Forensic Analyst

Jason Yap, CFA

Forensic Accounting

In recent months, <a href="https://www.smartkarma.com/entities/nio-inc" target="_blank" data-smartkarma-citation="entities:27399:1" rel="noopener">NIO Inc (NIO US)</a> announced record vehicle deliveries and ambitious domestic and international expansion plans.  These developments highlight the significant progress it made compared to early 2020 when it appeared to be on the verge of bankruptcy.  This article discusses the Hefei Investors' emergency funding which facilitated Nio Inc's subsequent business and share price turnaround but subjected ADR holders to certain risks including, amongst others, structural subordination in terms of their claim on the key operating assets in China.

In recent months, NIO Inc (NIO US) announced record vehicle deliveries and ambitious domestic and international expansion plans.  These developments highlight the significant progress it made compared to early 2020 when it appeared to be on the verge of bankruptcy.  This article discusses the Hefei Investors' emergency funding which facilitated Nio Inc's subsequent business and share price turnaround but subjected ADR holders to certain risks including, amongst others, structural subordination in terms of their claim on the key operating assets in China.

Nio Inc – Structural Subordination to Hefei Investors and Associated Risks

Asian Insight Provider - Actionable ideas, CrossASEAN Research

Henry Soediarko

Asian Insight Provider - Actionable ideas

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Equity Bottom-Up

The bloodbath in Hong Kong and H-shares in the first week of July 2021 was mainly caused by the perceived worsening corporate governance to invest in Chinese companies as the Chinese regulator has gone more draconian on the new listing of the Chinese companies, especially for tech companies.  This will inevitably put downward pressure on the share prices of the tech companies but it will increase trading volume in the HK exchange, on the short term basis at least. In the long term, <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> may be the only Exchange approved by the Chinese government for Chinese companies to raise money from foreign investors. Maintain Buy.

The bloodbath in Hong Kong and H-shares in the first week of July 2021 was mainly caused by the perceived worsening corporate governance to invest in Chinese companies as the Chinese regulator has gone more draconian on the new listing of the Chinese companies, especially for tech companies.  This will inevitably put downward pressure on the share prices of the tech companies but it will increase trading volume in the HK exchange, on the short term basis at least. In the long term, HKEX (388 HK) may be the only Exchange approved by the Chinese government for Chinese companies to raise money from foreign investors. Maintain Buy. 

HK Exchange (388): Beneficiary of HK Tech Crack Down

Consumer Discretionary / Industrials

Henry Kwon

TSP has underperformed NASDAQ by 24.15% since June 30, while other Autonomous Driving Truck themed SPACs HCIC (merger announced with Plus AI) and NGAB (merger announced with Embark Trucks) have underperformed the Index by 1.86 and 1.87%, respectively in the same period. While we would not expect SPACs to begin reflecting the market's sentiment until official shareholder approval is obtained for SPAC mergers, both TSLA and NKLA have not shown similar degrees of underperformance with TSP since the DIDI oversight announcement took place last week, so the degree of TSP's underperformance aligns much more closely with those of NIO and XPEV.To be sure, TSP does have a VIE structure for its China business and that is what we think the market has just noticed in the past week as it ponders the long term implications of the current government oversight issues faced by overseas-listed Chinese stocks (U.S. companies conducting business in China tend to do so via either VIEs or JVs due to regulatory bars). This clearly is not good for TSP's current narrative in the market, but actually TSP is an American company, incorporated and headquartered in the U.S. (Not Cayman Islands) with the U.S. trucking market being its core center of value creation, which should be an overwhelming note of thematic positive at this point in time.In our view, TSP's narrative in the market has failed to maximize its positioning potential in the minds of U.S. investors since its April IPO. By highlighting its owned freight capacity and partnership with Navistar TSP merely highlighted structurally lower potential margins when compared to a pure SaaS provider with universal interface such as Embark Trucks. In the face of mounting concerns over rising Sino-American tensions, the stock was positioned as a China expansion play, while 71% of its owned fleet capacity is in the U.S. with a far bigger proportion of expected revenue growth coming from the U.S. in the foreseeable future, which is in fact what the Navistar partnership should signal to the market. While the trade-off is that TSP is (at least for now, anyways) a captive supplier to Navistar with the attendant margin implications, this implication is not as glaring on a casual glance through TSP's presentation materials and the issue normally should not come into play until at least scaling up is well under way.The short term trading implications for TSP's shares that we see are:<ul>
<li>
Bullish Short Term Scenario: TSP closed below its 50% Fibonacci Retracement level of $55.99 on Friday, at $55.01. If the shares can close above its 10-day EMA of $58.43, then $61.61 at the 38.2% Fibonacci Retracement level can come into play.</li>
<li>
Bearish Short Term Scenario: MACD is showing a bearish posture with RSI at 51.07, suggesting there could be further downside risk from current levels. 50-DMA sits at $45.84, below the 61.8% Fibonacci Retracement level of $50.36. These are likely to be the first support zones.</li>
</ul>Given TSP's short trading history, there are currently no set historical trading ranges, so we would use the Fibonacci retracement for loosely gauging where potential resistance/support zones could be at this point in time.

