strategic benefits for a chinese company of a nyse ... · presentation of invest securities leader...

Strategic Benefits for a Chinese Company of a

NYSE-Euronext Paris Listing

Christine Lambert-Goué

Managing Director Asia

Shanghai, December 1st, 2010

Pudong Shangri-La Hotel

Why Invest Securities ?

2

• Private placements

• Pre-IPO Placements

• IPO financial advisory Services

• Research / Financial analysis and valuation services

• Post IPO Services: liquidity, research and second round financing

• Outbound M&A

Presentation of Invest Securities

Leader in listings of Chinese companies on NYSE Euronext with 7 IPOs since 2008

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Presentation of Invest Securities

Invest Securities Société de Bourse (Paris)• Research / Financial analysis• Valuation • Liquidity contract

Invest Securities Corporate Finance (Paris)• IPO financial advisory services• Corporate services• Fund raising

Invest S Corporate Limited (Beijing)• Assists Chinese issuers to accomplish their fund raising and/or IPO overseas • Provides professional advisory services • Coordinates Chinese and international audit and law firms, shareholders, investors with Paris team • Makes Outbound M&A happen.

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Anne-Claire Parison , 24, Junior Executive. Joined INVEST SECURITIES in April 2010. She holds a Masters degree in Finance from EDHEC(Lille).

The Corporate Team

Experienced professionals with strong financial backgrounds

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Valerie Van Kerckhove , 26, joined INVEST SECURITIES China as a project manager in June 2009 after several experiences as a projectanalyst in strategy consulting and international private equity firms. She holds certificates in engineering and interpreter proficiencies and is a level 2CFA candidate.

Marc-Antoine Guillen , 47, Managing Partner. Former MD of IC HOLDING, (Groupe BANCA SELLA) up till December 2005. Previously he was a manager(between 1990 to 1998) in HAYAUX DE TILLY, the first stock broker bought by CREDIT AGRICOLE (largest french Bank), prior to the takeover of ICBOURSE (Ex-VIA BOURSE) at the end of 1998 and before it joined the « Groupe BANCA SELLA » which was then sold to AVIVA. He has worked on anumber of privatisations and IPO’s including Renault and Park Astérix. He holds a Master Degree in business Law and is a SFAF Member.

Jean-Emmanuel Vernay , 40, Managing Partner and founder of INVEST SECURITIES. After managing corporate projects at CREDIT DU NORD up untill1998, he became director of Small Caps corporate finance at PINATTON. In 2000, he created INVEST SECURITIES Corporate and Brokerage firm. He hasbeen granted by the AMF as an ‘Independent Expert’ recognised in his own right, having brought more than 70 companies to the market. He graduated fromEUROMED and is a SFAF Member.

Olivier Claret , 36, Managing Partner. Formerly a corporate finance manager at Groupe Oddo-Pinatton from 1997 to 2002, then the manager responsible for primary offerings to the groups’ asset management division from 2000 to 2002. Olivier has a degree from Sciences-Po and a “DESS Finances de Marché” qualification.Claude Breuil, 60, Senior Advisor. Claude Breuil has had a wide-ranging multi-sector business career: starting at Peat Marwick (KPMG), then as theManaging Director of the Spanish subsidiary of Dalkia Facility Management – then subsequently and successively the Managing Director of France Boisson– HEINEKEN Group - and the Managing Director of Groupe Pierre 1er – a property developer . In 1995 he founded Asset Value Management, a companyspecialised in strategic asset management and private equity advisory, of which he remains chairman. In this particular role he is an non-executive director ofvarious French and foreign companies. He graduated from “ESSEC” and holds a master degree in accounting and finance ( “DESCF”).

Gwénaël Le Berre , 34, Director. Following five years spent as an executive at Financière de Saint-Cyr, he joined INVEST SECURITIES in February 2006. He has a “DESS” (Diplôme d'Études Supérieures Spécialisées) qualification in financial management from Paris X.

