Update on HK Capital Market Landscape - National Public Offering Group Edward Au, 10 January 2020 (Hong Kong) - Deloitte
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Update on HK Capital Market Landscape National Public Offering Group Edward Au, 10 January 2020 (Hong Kong)
Edward Au Co-Leader, National Public Offering Group Partner, Audit & Assurance Phone: +852 2852 1266/ +852 9866 9539 Email: edwau@deloitte.com.hk Address: 35/F., One Pacific Plce, 88 Queensway, Admiralty Edward Au has been Audit partner of Deloitte China since 2003 and has extensive experience in auditing multinational corporations, public companies and enterprises in Hong Kong, Singapore, the U.S., and the Chinese Mainland. He focuses on the U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards, and the reporting matters related to the U.S. Securities and Exchange Commission and Hong Kong Stock Exchange. He is also co-leader of National Public Offering Group of the China Firm and has been actively involved in various debt and equity offering activities in Hong Kong, the U.S., and Singapore. He is one of the firm’s spokespersons on issues related to initial public offering. Professional Qualification • Certified public accountant in HK and the State of Washington, the U.S. • Certified Practising Accountant of CPA Australia • Fellow member of the Hong Kong Institute of Certified Public Accountants (HKICPA) • Fellow member of the Association of Chartered Certified Accountants (ACCA) • Member of the American Institute of Certified Public Accountants (AICPA) • Chartered Global Management Accountant (CGMA) Public Appointments • Council member of the HKICPA • Deputy chairman of the HKICPA’s Corporate Finance Advisory Panel • Audit committee of the HKICPA • Audit committee of the Hong Kong Red Cross • Member of the Investment Task Force of the Construction Industry Council © 2020. For information, contact Deloitte China. 2
Highlights • HK’s competitiveness as an international capital market • Regulatory scrutiny over listing applications • Benefits of listing regime reform • Prospective landscape on the HK capital market © 2020. For information, contact Deloitte China. 3
Alibaba and Budweiser helped HK retain its crown jewel position in IPO fundraising. More large deals pushed Nasdaq into 2nd place. Saudi Stock Exchange jumped to 3rd due to Saudi Aramco’s IPO, the largest in history. Postal Saving Bank of China’s IPO and the effect of new STAR Market boosted Shanghai Stock Exchange to 4th. IPO proceeds raised by the top five stock exchanges in 2019 HK Stock Nasdaq Saudi Stock Shanghai Stock New York Exchange Exchange Tadawul Exchange Stock Exchange 164 new listings raising 141 new listings raising 5 new listings raising 123 new listings raising 39 new listings raising HKD315.5 billion HKD215.7 billion HKD207.8 billion HKD207.2 billion HKD182.3 billion Source: Hong Kong Stock Exchange (HKEX), Saudi Stock Exchange Tadawul, New York Stock Exchange, Nasdaq, China Securities Regulatory Commission, Bloomberg and Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 new issuers not completed by 31 December 2019. Includes funds raised from listings of real estate investment trusts, but excludes proceeds raised from investment trust companies, closed-ended investment companies, closed-ended funds and special purpose acquisition companies (SPACs). © 2020. For information, contact Deloitte China. 5
Saudi Aramco, the largest IPO in history, and Alibaba, HK’s largest IPO in 2019, sent proceeds of the 5 largest global IPOs up by nearly 30%. HK had two IPOs in the Top 5. 2019 2018 450 32 Shanghai 350 45 360 Stock 33 Exchange HKEX 300 64 HKEX 39 NYSE Saudi 250 Deutsche 43 270 Borse Tokyo Stock 101 Exchange HKEX Stock 200 59 441 Tadawul Exchange 180 HKEX 339 150 HKEX 100 90 200 165 50 0 0 (HKD billion) (HKD billion) Source: HKEX, Saudi Stock Exchange Tadawul, New York Stock Exchange, China Securities Regulatory Commission, Deutsche Borse, Tokyo Stock Exchange, Bloomberg and Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 and December 2018 new issuers not completed by 31 December 2019 and 31 December 2018 respectively. Includes funds raised from listings of real estate investment trusts, but excludes proceeds raised from investment trust companies, closed-ended investment companies, closed-ended funds and SPACs. © 2020. For information, contact Deloitte China. 6
