Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

China Logistics Property Holdings / Event-Driven

On the 29 December 2020, <a href="https://www.smartkarma.com/entities/china-logistics-property-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:22799:1" rel="noopener">China Logistics Property Holdings (1589 HK)</a> (CLPH) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1229/2020122901322.pdf" target="_blank" rel="noopener">announced</a> Li Shifa (chairman, holding ~28.2%) and RRJ Capital (~23.35%), were "conducting a preliminary strategic review of their stakes", indicating a possible change of control for the company. Shares gained 16.4% over the following three trading days. 
Fast forward to the 9 June,  and CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0609/2021060900007.pdf" target="_blank" rel="noopener">announced</a> a placement of 220mn new shares at a placing price of $3.54/share, an 18.24% discount to last close. This was arguably not the news the market was anticipating, and shares closed down ~20% at HK$3.45 versus a post-money book value of ~HK$3.90. 
That <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0617/2021061701380.pdf" target="_blank" rel="noopener">placement</a> was completed on the 17 June. Of interest, <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com Inc. (9618 HK)</a> bumped its stake to 10.11%, on a fully diluted basis, from 9.87% (pre-placement), becoming a substantial shareholder in the process as defined in the Listing Rules. With JD.com no longer considered part of the float - which excludes shareholders with ≥10% of a company's voting power -  CLPH was now in breach of Hong Kong's public float.
The takeaway at the time was that JD.com was making a clear point it was not supportive of the placement. In addition, Li and RRJ didn't participate in the placement. 
Then at the AGM on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0629/2021062901428.pdf" target="_blank" rel="noopener">29 June</a>, shareholders voted down the ordinary resolution giving CLPH's directors the mandate to purchase 10% of shares out. This was shortly followed by a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0707/2021070701481.pdf" target="_blank" rel="noopener">requisition for an EGM</a> from ESR Cayman (holding 18.1% of shares out) proposing four directors to the board. 
On the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0722/2021072201203.pdf" target="_blank" rel="noopener">22 July</a>, "substantial shareholders (s)" - without naming names - had indicated to CLPH its intention to assist the Company to restore the public float by disposing of its existing shares to independent third parties.
Curiously, CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0817/2021081701346.pdf" target="_blank" rel="noopener">announce</a>d on the 17 August that Li has entered into a call option to acquire a non-core office asset from CLPH.
<div>
Shares increased 14% yesterday on massive volume, before shares were suspended at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0826/2021082600505.pdf" target="_blank" rel="noopener">3.08pm</a> "pending the release of an announcement which contains inside information". 
<h3>The New News</h3>
CLPH <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0826/2021082601774.pdf" target="_blank" rel="noopener">announced</a> that Li was is in discussion with a potential purchaser of 26.38% of the total issued shares, which, if completed, may lead to a change in control and a mandatory general offer.
Shares are off 5% today as I type, on sizeable volume.
</div>
<div>
More below the fold.
</div>

On the 29 December 2020, China Logistics Property Holdings (1589 HK) (CLPH) announced Li Shifa (chairman, holding ~28.2%) and RRJ Capital (~23.35%), were "conducting a preliminary strategic review of their stakes", indicating a possible change of control for the company. Shares gained 16.4% over the following three trading days. 
Fast forward to the 9 June,  and CLPH announced a placement of 220mn new shares at a placing price of $3.54/share, an 18.24% discount to last close. This was arguably not the news the market was anticipating, and shares closed down ~20% at HK$3.45 versus a post-money book value of ~HK$3.90. 
That placement was completed on the 17 June. Of interest, JD.com Inc. (9618 HK) bumped its stake to 10.11%, on a fully diluted basis, from 9.87% (pre-placement), becoming a substantial shareholder in the process as defined in the Listing Rules. With JD.com no longer considered part of the float - which excludes shareholders with ≥10% of a company's voting power -  CLPH was now in breach of Hong Kong's public float.
The takeaway at the time was that JD.com was making a clear point it was not supportive of the placement. In addition, Li and RRJ didn't participate in the placement. 
Then at the AGM on the 29 June, shareholders voted down the ordinary resolution giving CLPH's directors the mandate to purchase 10% of shares out. This was shortly followed by a requisition for an EGM from ESR Cayman (holding 18.1% of shares out) proposing four directors to the board. 
On the 22 July, "substantial shareholders (s)" - without naming names - had indicated to CLPH its intention to assist the Company to restore the public float by disposing of its existing shares to independent third parties.
Curiously, CLPH announced on the 17 August that Li has entered into a call option to acquire a non-core office asset from CLPH.

