China Unveils IPO Guidelines - Regulator Says It Will Leave Judging Value, Risks to the Market

China Unveils IPO Guidelines Ahead of Expected New-Offering Flood. By Amy Li
Regulator Says It Will Leave Judging Value, Risks to the Market
Wall Street Journal, Dec. 1, 2013 1:21 p.m. ET
http://online.wsj.com/news/articles/SB10001424052702304017204579229691357340398

China moved closer to ending a 13-month moratorium on initial public offerings, releasing guidelines on fundamental changes to the way companies will raise funds in the country's stock market.

At the same time, China unveiled rules that will allow listed companies to issue preferred shares, offering firms—especially banks—a fresh channel for funding to shore up their capital bases.

The long-awaited launch of the IPO reform plan indicates an imminent restart of the country's IPO market, where more than 760 firms are queuing for listings. The China Securities Regulatory Commission, which issued the guidelines, said companies might begin listing as soon as January.

China shut the door to IPOs in the country in November 2012, just before a once-in-a-decade leadership transition, in an effort to support the long-suffering stock market, analysts said.

Two weeks ago, China's top leaders had promised, in a blueprint for economic and social policies over the next decade, that they would push for reforms of the stock-issuance system while promoting fundraising activities in the equity market through a variety of channels.

The reform plan marks a significant easing of government control over China's IPO market, which channeled 488 billion yuan ($80 billion) to issuers in 2010.

The plan shifts toward a so-called registration-based IPO system, widely used in developed markets, in which the regulator focuses on whether a firm seeking a listing meets the requirements for information disclosure.

Currently, China has an approval-based IPO system where the regulator focuses on whether an issuer can sustain its operations and whether it will be able to stay profitable. One criticism of the current system is that it can take years for some companies to get listed while the regulator has often given preferential treatment to the country's large but poorly managed state-owned enterprises, allowing them to jump the queue and float shares within just a few months.

In most Western markets, regulators determine if companies have met specific legal and financial requirements, and then allow them to list, leaving it up to investors whether to buy the stocks.

"We believe the reform laid out the groundwork for an introduction of a registration-based IPO system," the CSRC said in a transcript of answers to questions from reporters on the overhaul plan.

China's current approval-based IPO system has long been criticized for distorting supply and demand and artificially inflating valuations of new listings in one of the world's largest stock markets. Listing aspirants have had to endure an application process that can include roughly 10 rounds of reviews lasting as long as several years to receive approval from the country's securities regulator, which determines whether the company has met thresholds in terms of revenues, profits and the like.

Even after a company has secured listing approval, the fate of its IPO still lies in the hands of the regulator. When market conditions are strong, the regulator tends to release the supply of IPOs, often resulting in frenzied buying and high prices. But when investors' mood is poor, authorities can halt new listings to avoid further depressing the market.

The CSRC said it would focus on reviewing compliance by companies planning IPOs, while it will let investors and the market judge the value and risks of IPOs. Once a company gets the go-ahead to seek an IPO, the commission said it would allow the market to decide the timing of it and how the issue will work.

Following the release of the guidelines, firms seeking IPOs will need around one month to prepare, the commission estimated. Around 50 firms are expected to have IPO preparation done in time for them to list by January 2014, the commission added.

The review of stock offerings will focus on the information disclosure of the issuer, according to the guidelines. Also included in guidelines were rules about the pricing of stocks, share placements, responsibilities of market participants, and measures to crack down on fraudulent listing.

"The market-oriented reform will make the issuer and intermediaries shoulder more responsibility while strengthening the protection for smaller investors," said Wang Jianyong, a partner with Haiwen & Partners, a law office that advises companies seeking a listing in China.

Issuers, underwriters and other intermediaries should commit to compensate investors that suffer losses because of falsehoods, misleading statements or major omissions in IPO documents, according to the guidelines.

The new rules say controlling stakeholders, as well as board members and senior executives who own shares, should commit that they won't sell shares below the IPO price for two years after a six-month lockup period during which they can't sell shares. If the shares of a firm close below the IPO price six months after listing, these shareholders must promise to extend the lockup period by at least another six months.

An increase in the supply of shares from new listings is likely to cause short-term pain to the prices of small stocks trading on the country's startup board, ChiNext, said Sinolink Securities 600109.SH +0.18% analyst Huang Cendong.

Mr. Wang of Haiwen said, "The sentiment in the stock market will likely be hurt with the coming IPO restart."

However, Beijing's effort to push forward market-oriented reforms could enhance investors' expectations for the longer term, Mr. Wang added.

The guidelines also clarify the time span of the review procedure. The commission will make a decision on whether to approve a listing in three months after accepting an IPO application.

With the new rules, a listing could happen as early as two or three months after the commission accepts an application, based on current administrative procedure, an investment banker said.

The commission said it may take around one year to review the IPO applications of more than 760 firms that are queuing for listing.

It gave underwriters more freedom in stock offerings, allowing them to reserve a certain amount of new shares to select investors, potentially benefiting brokerage firms with a strong institutional client base. Previously all new shares were sold through auctions.

But the commission also will require an underwriter to take on more responsibility, saying it will stop reviewing any applications submitted by an underwriter if a company it underwrites posts a net loss or a drop in profit of more than 50% in the same year as its IPO.

Along with the lifting of the IPO moratorium, Beijing moved to allow listed firms to issue preferred stock publicly, in a bid to give issuers a flexible direct financing tool, optimize the financing structure of firms and further mergers and acquisitions of firms. Currently, Chinese companies aren't allowed to issue preferred shares.

Under the guidelines on the trial issuance of preferred stocks, the State Council, the country's cabinet, said the private issuance of preferred stocks would also be available to listed firms, including those incorporated in mainland China but listed overseas, as well as unlisted public firms.

Preferred stock has priority over common stock in the distribution of corporate profits and upon liquidation, but shareholders of such stock have limited rights on corporate decision making, according to the definition provided by the guidelines.