Legal Requirements for UK and Chinese IPOs

Introduction

IPOs involve the sale of a company’s shares to the public for the first time.1 Based on the nature of traded securities in the stock exchange market, IPOs are generally risky because they involve speculative behaviors among investors.2 Most IPOs involve major global corporations, but cases of smaller firms seeking listing have also been reported. Such IPOs involve a thorough underwriting process whereby a group of brokers buy a company’s shares and sell them to the public on behalf of the issuing company.3

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This process helps to transform a previously privately held company into a public one that is limited by shareholders’ liability. In this regard, the IPO process is a significant step in the growth or development of a company’s business cycle because it not only provides it with the necessary capital required to expand the business but also attracts public legitimacy as a credible organization.4 However, the listing process has its downsides because companies often lose control of their operations to outside parties because of this process and erode the flexibility needed to respond to market operations. In other words, public companies are constantly under pressure from their shareholders to make sound decisions regarding their operational processes.

The rapid development of technology has made the global IPO market increasingly prone to change.5 This development has been witnessed through market volatilities in major stock exchanges around the world. Globally, the London and New York Stock exchanges are the biggest IPO markets and serve as a platform for many of the world’s biggest companies to get capital from the public to finance their domestic and global operations.6 IPOs commonly occur in the global capital market and involve different types of corporate entities, subject to their geographic locations, size, and industry.7 Changes in investor confidence and varied political and regulatory issues have further contributed to the development of the IPO market.8

IPOs happen on the securities market where companies float shares to the public as an avenue to sell a portion of a firm’s ownership in exchange for capital gains.9 The securities offered to the public, based on such an exchange, are often in the form of stocks. However, they may also appear as bonds or debentures, depending on the purpose of participating in the IPO in the first place. After listing, these securities are often traded on the markets.

When the decision to go public is made, the approval process (subject to jurisdiction-specific laws) is made in a manner that offers the best or optimum way of selling company shares to the public. Usually, institutional investors are the main buyers, but individuals could also partake in the same process.10 Investment banks are at the forefront to underwrite IPOs and list the traded shares on a country’s stock exchange market. However, state agents and shareholder representatives may also participate in the same process.

The public listing of shares and securities is an important process for companies that want to raise capital because it defines a point in their business cycles, which allows them to evolve from a privately held entity to a publicly-traded organization.11 Companies participate in IPOs for different reasons. However, as mentioned in this document, raising capital is a key motivator for this trend. In addition, the desire to monetize the investments of private shareholders is also a top reason for corporate executives to sell company shares publicly.12

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A small percentage of firms participate in IPOs to facilitate the trading of company shares because the process allows investors to freely trade the shares in the open market through the free-floating system. Research has shown that companies that participate in IPOs are likely to benefit in many ways, including enlarging and diversifying their equity base, enabling cheaper access to capital, improving their brand image, retaining valuable employees through liquid equity participation, facilitating acquisitions, and creating multiple financing opportunities.13

Although most IPOs are meant to improve a company’s competitive position14, they come with significant costs, such as banking and legal costs, which may impede their ability to undertake a successful listing. In addition, smaller firms that do not have a big capital base may also refrain from participating in such listing processes because of the huge costs associated with the process.

Some jurisdictions also require corporations to disclose information that could be deemed sensitize by some stakeholders.15 Relative to this assertion, confidential details about a firm’s operations are often contained in a prospectus, which is availed to potential investors. As highlighted in this document, different countries have jurisdiction-specific rules that govern IPO offerings. Indeed, most countries that have vibrant economies often moderate IPO issuances based on their jurisdiction-specific rules.

Therefore, it is important to understand country-specific regulatory provisions when investigating how IPOs are conducted within specific jurisdictions. Therefore, regardless of whether a firm wants to list shares or securities in its home or foreign market, it should be aware of the regulatory environment governing the conduct of issuers. Furthermore, if a company has been given regulatory approval to go public, it has to comply with additional jurisdiction-specific disclosures that could affect its operations in the long term.16 Again, these requirements are subject to jurisdiction-specific laws.