Shares increased 14% yesterday on massive volume, before shares were suspended at 3.08pm "pending the release of an announcement which contains inside information". 
The New News
CLPH announced that Li was is in discussion with a potential purchaser of 26.38% of the total issued shares, which, if completed, may lead to a change in control and a mandatory general offer.
Shares are off 5% today as I type, on sizeable volume.


More below the fold.


China Logistics (1589 HK): More Talk On "Change Of Control"

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/china-logistics-property-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:22799:1" rel="noopener">China Logistics Property Holdings (1589 HK)</a>/CNLP is a leading provider of premium logistics facilities in China. As of 30 June 2021, CNLP had 179 logistics facilities in operation in 38 logistics parks located in logistics hubs in 19 provinces or centrally administered municipalities. After market close on Thursday, CNLP announced that Mr Li Shifa, the founder and the Chairman, is in discussions with a potential purchaser to sell his 26.38% stake in CNLP. If the transaction is completed, it may lead to a change in control and a mandatory general offer (MGO) under Rule 26.1 of the Takeovers Code. The announcement was in response to a Bloomberg article that claimed that <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> is in discussions to purchase Mr Li Shifa along with RRJ Capital’s stake in CNLP at a valuation of about $2 billion (implies a price of HK$4.48 per share). JD.com is the fourth-largest shareholder and represent 10.11% of the outstanding shares. Speculation on the fate of Mr Li Shifa and RRJ Capital’s stakes have been ongoing for several months. On 29 December 2020, CNLP announced that both Mr Li Shifa and RRJ Capital were conducting a preliminary strategic review of their stakes which could lead to a sale of all or part of the stakes. Press reports at that time suggested that Mr Li Shifa and RRJ Capital were looking for around HK$4.70 per share.If JD.com acquires Mr Li Shifa stake it will own 30% or more of the voting rights, which will trigger an MGO under Rule 26.1 of the Takeovers Code. Notably, JD.com is also CNLP’s largest customer accounting for 29.9% of total revenue in 2020.CNLP recently raised HK$767 million through a placement which completed on 17 June 2021. Post the placement, the public float of 24.02% was below the minimum level of 25% as prescribed by Rule 8.08(1)(a) of the Listing Rules. CNLP noted that it is in discussions with various substantial shareholders to place down their shares. <div class="content-highlight">We think the transaction is sensible for JD.com as it provides a quicker "buy" route than the "build" route to securing premium logistics facilities in China. We think that a deal will be struck as an agreement will be beneficial to both sides. At the last close price of HK$4.22, the gross spread to the potential MGO price of HK$4.48 per share implied by a $2 billion valuation is 6.2%. </div>

