海外上市公司:为什么集团回归?


By James E. Shapiro(夏敬斌)

  过去两年,中国资本市场有一个新的和显著的现象:只在境外上市的公司也选择回到国内市场上市。这当中有一些有意思的原因,可庆幸的是,这同时也使这些公司,投资者们和国内外资本市场受益。

  历史上来讲,中国的资本市场是在九十年代初中国政府为国有企业公司化重整旗鼓而筹集资金而建立的。但是,对于一些巨大的企业来说,初生的国内市场太小,于是,它们便转向国外市场去筹集资金,如纽约,伦敦和后来的香港。

  可是,到了2006年,五家大公司回到国内上市,在2007年里,这种趋势加快, 有12家公司回到国内上市。
显著的是,这些公司在国内市场上筹集到相当可关的资金。具体来说, 在2006年,这些回来的公司筹集到近三分之一的国内市场资金。到了2007年,这个比例上升到了三分之二。

  为什么会是这样呢?

  第一,在过去十年里, 国内的市场得到了相当的发展,达到了能为大型本土资金筹集的规模。或者说,大型国有企业在本土上市能够被本土市场消化。

  第二,这些公司热心在国内上市是基于公司上市的传统理由:能在本土筹资和享受在本土上是的好处,股票表现被关注,公司名字常常出现在新闻媒体里,零售股票与消费者并和他们建立可靠的联系。公司雇员可拥有股权。还可以通过股票而不是现金来抓住在国内市场里的并购机会。

   第三,是政治上的和基于发展目的的。这些回来的公司,很多都是大型国有企业。他们回来能够促进国内资本市场的发展,增加国内市场的资本总量和吸引投资者积极交易。

  最后,还有一个宏观经济上的原因。通过增加国内股票供给,政府可通过吸收流动资金来缓解通货膨胀的压力。


  The last two years have witnessed a new and significant phenomenon in Chinese Capital Markets - companies which originally listed exclusively overseas are now opting to list shares in China's domestic market as well. This is happening for a number of reasons, which are interesting. Happily, it is also having a number of positive benefits, for the companies, for investors and for the Chinese and international capital markets.

  First some history. Chinese equity markets were established in the early 1990s primarily to help the Chinese government in its ambitious plans to corporatize SOEs and to raise capital to assist in their restructuring. Many companies did this in the domestic market, but the largest SOEs were much to big for the nascent domestic market. By and large they turned overseas to raise capital when the amounts were not available locally. This tendency to tap international capital - in New York or London, and later in Hong Kong - was not unusual. Companies from all over the world did much the same thing when the size of their domestic markets could not support such large capital raisings.

  Then in 2006, five major companies - Bank of China, Air China, Beijing North Star, Datang International Power and Guangshen Railway - returned after years of only being traded outside of China. In 2007, the trend accelerated with 12 more companies adding local trading to their global capital market presence -- China Life, China Ping An, Chongqing Steel, China Shenhua, China Construction Bank, Bank of Communications, COSCO Group, CNPC, China Shipping Container Lines, Shanghai Electric Group, Chalco and Weichai Power.

  Significantly, significant fresh capital was raised by many of these companies when they entered the domestic market. In fact, in 2006 about one-third (31%) of all capital raised in the domestic market was raised by returnee companies that already had a listing overseas at the time of their return. In 2007, with the listing of several huge banks, the portion of capital raised on the domestic markets by returnees was about two-thirds (67%).

  So why is this happening now? Three things. First, the domestic markets have developed significantly in the last 10 years or so and have now have reached a scale where a large local capital-raising or a local listing of a large SOE is easily absorbed by the local market.

  Second, the companies are eager to list in the domestic market for all of the traditional reasons that companies list. They want to raise capital locally, often while valuations are high. They want to enjoy the branding benefits of a local listing - where investors are aware of their stock's performance and the company name each time the news reports on their trading. They want to cement ties to customers by giving them the opportunity to invest in their shares at the retail level. They want domestic employees to be able to easily own their stock either directly or through employee stock ownership plans (ESOPs). And they want to potentially exploit the opportunity to engage in M&A in the domestic market using domestic shares, rather than cash.

  A third reason is political, or driven by development objectives. Many of the largest returnee companies are SOEs, still controlled by the government. And the government has a strong interest in bringing some of the largest overseas-listed companies back as a means of furthering the development of the local capital markets. For one, it strengthens the domestic market by increasing the overall market capitalization of the market. Second, it strengthens it by bringing in companies that are attractive to investors and likely to be traded actively. Large actively-traded companies are much less subject to manipulation from unscrupulous traders. Thus, bringing them back also helps to drive out bad practices in the local market.

  And finally, there is a macroeconomic reason for the government to encourage greater supply of equity in the local market. Stock market prices in China rose stratospherically in 2006 and 2007. Bringing substantial companies onto the market and encouraging them to raise additional capital has absorbed some of the excess liquidity in the market and dampened some of the inflationary pressures in the economy.

  An obvious next step for the government to consider is to open up the domestic markets to foreign companies interested in listing. There would certainly be some interest among global companies doing business in China - again, for all the usual reasons noted above. But, of course, as many other countries have found out, attracting foreign companies to domestic markets is a balancing act - protecting investors in a reasonable way, without piling on so much regulation on top of what a company is already doing in its home market that no one will come.

 
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