内地企业赴港上市红筹股和H股的选择

内地企业赴港上市红筹股和H股的选择 - First, mainland enterprises listed in Hong Kong will be able to choose red chips and H-shares The International Federation of stock exchange statistics show that as of the end of October 2005, the Hongkong stock exchange, the total market value of $981 billion 730 million (about $7 trillion and 600 billion), ranked ninth in the world ranked seventh and eighth, followed by the exchange in Germany and spain. The total market capitalisation of the German exchange is $1 trillion and 185 billion 320 million, and the total market capitalization of the Spanish exchange is $1 trillion and 13 billion 810 million. Hong Kong stock market capitalization in 2006 will increase to HK $10 trillion. According to the Hongkong Stock Exchange Guidelines in standard definition, mainland enterprises listed in Hongkong are divided into three types: H-shares and red chips and foreign non state-owned enterprises. H shares refers to the mainland incorporated by the mainland government institution or individual control of the company, red chips are in the mainland incorporated outside and from the mainland government agencies control company; overseas non state-owned enterprises refers to the mainland incorporated outside the mainland by personal control company. In recent years, the large mainland enterprises have listed in 2004 November Chinese h, Netcom (0906) since the red chip listing, and no other large mainland enterprises in the same way. In January 24, 2005, the State Administration issued the "notice" on the improvement of foreign investment of foreign exchange management issues related to mergers and acquisitions, namely red chip guidelines, requirements of mainland enterprises must first obtain safe approval to the transfer of assets to overseas registered shell company and the overseas market, by way of red chip companies listed on the mainland to Hongkong is almost extinct. The red chip guidelines is to prevent the mainland enterprises to shell companies to cover up, the funds will be transferred overseas or to illegal tax avoidance. On October 2005, the State Administration of foreign exchange issued Circular on issues concerning foreign exchange management by domestic residents through overseas Special Purpose Company financing and return investment. A clear notice allowing domestic residents (including natural and legal persons) can Special Purpose Company in the form of the establishment of overseas financing platform, through a reverse merger, stock exchange, convertible bonds and other means of capital operation in equity financing activities of all kinds in the international capital market, the legitimate use of foreign funds for the development of enterprises to meet the financing. This notice, be interpreted in the mainland and Hongkong stock market as mainland regulators will open the mainland enterprises in Hong Kong incorporated financing constraints. So, the near future, large mainland enterprises listed in Hong Kong will face two kinds of financing for the free choice of channels - red chips and h-shares. From the initial estimate safe disclosure schedule, the red chip companies again to Hongkong listing, the fastest is the second quarter of 2006. 1, red chips It is registered and managed outside of China, belonging to Hongkong company or overseas company. The advantage of red chips listing process more simplified, share standards more fully and more free capital operation. A lot of similarities outside red chips and non state-owned enterprises, the difference is only limited to the controller's "public" or "private", or the case of H shares is quite different. For the mainland's "public" of the enterprise, to more freely in Hong Kong as well as financing equity or capital operation, the red chips is a better choice, the listing process is more simplified H. Mainland enterprises take H-share form to Hong Kong for financing, The joint approval of the regulatory authorities in the mainland and Hongkong is required and the process is complex. The majority of red chip company's main assets is in the mainland, but the main market is registered in Hongkong, Bermuda, Cayman Islands and other places outside the holding company, the "shell" of the listed company in accordance with the complete process of red chips in Hongkong local company, is far more convenient and easy to H-share listing. Hongkong local shares and red chips to achieve complete integration. Although belong to mainland enterprises, but the degree of internationalization is far better than the H shares, red chips. On the one hand, the red chips have been many international institutions and investors fully recognized, the Hang Seng Index of 33 stocks, red chips occupy 10 seats; on the other hand, from the past situation, China Mobile (0941), CNOOC (0883), China Unicom (0762) China main chips do not exist structural low valuation the situation, these areas are quite different and H. Secondly, the capital operation more free. Because of its shares in Hongkong circulation, red chip companies can be more free to use shares at the cost of restructuring activities and structure in the world, and the H shares of the company's assets operation from the mainland were subject to a number of government departments limit. Moreover, because of the difference of equity, the shares in international asset acquisition activities approved by the degree of far red chips. 