China Logistics Property Holdings (1589 HK)/CNLP is a leading provider of premium logistics facilities in China. As of 30 June 2021, CNLP had 179 logistics facilities in operation in 38 logistics parks located in logistics hubs in 19 provinces or centrally administered municipalities. After market close on Thursday, CNLP announced that Mr Li Shifa, the founder and the Chairman, is in discussions with a potential purchaser to sell his 26.38% stake in CNLP. If the transaction is completed, it may lead to a change in control and a mandatory general offer (MGO) under Rule 26.1 of the Takeovers Code. The announcement was in response to a Bloomberg article that claimed that JD.com Inc (ADR) (JD US) is in discussions to purchase Mr Li Shifa along with RRJ Capital’s stake in CNLP at a valuation of about $2 billion (implies a price of HK$4.48 per share). JD.com is the fourth-largest shareholder and represent 10.11% of the outstanding shares. Speculation on the fate of Mr Li Shifa and RRJ Capital’s stakes have been ongoing for several months. On 29 December 2020, CNLP announced that both Mr Li Shifa and RRJ Capital were conducting a preliminary strategic review of their stakes which could lead to a sale of all or part of the stakes. Press reports at that time suggested that Mr Li Shifa and RRJ Capital were looking for around HK$4.70 per share.If JD.com acquires Mr Li Shifa stake it will own 30% or more of the voting rights, which will trigger an MGO under Rule 26.1 of the Takeovers Code. Notably, JD.com is also CNLP’s largest customer accounting for 29.9% of total revenue in 2020.CNLP recently raised HK$767 million through a placement which completed on 17 June 2021. Post the placement, the public float of 24.02% was below the minimum level of 25% as prescribed by Rule 8.08(1)(a) of the Listing Rules. CNLP noted that it is in discussions with various substantial shareholders to place down their shares. We think the transaction is sensible for JD.com as it provides a quicker "buy" route than the "build" route to securing premium logistics facilities in China. We think that a deal will be struck as an agreement will be beneficial to both sides. At the last close price of HK$4.22, the gross spread to the potential MGO price of HK$4.48 per share implied by a $2 billion valuation is 6.2%. 

China Logistics Property’s Potential MGO from JD.com

China and US Equity Analyst

Roger Xie

Equity Bottom-Up

<ul>
<li>The long-awaited China A-share Index future finally received approval from regulators from both Hong Kong and China (<a href="https://www.hkex.com.hk/News/News-Release/2021/210820news?sc_lang=en" target="_blank" rel="noopener">news link</a>). The to-be-launched product is MSCI China A50 Connect Index, which is different from investors' expectation of MSCI China Index future. However, we still believe the move is a game changer for <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a> derivative business as investors' increasing exposure in China A-share cash equity market and index future. This will also put a direct competition pressure on <a href="https://www.smartkarma.com/entities/singapore-exchange-ltd" target="_blank" data-smartkarma-citation="entities:1047:1" rel="noopener">SGX (SGX SP)</a> as its popular FTSE A50 Index future accounting around 17% of its total revenue. We believe offshore investors would like to gradually shift their China A-share Index exposure to <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a> from <a href="https://www.smartkarma.com/entities/singapore-exchange-ltd" target="_blank" data-smartkarma-citation="entities:1047:1" rel="noopener">SGX (SGX SP)</a> </li>
<li>We estimate that ADV (Average Daily Volume) of MSCI China A50 Connect contract will be ramped up at 1.5-2.0x the volume of FTSE A50 at its launch, given the ADT (Average Daily Turnover) of stock connect northbound (China A-share cash equity market) has reached RMB 120bn. There is increasing demands from offshore investors for hedging and speculation. In a long-run, we believe ADV of MSCI China A50 could be more than 5x of ADV of FTSE A50 as offshore investors' exposure on China A-share cash equity grows. We expect the derivative business contribution to revenue at HKEx will likely grow to 25% from current 16%, which will reshape HKEx with more balanced revenue stream from both cash equity and derivative. </li>
<li>For 1H2021, <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a> delivered a broadly in-line results. It reported 2Q2021 profits of HK$2.77bn, down 7% year-over-year. Cash equity ADT was quite strong and up 31% year-over-year, but down 34% from 1Q 2021. But the derivatives business did not have the same volume pick-up with HK derivatives ADV -5% year-over-year and LME ADV -2% year-over-year. We are the believer that HKEx will play a key role on offshore China listings. Ongoing regulatory uncertainty is likely to accelerate the Chinese ADS' to diversify their listing risk and to benefit HKEx as a preferred offshore listing venue.  We forecast <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a> Securities ADT of HK$240bn in FY 21 (excluding Stock Connect Northbound volume)  and remain bullish on <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a>  and have TP HKD 550. </li>
</ul>