HK retained its IPO fundraising crown in 2019 IPO fundraising hit another post-2010 record high 1st tech IPO with a WVR structure completed W secondary offering More new economy IPOs More pre-revenue biotech IPOs raised a higher proportion of funds; 1st IPO of a pre-revenue medical device company Offering scale from overseas companies in HK grew Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did not complete by 31 December 2019 © 2020. For information, contact Deloitte China. 8
The HK IPO market posted stellar results in 2019 after the debuts of several mega IPOs; IPO funds raised reached another post-2010 peak Proceeds 2018 +10% No. of new 208 listings new listings 2019 raising -21% HKD286.6 billion 164 new listings raising HKD 315.5 billion • Effect of new listing regime, volatility in global markets and overall economic slowdown reduced the number of GEM IPOs drastically. • The number of large to jumbo deals fell from 2018’s level. IPO proceeds of 2019 surpassed those of 2018 after the secondary offering of Alibaba raised a huge amount of funds. Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did not complete by 31 December 2019 © 2020. For information, contact Deloitte China. 9
In 2019, the number of new economy IPOs rose 48%. Without the support of mega IPOs, which boosted the market in 2018, total proceeds slipped by 20%. Industry distribution of new Industry distribution of new 2018 economy IPOs (by number) economy IPOs (by proceeds raised) 2019 2018 2019 2018 2019 2% 11% 1% 2% 27 25% 19% 40 new listings 40% 44% 26% 1% HKD187.2 55% new listings 58% 20% HKD150.0 billion 4% 74% 3% 11% 4% billion Energy & Resources Financial Services Health Care & Pharmaceutical Industrial Property Consumer Business TMT Others Proceeds 20% • The TMT and health care & pharmaceutical sectors dominated new No. of new economy IPOs by number. listings 48% • In 2019, the proportion of health care & pharmaceutical IPOs rose by number and proceeds raised. • Nine pre-revenue biotech IPOs completed, up 80% from 2018. • Alibaba became the first overseas-listed issuer to raise a large pool of funds in a Hong Kong secondary offering. Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did not complete by 31 December 2019 © 2020. For information, contact Deloitte China. 10
Overview of HK IPO Market - 2019 The number of new listings hit a recent-year high in Q4 2019, but funds raised remained below the level seen in Q4 2010 when AIA and Agricultural Bank of China were listed. Historical record high in proceeds raised Recent-year record in Q4 new listings (HKD billion) 70 300 7 60 250 12 50 3 3 33 17 8 200 Number of IPOs 13 25 Proceeds 40 20 1 5 150 49 8 5 30 19 20 59 5 1 10 17 2 2 47 3 7 29 100 20 3 4042 38 2 5 9 16 2 37 0 2 3 3 5 27 5 4 2 6 3031 32 18 1 16 24 2716161939 9 23 22 20 18 50 10 00 1421 15 5 11 20 20 13 10 26 10121310 18 13 7 7 13 6 13 0 0 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 MB IPOs GEM IPOs IPO proceeds Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did not complete by 31 December 2019 © 2020. For information, contact Deloitte China. 11
Overview of HK IPO applications - 2019 There were fewer active or under processing applicants than in 2018. More applicants withdrew pending improvements in market and economic conditions. Total no. of applications 300 372 19% received* IPO applications accepted and under processing 119 162 27% Lapsed applications (approved in principle 74 66 but stock not listed) 12% Rejected applications 25 25 0% Withdrawals 21 14 50% Returned applications 0 N/A 4 2019 2018 Source: HKEX and Deloitte’s analysis as at 31 December 2019. *Includes investment vehicles applying for listing under Chapters 20 and 21 of the MB Listing Rules, applications for transfer from GEM to MB, applications deemed new under Rule 8.21C or Rule 14.84 of the MB Listing Rules, and very substantial acquisitions regarded as reverse takeovers under Rule 14.06(6) of the MB Listing Rules or Rule 19.06(6) of the GEM Listing Rules © 2020. For information, contact Deloitte China. 12