Christine Lambert-Goué , 40, began her career as an analyst at Euronext Paris. Up until 2001 she was covering IPOs (70 in all under her auspices).She then followed this role by being appointed to the Moroccan stock exchange’s regulator as head of Financial Transaction Services. Returning toEuronext in 2004 to head up the exchange’s international developments, she has been particularly concerned with strategic partnerships and investmentsmade directly by Euronext, as well as fulfilling a wider executive role. She is a SFAF member and holds a “DESS” qualification in Finance. She joinedINVEST SECURITIES as Director for China, based in Beijing.

Sami Berhouma , 27, Executive. Joined INVEST SECURITIES in April 2006. He has a degree from INSA of Rouen and a Masters in Financial Engineering from EM Lyon.

François-Xavier Roy , 29, Executive. Joined INVEST SECURITIES in March 2006. He has a degree from the University of Technology at Compiègne(UTC) and a Masters in Financial Engineering from EM Lyon.

Alexandre Rhea, 45, Partner. Prior to recently joining Invest Securities, he was a Private Equity specialist with more than 50 acquisitions / PEinvestments. In 2000, he co-founded Pyramid Technology Ventures, a $120M VC fund with offices in both Paris and San Francisco giving it a transatlanticpositioning. From 1995 until 2000, he was an Investment Director at Iris Capital. There he successfully built a portfolio of US investments which includedsuch hits as Phone.com, InterWAVE, Signalsoft and Be. He began his investment career when he was hired by GET Capital, a New York basedenvironmental fund, as a turnaround CEO for one of its portfolio company. Prior to being an investor he was CEO of Birkmayer USA, the New York basedsubsidiary of the Austrian medical group LaborBirkmayer. He holds a BS degree in Electrical / Computer Engineering from Catholic University (Washington,DC) and a MBA degree from HEC (Paris). He holds both US and French citizenship.

Benoît Faure-Jarrosson , 44, is specialised in the quoted property sector. He joined INVEST SECURITIES in 2006 after working with the researchdepartment of Fideuram Wargny for 11 years. He has been responsible for a number of specialist publications and investment journalism. He is amember of the SFAF.

Daniel Anizon , 61. Before joining Invest Securities as a consultant, he worked with the majority of Parisian research departments. He has specialised in Chemicals, Pharmaceuticals, and Biotechnology. He holds a doctorate in Business Administration from Paris Dauphine and is a SFAF (French Financial Analysts Association) member.

Nicolas Maïques , 32, small caps analyst specialised in the technology sectors: Telecoms, Media and IT. Formerly he was member of the research teams at PINATTON from 1998 until 2000 and thereafter at JULIUS BAER

Laurent Wilk , 37, is specialised in interactive leisure, specialised distribution and internet. His analytical career started at PINATTON in 1996.From 2000 and for a period of two years he was the Finance Director of Cybergun. He is a SFAF member and holds a “DESS” (Diplôme d'ÉtudesSupérieures Spécialisées) qualification in Finance.

Paul Arkwright , 23, Mid caps analyst, joined Invest Securities in september 2008. He graduated from Université Paris Dauphine and has a Masters in Asset Management, Insurance and Banking.

Nailin Zhang , 30, junior financial analyst, joined Invest SECURITIES in November 2008. He holds a master’s degree in financial engineering fromIAE Nice

Louis Blazy , 25, junior financial analyst, joined Invest Securities in October 2009. He is a graduate of the London School of Economics, where he gained an MSc in Accounting and Finance. He also holds a Masters in Finance and Banking from the Université Paris Dauphine..

The Research Team

Covers a large scope of sectors

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Eric d’Aillières , 54, Managing Director, formerly a portfolio manager at Massonaud Fontenay Kervern (ABN AMRO Securities) before becomingManaging Director at Fontenay Gestion (ABN Amro Group).

Pascal Hadjedj , 39, Responsible for market operations and sales trading. Holds a “DEA” in economics and a “DESS” (Diplôme d'Études SupérieuresSpécialisées) in finance. He was formerly responsible for sales trading for the North American division of Groupe Oddo-Pinatton.