This paper compares the IPO laws of two jurisdictions: China and the United Kingdom (UK). Both countries are selected for review because they are strategically important in understanding trends in the application of IPO laws around the world. Concisely, the UK represents one of the most advanced IPO markets, while the analysis of China’s IPO laws will be an anecdote to the trends in global IPO law in emerging economies. The UK IPO market has hosted several IPOs. The biggest one occurred in 2019. It involved Trainline PLC, which attracted a market capitalization of £1.68 billion.17

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In 2018, it was reported that the London Stock Exchange hosted 82 IPOs (their market capitalization was about £9.6 billion).18 During this year, the biggest IPO involved Aston Martin Lagonda Global Holdings plc. The number of IPOs is substantially higher in China compared to the UK because of the sheer size of the country’s economy. For example, while the UK recorded 82 IPOs in 2018, China reported 105.19 In fact, this number was a significant reduction in the sum of IPOs reported in 2017 – 436.20

The 105 IPOs documented in 2018 had a market capitalization of about $70 billion.21 This value is related to different economic sectors, including information technology (IT), communications and retail. Recently, an IPO completed by Foxconn Industrial Internet attracted the highest market capitalization of about $20 billion. Hong Kong has posted more impressive numbers as it has had a higher number of IPOs (218), compared to mainland China.22 The most active companies that have listed on the stock exchange come from fast-moving consumer goods, retail and financial sectors.23

IPO laws often govern the share issue process and differences in their application may create variations in how companies oversee the listing process. This dissertation aims to compare IPO laws in China and the UK by way of analysis of the similarities and differences regarding the two sets of laws. To this end, the section below will provide more detail regarding IPO law that is commonly adopted in both jurisdictions. The third and fourth sections of this report will outline the similarities and differences in IPO law between both countries.

The subsequent section will contain a comparative analysis of IPO laws in both countries and a conclusion that highlights the main findings will be provided in the last part of this document, which is the conclusion section. Key areas of IPO law that will be covered in this assessment include the IPO process (steps, timelines and disclosures), responsibilities of public companies, regulatory architecture (overview of the regulators and key regulations), and potential challenges.

However, before delving into these analyses, it is important to understand why companies participate in IPOs. The findings of this study would be useful to investors who wish to make a profit by transferring their capital in either the UK or China. Particularly, the widespread global attention on China highlights the need to understand how its legal system would affect investments made in the country’s capital markets. The findings of this study would also be useful in promoting economic integration between China and the UK from a financial perspective as the impact of the Asian giant on the UK has already been felt in other sectors.

Why Do Companies Participate in IPOs?

A company that intends to list on either the UK or Chinese stock exchange markets must evaluate how the process adds to their performance, subject to existing alternatives of raising capital.24 Access to additional equity and debt capital is one of the biggest motivators for listing because companies participate in the listing process to expand their capital base.25 Several jurisdictions, like the UK, regulate security offerings or shares that companies can present to the public because raising funds in this manner requires a careful assessment of a company’s financial and operational performance, which private companies cannot verifiably provide without external verification.26

Nonetheless, firms that have participated in successful IPOs have used the money obtained to expand their operations or expand their working capital requirements. Furthermore, participating in an IPO means that a company would be improving its future prospects of raising capital from other sources. This advantage stems from an enhanced corporate image that would emerge after a successful issue.27

Companies also list on stock exchanges to improve their liquidity in capital markets.28 This liquidity allows companies to negotiate for favourable terms of trade from financial institutions when seeking additional capital to finance their operations. In this regard, cash resources do not limit the company’s growth. Therefore, it is possible for such companies to continue growing because they would be having all the resources needed to finance their operations. Participation in the stock exchange market has also seen some companies improve their competitive positions by making them attractive to entities that may want to acquire or merge with them.

Listing on the stock exchange market has also been associated with the attraction and retention of new personnel by offering attractive and marketable shares to employees as an incentive for them to work harder.29 Employees could also be provided with options on such shares, which would be akin to giving them an opportunity to own a part of the company. These shares are often defined as “employee incentive packages.”30

Lastly, companies participate in stock exchange markets to improve their corporate governance regimes because going public subjects them to rigorous issuing requirements and procedures that force management teams to improve their corporate governance processes, as part of the compliance procedure.31 These improvements mean that there would be better decision-making processes in the company – a welcome approach to investors who want to maximise their returns. Fixated on this goal, different countries have unique rules that govern the IPO process. The section below outlined IPO laws in China.

