Question The company you have chosen (the “Company”) recently completed an initial public offering (Budweiser, 1876.HK) (“IPO”) in Hong Kong. Critically evaluate the quality of disclosure of the Company’s final prospectus (the “Prospectus”), focusing primarily on the “Risk Factors” and “Business” sections. When formulating your views, you are encouraged to use the following points as a guide: 1. Does the business description paint a clear, accurate and helpful picture of the Company’s current operations and strategies? On what basis do you form that view? 2. Does the business description tell an accurate and compelling growth story? Are the Company’s claims and forward-looking views supported by facts and reliable sources? Please cite specific examples. 3. Do the risk factors accurately and sufficiently present the risks and challenges relating to the Company’s business operations, share capital, and the industry and jurisdictions in which it operates? Is the risk disclosure helpful to prospective investors in making an informed investment decision? On what basis do you form that view? 4. To the extent there was negative or unfavourable news relating to the Company, such as financial distress, legal proceedings, regulatory investigations, allegations of accounting fraud, bribery, money laundering, sanctions violations, or internal control weaknesses, that came to light prior to the listing approval, does the Prospectus adequately acknowledge and address these incidents or concerns? 5. Does any part of the Prospectus reveal corporate governance concerns, in areas such as founders’ control, executive compensation, board appointments or departures, connected transactions, the public float, cornerstone allocations, or internal control deficiencies? How has the Company addressed those concerns? Have they been adequately disclosed and addressed in the relevant sections of the Prospectus? 6. Is the language in the “Risk Factors” and “Business” sections always precise and specific? Please cite examples. 7. Discuss any internal inconsistencies in the Prospectus, i.e. disclosure or representations in one part of the document which contradicts those in another part. 8. If you were the Company’s international external counsel responsible for drafting the Prospectus, what would you have done differently in light of the deficiencies you have identified and discussed? 9. If you were an institutional investor invited to attend one of the Company’s roadshow presentations, what questions would you have asked? Would you have invested in the Company based on your review of the Prospectus? Why or why not? This is part of the coursework as groupwork, and I just need to have some ideas/lights on the above questions. You don’t need to copy from the prospectus, I just want the juicy part which is discovering some of the concerns/views that you might have based on the prospectus in the attachment which is Budweiser. When formulating your response, you may find it helpful to review peer companies (i.e. companies operating in the same industry as the one you have chosen). If you do so, please limit your comparison to companies listed on the Hong Kong Stock Exchange, theNew York Stock Exchange, or NASDAQ.
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