2, H shares The same as the H shares and red chips listed in Hongkong with the mainland concept of the company, but the fundamental difference is that the shares registered in the mainland, the mainland belongs to the management company. According to the HKEx data, as of November 30, 2005, the Hongkong board and GEM listed H-share companies were 78 and 39, of which 40 were included in the state-owned enterprise index constituent stocks. H shares refer to mainland enterprises approved by the CSRC for listing in Hongkong, where H means listing in Hongkong (Hong Kong). In July 15, 1993, Tsingtao Brewery became the first to H shares listed in Hongkong, the first H-share is only state-owned enterprises, Hsi Services Ltd also launched the "Hang Seng China Enterprises Index in August 8, 1994, also known as the index of state-owned enterprises. In December 10, 2001, private enterprises Zhejiang glass took the lead in the form of H shares successfully listed on the main board of Hongkong, opened the mainland private enterprises listed on the prelude to Hong kong. In 2002, private shares entered the peak period, BYD to 1 billion 637 million yuan private fund-raising amount of the shares, the stock index has been included in the state-owned enterprises. At present, there are 31 mainland listed companies with both A shares and H shares. The average share price of A and H shares is 1.74, only G, the price of A shares of Angang, conch cement and Tsingtao Brewery three shares is lower than H share price. Two, the choice of trade-offs As of 2005 December 16th, the mainland enterprises in Hong Kong IPO raised HK $148 billion 500 million, accounting for 90% of the total shares of the Hongkong market financing; 34 Mainland enterprises in Hong Kong to issue new shares, to raise funds of HK $148 billion 500 million, accounting for the Hongkong market this year, the total funds raised 91%. Since January 1993 to December 16th this year, the mainland enterprises in Hongkong fund-raising total of 107 million 290 thousand Hong Kong dollars, accounting for about 51% of the total amount of funds raised in Hongkong. At present, a total of 332 mainland enterprises listed in Hong Kong, of which 150 private enterprises, state-owned enterprises 172, accounting for 29% of Hong Kong listed companies, with a total market capitalization of about HK $3 trillion and 170 billion, 39% of the total market value of the Hongkong market; as of December 16th, the turnover was HK $1 trillion and 600 billion this year, accounting for 46% of Hongkong's total market turnover. The 10 largest listed companies in Hongkong are from the mainland. Among them, China's largest construction bank listed fund raising amounted to 62 billion 200 million Hong Kong dollars. From 2005 1 to October, financing amounted to HK $129 billion of mainland enterprises listed in Hongkong, Hongkong accounted for 94% of the market, after the listing of funds amounted to HK $39 billion 500 million, accounting for 32% of the Hongkong market, the two together, the mainland enterprises in Hongkong raised this year to HK $168 billion 500 million, accounting for the proportion of the Hongkong market is up to 65%. As of October 2005, mainland enterprises accounted for 38% of the total market value of listed companies on the Hongkong stock exchange, but accounted for 45% of the total size of the transaction. 1, the benefits of H shares For mainland enterprises, the listing of H shares in Hong Kong has one advantage. It is the opportunity to return to the mainland A share market for a two share financing. Since the establishment of the H share market, 30 companies have been listed in the H-share market, and have returned to the mainland A share market to raise funds. Moreover, there are still a large number of H-share companies under the plan. This company is much less chance of red chips. Although the red chips markets than the H-share market has a long history, but has so far only Chinese UniCom company, re financing in the A stock market through the establishment of the holding company. The construction bank listed on the H share market in the "full circulation" mode may be the beginning of the full circulation of H share market. The CCB listing, the intention of mainland enterprises listed financing in the H-share market, may follow CCB, take the whole circulation mode; for the other already listed H shares, the ownership structure reform, realize the full circulation of shares will also be put on the agenda. Mainland regulators are communicating with the HKEx in an attempt to resolve the equity structure of H shares. The eventual realization of the full circulation of the H share market will mean that the sector will be fully integrated with the Hongkong stock market, blue chips and other local shares, and that the valuation of the H-share market will be low or will become history. In recent years, the H-share market has attracted more and more attention of international investors. In addition to the oil (0857), Sinopec (0386), China Telecom (0728) shares H shares still has large value is significantly undervalued. Besides, most of the value of H shares and shares with the industry in Hongkong has quite comparable, which means that the listed mainland enterprises choose the H-share market, also can sell a good "the price"; second, because of full circulation, large shareholders or strategic investors holding no longer become non tradable shares indefinitely. After a certain lock period, these shares can also be reduced cash. 2, the benefits of red chips In December 12, 2005, Shao Ning, deputy director of the SASAC, said that under the premise of the domestic capital market conditions, large state-owned