TSP has underperformed NASDAQ by 24.15% since June 30, while other Autonomous Driving Truck themed SPACs HCIC (merger announced with Plus AI) and NGAB (merger announced with Embark Trucks) have underperformed the Index by 1.86 and 1.87%, respectively in the same period. While we would not expect SPACs to begin reflecting the market's sentiment until official shareholder approval is obtained for SPAC mergers, both TSLA and NKLA have not shown similar degrees of underperformance with TSP since the DIDI oversight announcement took place last week, so the degree of TSP's underperformance aligns much more closely with those of NIO and XPEV.To be sure, TSP does have a VIE structure for its China business and that is what we think the market has just noticed in the past week as it ponders the long term implications of the current government oversight issues faced by overseas-listed Chinese stocks (U.S. companies conducting business in China tend to do so via either VIEs or JVs due to regulatory bars). This clearly is not good for TSP's current narrative in the market, but actually TSP is an American company, incorporated and headquartered in the U.S. (Not Cayman Islands) with the U.S. trucking market being its core center of value creation, which should be an overwhelming note of thematic positive at this point in time.In our view, TSP's narrative in the market has failed to maximize its positioning potential in the minds of U.S. investors since its April IPO. By highlighting its owned freight capacity and partnership with Navistar TSP merely highlighted structurally lower potential margins when compared to a pure SaaS provider with universal interface such as Embark Trucks. In the face of mounting concerns over rising Sino-American tensions, the stock was positioned as a China expansion play, while 71% of its owned fleet capacity is in the U.S. with a far bigger proportion of expected revenue growth coming from the U.S. in the foreseeable future, which is in fact what the Navistar partnership should signal to the market. While the trade-off is that TSP is (at least for now, anyways) a captive supplier to Navistar with the attendant margin implications, this implication is not as glaring on a casual glance through TSP's presentation materials and the issue normally should not come into play until at least scaling up is well under way.The short term trading implications for TSP's shares that we see are:

Bullish Short Term Scenario: TSP closed below its 50% Fibonacci Retracement level of $55.99 on Friday, at $55.01. If the shares can close above its 10-day EMA of $58.43, then $61.61 at the 38.2% Fibonacci Retracement level can come into play.

Bearish Short Term Scenario: MACD is showing a bearish posture with RSI at 51.07, suggesting there could be further downside risk from current levels. 50-DMA sits at $45.84, below the 61.8% Fibonacci Retracement level of $50.36. These are likely to be the first support zones.
Given TSP's short trading history, there are currently no set historical trading ranges, so we would use the Fibonacci retracement for loosely gauging where potential resistance/support zones could be at this point in time.

