Pinduoduo is seeking to raise as much as $4.85 billion through an issue of shares and convertible note. We remain bullish on its prospects and we...

Arun George

KE Holdings/​​​​​Beike Placement - Too Much, Too Soon. Front Running the Lock-Up Expiry

KE Holdings Inc (BEKE US), a company backed by Tencent Holdings (700 HK), Softbank Group (9984 JP) and Hillhouse, raised US$2.1bn in its US listing...

Sumeet Singh

KE Holdings/Beike Placement - Too Much, Too Soon. Front Running the Lock-Up Expiry