IPO Laws in China

China has two main stock exchange markets: Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE).32 Both markets classify traded shares according to the appropriate currency. For example, those that are traded in Chinese Yuan are classified in category A, while those exchanged in foreign currencies are regarded as category B.33 Most IPOs involve category A shares because the regulatory framework for transacting B shares is still underdeveloped.34 Therefore, for purposes of this review, discussions will be about category A shares. Furthermore, the regulatory environment that will be relevant to this discussion will exclude shares traded in Hong Kong, Taiwan and Macau.

The China Securities Regulatory Commission (CSRC) is the main body mandated to regulate the IPO market.35 Both Shanghai and Shenzhen stock exchanges are required to implement CSRC’s rules and enact them under the supervision of the regulatory body. The powerful role of the CSRC, as China’s regulatory body, gives it immense control over IPO approval in the country. Most IPOs in China are often undertaken on the Shanghai Stock Exchange (SSE).

Founded in the early 1990s, the Chinese SSE has been operational for more than 28 years and has emerged as the main platform which companies have sold their shares publicly.36 Before an IPO is completed on this market, there must be a review of the merits of the share offering by the Public Offering Review Committee (PORC).37 This body operates under the authority of the CSRC. Alternatively, the time taken to complete an IPO process largely depends on the regulatory environment.38

In fact, some IPO applications could take up to 300 days for them to be considered by the review committee.39 During this waiting period, companies are often under pressure to maintain their profitability and prepare documents that outline the company’s ownership structure. The lengthy process taken to review some applications has caused a significant reduction in the number of IPOs undertaken in China within the last three years.40 In addition, the strict regulatory environment imposed by China for IPO approval has forced some companies to rescind their decision to go public. The governing rules for IPOs is provided below.

Governing Rules

Major Stock Exchanges: The Shanghai Stock Exchange consists of main and technology innovation boards.41 Comparatively, the Shenzhen stock exchange market is comprised of a main board, ChiNext and SME board.42 The main board of the Shanghai stock exchange primarily specializes in IPOs involving blue chip corporations.43 For example, state-owned enterprises form a significant percentage of companies traded on this platform. However, recently, the main board of the shanghai stock exchange has started to attract private companies that are not affiliated with the state.44 This board specialises in IPOs that involve small and medium enterprises. For most of these companies, the shares circulated are less than $100 million in value.45 A common set of listing requirements held by the SME and main boards suggest that they do not have much difference.

ChiNext is also another body mandated to support small and medium enterprises to list in China. Information technology (IT) companies have benefited the most from the platform.46 Nonetheless, the listing requirements set forth by ChiNext have fewer controls compared to the ones used by the SME or main boards. Nonetheless, regulatory scrutiny is still enforced by the CSRC, which implements several types of strategies to achieve this goal. For example, it is known to increase the number of members on the review board to cover more areas of compliance or increase the time for getting approval to undertake more due diligence procedures.

Based on these lengthy review processes, only a handful of companies are listed on both Chinese and foreign stock exchange markets. Although Chinese laws allow locally listed companies to request additional listing on foreign stock exchanges, they still have to seek approval from the CSRC first.47 Nonetheless, based on government involvement, many state-owned Chinese firms are listed on foreign stock exchanges, such as Hong Kong and New York, in addition to listing domestically.48

Businesses that choose to list internationally are often motivated by a business goal, such as circumnavigating profit limits imposed in certain jurisdictions. For example, many companies, which operate in the media industry, have chosen to list internationally to avoid the legal prohibition of having a majority foreign ownership in China.49 Therefore, some of them have listed internationally and chosen to operate under a foreign-owned parent company. Nonetheless, joint ventures between Chinese and foreign firms that are operationalised in a non-restricted sector are permitted and can be listed on the local stock exchange markets.