Kaspar Stuart , 49, Institutional sales. British nationality. Formerly a pan-European institutional fund manager in London and thereafter responsible forspecialist property sector and international French equity sales at Fideuram-Wargny.

Claude Bouyer , 63, Institutional investor relationship manager. Formerly a director of Dufour-Kervern (stockbroking) where he was head of researchand then director of French institutional sales. He held the same responsibilities at ABN Amro Securities, and then Deutsche Bank-Equities (Investor andcompany relationships) since 1999. Member of the SFAF, of which he has been a Vice-President

Thierry Roussilhe , 41, Institutional sales. Has held positions at ESIG Paris , at “Financière Rembrandt” as a fund manager and as an asset allocatorat Vega Finance.

Dominique Humbert , 47, Sales and trading. Has held similar positions at Groupe Magnin and Financière Rembrandt.

Frédéric Micaelli , 55, Sales and trading, Experience acquired from positions at Sellier, Lavandeyra as well as Pallas Stern, on the ‘Matif’ and atConsors.

Patrice Carré , 54, In charge of back office, having had similar roles at GPK and Consors

René Reymond , 44, equities trader with particular responsibility for corporate liquidity maintenance contracts.He has a masters in economic science from Aix-Marseille III, and was formerly a trader and an options and CAC-40 index market-maker at Cheuvreux- Indosuez for 7 years. Subsequently he became a trader at IC Bourse before joining Invest Securities in February 2007.

The Sales Team

Targets European institutional investors, asset managers and family offices and

ensures post IPO services. IS China does the fund raising in Asia.

Bruno Guillemet , 47, Sales and trading. Has held similar positions at Groupe Magnin and Massena Fontenay (ABN Amro Group).

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Our approach

M&A, IPO, fund raising: We have a global approach to solve financial issues combined with a constant search for alternative solutions.

For an IPO for instance, we are there (1) to prepare the company for an IPO, (2) during the IPO and (3) afterwards to help the company to adapt to its new life as a listed company.

The corporate and research teams from Paris and the Beijing team, travel to meet and visit Chinese companies in order to complete effectively the business due diligence.

We only work in our customers’ interest.

. We can look for strategic and financial investors.

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Invest Securities’ professional process

to achieve a NYSE Euronext listing

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Our approach

Invest

Securities

Listing Sponsor

IS managers

visit the

Company and

meet its team

to ensure the

company

answers our

internal

requirements

and create

some contacts

with the

corporate

executives.

PRC &

International

audit

PRC and

international

auditors will set

up audited

consolidated

IFRS financial

statements

PRC &

International

Law Firm

PRC and

international Law

Firm will conduct

legal due

diligence in order

to sign a legal

opinion

Other type

of

due

diligences

In case of specific

sectors involving

technical

knowledge,

independant

experts can be

appointed to

conduct an

environmental

audit or real

estate valuation.

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Our approach

Pre-IPO

• Business DD for 5 working

days

• Challenge forecasts

• Ensure consistency of the

information

• Documentary review

• Management interviews

• Research report and

valuation

• Offering circular or

prospectus

• Pre marketing tools

IPO

Invest Securities

coordinates the

operations with all

the stakeholders:

NYSE Euronext,

AMF, Euroclear, …

Post-IPO

Invest Securities helps :

• To comply with its new

obligations

• To issue reports on each

relevant event of the

company and quarterly, half

and annual financial

statements to inform

investors

• To ensure liquidity through a

liquidity contract.

