The China Stock Exchange – IPO Overview 1
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Master's Degree Programme
Master’s Degree programme in Lingue, economie e istituzioni dell’Asia e dell’Africa mediterranea “Second Cycle (D.M. 270/2004)” Final Thesis The Evolving Framework of Chinese Outbound M&A The case of Inter Supervisor Ch. Prof. Renzo Riccardo Cavalieri Assistant supervisor Ch. Prof. Franco Gatti Graduand Valentina Coccato 841509 Academic Year 2016/2017 TABLE OF CONTENTS 前言 ....................................................................................................................................... 3 Chapter One: China’s Outbound M&A ............................................................................... 10 1.1 Chinese Outward Foreign Direct Investment ............................................................ 10 1.2 Government role and regulations .............................................................................. 14 1.3 Policymaking actors .................................................................................................. 16 1.3.1 Top Level ............................................................................................................ 16 1.3.2 Second level ........................................................................................................ 17 1.3.3 Third level ........................................................................................................... 18 1.3.4 Fourth level ......................................................................................................... 20 1.4 OFDI Approval Procedure: A Changing Framework ............................................... -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Shenzhen – Hong Kong Stock Connect (Northbound)
Shenzhen – Hong Kong Stock Connect (Northbound) On 10th April 2014 the Securities and Futures Commission (SFC) and the China Securities Regulatory Commission (CSRC) jointly announced approval to establish a scheme to allow cross border exchange access between the Stock Exchange of Hong Kong (SEHK) and the Shanghai Stock Exchange (SSE). Further development was announced by SFC and CSRC on 16th August 2016 that the Shenzhen-HK Stock Connect will be established by the Shenzhen Stock Exchange (SZSE) and SEHK. Note: You can trade through us at CIMB- Investment Bank Berhad by calling your Dealer’s Representative or Authorised Officer of CIMB Bank Berhad now. Pursuant to Clause 36 of CIMB's General Terms and Conditions, transactions involving securities traded on the Shenzhen – Hong Kong Stock Connect shall be subjected to the Supplemental Terms and Conditions for Northbound Trading of Shares through China Connect Market. General Terms and Conditions Applicable to Northbound Trading of Shares Through China Connect Market. Eligible Securities Only A-Shares will be included for trading in this initial phase. ETF will be included as eligible securities at a later stage once Shenzhen Connect has been in operation for a period of time. B Shares, Bonds and other listed securities will not be included. Also, at this stage, the program will be for secondary trading only; i.e., it will not apply to IPOs. Initial phrase the eligible securities are constituent stocks of (a) Constituent stocks of the SZSE Component Index; (b) SZSE Small / Mid Cap Innovation Index which have a market capitalization of not less than RMB 6 billion; and (c) All SZSE listed A-Shares which have corresponding H shares listed on SEHK except A-Shares shares not traded in RMB and shares included in the “risk alert board” or under delisting arrangement. -
China Client Alert
China Client Alert Hong Kong Regulator issues Guidelines on IPO Cornerstone Investments Last month, the Hong Kong Stock Exchange ("HKEx") issued new guidelines for cornerstone investments (the “Guidance Letter”). In the Guidance Letter, HKEx sets out its general policies on IPO cornerstone investments and expresses its concerns over side arrangements made between cornerstone investors and listing applicants. Paul, Weiss Asia Offices Highlights of HKEx's policies on IPO Cornerstone Investments: A) Principles for Approving IPO Cornerstone Investments BEIJING Unit 3601, Fortune Plaza Office HKEx approves a preferential placing to cornerstone investors Tower A based on the following principles: No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 • Placing price is at IPO price, People’s Republic of China • +86 10 5828 6300 IPO shares are subject to lock-up (at least 6 months), • Investor has no board representation, HONG KONG Hong Kong Club Building, 12th Flo0r • Investor is independent of listing applicant, its connected persons 3A Chater Road, Central and their respective associates, Hong Kong • Details of placing arrangements are disclosed in the prospectus, +852 2846 0300 and TOKYO • IPO shares are counted as part of the public float so long as the Fukoku Seimei Building investor is a member of the public under Hong Kong Listing Rules. 2-2, Uchisaiwaicho 2-chome Chiyoda-ku, Tokyo 100-0011, B) Reclassification of Cornerstone Investors as Pre-IPO Japan Investors +81 3 3597 8101 HKEx may reclassify a cornerstone investor as a pre-IPO investor if, with respect to acquisition of IPO shares, such investor (whether by way of side letters or otherwise): (i) receives any direct or indirect benefit (other than a guaranteed allocation of IPO shares), for example: • waiver of brokerage commission, • ©2013 Paul, Weiss, Rifkind, Wharton & put option for other person to buy back shares after listing, Garrison LLP. -