Overview of HK IPO applications - 2019 Listing applications rejected remained high #1 #8 Lack of commercial rationale Failure by sponsor to for listing and thus no satisfy independence genuine funding need requirement #2 #7 Unsupported valuation - Failure to meet minimum forecasted P/E ratios net profit requirements after higher than those of Suitability excluding non-ordinary industry peers course income x #3 Eligibility #6 Packaging - Sustainability of business reorganization solely to meet listing eligibility requirements #4 #5 Deterioration of financial Suitability of director/ person performance of substantial interest or controlling shareholder © 2020. For information, contact Deloitte China. 13
Overview of HK IPO applications - 2019 SFC’s Active Front-loaded Regulation on IPO applications The listing applicant, which was engaged in the transport Case Withdrawn business, chartered a majority of its The listing applicant was vehicles to a third- in the retail business, party, which was not and diversified into licensed to operate wholesaling during the them. The third- track record period party in turn (TRP). The documents instructed the with its application applicant to operate showed revenue rose the vehicles. Such an significantly in the operating previous year due to its arrangement marketing efforts and appeared to sales to a wholesaler, contravene the which on-sold its conditions of the products to an e- applicant’s vehicle commerce platform. operating license. Upon further enquiry, The operating the marketing efforts arrangement was only began near the terminated shortly very end of the TRP, and after the end of the sales of its products on TRP. the e-commerce Case Lapsed platform were minimal. © 2020. For information, contact Deloitte China. 14
Overview of HK IPO Market - 2019 The 5 largest IPOs were a mix of new and traditional economy businesses. Alibaba sent funds raised up 18% to HKD178.5 billion compared to just HKD151.9 billion in 2018. 2019 W 1. Alibaba - SW 2. Budweiser 3. ESR Cayman 4. Shenwan 5. Hansoh Pharma (HKD101.2 billion) Brewing APAC (HKD14.1 billion) Hongyuan – H Shares (HKD9.0 billion) (HKD45.1 billion) (HKD9.1 billion) 2018 W W 1. China Tower - 2. XIAOMI-W 3. MEITUAN-W 4 . Ping An 5. Jiangxi Bank – H Shares (HKD42.6 billion) (HKD33.1 billion) Healthcare and H Shares (HKD58.8 billion) Technology (HKD8.6 billion) Source: HKEX and Deloitte’s analysis as at 31 December 2019. (HKD8.8 billion) © 2020. For information, contact Deloitte China. 15
HK’s new secondary listing rules – Chapter 19C (Main Board) In effect since 30 April 2018 Chinese concept stocks ‘Innovative’ company? (1) New technologies; (2) innovations; and/ or (3) a new business model, which also serves to differentiate the company from existing players What is an ‘innovative’ Qualifying primary stock exchanges company? New York Stock Exchange, Nasdaq or London • Its success is demonstrated to be Stock Exchange’s Main Market (“premium” only) attributable to the application, to the company’s core business, of (1), (2), and/ or (3); Good track record of regulatory compliance • R&D is a significant contributor to its expected value and At least two full financial years constitutes a major activity and expense; • Its success is demonstrated to be Expected market capitalization at time of listing* attributable to its unique If below HKD40 billion at time of secondary listing, needs at least features/ IP; and/ or; HKD1 billion revenue in most recent audited financial year and • It has outsized market cap./ expected market capitalization at time of secondary listing of at intangible asset value relative to least HKD10 billion. its tangible asset value. Qualified to seek listing *19C.03 Rules 8A.04 to 8A.06 do not apply to a Qualifying Issuer under Chapter 19C seeking a secondary listing under Chapter 19C. © 2020. For information, contact Deloitte China. 16