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Chinese IPO clients

IPO on Marché Libre

January2008

Marketcap : € 150 Million

Art Galleryon Internet

AlternextPlacing to qualified

investors: € 5,120,000

August 2008Marketcap : € 63 M

Production of Solarmodules in China

IPO on Alternext

Issuing : €5,120,000

August 2008

Market cap : € 63 M

Production of Solarmodules in China

IPO on Alternext

Issuing : € 5,000,000

March 2008Market cap : € 85 M

1st Edible CornOilProductorin China

IPO on Alternext

Issuing : € 5,000,000

March 2008Market cap : € 85 M

1st Edible CornOilProductorin China

IPO onAlternext

Issuing: € 5,000,000

April 2008

Marketcap : € 165 M

Property Developer in China

IPO on Alternext

Issuing : € 5,000,000

April 2008


Property Developer in China


October 2008


Forest industry

CHINA FOREST CHINA FOREST CHINA FOREST CHINA FOREST INDUSTRY INDUSTRY INDUSTRY INDUSTRY

HOLDINGS LIMITEDHOLDINGS LIMITEDHOLDINGS LIMITEDHOLDINGS LIMITED


October 2008

Forest industry

CHINA FOREST CHINA FOREST CHINA FOREST CHINA FOREST INDUSTRY INDUSTRY INDUSTRY INDUSTRY

HOLDINGS LIMITEDHOLDINGS LIMITEDHOLDINGS LIMITEDHOLDINGS LIMITED


January2008




January 2008


Telecom Industry

January 2010



January2008




Manufacturing Industry

March 2010

Market cap : € 12.5 M Market cap : € 32 M Market cap : € 150 M

Internet Art Gallery

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Other Chinese clients


January2008



June 2008

Liquidity contractResearch contract

Liquidity and research contracts

IPO on MarchéLibre

January2008

Marketcap : €150 Million


January 2009

Liquidity contractResearch contract

Fundraising and others

IPO on MarchéLibre

January2008

Marketcap : €150 Million


Fundraising

September 2009

Fund raised : € 15 M Delisting Alternext

November 2009

1st Edible Corn Oil Productor in China

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January 2010

China Mowin LtdMobile Phone Services


March 2010

Fudakin LtdMolds and high

precision injection

IPO on Alternext Placing to qualified

investors : € 14,000,000

March 2010

Farm industry (Ukraine)

Fund raising:

€ 7,000,000

January 2010

JeanjeanWine industry

Merger with

LAROCHE

January 2010

Ex JeanjeanWine industry

IPO on Alternext

€ 10,000,000

April 2010

Biotech

IPO on Alternext

€ 12,000,000

April 2010

Greentech deinocci specialist

Dispositifs Médicaux

Introduction Alternext

€ 16 000 000

Juillet 2010

Majoritary Shareholder

buy out

€ 9 000 000

July 2010

LMBO

€ 16 000 000

July 2010

withDéveloppement &

Partenariat

Software Provider

Share Buy Back

Public Offer

on ALTERNEXT

October 2010

Deals completed in 2010

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Capital increase

€ 2,800,000

February 2009

Renewable Energy


May 2009

Financial and tax services for renewable energy

investors

Convertible bonds issue: €15 millions

July 2009Unquoted

Renewable Energies

June 2009

Photovoltaic

Fund raising : € 4 millions

Acquisition

Advise on acquisition of a business unit from

HP - EDS

May 2009Sales: € 43 millions

IT Services

LMBO

September 2009

Automotive ads on Internet

Fund raising:€2,500,000

July 2009

Outsourced sales force

Take over on EGTNby Cap Holding

October 2009

Logistics - packaging

An unquoted company soliciting capital through a public offer,

reserved for the 23,000 owners of chemist shops in France

May 2009

Services to chemists shops

Capital increase : € 7,5M

Delisting Alternext

November 2009

1st Edible Corn Oil Productor in China

Capital increase:

€ 2,700,000

December 2009

Biotech

Quoted on Alternext

Deals completed in 2009

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Why a listing on NYSE EURONEXT

Paris ?