SZSE Weekly Bulletin 2 July, 2021
Shenzhen Stock Exchange Market Bulletin July 02, 2021 (Issue 58) Market Summary Daily Trading Value (June 21 – July 02) By market closed on July 02, 2021 Listed Companies (No.) 2,456 - Main Board 1,478 - ChiNext Market 978 Funds 479 Bonds 9,192 Market Cap. (US$ bn) 5,582.2 SZSE Component Index (June 21 – July 02) - Main Board 3,634.4 Index Value Index Trading Value Trading Value (US$ bn) - ChiNext Market 1,947.7 Average Turnover Ratio 1.95 Average P/E Ratio 30.85 No. of IPO (YTD) 106 Most Active Companies 1 East Money Information Co., Ltd. (300059) ChiNext Index (June 21 – July 02) 2 Byd Company Limited (002594) Index Value Index Trading Value Trading Value (US$ bn) Contemporary Amperex Technology Co., 3 Limited (300750) Top Gainers 1 Qingdao Baheal Medical Inc. (301015) 2 Shenzhen Lihexing Co.,ltd. (301013) 3 Nanjing Railway New Technology Co.,ltd. SZSE 100 Index (June 21 – July 02) (301016) Index Value Index Trading Value Trading Value (US$ bn) Top Decliners 1 Steyr Motors Corp. (000760) Title 2 Northcom Group Co., Ltd. (002359) Zhejiang Cayi Vacuum Container Co., Ltd. Comments 3 (301004) For week of June 28-July 02, 2021 New Listing Ningbo Color Ningbo Color Master (301019) Ningbo Color Master Batch Co., Ltd. engages in production and sale of technical services of color masterbatch. In Master (301019) 2020, its operating income reached 430 million yuan with the net profit of 104.41 million yuan. Lihexing (301013) Lihexing (301013) Shenzhen Lihexing Co., Ltd. engages in R&D, production and sale of automation and intelligent equipment. -
The Rise of Equity Capital Markets in Greater China Contact Information Matthew Puhar September 16, 2020 [email protected] +852 3694.3060
The Rise of Equity Capital Markets in Greater China Contact Information Matthew Puhar September 16, 2020 [email protected] +852 3694.3060 1. Greater China’s Stock Markets Power Ahead Sonia Lor [email protected] With governments looking to boost the growth of domestic equity markets, the Hong +852 3694.3062 Kong Stock Exchange (HKEx) has been trumpeting the benefits of its new regimes for emerging and innovative companies—moves which have successfully attracted Allen Shyu [email protected] leading tech businesses such as Alibaba, JD.com and NetEase. +86 10.8567.2230 Over the border, the recently incepted Shanghai STAR market and the Shenzhen Dennis Yeung ChiNext board (both Nasdaq look-alikes) are off to a flying start, with a raft of recently [email protected] completed or reportedly planned high-profile listings, including Chinese commercial +86 10.8567.2212 giant Ant Financial and carmaker Geely Automobile. Sophie Chu In this alert, we analyze important recent developments in the increasingly innovative [email protected] and successful equity markets in Hong Kong and Mainland China. +852 3694.3021 Steven Franklin 2. Hong Kong, Shanghai & Shenzhen – Targeting Growth and [email protected] Innovation +852 3694.3005 As the world’s securities exchanges look to attract the best and most valuable Calvin Ng emerging tech unicorns, biotech firms and similarly innovative businesses, Chinese [email protected] companies are at the forefront of global shifts in equity capital. +852 3694.3027 Many tech and new economy businesses come with dual-class U.S.-style share Janice Wong structures that were previously not listable on exchanges like the HKEx. -
William T. Allen Han Shen China's Securities Markets Are
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Research Papers in Economics NATIONAL BUREAU OF ECONOMIC RESEARCH PROJECT CAPITALIZING CHINA LATEST REVISED JULY 20, 2010 ASSESSING CHINA’S TOP-DOWN SECURITIES MARKETS William T. Allen New York University School of Law & NYU Stern School of Business Han Shen Davis Polk & Wardwell LLP China’s securities markets are unlike those of Amsterdam, London or New York. Those markets evolved over centuries from myriad interac- tions among those seeking finance on the one hand and savers seeking rewarding investments on the other. Such spontaneous securities mar- kets did emerge throughout China in the 1980s following the start of economic liberalization, but these spontaneous markets were closed by the government in favor of new and