The Maples Group was pleased to support Ninebot Limited ("Ninebot") on the first-ever listing of Chinese Depositary Receipts ("CDRs") on the Shanghai Stock Exchange Science and Technology Innovation Board ("STAR Market"). The offering, which closed on 29 October 2020, was a listing of 70.4 million CDRs that raised approximately RMB 1.33 billion.
Ninebot, an electric scooter producer backed by, among others, Xiaomi Corporation, is the first foreign-registered company with a variable-interest entity structure to list CDRs on a stock exchange in Mainland China. The innovative enterprise focuses on the design, research and development, production, sale and service provision of all types of smart short-distance transportation devices and service robots and includes brands such as Segway.
The dual class offering on the STAR Market consisted of a weighted voting rights shares structure whereby Ninebot's share capital would comprise Class A Shares (listed) and Class B Shares (unlisted).
The listing is expected to open the gateway for other foreign-registered enterprises to seek similar listings in China. Following a surge of IPOs in the first half of 2020, the Shanghai Stock Exchange now ranks second after NASDAQ in terms of funds raised.
A team based in the Group's law firm in Hong Kong acted as Cayman Islands Counsel to Ninebot, a Beijing-based company that was incorporated in the Cayman Islands. Led by Corporate and Finance Partner, Everton Robertson, the team also comprised Legal Managers, Jessica Zhan and Jaron Jiao. The Group's fund services business in Asia acted as the Cayman Islands share registrar, and was led by Eastern Fong, Regional Head of Fund Services - Asia and Vice President, Christy Poon. Ninebot was advised by Zhong Lun Law Firm (Beijing Office) on PRC legal matters. Guotai Junan Securities Co., Ltd., as sponsor and lead underwriter, was advised by King & Wood Mallesons as to PRC law.
Commenting on the novel transaction, Everton Robertson said, "It was a privilege to assist our client, Ninebot, on the first-ever listing of CDRs in China which will undoubtedly change the future of the global listings landscape. We anticipate that more high growth and technology enterprises structured through a Cayman Islands or BVI company will now pursue similar listings in China as an alternative to or perhaps coupled with a dual HKSE listing – a win win all round."
This listing falls hot on the heels of the recent JD.com and NetEase listings1 that the Group's Hong Kong office also supported. The Group continues to be selected for its comprehensive capabilities and expertise by clients in a wide range of sectors and this latest listing further demonstrates its unique ability and capabilities to advise on innovative and complex structures in the global listing space.