enterprises supporting overseas listing, especially good ones, sent A shares again. Large state-owned enterprises listed overseas, a part of state-owned shares plus H shares, coupled with A shares, may be a better equity structure". The new requirements of domestic residents from the red chip company profits and capital movements in foreign exchange income, should be back to full territory in 180 days after, in the hope of an appreciation of Renminbi, this provision will not affect the attractiveness of red chips listed on the form, even if the full circulation of state-owned shares can be listed, The red chip will still be the favorite choice of mainland enterprises financing arrangements. The safe issued red chip guidelines for much of the year so far, has no red chip companies listed in Hongkong, the market has accumulated huge demand. On the one hand, the mainland enterprises love the way to red chips listed, mainly because of the red chip companies in asset acquisition and transfer of state-owned shares, is always with greater flexibility. On the other hand, venture investment fund also preference by red chip exit. Three, listing procedures 1, the approval of the Hongkong stock exchange. 2, after the approval of Hongkong investment banks, accounting firms, most of the current application to the Hongkong listed company can be approved, but some still can not be listed after the approval, this mainly is the enterprise and contractor in the stock issue price, scale not negotiated, and ultimately can not listed. Four, mainland enterprises listed in Hongkong regulations (1) provisions of the state 1, mainland enterprises listed overseas three basic conditions: net assets of not less than 400 million yuan, raising funds of not less than 50 million U.S. dollars, the past year's after tax profit of not less than 60 million yuan. 2, listed company owned enterprises overseas listing regulations: China Commission "is on regulating the domestic companies listed companies listed overseas related issues notice" the main contents are: must last for 3 consecutive years of profit; not in the past 3 years the fund-raising to invest in businesses and assets to fund overseas listing; parent company enjoy is the overseas listed companies in equity net profit of not more than 50% of the consolidated statements of the parent company; there is no competition in the industry company and the parent company spin off part; and spin off part of the assets, financial management, three held in isolation; spin off part of the directors, executives and staff related shares can not exceed 10%; must be passed by the shareholders' meeting the application partition resolution. 3, November 30, 2004, SASAC director Li Rongrong said, whether it is state-owned enterprises overseas acquisitions, or to the overseas market, the SASAC are encouraged, "the central purpose is to enable enterprises to start on a more formal joint-stock Road, there is a good governance structure of company and enterprise in the overseas market will come back, in the domestic market, so we do not have to give up these high-quality assets". (two) local regulations in Hongkong; 1, the mainland enterprises to apply for the Hongkong listed companies must hire formalities: Hongkong lawyers registered in Hongkong Stock Exchange approved by the registered accountants, accountants, professional fees, professional fees and take counsel and underwriters and lawyers, the financial advisory fees, file making cost etc.. The sponsors are internationally known companies, and their fees are calculated in accordance with international practice. The above fees are all over HK $1 million. In addition, the enterprise must also pay the Underwriters sales commissions (approximately the amount raised, 5%), valuers assessment fees, translation and printing, public relations consulting fees, bank charges, together, estimated costs in the successful listing of about HK $4 million. The new provisions of the 2, Hongkong financial system: in the accelerated depreciation of the change, the Hongkong Accounting Association in 2004 October the introduction of new fixed assets depreciation standards, the original 40 year depreciation period to 20 years (consistent with the mainland policy), The implementation details of the new depreciation standards may be implemented by the end of 2005. 3, the local listing requires three years of earnings records, Hongkong gem only two years of business records, not looking at profitability. Five, mainland enterprises listed in Hongkong time and cost 1, local listing should have a year of counseling period, queuing time can not be predicted, generally need more than three years. The Hongkong gem takes just 8 months. 2, Hongkong completed reverse takeover listing costs $2 million 500 thousand. 3, mainland enterprises listed in Hongkong application time: 2004 HKEx listing section processing applications for listing, an average of about 90 days. Six. Memorandum of indirect listing of Chinese enterprises overseas At the end of 1980s, the Yuexiu group, Yuehai group indirect listing in Hongkong. In early 1990s, CITIC acquisition of the pacific. Pacific Development Co. Ltd. was founded in 1985; 1986 listing; February 1986, issued 270 million shares to CITIC Hongkong orientation, so that Hongkong holds a 64.7% stake in CITIC Pacific, CITIC Pacific, a subsidiary, the initial completion of the backdoor process. 