tightly controlled exchanges estab- lished in the early 1990s in Shanghai and Shenzhen. These new markets, have been designed to and largely limited to, serving state purposes, that is to assist in the financing of the state sector of the economy. Rather than evolving in a bottom-up pattern, they are controlled, top-down se- curities markets. This essay reviews as of June 2010, the development of these markets, the economic functions they perform, the regulatory structure that controls and shapes them, and the governance mechan- isms – legal and otherwise – that controls the management of the PRC listed companies. These markets represent a signal accomplishment of the Chinese leadership in producing in less than twenty years’ modern, albeit not yet fully developed, securities markets. Whether they can be further developed to serve more basic economic role than they have been permitted to play is a question with which the essay concludes. -
Stock Market and Economic Growth in China
Stock Market and Economic Growth in China Baotai Wang Department of Economics University of Northern British Columbia Prince George, British Columbia, Canada Tel: (250)960-6489 Fax: (250)960-5545 Email: [email protected] and D. Ajit Department of Economics University of Northern British Columbia Prince George, British Columbia, Canada Tel: (250)960-6484 Fax: (250)960-5545 Email: [email protected] ______________________________ The Authors wish to thank Dr. Gang Peng of Renmin University of China for his valuable comments on this study. However, the usual disclaimer applies. 1 Abstract This study investigates the impact of stock market development on economic growth in China. To this end, the quarterly data from 1996 to 2011 are used and the empirical investigation is conducted within the unit root and the cointegration framework. The results show that the relationship between the stock market development, proxied by the total market capitalization, and economic growth is negative. This result is consistent with Harris’ (1997) finding that the stock market development generally does not contribute positively to economic growth in developing countries if the stock market is mainly an administratively-driven market. Key Words: Stock Market, Economic Growth, Unit Root, Cointegration JEL Classification: G10, O1, O4, C22. 2 1. Introduction The impact of the stock market development on economic growth has long been a controversial issue. The theoretical debates generally focus on the increasing intermediation roles and functions of the stock market in promoting liquidity, mobilizing and pooling savings, generating information for potential investments and capital allocation, monitoring firms and exerting corporate control, and providing vehicles for trading, pooling and diversifying risks. -
Chapter Iii the China's Stock Market Crisis
CHAPTER III THE CHINA’S STOCK MARKET CRISIS The stock market has been considered as the profitable aspect as a source of financial growth in China. The China’s financial growth has always been interesting to discuss since it becomes one of the driver of the industrialization and economic growth in this twenty-first century. Unlike the other countries, China’s financial sector is dominated by banking system and non-banking system. The banking and non-banking system creates the China’s financial system alive. In addition, it also emerged the China’s stock market which is Shanghai stock exchange market and Shenzhen stock exchange market. These two stock markets are the biggest stock market in China mainland. These two stock markets help to provide the platform for the investor to invest. With the easiness offered by the central government of China, much investor joined the investment activities in China’s stock market. However, in the mid of it rise, China’s stock market suffers from the decline of the in June 2015. This decline triggered panic among the investors. As it know that China is known with the great economy in the world. This great economy perceived will be able to support the business within the country. However, with the decline of the China’s stock market, it is feared that it will creates the sentiment towards the investment activities. To explain how the crisis which is believed will create the sentiment towards the investment activities, setting up the history of the China’s financial system would be to portray the basic condition in China. -
Sec Formalizes Its Position on Pipe Transactions