A concessionary secondary listing route In effect since 30 April 2018 Allows Qualifying Issuers with centers of gravity in Greater China to seek secondary listings Before the introduction of Chapter 19C, most Chinese concept stocks were allowed to seek primary dual listings in HK only. Automatic waivers Issuers can benefit from automatic waivers under Chapter 19C, in particular being exempted from complicated rules related to connected transactions and others on disclosures of notifiable transactions, new share offerings, company reports and acquisitions. Key shareholder protection standards* Issuers do not have to alter their constitutional documents. However, they need to demonstrate they have met key shareholder protection standards. WVR arrangements* Issuers can list their existing weighted-voting rights structures and are not subject to shareholder protection requirements for shares with different voting rights that are applicable to new WVR issuers in HK (excluding disclosures). Contractual arrangements* Issuers can conduct secondary listings with their existing contractual arrangements, but must provide a PRC legal opinion that these arrangements comply with PRC laws, rules and regulations, as well as comply with the disclosure requirements. *The rules only apply to Greater China issuers with primary listings on qualifying exchanges on or before 15 December 2017. Other issuers may need to change their constitutional documents, WVR structures, or contractual arrangements to fulfill all the requirements under HK listing rules or listing guidance. © 2020. For information, contact Deloitte China. 17
Overview of HK IPO market - 2019 The proportion of overseas company IPOs grew in number and proceeds raised due to Budweiser Brewing APAC’s mega listing No. of IPOs by Location of Issuer Proceeds raised from international listings increased • The percentage of Chinese Mainland IPOs grew 16 13% percentage points from 44% to 60%. Representation of Hong Kong and Macau companies fell 17 percentage points Chinese Mainland to 27%. • Proceeds raised from IPOs by Mainland companies reached HK and Macau 27% approximately HKD232.8 billion, about 74% of total 60% Overseas proceeds raised in the market, versus 95% (HKD271.5 billion) in 2018. • 21 companies from Singapore, Malaysia, US, Thailand, Belgium and Germany raised a combined HKD48.35 billion in 2019. This was up considerably from the HKD4.32 billion P/E Multiples of HK IPOs across 24 IPOs by international firms in 2018. 4% < 5x Nearly half of IPOs were priced at 10x-20x 10% 5x - < 10x 9% 18% • 46% of IPOs were priced at P/E ratios of 10x-20x, 6 10x - < 20x 3% percentage points more than the 40% in 2018. 20x - < 30x • 22% of IPOs were priced at P/E ratios of at least 20x, 10% 13 percentage points fewer than the 35% in 2018. 30x - 40x was fell from 12% in 2018 to 9% in 2019. 46% Listings by way of introduction/loss Source: HKEX, Deloitte’s analysis as at 31 December 2019; excludes proceeds from the exercise of over-allotment options by December 2019 MB issuers which did not complete by 31 December 2019 © 2020. For information, contact Deloitte China. 18
HK IPO valuation analysis - 2019 More than half of the year’s IPOs were priced below the mid- point or at the bottom of their price range. 2019 2018 3.7% 4.4% Top of range 1.3% 13.0% 0.5% 17.0% Above mid-point of range At mid-point of range 13.0% 29.8% Below mid-point of range At bottom of range 17.0% 47.2% 7.5% Below range Fixed price 9.8% 14.3% Others 21.5% Source: HKEX and Deloitte’s analysis as at 31 December 2019. © 2020. For information, contact Deloitte China. 19