1990, CITIC Hongkong will be under the Arts crafts emporium, warehouse, Dragonair, Cathay Pacific equity stake in Macao telecommunications assets such as shares continue to inject CITIC Pacific, CITIC Pacific jump to achieve asset expansion and strength. In 1991, the stock officially changed its name, CITIC Pacific, to complete the listing process. Since 1992, Chinese companies have been listed in the United states. This stage contains two types of enterprises, direct and indirect listed listed coexist: one is in Hongkong listed H-shares in American Depositary Receipts (ADR) listed on the New York stock exchange, such as Tsingtao Brewery, Shanghai petrochemical, Ma'anshan iron and steel and other 8 companies, the other is foreign or Chinese listed companies the way to red chips, such as Brilliance Jinbei Automobile, China Zhongce tires and Zhengda Yichu motorcycle, mainly in manufacturing, Brilliance Jinbei Automobile in more than a month after the listing, the stock price from the offering price of $16 rose to $33, becoming the first China heat wave. From the end of July 1992 to the end of 1993, China's acquisition of shares or shares became the main shareholder, more than 10% of Hong Kong listed companies has 28, accounting for 477 of all listed companies in Hongkong by 1993 at the end of 5.9%. The concept of the initial formation of red chips. COSCO was listed in Singapore in 1993. 1996 to 1997, the Yuexiu traffic, Shum Yip Holdings China Telecom listed, red chips began to be market speculation concept of re injection, red plate officially established. In April 1997, the Hang Seng Index Service Company to proceed with the preparation of red chip Hang Seng index. In June 20, 1997, the State Council announced "notice on Further Strengthening the administration of share issuance and listing overseas" (referred to as the "97 new guidelines"). In the first half of 1997, Chinese stocks came to the climax of the second listing. Is a group of companies listed in Hongkong in the United States at the same time, by way of ADR listed or traded on the OTC market, including Huaneng Power International, Chinese Eastern Airlines, China Southern Airlines, Datang Power Generation and other H shares, including Beijing, Shanghai and other industrial holding red chips. The beginning of 1999, some private enterprises begin to adopt the way of red chip listed "detour". Yuxing event, China Securities Regulatory Commission made a clear statement on the listing plan: "encourage direct listing, do not promote indirect listing, and more opposed to detour."". According to the "Yuxing incident" and similar mode of overseas listing, the Commission hopes to Chinese domestic private enterprises through restructuring in the overseas listing of the normal behavior into the scope of supervision, but because the subject of non listed domestic enterprises, the Commission approved that this word is not appropriate, so "no objection letter" came into being. In July 14, 1999, the Commission issued "on the enterprises to apply for overseas listing related issues notice", the condition is defined as: (1) with China's relevant laws and regulations and overseas listing rules; (2) financing purposes in line with national industrial policy, foreign policy and national fixed assets investment project of the relevant provisions; (3) the net assets of not less than 400 million yuan last year after tax profit of not less than 60 million yuan, and the potential for growth, reasonable price earnings ratio is calculated by the amount of funding, not less than $50 million (commonly known as "456"); (4) with a standardized corporate governance structure and internal management system more perfect, a senior level high and stable management management level; (5) after the listing of dividends have reliable sources of foreign exchange, in accordance with the relevant provisions of the State Administration of foreign exchange; (6) other conditions as required by the csrc. On 1999, China net and three big portal websites are listed in the United states. In June 9, 2000, China Commission on the territory of the law firm issued "on the overseas corporations that involve domestic equity shares in overseas listing and related issues notice" (Commission issued 2000 word no. [72]) referred to as CSRC No. 72, the legitimacy of domestic enterprises listed overseas to make further provisions. This notification shall be the regulations that must be followed for overseas listing of domestic enterprises (including private enterprises). After 2000, the red chips once again entered a stage of rapid development, the year listed 12 companies, raising HK $353 billion 900 million, accounting for the Hongkong main board and gem financing for 77% of the total. In June 2001, TEDA Hotel Management Limited (BVI) was incorporated in the British Virgin islands. In June 2002, TEDA tourism group (TTVL-OB) was listed on the NASDAQ second board (OTC) market (OTCBB). In June 2002, three foreign institutions Morgan, Ding Hui, and ab (MS Dairy, CDH and CIC) were $17 million 332 thousand and 705, $5 million 500 thousand, $3 million 141 thousand and 7 of Mengniu made $25 million 970 thousand in the first round of investment, to invest in the Cayman, bought 90.6% class B shares of Cayman Company Incorporation. The two sides stated that 1 class A shares had 10 voting rights and only 1 shares of B shares. All of the shares subscribed Mauritius Company with Cayman Company Incorporation to raise the $25 million 973 thousand and 700 after the Mauritius Company, then took the money from the Mengniu shareholders bought a 66.7% stake in China Mengniu, initially completed the shareholding structure adjustment, the main later listed