June 2007 SEC FORMALIZES ITS POSITION ON PIPE TRANSACTIONS By Jeffrey T. Hartlin, Elizabeth A. Brower and Michael L. Zuppone Private investment in public equity offerings, labeled primary offering made on behalf of the issuer, in which “PIPEs” by market participants, have become a case the PIPE investors would be viewed as effectively permanent alternative for raising equity capital by public acting as statutory underwriters with respect to the companies in need of financing. Pursuant to informal resale of their shares to the public. guidance issued by the Staff of the Securities and BACKGROUND Exchange Commission (“SEC”) in the mid 1990s, PIPEs have been treated as completed private placements not PIPE transactions have two components. The first subject to integration with subsequent registered component involves the original issuance of the secondary offerings by selling securityholders. Under securities – i.e., the private placement of securities by a this guidance, PIPE investors have been able to have the public company to one or more accredited investors in shares issued in (or the shares underlying convertible reliance on the statutory private placement exemption securities issued in) the PIPE transaction registered for provided by Section 4(2) of the Securities Act and/or public resale into the trading market concurrently with private offering exemption provided by Regulation D or soon after the closing of the PIPE transaction. under the Securities Act. The securities sold in PIPEs Recently, as described below, the treatment of PIPEs may include common stock, straight or convertible investors in registered offerings as just selling preferred stock, convertible debt or a combination of securityholders, as opposed to statutory underwriters, these securities, as well as warrants that are issued to has been called into question in certain circumstances. -
Futures Industry Template
China took a big step in the development of both its financial and risk management markets when it officially inaugurated, on Sept. 8, the China Financial Futures Exchange in Shanghai. This exchange will extend into the financial sphere an industry that’s already thriving in commodities. Since the 1990s, the Dalian Commodity Exchange, the Shanghai Futures Exchange, and the Zhengzhou Commodity Exchange have been trading a healthy slate of commodity futures, such as copper and fuel oil at the SFE, soybeans and corn at the DCE, and sugar and wheat at the The Dawning ZCE. Volume should top 200 million contracts this of Financial year, an impressive increase from 27 million in 2000. Some 183 firms provide brokerage and Futures In support services. China To be sure, the launch of the new exchange was a bit of an anti-climax, since it was accompanied By Nick Ronalds by no product launch or even an announcement and Wang Xue Qin of a launch date. Still, the official establishment of a financial futures exchange was a clear sign that financial futures will not be long in coming. And though we did not have a launch date as of late October, when this article was written, much about the new exchange is taking shape. 54 Futures Industry Ownership Structure that cannot afford full clearing member- ship. TCMs may not clear for non-clearing The competition among existing futures Exchange rules are still under discussion, brokers. Minimum capital: RMB 50 mil- and securities exchanges for the right to so the information available is somewhat lion. -
Legal Aspects of the Commodity and Financial Futures Market in China Sanzhu Zhu
Brooklyn Journal of Corporate, Financial & Commercial Law Volume 3 | Issue 2 Article 4 2009 Legal Aspects of the Commodity and Financial Futures Market in China Sanzhu Zhu Follow this and additional works at: https://brooklynworks.brooklaw.edu/bjcfcl Recommended Citation Sanzhu Zhu, Legal Aspects of the Commodity and Financial Futures Market in China, 3 Brook. J. Corp. Fin. & Com. L. (2009). Available at: https://brooklynworks.brooklaw.edu/bjcfcl/vol3/iss2/4 This Article is brought to you for free and open access by the Law Journals at BrooklynWorks. It has been accepted for inclusion in Brooklyn Journal of Corporate, Financial & Commercial Law by an authorized editor of BrooklynWorks. LEGAL ASPECTS OF THE COMMODITY AND FINANCIAL FUTURES MARKET IN CHINA Sanzhu Zhu* I. INTRODUCTION The establishment of China’s first commodity futures exchange in Zhengzhou, Henan in October 1990 marked the emergence of a futures market in China. The Zhengzhou Commodity Exchange was created in the wake of the country’s economic reform and development, and it became the first experimental commodity futures market approved by the central government. The Zhengzhou Commodity Exchange provided a platform and facilitated a need for commodity futures trading arising alongside China’s economic reform, which had begun in 1978, and which was moving towards a market economy by the early 1990s.1 Sixteen years later, the China Financial Futures Exchange (CFFEX) was established in Shanghai.2 This was followed by the opening of gold futures trading on the Shanghai Futures Exchange on January 9, 2008.3 China gradually developed a legal and regulatory framework for its commodity and financial futures markets beginning in the early 1990s, * Senior Lecturer in Chinese commercial law, School of Law, SOAS, University of London.