• No se han encontrado resultados

1. PRESENTACIÓN DEL TRABAJO DE GRADO

3.8 TECNICAS DE ANALISIS DE DATOS

DIVIDEND POLICY

We are a Cayman Islands holding company and substantially all of our operations are conducted through our PRC subsidiary, BBII, and our SPEs. We rely principally on dividends paid to us by our PRC subsidiary for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. In China, the payment of dividends is subject to certain limitations. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of its after-tax profit based PRC accounting standards to its statutory general reserves each year until the accumulative amount of the reserves reaches 50% of its registered capital. BBII, as a foreign-invested enterprise, is required to set aside funds for employee bonus and welfare fund from its after-tax profits each year at percentages determined at its sole discretion. These reserves are not distributable as cash dividends.

BBII has generated losses in each of the periods since its inception as determined pursuant to PRC Accounting Standards. Therefore, BBII currently has no accumulated profits as determined pursuant to PRC accounting standards and has not recorded any statutory reserves. As a result, we currently are not able to pay dividends. The accounting policies applied by BBII in preparing its financial statements under PRC accounting standards are materially consistent with our accounting policies under IFRS. There is no material difference between the accumulated losses of BBII determined under PRC accounting standards and the accumulated losses of BBII consolidated by us under IFRS. For a description of how earnings are transferred from our PRC subsidiary, BBII, and our SPEs to us, see “Our Corporate History and Structure.”

In addition, we do not have any present plan to pay cash dividends on our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has significant discretion on whether to distribute dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial position, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, the depositary will distribute such payments to our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

45

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2010:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

• on a pro forma basis to reflect the automatic conversion of all of our outstanding preference shares into 19,760,340 ordinary shares immediately upon the completion of this offering; and

• on a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding preference shares into 19,760,340 ordinary shares immediately upon the completion of this offering, and the sale of 9,000,000 ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of $11.00 per ADS, the midpoint of the estimated public offering price range shown on the front cover of this

prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Series A convertible preference shares ($0.00004 par

value; 4,023,810 shares authorized; 4,023,810 shares

issued and outstanding) 242,006 36,172 — — — —

Series B convertible preference shares ($0.00004 par value; 5,738,102.5 shares authorized;

5,738,102.5 shares issued and outstanding) 365,276 54,596 — — — — Series C convertible preference shares ($0.00004 par

value; 4,885,562.5 shares authorized;

4,885,562.5 shares issued and outstanding) 314,119 46,950 — — — — Series D-1 convertible preference shares ($0.00004 par

value; 5,000,000 shares authorized; 3,484,345 shares

issued and outstanding) 236,816 35,396 — — — —

Series D-2 convertible preference shares ($0.00004 par value; 2,500,000 shares authorized; 1,628,520 shares

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 would increase (decrease) each of share premium, total equity and total capitalization by $8.4 million.

DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the conversion of our preference shares and the fact that the initial public offering price per ordinary share is substantially in excess of the book value per share attributable to the existing shareholders for our presently outstanding ordinary shares.

Net tangible book value represents the amount of our total consolidated tangible assets, which represent the amount of our total consolidated assets, excluding intangible assets, deferred tax assets and capitalized IPO

transaction costs of approximately RMB8.1 million ($1.2 million). Our net tangible book value as of September 30, 2010 was a deficit of approximately $169 million, or $13.53 per ordinary share and $13.53 per ADS as of that date.

We incurred the deficit primarily because the fair values of our preference shares are carried as liabilities under IFRS, and such fair values have increased significantly over the years resulting from our improved business outlook.

Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the conversion of all outstanding preference shares into ordinary shares immediately upon the completion of this offering and the additional proceeds we will receive from this offering, from the assumed initial public offering price per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus adjusted to reflect the ADS-to-ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after September 30, 2010, other than to give effect to the conversion of all outstanding preference shares into ordinary shares immediately upon the

completion of this offering and our sale of the ADSs offered in this offering at the assumed initial public offering price of $11.00 per ADS, which is the mid-point of the estimated public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2010 would have been $110.4 million, or $2.68 per outstanding ordinary share and $2.68 per ADS. This represents an immediate increase in net tangible book value of $2.05 per ordinary share and $2.05 per ADS to the existing shareholders and an immediate dilution in pro forma net tangible book value of $8.32 per ordinary share and $8.32 per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

The amount of dilution in net tangible book value to new investors in this offering set forth above is calculated by deducting (i) the pro forma as adjusted net tangible book value after giving effect to the automatic conversion of our preference shares and this offering from (ii) the assumed initial public offering price.

47

Per Ordinary

Share Per ADS

Assumed initial public offering price $ 11.00 $ 11.00

Net tangible book value as of September 30, 2010 $ (13.53 ) $ (13.53 ) Pro forma net tangible book value after giving effect to the conversion of our preference

shares $ 0.63 $ 0.63

Pro forma as adjusted net tangible book value after giving effect to the conversion of our

preference shares and this offering $ 2.68 $ 2.68

Amount of dilution in net tangible book value to new investors in this offering $ 8.32 $ 8.32

The following table summarizes, on a pro forma basis as of September 30, 2010, the differences between existing shareholders, including holders of our preference shares that will be automatically converted into ordinary shares immediately upon the completion of this offering, and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share/ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additional ADSs granted to the underwriters.

A $1.00 increase (decrease) in the assumed public offering price of $11.00 per ADS would increase (decrease) our pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to the automatic conversion of our preference shares and this offering by $0.20 per ordinary share and $0.20 per ADS, and the dilution in our pro forma as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by $0.80 per ordinary share and $0.80 per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The discussion and tables above also assume no exercise of any outstanding share options. As of the date of this prospectus, there were 2,178,750 ordinary shares issuable upon exercise of outstanding share options at a weighted average exercise price of $2.47 per share, and there were 970,900 ordinary shares available for future issuance upon the exercise of future grants under the 2006 Plan and the 2010 Plan. To the extent that any of these options are exercised, there will be further dilution to new investors.

48

Average

Ordinary Shares Price per Average Purchased Total Consideration Ordinary Price per Number % Amount % Share ADS

Existing shareholders 32,253,390 (1) 78.2 $ 43,300,500 30.4 $ 1.34 $ 1.34 New investors 9,000,000 21.8 $ 99,000,000 69.6 $ 11.00 $ 11.00

Total 41,253,390 100.0 $ 142,300,500 100.0

(1) Assumes automatic conversion of all of our preference shares into ordinary shares upon completion of this offering.

Documento similar