in Hongkong is that Cayman Company Incorporation. The Cayman Company Incorporation and Mauritius Company were not funded at the start. On January 2003, MOFTEC promulgated the Interim Provisions on mergers and acquisitions of domestic enterprises by foreign investors. April 1, 2003, Chinese Commission "on the abolition of the second group of administrative approval items and the change of management methods of some administrative approval items canceled notice" issued by the lawyer Chinese involve domestic equity issuance of stocks and foreign companies listed in the overseas legal opinion review (also known as the "no objection letter"). In October 2003, Morgan, Ding Hui, and will make the second round of investment of $35 million 230 thousand of Mengniu, $61 million 200 thousand, equivalent to approximately HK $477 million, Mengniu has been listed for their first set back to HK $352 million 500 thousand and HK $124 million 500 thousand for the rest of the investment, then the market value of HK $388 million of the shares of mengniu. In November 20, 2003, China Securities Regulatory Commission abolished the securities and futures regulations of the notice (the fourth batch) (200315 legal words of the CSRC), and abolished the CSRC's No. 72". At this point, the "letter of advice era" declared the end. This has greatly promoted the domestic enterprises to adopt the "red chip mode" overseas listing process. In 2003, Chinese enterprises overseas listing ushered in a new peak, the number of IPO is 48, the financing amount of about 7 billion U. s.dollars. In 2003 and 2004, there are 12 Chinese companies listed in Singapore each year, plus 7 mainland China related companies, forming 47 Chinese concept boards, which are called "dragon chips"". In January 18, 2004, TEDA Travel Group signed a letter of intent to merge with American Aike sub company. In March 16, 2004, TEDA travel group company and American Aike sub company to complete the transaction; In March 2004, TEDA travel group took control of the company's board, the company was renamed TEDA travel group, has become one of the top 50 U.S. securities market on the background of the red chips. In 2004, Tom online, palm well-informed, Shanda entertainment and other listed in the United states. In 2004, the number of Chinese enterprises overseas IPO was 84, raising $11 billion 151 million. 2003, 2004 years of overseas listed enterprises listed overseas China currently account for 79% of the total, and most of them are the indirect listing of red chip mode. In 2004 98 Shanghai shares two city issued a total funding of 35 billion 346 million yuan, about $4 billion 270 million, 40% overseas listing the amount of funding shortage period. The red list includes China marine oil, Sina, Sohu, NetEase, Shanda, Chinese Netcom, Huarun, CITIC, COSCO, China Everbright, China Merchants, Yuexiu, Guangdong, Chinese and international, China Aviation Oil, Lenovo etc.. In October 2004, the national development and Reform Commission issued the "interim management measures" and "foreign investment projects approved the Interim Measures for the administration of examination and approval of overseas investment projects", "provisions of domestic investors and through offshore holding companies or organizations, overseas investment (including new construction, purchase, and equity capital, and investment projects approved), and foreign acquisitions of domestic enterprises and other types of foreign investment projects approved are needed according to different size of funds submitted to the national and local development and reform commission." According to the new rules, first of all, in the name of a person to the safe approval set up in overseas companies; secondly, mergers and acquisitions of domestic assets to foreign companies, to three after the approval of the Ministry of Commerce, development and Reform Commission and the administration of the outer tube. In January 24, 2005, the State Administration of foreign exchange promulgated the circular on Relevant Issues concerning the improvement of foreign exchange acquisition and merger and exchange control. Notice on the registration of overseas enterprises, capital injection, mergers and acquisitions of domestic assets that several major links have some new rules, resulting in China enterprises of indirect overseas listing movement appeared on the endless symbols and into the adagio. On October 2005, the State Administration of foreign exchange issued Circular on issues concerning foreign exchange management by domestic residents through overseas Special Purpose Company financing and return investment. A clear notice allowing domestic residents (including natural and legal persons) can Special Purpose Company in the form of the establishment of overseas financing platform, through a reverse merger, stock exchange, convertible bonds and other means of capital operation in equity financing activities of all kinds in the international capital market, the legitimate use of foreign funds for the development of enterprises to meet the financing. This notice, be interpreted in the mainland and Hongkong stock market as mainland regulators will open the mainland enterprises in Hong Kong incorporated financing constraints. So, the near future, large mainland enterprises listed in Hong Kong will face two kinds of financing for the free choice of channels - red chips and h-shares. From the initial estimate safe disclosure schedule, the red chip companies again to Hongkong listing, the fastest is the second quarter of 2006.