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� International Exposure in Europe and US

NYSE Euronext Group is present in 6 countries in 6 cities:

- London (since 2010),

- Paris,

- Brussels,

- Amsterdam,

- New York

� World Largest Equity Market

4 000 issuers and 1/3 of world’s cash trading

� Substantial Fund raising capacities

NYSE Euronext > LSE + HKSE + Nasdaq in the last 2 years

World’s Leading and Most Liquid Exchanges

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NYSE Euronext : Europe’s Largest and Leading Exchange

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� Largest Equity Market in

Europe

� Europe’s Largest Trading

Platform

� 5 possible Listing doors- London,

- Paris,

- Brussels,

- Amsterdam,

- Lisbon

Why a listing on Euronext Paris?

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NYSE EuronextMainboard

for Large and Mid caps

NYSE AlternextSecond Board

For Mid and Small caps

Marche LibreOTC Board

For Small caps

Company size Net Profit min RMB 100M Revenues min RMB 50M

Net profit min RMB 10M

Net profit min RMB 5M

Track record 3 years 2 years 2 years

Minimum Distribution

Mini 25% shares distributed to the public

2.5 M € (Private Placement and public offering)

Private Placement = Fast Track Listing

No requirements except Capital of 225 000 Euros min

Accounting standards

IFRS or US Gaap certified financial statements

IFRS or domestic Gaap, with last year certified and profitable

IFRS or domestic Gaap, with last year certified and profitable

Investors Broad institutional and retail investors mix

Family Offices and Asset Managers

Primarily well-informed investors.

Legal Need Off-shore structure (HK, Singapore, Europe, ...)

Others - Need a prospectus approved by the regulator

-- Regulated market

-- Comply with Transparency

Directive

- International standards

-- Simplified access

-- Fewer obligations

- - Exchange regulated market

- - High standards and quality to

protect investors

-- No need to meet the eligibilitycriteria of other markets

-- Enables a fast listing for more credibility

- - Non regulated market

Requirements to be listed on ?

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WhyWhyWhyWhy doesdoesdoesdoes NYSE Euronext NYSE Euronext NYSE Euronext NYSE Euronext benefitbenefitbenefitbenefit ChineseChineseChineseChineseCompaniesCompaniesCompaniesCompanies ????

NYSE Euronext Benefits

Pricing - 14 times 2010 PE on average

- Low volatility

- Varies depending on the industry

Is it convenient ? - Access to a large pool of investors (institutional especially)

- Simplified listing & ongoing requirements (make sense for SMEs)

- No language barrier: everything in English

- Easy to master your planning : 4 to 6 months as the process is defined.

- Eurozone

- Listed in Equity: Eligibility to indices

- Shorter lock up periods

Branding - NYSE Euronext unified brand offers a footprint in Europe and in US to become

Global

- Fast dual listing on NYSE as it is the same group

22 Chinese companies listed on Euronext: new trend

since 2008.

Costs Cost-effective listing

Fix Maintenance cost

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Comparison with the other European Stock Exchanges

NYSE Euronext Other European markets

Euro Zone London Stock Exchange / AIM:

- Not the Euro Zone : the Pound is suffering

from the sluggish economical environment

of the UK

- More than 200 delisting in 2009

- Less market quality and liquidity: more

volatility

The largest stock exchange in the world

with a presence in 5 European countries

(France, Netherlands, Belgium, Portugal,

U.K.) and in the USA

Deutsche Börse:

- Alone in the European landscape of the

stock exchanges (no strong partnership)

- No access to a potential dual listing in the

US

NYSE Euronext offers a listing in the Euro zone with an easy access to a

dual listing on NYSE as it is the same group.

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Comparison with Asian Stock Exchanges

NYSE Euronext Asian markets

A listing in 4 to 6 months Shenzhen / Shanghai:

- Need to queue for a year among 400

candidates.

- No guarantee to be listed

- Costs 2 to 3 times higher than a

Euronext listing

An international exposure beyond Asian

borders

Hong Kong Stock Exchange:

- Domestic Market

- Not a good option for companies that

want to go global

Average valuation (PE) around 14 times

2010

Singapore Stock Exchange:

- low valuations

NYSE Euronext offers international visibility for companies

eager to go global.