TSP: SaaS Provider or Trucker, American or Chinese? Identity Crises in the Making

NIO closed down at $46.03 (-8.47%), breaking through both its 10-day EMA ($48.51) and 21-day EMA ($46.64). The 38.2% Fibonacci Retracement ($49.49) which used to be support, has now become resistance. In the wake of the Cyberspace Administration of China's removal order to app stores of the Didi Chuxing app citing issues with Didi's personal information collection and usage, U.S.-listed China stocks have been showing weakness following the 4th of July holiday weekend. We see three major market concerns as they specifically apply to NIO at this point:<ul>
<li>
VIE Structure Risk: NIO is, strictly speaking, a Cayman Islands offshore entity with ADS listed in the U.S. having a VIE structure in China. The market could be concerned that the listed shares of NIO in the U.S. are not actually shares in the operational entities in China, and legal loopholes that have allowed this structure to persist in the past may be addressed by the Chinese government in the near future. Historically we do not believe this was a potential risk that was priced into NIO's shares.
</li>
<li>
U.S. Regulatory Risk: The SEC has already adopted measures to require stricter disclosure for U.S.-listed Chinese firms under the Holding Foreign Companies Accountable Act enacted during the Trump Administration (<a href="https://www.sec.gov/news/press-release/2021-53" target="_blank" rel="noopener">https://www.sec.gov/news/press-release/2021-53</a>). The Biden Administration has not backtracked on the Trump Administration's basic policy direction and the June 3 Executive Order that goes into effect on August 2 will prohibit U.S. investors from investing in 59 Chinese companies "in a targeted manner - U.S. investments in Chinese companies that undermine the security or democratic values of the United States and our allies."(<a href="https://www.whitehouse.gov/briefing-room/statements-releases/2021/06/03/fact-sheet-executive-order-addressing-the-threat-from-securities-investments-that-finance-certain-companies-of-the-peoples-republic-of-china/" target="_blank" rel="noopener">https://www.whitehouse.gov/briefing-room/statements-releases/2021/06/03/fact-sheet-executive-order-addressing-the-threat-from-securities-investments-that-finance-certain-companies-of-the-peoples-republic-of-china/</a>). As U.S.-listed Chinese stocks now seem like they are caught between a rock and a hard place, investors may become wary about bottom fishing so long as the de-listing risk theme is alive in the market.</li>
<li>
Concerns about June Auto Demand in China and what it may imply for 2H21: According to media reports, CAAM expects to see 1.93m units of vehicle sales (-9.3% MoM, -16.1% YoY) in June (see <a href="https://www.reuters.com/business/autos-transportation/chinas-auto-sales-likely-fall-16-june-trade-body-says-2021-07-05/" target="_blank" rel="noopener">https://www.reuters.com/business/autos-transportation/chinas-auto-sales-likely-fall-16-june-trade-body-says-2021-07-05/</a>). The figures refer to combined PV and CV sales based on the expected YoY drop, which implies that we are likely to see June SAAR falling to 24.4m units (-15.6% MoM, -18.2% YoY). If June sales comes in at the 1.93m units that media reports have attributed to CAAM, then it would suggest that China demand may be showing decline, not just decelerating growth.</li>
</ul>NIO's ascending channel was broken today. The 50% Fibonacci Retracement level sits at $44.08 while the 200 DMA currently sits at $42.29. With RSI at 51 as of close, there is still technical room for a further drop based on our observation. If the 50% Fibonacci Retracement level holds, then first resistance would likely come in at the $46-48 zone.

NIO closed down at $46.03 (-8.47%), breaking through both its 10-day EMA ($48.51) and 21-day EMA ($46.64). The 38.2% Fibonacci Retracement ($49.49) which used to be support, has now become resistance. In the wake of the Cyberspace Administration of China's removal order to app stores of the Didi Chuxing app citing issues with Didi's personal information collection and usage, U.S.-listed China stocks have been showing weakness following the 4th of July holiday weekend. We see three major market concerns as they specifically apply to NIO at this point:

VIE Structure Risk: NIO is, strictly speaking, a Cayman Islands offshore entity with ADS listed in the U.S. having a VIE structure in China. The market could be concerned that the listed shares of NIO in the U.S. are not actually shares in the operational entities in China, and legal loopholes that have allowed this structure to persist in the past may be addressed by the Chinese government in the near future. Historically we do not believe this was a potential risk that was priced into NIO's shares.