The long-awaited China A-share Index future finally received approval from regulators from both Hong Kong and China (news link). The to-be-launched product is MSCI China A50 Connect Index, which is different from investors' expectation of MSCI China Index future. However, we still believe the move is a game changer for HKEX (388 HK) derivative business as investors' increasing exposure in China A-share cash equity market and index future. This will also put a direct competition pressure on SGX (SGX SP) as its popular FTSE A50 Index future accounting around 17% of its total revenue. We believe offshore investors would like to gradually shift their China A-share Index exposure to HKEX (388 HK) from SGX (SGX SP) 
We estimate that ADV (Average Daily Volume) of MSCI China A50 Connect contract will be ramped up at 1.5-2.0x the volume of FTSE A50 at its launch, given the ADT (Average Daily Turnover) of stock connect northbound (China A-share cash equity market) has reached RMB 120bn. There is increasing demands from offshore investors for hedging and speculation. In a long-run, we believe ADV of MSCI China A50 could be more than 5x of ADV of FTSE A50 as offshore investors' exposure on China A-share cash equity grows. We expect the derivative business contribution to revenue at HKEx will likely grow to 25% from current 16%, which will reshape HKEx with more balanced revenue stream from both cash equity and derivative. 
For 1H2021, HKEX (388 HK) delivered a broadly in-line results. It reported 2Q2021 profits of HK$2.77bn, down 7% year-over-year. Cash equity ADT was quite strong and up 31% year-over-year, but down 34% from 1Q 2021. But the derivatives business did not have the same volume pick-up with HK derivatives ADV -5% year-over-year and LME ADV -2% year-over-year. We are the believer that HKEx will play a key role on offshore China listings. Ongoing regulatory uncertainty is likely to accelerate the Chinese ADS' to diversify their listing risk and to benefit HKEx as a preferred offshore listing venue.  We forecast HKEX (388 HK) Securities ADT of HK$240bn in FY 21 (excluding Stock Connect Northbound volume)  and remain bullish on HKEX (388 HK)  and have TP HKD 550. 


HKEx (388.HK): A-Share Index Future Launch, A Game Changer for HKEx Derivative Business

Global Emerging Market Equities, Propitious Research

Wium Malan, CFA

Global Emerging Market Equities

Independent, Fundamental Quantitative Research

Propitious Research

Fully independent, fundamental and quantitative equity research, focused on companies in the Telecommunication, Media, Technology, Internet and Healthcare sectors in the Global Emerging Markets. Idea generation focused on Quality stocks, trading below their intrinsic Value, with sound Corporate Governance.

<a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a>’s investment track record has been nothing short of remarkable, as is evidenced by the increase in the reported fair value of listed Investees, which has grown by 99%y/y to nearly RMB1.45trn as of 30 June 2021, contributing as much as 31% to Tencent’s market cap. These investments have also driven material income statement gains that account for the bulk of Tencent’s positive operating profit earnings surprises over the past 2 years. However, based on share price weakness experienced post the most recent reporting period, I estimate that the current fair market value of listed associates could have declined by 26%, or RMB378bn, which is also likely to have a materially adverse impact on reported income statement numbers for 3Q21. Given that Tencent is already facing very tough comps from its online gaming revenue segment, a negative impact to “Other gains, net” could provide for significant earnings miss in 3Q21 reported numbers. If we add to that the ongoing uncertainty around the Chinese regulatory environment and economic slowdown, we could see more short-term volatility in Tencent’s share price. The main caveat to this is that, with a resurgence of the Delta-variant and COVID-19 pandemic, we could see a near-term pickup in online gaming revenue as lockdowns intensify in China, which should be positive for Tencent’s near-term earnings outlook. Tencent currently trades on a 22.1x NTM PE ratio, which is roughly 2 standard deviations below its 5-year historical average trading range. Should we exclude Tencent’s Investees at fair value, I estimate that Tencent’s consolidated operations currently trade on only a 12.1x NTM PE ratio which remains an extremely attractive longer-term entry point to the consolidated operations that are expected to grow Net Operating Profit After Tax (NOPAT) at mid-teens levels from next year onwards, even if we factor in further near-term earnings downgrades, economic headwinds to the advertising segment, or an increase in tax rates for the online games segment.