HK IPO deal size analysis – 2019 Average deal sizes on the MB and GEM were less than in 2018. The former declined by 8% and the latter dropped a slight 4% from HKD67.47 million to HKD64.64 million. Deal Size of HK MB’s IPOs (excluding mega deals that raised at least US$1b each) Large (USD1b - > USD0.5b) Medium (USD0.5b - > USD0.2b) (HKD billion) (HKD billion) 8% Small (
Industry distribution of HK IPOs (by number) in 2019 The property sector surpassed other industries again. Consumer business and TMT came in equal 2nd. 2019 2018 Energy & Resources 4% 7% Financial Services 21% 5% 17% 1% 9% Health Care & 11% Pharmaceutical Industrial 8% 12% Property 10% 25% 21% Consumer Business TMT 26% 23% Others Source: HKEX and Deloitte’s analysis as at 31 December 2019. © 2020. For information, contact Deloitte China. 21
Industry distribution of HK IPOs (by proceeds) in 2019 TMT took lead and the retail sector trailed 2019 Others 0 2% TMT 122 8% Consumer Business 73 13% Property 43 38% Alibaba drove Industrial 6 2% TMT sector Health Care & Pharmaceutical 40 proceeds 14% Financial Services 25 Energy & Resources 7 23% (HKD billion) 0- 20 40 60 80 100 120 140 Energy & Resources Financial Services Health Care & Pharmaceutical Industrial Property Consumer Business TMT Others 2018 Others 0 4% 10% TMT 121 Consumer Business 55 Xiaomi and 42% China Tower 13% Property 27 boosted TMT Industrial 4 sector’s IPO 2% Source: HKEX, Deloitte’s analysis as at Health Care & Pharmaceutical 38 31 December 2019; excludes proceeds funds 10% from the exercise of over-allotment options by December 2019 MB issuers Financial Services 29 which did not complete by 31 December 2019 19% Energy & Resources 12 (HKD billion) 0 20 40 60 80 100 120 140 © 2020. For information, contact Deloitte China. 22
Outlook for IPO markets in 2020 © 2020. For information, contact Deloitte China. 23
The Mainland and HK capital markets transformed rapidly in 2019 with more integration and internationalization. More developments are expected to open up more fundraising opportunities for different companies in 2020, especially those from the new economy. SSE STAR Market launched with The number of pre-revenue biotech IPOs marketization and a pilot registration-based continued to grow in 2019, exceeding 2018’s level regime. Seventy companies listed over the when the new listing regime was launched. year including a H-share issuer. Internationalization of the A-share market The market has been concerned about how continued to accelerate including stocks’ addition 虚拟文字阅读参 long the impact of the new board (STAR to some foreign stock indices, the inclusion of 考Market) can be sustained. STAR shares in Stock Connect regimes and the 此处为虚拟文 launch of Shanghai-London Stock Connect. 字,并非用于阅 The State Council proposed a registration- 读based regime and reform of ChiNext. QFII and RQFII quotas were lifted. Foreign investors were encouraged to participate in the STAR Market. HKEX formed a commission dedicated to developing new offering mechanism/s that The SSE STAR Market 50 Component Index is expected to complete within a year. could be launched in 2020 and further stimulate IPO activity. Priority work on optimizing the new listing Strict IPO reviews have become the norm. regime as part of HKEX’s Strategic Plan STAR applicants were rejected as well. 2019-2021 is under the spotlight. Two WVR stocks were incorporated into HK The CSRC announced reform of the H-share full- Stock Connect at last on 28 October 2019. circulation scheme, allowing existing and future The market is looking forward to the H-share issuers to convert all their domestic corporate WVR beneficiary consultation. shares into H shares. A consultation on the addition of WVR Some new NEEQ issuers withdrew delisting stocks to the Hang Seng Indices could be applications amid anticipation of deeper bourse introduced in early 2020. reform. © 2020. For information, contact Deloitte China. 24