U.S. Regulatory Risk: The SEC has already adopted measures to require stricter disclosure for U.S.-listed Chinese firms under the Holding Foreign Companies Accountable Act enacted during the Trump Administration (https://www.sec.gov/news/press-release/2021-53). The Biden Administration has not backtracked on the Trump Administration's basic policy direction and the June 3 Executive Order that goes into effect on August 2 will prohibit U.S. investors from investing in 59 Chinese companies "in a targeted manner - U.S. investments in Chinese companies that undermine the security or democratic values of the United States and our allies."(https://www.whitehouse.gov/briefing-room/statements-releases/2021/06/03/fact-sheet-executive-order-addressing-the-threat-from-securities-investments-that-finance-certain-companies-of-the-peoples-republic-of-china/). As U.S.-listed Chinese stocks now seem like they are caught between a rock and a hard place, investors may become wary about bottom fishing so long as the de-listing risk theme is alive in the market.

Concerns about June Auto Demand in China and what it may imply for 2H21: According to media reports, CAAM expects to see 1.93m units of vehicle sales (-9.3% MoM, -16.1% YoY) in June (see https://www.reuters.com/business/autos-transportation/chinas-auto-sales-likely-fall-16-june-trade-body-says-2021-07-05/). The figures refer to combined PV and CV sales based on the expected YoY drop, which implies that we are likely to see June SAAR falling to 24.4m units (-15.6% MoM, -18.2% YoY). If June sales comes in at the 1.93m units that media reports have attributed to CAAM, then it would suggest that China demand may be showing decline, not just decelerating growth.
NIO's ascending channel was broken today. The 50% Fibonacci Retracement level sits at $44.08 while the 200 DMA currently sits at $42.29. With RSI at 51 as of close, there is still technical room for a further drop based on our observation. If the 50% Fibonacci Retracement level holds, then first resistance would likely come in at the $46-48 zone.

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.

Equity Capital Markets

Alibaba Group Holding  / Equity Capital Markets

In our previous note <a href="https://www.smartkarma.com/insights/china-adrs-kanzhun-full-truck-and-didi-regulators-sending-a-message" target="_blank" rel="noopener">China ADRs - Kanzhun, Full Truck and Didi - Regulators Sending a Message,</a> we spoke about the recent crackdown on the three US listed firms. Since then more news has been coming in along the same theme of a general crackdown on overseas listings for Chinese companies. 
<div>
We have looked at the ADRs in the past, in our previous notes:
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/insights/china-adrs-secondary-listing-deep-dive-yin-and-yang" target="_blank" rel="noopener">China ADRs Secondary Listing Deep-Dive: Yin and Yang,</a> published in Feb 2020,  we looked at the background and rules around undertaking a secondary listing in Hong Kong and then came up with a short-list of companies that might undertake a secondary listing. </li>
<li>
<a href="https://www.smartkarma.com/insights/china-adrs-secondary-listing-covid-19-has-increased-the-tension-but-narrowed-the-short-list" target="_blank" rel="noopener">In China ADRs Secondary Listing: COVID-19 Has Increased the Tension but Narrowed the Short List</a> published in May 2020, we looked at the recent developments and provided an revised short-list</li>
<li>In <a href="https://www.smartkarma.com/insights/china-adrs-secondary-listing-holding-foreign-companies-accountable-act-i-m-coming-home" target="_blank" rel="noopener">China ADRs Secondary Listing - Holding Foreign Companies Accountable Act - I’m Coming Home</a>, published in May 2020, we spoke about the implication of the act which had made its way through the senate.</li>
<li>In <a href="https://www.smartkarma.com/insights/china-adrs-secondary-listing-pipeline-looks-rich-have-three-years-to-move" target="_blank" rel="noopener">China ADRs Secondary Listing - Pipeline Looks Rich, Have Three Years to Move</a>, published in Feb 2021 we looked at the ADR pipeline and spoke about the updates from the Holding Foreign Companies Accountable Act becoming law and the updates at Hong Kong end as well. </li>
<li>In <a href="https://www.smartkarma.com/insights/china-adrs-sec-notice-instead-of-three-probably-have-four-years-till-2025-correction-overdone" target="_blank" rel="noopener">China ADRs - SEC Notice - Instead of Three, Probably Have Four Years till 2025 - Correction Overdone, </a> we spoke about the new SEC notice and its implications. </li>
<li>In <a href="https://www.smartkarma.com/insights/china-adrs-a-new-act-aims-to-put-an-end-to-china-adr-ipos" target="_blank" rel="noopener">China ADRs - A New Act Aims to Put an End to China ADR IPOs</a>, we spoke about the No IPOs for Unaccountable Actors Act, which aims to prohibit IPO on U.S. exchanges for Chinese companies. </li>
</ul>
</div>
<div>
In this note, we'll talk about the implications of the recent China regulatory announcements.
</div>