Ongoing Changes to the Law through the Technology Innovation Board

In 2018, it was announced that there would be changes made to the Technology Innovation Board that would see the Shanghai stock exchange adopt progressive reforms.50 One of them would be the adoption of a registration-based system for reviewing IPOs. In line with these changes, in January 2019, the Shanghai stock exchange and the regulator CSRC announced a new set of draft rules that would govern the IPO market.51 The new rules were aimed at enabling the transition to a registration-based system and easing the current listing requirements to allow technology-based companies to participate in the stock market. Some observers consider these draft changes as a significant development in the capital markets because of the following reasons:52

  • Elimination of profit requirement: This change allows technology-based companies and new energy firms to list on the stock market through the Technology Innovation Board.
  • Introduction of unweighted voting rights: technology-based companies will have an opportunity to list on the stock market and have unweighted voting rights. The unweighted rights mean that all participants have equal voting power. Comparatively, a weighted voting framework means that participants have uneven voting rights. Therefore, the introduction of unweighted voting rights is a positive development in the market.
  • Listing of reds-chip companies: Changes in law anticipate that red-chip companies that are foreign-listed, but have their main operations in China may still be permitted to list in the country but under strict (higher) listing requirements.
  • Incorporation of spun-off companies in the listing process: Legislative changes made recently through the technology innovation Board for the first time permit spun-off companies to list on any of the major stock exchanges in China.53

The ongoing changes highlighted above are set to update China’s regulatory laws regarding IPOs. More importantly, they are set to standardise the same laws with those practiced in offshore jurisdictions.54 Notably, technology companies that have a significant global presence and are internationally listed will find these changes useful to their operations and market capitalization procedures.55 Nonetheless, it is equally important to note that these reforms have attracted strict delisting rules that allow authorities to suspend these companies from trading without notice.

Overview of Listing Requirements in China

As highlighted in this report, all listing approvals are done by the CSRC. The Chinese law requires that all businesses seeking regulatory approval and operate in industries requiring strict oversight should obtain a letter of no-objection from the relevant authorities.56 Firms operating in China, red-chip issuers and blue chip issuers have different sets of rules for listing. For example, the IPO requirements for Chinese-based companies (a company limited by shares and that operates in China) focus on business records, profitability, pre-profit alternatives (for the technology innovation board), asset analysis, capital requirements, major businesses holdings and internal control structures.57

Each of these areas of assessment has its unique rules and requirements. For example, a profitability assessment of these companies should show that their annual net profits exceed 30 million Yuan. Chi Next also has its legal requirements such as having an annual net profit of more than 10 million Yuan.58 The Technology Innovation Board does not have such rules governing profitability. Therefore, a broad analysis of regulatory requirements of Chinese state agencies shows that different entities have unique requirements that must be met before listing. Furthermore, these requirements reveal that the prelisting process depends on the company structures or size of business.

Red Chip issuers are also subject to specific legal requirements before listing. Current issuer qualifications focus on expected market value, capital generation alternatives, status of the business and industry involved.59 Large red chip companies that are foreign-listed are expected to have a market value that exceeds 200 billion Yuan.60 A review of a firm’s business status demands that the issuer should conform to the standardised national policies of market acceptance.61

Technology companies are equally subjected to a different set of rules for red chip issuers where stock issuance is characterised by the satisfaction requirements outlined under draft rules.62 The company law of the issuer is the prevalent legal framework for the listing process, while investor protection is guaranteed through the application of higher compliance standards. The law also requires that the associated companies fully disclose foreign and domestic interests in the business. Based on the existence of these rules, no red chip issuer has listed on the Chinese markets.63

IPO Steps in China

In China, the law requires that corporate entities should follow listing requirements stipulated in the country, such as obtaining a prelisting review process, getting a CSRC approval and transferring a company’s shares from a limited liability to an entity limited by its shares.64 Broadly, there are eight steps involved in the listing process. The first one focuses on due diligence where a sponsor or legal adviser conducts a thorough due diligence of the issuer. By doing so, they are in a good position to set the terms for governing the entire IPO process, including a determination of the amount to be floated on the market. From the process, the issuer is also advised on how to proceed with the IPO process, including getting legal advice on how to comply with existing regulations.

The second step in the IPO process is the restructuring phase whereby the issuer’s company undergoes a reorganisation of its ownership structure to create a legal entity that is limited by its shares.65 To aid the process, stakeholders often prepare a restructuring plan and appraise a company’s assets. The issuer is expected to execute any changes to the company’s organisation’s structure, including the introduction of new departments, subject to the current legal environment. Averagely, this process takes 45 days.66

The third stage of the IPO process is the pre-filing review where the local partner in the pre-listing process undertakes a prelisting guidance exercise. However, this process does not apply to technology companies listing under the draft rules of the Technology Innovation Board.