Reform of full-circulation H shares to stimulate more share conversions and flotations in HK Interests of key and ordinary shareholders to be better aligned Distribution of Listed Companies in HK in 2019 MB GEM Successful trial in 2018 7% 6% 6% 1% Three trial companies, 8% namely Legend Holdings, AviChina Industry and Full launch Tech, Shandong Weigao Announced in 79% Group Medical Polymer 93% November 2019 Listed H shares Dually listed companies (A+H shares) Market Capitalization of Listed Companies Listed red-chip stocks in HK in 2019 Qualified H- Other listed companies MB GEM share issuers* Total: 2,071 Total: 378 17% 3% Chinese companies Convertible shares 14% that plan to make H- share offerings in HK 1. Domestic shares held by 69% domestic shareholders prior to HK listings 97% 2. Domestic shares issues in the Listed H shares Mainland after HK listings Listed H shares (A+H listed co.) 3. Non-listed shares in circulation Others held by foreign shareholders Total: HKD38,058 billion Total: HKD107 billion Source: HKEX and Deloitte’s analysis as at 31 December 2019. *excludes dually listed companies that have A shares traded in a stock exchange in Shenzhen or Shanghai. © 2020. For information, contact Deloitte China. 25
The average valuation gap between the MBs in HK and Shanghai continued to narrow sharply. Due to the limited number of STAR issuers, STAR stock P/E ratio remained high. 90 80 70 Average P/E Ratio (x) 60 50 40 30 20 10 0 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 HK MB 10 11 11 11 11 12 9 10 10 10 11 11 13 14 15 16 12 13 11 10 12 11 11 13 HK GEM 11 11 12 12 61 85 69 77 58 59 62 71 48 37 37 37 42 43 34 27 27 22 21 22 SH A-share 11 10 11 16 19 21 15 18 15 14 15 16 17 17 18 18 18 15 14 13 16 14 14 14 SH STAR 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 74 74 SZ A-share 26 26 32 35 46 55 39 53 42 41 42 42 40 36 38 37 33 27 23 20 26 23 24 26 Source: HKEX, Shanghai Stock Exchange and Deloitte’s analysis as at 31 December 2019. © 2020. For information, contact Deloitte China. 26
Outlook for HK IPO Market in 2020 © 2020. For information, contact Deloitte China. 27
Industry distribution of active HK listing applications in 2019 (by number) The number of MB and GEM applications declined from 2018’s level. Property, consumer and TMT businesses represented the majority of MB IPO applicants. Consumer companies represented half of GEM applications. MB GEM Consumer Business Energy & 8% Resources 3% 24% Financial Services 17% 13% Property TMT 7% 3% 50% 4% Manufacturing 24% 13% Health Care & Pharmaceutical 24% Others 7% 3% No. of applications: 119 No. of applications: 30 Source: HKEX and Deloitte‘s analysis as at 31 December 2019. © 2020. For information, contact Deloitte China. 28
Number of active listing applications in HK by overseas companies in 2019 Singapore companies continued to dominate overseas company HK listing applications. Most overseas applicants were from the consumer sector. MB GEM 5% Canada 25% Malaysia 42% By overseas market 50% Singapore 53% Philippines 25% 5% Consumer Business 5% Energy & Resources 25% 25% Financial Services By industry sector of 53% overseas applicants 37% Property TMT 25% 25% Manufacturing No. of applications: 19 No. of applications: 4 Source: HKEX and Deloitte's analysis as at 31 December 2019. © 2020. For information, contact Deloitte China. 29
Deloitte has a positive outlook for the HK IPO market in 2020 1. 8. Reform of new offering mechanism Inclusion of 2 WVR stocks in Stock Connect 7. 2. Proposal on limited partnerships for Secondary offering private equity funds by US-listed Chinese tech giant with WVR in HK About 160 IPOs to raise HKD220-250 6. billion Potential 3. consultation on corporate WVR Launch of reform beneficiaries in full-circulation of H shares Forecast of 2020 Biotech IPOs 4. 5. Research on inclusion of WVR Source: HKEX, Deloitte’s estimates. The final figures of 2020 are to be driven by shares in Hang factors including the macro-economic and geopolitical developments over the year. Seng Indices © 2020. For information, contact Deloitte China. 30
Q&As © 2020. For information, contact Deloitte China. 31
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