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Comparison with American Stock Exchanges

NYSE Euronext American markets

Simplified listing & ongoing requirements

All the documentation in English

NASDAQ / NYSE:

- strong regulatory constrains generating

longer delays and higher costs (reverse

mergers with a listed shell).

-Sarbannes Oxley does not make sense for

SMEs

- far from China (less time difference with

Europe)

-Costs are 2 to 3 times higher than for

Euronext because of the above

NYSE Euronext offers the most cost effective listing: Not too

expensive while being listed on the largest stock exchange with

international requirements.

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Drivers and key factors of success

for a NYSE Euronext Paris listing ?

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Drivers for a NYSE Euronext Paris listing ?

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� Gain Visibility and Leverage on your Listing to Facilitate your

Development through:- Pursuing Acquisitions in Europe: brands / technological best practices and

pay in equity

- Commercial cooperations or Joint Ventures with a European partner to

expand market shares domestically and overseas through privileged market

access

� Raise credibility and the image of your company to become a

recognized player in your sector. - Differentiate your company vs competition

- Gain more easily new clients

- Increase pricing / profits

- Benefit from Government support

� Financings gives you the means to realize your strategic goals.

A NYSE Euronext Listing facilitates your development and

raises the profile of your company among your business

community.

Key Factors of success

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� Preparation, preparation, preparation:

- Define your strategy for the next 3 years

- What are the means to implement this strategy (financial, HR and capex)

- Translate these strategic goals into revenues and profit

- Prepare a Strengths and Weaknesses, Opportunities and Threads SWOT

analysis (company and business environment).

� Transparency: to reassure and persuade your investors:

- Audited accounts

- Legal opinion

- Environmental due diligences

- Post Listing: continue to communicate on accurate commercial and

financial performances to promote your shares and keep visibility post

IPO and fuel liquidity. This is a condition to ease secondary offerings.

Do you homework properly, be transparent, choose the right

momentum and the most experienced team to guarantee

success: your success is our success.

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� Biotech / Medtech / healthcare / Life Sciences / Pharmaceuticals

� Domestic retail : Food & Beverage, garments, sport shoes, …

� Alternative energies : solar, wind, electric vehicules, batteries, …

� IT, e-Commerce

� Competitive industrial & manufacturing companies: electronics, tool

machines, glass, cardboard,…

� Water treatments: equipments, chemicals,…

� Agrobusiness: fertilisers, seeds, …

Hot Sectors

Not an exhaustive list of hot sectors. Strong Business

performances are what the investors want to see.

CONCLUSION: Why

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� NYSE-Euronext is a tailor-made listing venue for Chinese Enterprises, offering a cost effective

and high efficiency venue with international standards

� NYSE-Euronext gives access to the 1st business partner of China: the European Market (to

expand sales, to pursue M&A opportunities, …). Europe is the largest market of the world with

500 million consumers.

� The Euro currency shows less volatility than the USD and the Pound. The Euro provides

powerful monetary support as it is the single currency in 13 countries.

� NYSE-Euronext offers a simplified regulatory environment, that makes more sense for SMEs.

� Europe has less time difference than the US, making communication and market follow-up

easier.

� Euronext merged with New York Stock Exchange in 2007, leading to a listing under a unified

NYSE-Euronext brand, raising the Company’s image and reputation.

� NYSE-Euronext is a cost-effective option: law, audit and listing sponsor fees are lower than in

other jurisdictions.

Being listed on NYSE-Euronext offers a full range of strategic

benefits.

Thanks for your attention

Q&A

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Invest Securities China

Pacific Century Place – IBM Tower14 Floor/ 2A Gongtibei Lu

Chaoyang District - 100027 BeijingChristine Lambert-Goue / Valerie Van Kerckhove

Tel : + 86 10 6587 6970 / [email protected]@invest-securities.com

Invest Securities France73, Boulevard Haussmann, 75008 ParisJean Emmanuel Vernay / Claude Breuil

Tel : + 33 1 44 88 77 [email protected]

[email protected]

strategic benefits for a chinese company of a nyse ... · presentation of invest securities leader...

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