Question 2. PART A (10 points) Nanpi China based in Hebei Province of China manufactures EUV lithography systems that are used in the manufacture of microchips. Nanpi China is a wholly owned by Nanpi Holding Limited which is domiciled in the Cayman Islands (the Caribbean). Nanpi Holding Limited is considering listing on foreign stock exchanges. In 2020, after deciding against listing on the Shenzhen exchange, it short-listed the Hong Kong Stock Exchange (HKSE) and NASDAQ as its preferred listing venues. It has hit a stumbling block in its bid to list on the HKSE. Its application was denied as Nanpi proposed to have a corporate governance structure with dual class shares - Class A shares had 1 vote per share and Class B shares controlled by the CEO and co-founders had 10 votes per share though cash flow rights (i.e., dividends etc) are identical. Despite Hong Kong's company laws allowing the issuance of dual class shares, HKSE has been rejecting listing applications with this voting structure. Nanpi Holding is now considering listing on the NASDAQ where one of its main competitors, ASML Holding NV, is also listed. The Chinese government restricts direct foreign ownership in firms in sectors that it considers to be of critical importance (e.g., internet service providers, financial firms). Due to this foreign ownership restriction, Cayman Islands based Nanpi Holding Limited and its (future) shareholders will not own the assets (e.g., patents) of Nanpi China. These assets are solely owned by an operating company, Fu Heng Limited, owned by the Frances Fu and Zin Yau Heng, the cofounders. However, Nanpi Holding Limited has "effective control" on these assets through an agreement reached with Fu Heng Limited. This agreement would let Nanpi Holding Limited's foreign shareholders ('the owners') benefit from the profits, but they will not own the assets in China. (a) Why would listing on the NASDAQ be attractive to Nanpi? (3 points; Max 200 words) (b) Are there any benefits to Nanpi in adopting the dual class structure? (2 points; Max 150 words) (c) As an investor contemplating buying this stock, what factors should you consider in your stock purchase decision when it lists? (5 points; Max 250 words) Question 2. PART A (10 points) Nanpi China based in Hebei Province of China manufactures EUV lithography systems that are used in the manufacture of microchips. Nanpi China is a wholly owned by Nanpi Holding Limited which is domiciled in the Cayman Islands (the Caribbean). Nanpi Holding Limited is considering listing on foreign stock exchanges. In 2020, after deciding against listing on the Shenzhen exchange, it short-listed the Hong Kong Stock Exchange (HKSE) and NASDAQ as its preferred listing venues. It has hit a stumbling block in its bid to list on the HKSE. Its application was denied as Nanpi proposed to have a corporate governance structure with dual class shares - Class A shares had 1 vote per share and Class B shares controlled by the CEO and co-founders had 10 votes per share though cash flow rights (i.e., dividends etc) are identical. Despite Hong Kong's company laws allowing the issuance of dual class shares, HKSE has been rejecting listing applications with this voting structure. Nanpi Holding is now considering listing on the NASDAQ where one of its main competitors, ASML Holding NV, is also listed. The Chinese government restricts direct foreign ownership in firms in sectors that it considers to be of critical importance (e.g., internet service providers, financial firms). Due to this foreign ownership restriction, Cayman Islands based Nanpi Holding Limited and its (future) shareholders will not own the assets (e.g., patents) of Nanpi China. These assets are solely owned by an operating company, Fu Heng Limited, owned by the Frances Fu and Zin Yau Heng, the cofounders. However, Nanpi Holding Limited has "effective control" on these assets through an agreement reached with Fu Heng Limited. This agreement would let Nanpi Holding Limited's foreign shareholders ('the owners') benefit from the profits, but they will not own the assets in China. (a) Why would listing on the NASDAQ be attractive to Nanpi? (3 points; Max 200 words) (b) Are there any benefits to Nanpi in adopting the dual class structure? (2 points; Max 150 words) (c) As an investor contemplating buying this stock, what factors should you consider in your stock purchase decision when it lists? (5 points; Max 250 words)