In our previous note China ADRs - Kanzhun, Full Truck and Didi - Regulators Sending a Message, we spoke about the recent crackdown on the three US listed firms. Since then more news has been coming in along the same theme of a general crackdown on overseas listings for Chinese companies. 

We have looked at the ADRs in the past, in our previous notes:




China ADRs Secondary Listing Deep-Dive: Yin and Yang, published in Feb 2020,  we looked at the background and rules around undertaking a secondary listing in Hong Kong and then came up with a short-list of companies that might undertake a secondary listing. 

In China ADRs Secondary Listing: COVID-19 Has Increased the Tension but Narrowed the Short List published in May 2020, we looked at the recent developments and provided an revised short-list
In China ADRs Secondary Listing - Holding Foreign Companies Accountable Act - I’m Coming Home, published in May 2020, we spoke about the implication of the act which had made its way through the senate.
In China ADRs Secondary Listing - Pipeline Looks Rich, Have Three Years to Move, published in Feb 2021 we looked at the ADR pipeline and spoke about the updates from the Holding Foreign Companies Accountable Act becoming law and the updates at Hong Kong end as well. 
In China ADRs - SEC Notice - Instead of Three, Probably Have Four Years till 2025 - Correction Overdone,  we spoke about the new SEC notice and its implications. 
In China ADRs - A New Act Aims to Put an End to China ADR IPOs, we spoke about the No IPOs for Unaccountable Actors Act, which aims to prohibit IPO on U.S. exchanges for Chinese companies. 



In this note, we'll talk about the implications of the recent China regulatory announcements.


China ADRs - Now the Message Is Loud and Getting Clearer

China

NIO Inc. manufactures and sells automobiles. The Company offers electric vehicles and parts, as well as provides battery charging services. NIO serves customers worldwide.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

NIO (NIO US)

Nio Inc – Structural Subordination to Hefei Investors and Associated Risks

Nio Inc has experienced a remarkable turnaround. This article discusses the Hefei Investors' funding which enabled the turnaround and the resultant...

Jason Yap, CFA

HK Exchange (388): Beneficiary of HK Tech Crack Down

HKEX (388 HK) may be the only Exchange approved by the Chinese government for Chinese companies to raise money from foreign investors. Maintain Buy

Henry Soediarko

TSP: SaaS Provider or Trucker, American or Chinese? Identity Crises in the Making

TSP is a U.S. domiciled American company, with the U.S. as its core value creation center. However, its China-centric narrative did not help as the...

Henry Kwon

NIO: Market Waking Up to VIE Risk?

NIO's ascending channel was broken as regulatory risks mount against U.S. listed Chinese stocks. If June industry sales figures fall to 1.93m units...

Henry Kwon

China ADRs - Now the Message Is Loud and Getting Clearer

In our previous note we spoke about the recent crackdown on the three US listed firms. Since then more news has been coming in along the same theme...

Sumeet Singh

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)