Tencent (700 HK)’s investment track record has been nothing short of remarkable, as is evidenced by the increase in the reported fair value of listed Investees, which has grown by 99%y/y to nearly RMB1.45trn as of 30 June 2021, contributing as much as 31% to Tencent’s market cap. These investments have also driven material income statement gains that account for the bulk of Tencent’s positive operating profit earnings surprises over the past 2 years. However, based on share price weakness experienced post the most recent reporting period, I estimate that the current fair market value of listed associates could have declined by 26%, or RMB378bn, which is also likely to have a materially adverse impact on reported income statement numbers for 3Q21. Given that Tencent is already facing very tough comps from its online gaming revenue segment, a negative impact to “Other gains, net” could provide for significant earnings miss in 3Q21 reported numbers. If we add to that the ongoing uncertainty around the Chinese regulatory environment and economic slowdown, we could see more short-term volatility in Tencent’s share price. The main caveat to this is that, with a resurgence of the Delta-variant and COVID-19 pandemic, we could see a near-term pickup in online gaming revenue as lockdowns intensify in China, which should be positive for Tencent’s near-term earnings outlook. Tencent currently trades on a 22.1x NTM PE ratio, which is roughly 2 standard deviations below its 5-year historical average trading range. Should we exclude Tencent’s Investees at fair value, I estimate that Tencent’s consolidated operations currently trade on only a 12.1x NTM PE ratio which remains an extremely attractive longer-term entry point to the consolidated operations that are expected to grow Net Operating Profit After Tax (NOPAT) at mid-teens levels from next year onwards, even if we factor in further near-term earnings downgrades, economic headwinds to the advertising segment, or an increase in tax rates for the online games segment.

Tencent: Investees, the Potential for ST Earnings Miss, and an Attractive LT Entry Point

Overseas Chinese Equities, Aequitas Research

Ming Lu

Overseas Chinese Equities

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.

<ul>
<li>We believe "service" is more like main business than "direct sales".</li>
<li>We believe service revenue will grow by 46% in 2021 and 29% in 2022.</li>
<li>JD Logistics' IPO related expenses are one-time things. </li>
<li>We believe the stock has an upside of 38% for the end of 2021.</li>
</ul>


We believe "service" is more like main business than "direct sales".
We believe service revenue will grow by 46% in 2021 and 29% in 2022.
JD Logistics' IPO related expenses are one-time things. 
We believe the stock has an upside of 38% for the end of 2021.


JD.com (JD): 4Q21, Strong Service Revenue Matters

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 (9618 HK)

China Logistics (1589 HK): More Talk On "Change Of Control"

It is still a pre-event. There can no guarantee an Offer will be forthcoming. But shares are back down to the same level at the time of the...

David Blennerhassett

China Logistics Property’s Potential MGO from JD.com

CNLP announced that Mr Li Shifa is in discussions with a purchaser to sell his 26.38% stake, which may trigger an MGO. The gross spread to the...

Arun George

Tencent: Investees, the Potential for ST Earnings Miss, and an Attractive LT Entry Point

In this insight, we take a detailed look at Tencent’s listed Investees, their impact on valuation, and the potential for a near-term negative...

Wium Malan, CFA

JD.com (JD): 4Q21, Strong Service Revenue Matters

We believe "service" is more like main business than "direct sales". We believe service revenue will grow by 46% in 2021 and 29% in 2022. JD...

Ming Lu

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

China Logistics (1589 HK): More Talk On "Change Of Control"

It is still a pre-event. There can no guarantee an Offer will be forthcoming. But shares are back down to the same level at the time of the...

David Blennerhassett

China Logistics Property’s Potential MGO from JD.com

CNLP announced that Mr Li Shifa is in discussions with a purchaser to sell his 26.38% stake, which may trigger an MGO. The gross spread to the...

Arun George

HKEx (388.HK): A-Share Index Future Launch, A Game Changer for HKEx Derivative Business

We expect China A-share index future will reshape HKEx with more balanced revenue stream from both cash equity and derivative. We remain bullish on...

Roger Xie

Tencent: Investees, the Potential for ST Earnings Miss, and an Attractive LT Entry Point

In this insight, we take a detailed look at Tencent’s listed Investees, their impact on valuation, and the potential for a near-term negative...

Wium Malan, CFA

JD.com (JD): 4Q21, Strong Service Revenue Matters

We believe "service" is more like main business than "direct sales". We believe service revenue will grow by 46% in 2021 and 29% in 2022. JD...

Ming Lu