The fourth stage of the IPO process is the filing phase. Except for the Technology Innovation Board, all others are familiar with this stage of IPO review. Indeed, during this phase of application, the issuer is supposed to provide authorities (CSRC) with all relevant documents.67 After verification by the body, the agency gives notice that the process is pending approval. This activity normally happens after five days.68

Alternatively, IPO processes that involve the Technology Innovation Board are often submitted through the Shanghai stock exchange, which gives notice of acknowledgement after five business days.69 The fifth stage of the Chinese IPO process involves a review of the CSRC procedures. Several activities could occur at this stage of the IPO process, including pre-disclosure, obtaining feedback, conducting face-to-face meetings, undertaking pre-disclosure updates, or obtaining official approval/issuance for the linked securities (among others).70

Preparation by exchange is the next step of the IPO process. It happens after approval by the CSRC. At this stage of development, negotiations could be done with traders about stock quotes, codes and such abbreviations. Amendments to the registration process could also be done at this stage of development, including the submission of relevant documents to the appropriate exchange market. The final process of review often involves listing or trading on the appropriate stock exchange market.

The seventh step in the Chinese IPO process is the offering phase where there is a release of capital commitment and the issuance of the share registration certificate.71 At this stage of development, several activities are associated with the listing process, including a publication of the prospectus, development of offline price inquiries and offline subscriptions.72 The last stage of the IPO process is the listing phase, which involves a publication of the prospectus, listing of the application and reviews. The supplementary listing application is also provided at this stage and approvals, notices, and announcements made at the same level of analysis.

Post-IPO Requirements

The current IPO legal environment in China requires companies to engage in continuous disclosure requirements after the listing process.73 The process should involve regular ad hoc reporting such as an annual or quarterly presentation of the company’s performance. Sometimes, ad hoc reporting may be required in cases where the company has undergone a significant change. For example, an alteration to the number of directors or company shareholders may warrant an ad hoc report. Tender offer rules are also observed as a post-IPO requirement when an investor acquires more than 30% shareholding after listing.74

Broadly, the laws governing the Chinese IPO market follow international best practices, but the slow manner of approving them is denting the prospects that there would be more willingness for companies to request for listing. However, the 2018 changes to the IPO legal environment have seen an increase in the number of approvals.75 Relative to these observations, the CSRC plays a crucial role in regulating the listing process but a review of the recent application process shows that the agency is not only interesting in a company’s profitability, but also the soundness of its internal controls.

The transparency and authenticity of its disclosures also play a critical role in influencing the decisions of the CSRC to list, or not. Furthermore, increased standards of scrutiny have led to a surge in the number and calibre of companies seeking to be listed. Coincidentally, the quality of applications has similarly improved.76 Overall, the emphasis by the Chinese government on the role of the CRSC in regulating the country’s capital markets means that there may be an increase in the number of IPO activity in 2019.

IPO Law in the UK

The UK regulatory regime on IPO issues is known for its strictness and high standards of supervision.77 This type of quality control has been beneficial to investors through an increase in the number of foreign investment flows to UK companies based on the extent of reporting requirements imposed on listed companies. The UK corporate governance Board outlines rules and procedures that issuers have to follow during the listing process.78 The Investor Protection Committee also enforces specific rules and processes that companies have to follow to protect shareholder interest.79

Inclusion into Financial Times Stock Exchange (FTSE) UK Indices

The FTSE UK index is an indicator of the share prices for the top 100 companies in the UK.80 These firms have the highest market capitalisation in the UK and movements in share prices are largely seen as an indicator of the performance of the broader economy.81 Organisations that have been approved for inclusion to the FTSE UK securities are often categorised according to different indices, based on their market capitalization.

