The risks of US listings by Chinese companies
- By John Ross
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E-mail China.org.cn, December 17, 2014
China is the only one of the world's three largest economies in which a significant number of its most important companies are listed on share markets outside direct regulatory control of their home country's main financial administration. Almost all the major U.S. companies are listed in the United States. The same applies in Japan. But many Chinese companies are listed in Hong Kong, part of China but with separate regulation and capital markets from China's mainland economy. Furthermore, a significant number of Chinese companies are listed in London and the United States.
This was highlighted by Alibaba's IPO on the New York Stock Exchange. Alibaba became history's largest IPO. But this success was only the latest upswing of a roller coaster record of U.S. listings by China's companies. The wild oscillations raise two questions:
• Immediately, what can be done to minimise risks for U.S. listed Chinese companies?
• Over the long run can these risks be controlled?- is it strategically sensible for China, and for China's companies, to list in the United States?
Analysing short-term risk, the recent IPOs are not the first time Chinese companies have rushed into U.S. listings. In 2008-11, over 60 Chinese companies listed on U.S. exchanges- 38 in 2010 alone. But by 2012 this had collapsed to two new listings. This precipitate fall accompanied accounting and other scandals.
The most notorious case, affecting sentiment towards U.S. listed Chinese companies, was Sino-Forest- although it was listed in Canada. In 2011 Muddy Waters Research, the short selling firm, accused Sino-Forest of fraud. Sino-Forest's shares fell and eventually the company filed for bankruptcy. Other U.S. listed Chinese companies were hit by auditor resignations, stock de-listings, and investigations by the U.S. Securities and Exchange Commission (SEC).
Particularly severely hit were Chinese companies practicing reverse mergers- buying listed U.S. companies, thereby avoiding regulatory procedures associated with IPOs. Amid scandals, 82 companies in the Bloomberg Chinese Reverse mergers index lost 52 percent of their market value in June and July 2011. This was followed by severe falls in the overall value of U.S. listed Chinese companies. The China Development Bank then supplied funds for Chinese companies to buy back shares and leave U.S. markets.
This led to a regulatory clash between China and the United States. The SEC wanted audit documents from China which international auditors could not give, as that violated Chinese law.
In this context, Alibaba's original intention was not a U.S. listing. The company originally investigated listing in Hong Kong, but abandoned this as Hong Kong's exchange prohibits guaranteed company control by a preferred shareholder group which Alibaba wanted- in line with Facebook and Google.
In the short term China's companies have learned to avoid the risks which led to the 2010-11 debacle. Reverse takeovers have been abandoned as a strategy, it is understood major accounting irregularities will be discovered, Muddy Waters type short seller risk are well known. Against a backdrop of strong rises in U.S. stock markets, shares from Chinese companies began to outperform again- a new upswing of the roller coaster after precipitate descent. By the end of 2013, as Dhara Ranasinghe of CNBC noted:
"Shares of Qunar Cayman Islands more than doubled in their U.S. debut… valuing the Chinese travel website controlled by internet giant Baidu at US$1.05 billion. Shares of 58.com, a classifieds website… soared more than 45 percent when they started trading."
By the beginning of 2014, the Financial Times found the eight Chinese companies going public in the United States in the previous year usually delivered gains of over 10 percent on their debuts. The 55 biggest Chinese stocks listed in the United States climbed 18 percent over the previous two years. Alibaba's successful IPO therefore came on the crest of short term spectacular gains by U.S. listed Chinese companies.
But warning signs are beginning. In December, less than three months after Alibaba's IPO, an advertising campaign was launched against it by U.S. retailers. As the Financial Times noted: ‘‘Bricks-and-mortar retailers… have now turned their fire on Alibaba…
"A campaign group whose members include Target, Best Buy, Home Depot and JC Penney have aimed their ad at U.S. lawmakers, claiming that Alibaba will ‘decimate' local retailers unless a new law can be passed to prevent online shoppers avoiding sales tax… We believe it's just a matter of time before Alibaba exploits this loophole."
This attack was a political manoeuvre. Alibaba's U.S. retail presence is insignificant compared to Amazon, but politically U.S. retailers found it more convenient to attack a Chinese company. The effect of politically inspired campaigns, if backed by the U.S. government, is shown in such successful Chinese companies as Huawei and ZTE being effectively shut out of the U.S. market.
In parallel, Alibaba began to lose its premium compared to the performance of U.S. shares. Between its September IPO and the first weeks in November Alibaba shares had risen by 27 percent compared to a one percent rise for the S&P 500- a 26 percentage point Alibaba premium. But by the beginning of December Alibaba had fallen to only 12 percent above its first day price compared to a 3 percent S&P 500 rise in the same period- only a 9 percent premium, with a clear downward direction.
Future pressure that can be put on Alibaba by U.S. authorities is evident- including potentially by regulatory probes. If Alibaba does not go along with U.S. government demands, actions can be taken limiting its U.S. expansion. Such threats can make Alibaba an instrument of pressure on China as the company tries to prevent such measures.
In the author's judgement, regarding the immediate situation, Hong Kong made a serious mistake in not accepting Alibaba's proposed share structure. As the company was not asking for a state subsidy, and nothing relevant was hidden, private shareholders should have been left to decide if they wanted to invest given its proposed share structure.
More fundamentally, the risks of having a country's major companies listed on share markets outside its own directly regulated territory are insurmountable- the good reason why the largest economies have their companies listed in their own jurisdictions. A country's largest companies are important national assets. Ability to regulate these companies is a key feature of national policy. The bases for significant clashes if companies are listed outside a major country's jurisdiction are inevitable given differing structures of different countries and can become conscious policy matters.
Objective structural issues were illustrated in the China-U.S. auditing dispute. In January 2014 an SEC judge ruled the Chinese branches of the main Western auditing firms should be suspended for six months. Even if this immediate issue is solved, the clash of regulatory regimes is inevitable. The Financial Times drew attention to the risk:"Because of restrictions on foreign investment in the Chinese internet sector, China's tech companies have listed in the United States as ‘variable interest entities'. U.S. shareholders are tied to these companies through contractual obligations… rather than as their actual owners. This has been a clever structure for working around China's rules. Yet it is also one that can crumble apart under pressure, whether because a Chinese company chooses to ignore the agreement or because the Chinese regulator decides it has had enough of the ruse."
In addition to inevitable regulatory issues, the possibility for direct political pressure exists- as seen with Huawei and ZTE, and as has begun with Alibaba. This occurred when relations between the United States and China were not extremely tense. But if there were major tension between the U.S. and China, the temptation of U.S. authorities to put pressure on Chinese listed companies in the U.S. would almost certainly be irresistible.
The conclusion is evident. It evidently does not matter if second or third rank Chinese companies list in the United States, they must simply comply with U.S. regulation whether or not they agree with it. But for the same reasons that almost all first tier U.S. companies are listed in the United States, the most important Chinese companies should be listed in China. The wild up and down roller coaster seen in the last period, plus the structural features, shows that while short term measures can be taken the risks of having first rank Chinese companies listed in the United States cannot in fact be controlled in the long run.
The writer is a columnist with China.org.cn. For more information please visit:
http://www.china.org.cn/opinion/johnross.htm
Opinion articles reflect the views of their authors, not necessarily those of China.org.cn.
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