By being included in this index, they benefit from increased public exposure and improved investor confidence. The UK law stipulates that companies, which request for inclusion in the FTSE, should have premium-listed shares.82 Share prices also have to be quantified using the sterling pound and must have a minimum free float of 25%.83 Comparatively, companies that are not based in the UK are required to have a minimum free float of 50%.84

The Listing Process

In the UK, listing is a two-pronged process whereby a company seeks approval by the Financial Conduct Authority (FCA) to be securitised. The second part involves an approval from a regulatory body in the London stock exchange for such securities to be traded. Therefore, in the context of this study, the listing process refers to the request by a company to have its shares admitted for listing. The FCA is the government agency mandated to formulate the criteria for listing and approve such requests.85

The rules set out by this body set out the policies and procedures that have to be followed before listing. For example, it stipulates that a company seeking admission for listing must provide a prospectus.86 The UK law provides options of only two types of listing: premium and standard. The premium option is synonymous with the trading of equity shares and global depository receipt (GDR), while the standard option is characterised by the trading of shares, GDRs, debt-like securities, securitised derivatives and Mac securities.87

The basic condition for listing and trading in the UK are outlined in section 2 of the FCA rules.88 Admission to the official list requires a careful review of a company’s financial performance, quality control processes and internal operations. For example, one of the criteria for listing is the issuance of securities by a corporate entity. The law also requires participants to be compliant to the existing legal environment and publish a prospectus approved by the FCA.89

Nonetheless, it should be understood that some of the provisions or requirements outlined above only appeal only to premium listings. For example, the existence of an appropriate trading history and the satisfaction of quality standards for the financial information provided are requirements that are linked with type of listing. The FCA plays a critical role in safeguarding the interests of investors throughout the listing process. Consequently, it may impose a set of preconditions that it deems important for the protection of shareholder interests before the public issuance of shares.

Admission to Trading

As highlighted in this document, the UK law requires companies that want to be listed on the stock exchange to get approval from the FCA. This body admits them to the official list, subject to current rules and requirements. In addition to this legal provision, companies are also required to get admission to trading.90 This statement relates to the shares it wishes to list. The various stock exchanges involved also have their additional rules that must be observed before such trading occurs. Upon satisfaction of these requirements, admission to trading is granted. However, for such permissions to be provided, a meeting with the exchange is often organised.91

Thereafter, an admission timetable is developed no later than 10 days before the issuer intends to commence trading. All securities in the class issued are moderated by the listing rules. All future issues are also required to be subjected to the same conditions or requirements that granted permission for trading in the first place.

An exchange market may also impose specific conditions to companies before listing. Companies need to comply with these preconditions in addition to the laws laid out by the regulators. However, before permission to trade is granted, the stock exchange often requires a company to nominate a board of director or senior employee to act as the main point of contact between the firm and the stock exchange.92 The importance of having such a nominee is to hasten communications between the exchange and the company, especially concerning important matters relating to disclosure, admission and regulatory matters. Admission or permission to trade is often announced on the exchange’s website. This kind of contact is deemed an official way of communication between the issuer, exchange and the public.93

After a company gets admission to trade, it should be able to settle its shares in a dematerialised form. To do so, the Euroclear UK and Ireland must be consulted to provide the framework for transferring shares directly.94 This provision has an effect on non-UK based companies seeking listing because they have to hold their shares in trust (in a depository) before approvals are granted. The issued shares are in the form of depository interests, which signify an interest in the company’s shares.

Due Diligence, Legal Review and Verification

It is important for companies to undertake a legal review of the processes governing share issuance in the UK to avoid the pitfalls of getting an application disallowed. The legal review process is linked with due diligence to find out whether there are any legal issues concerning the company that intends to go public. The legal issues that could be identified from the process may involve an analysis of the management structure (directors), or industry-specific problems.95

These concerns are often included in the prospectus but it is also possible for such data to miss form the document. Identifying or disclosing such issues will minimise the risk of legal liability.96 Therefore, the due diligence process and legal verification required before issuance should assist in drafting the prospectus by making sure that all relevant information is included on the document and that such data is accurate. The review process may assume different forms, subject to the circumstance of issue or the industry involved.

An accountant is often commissioned to verify all financial statements relating to a company before issuance.97 Additional work may be done on the company’s prospectus to present accurate statements regarding working capital and profit forecasts. A company’s legal department may also be involved in the same process through collaboration with other professionals or state agencies to review corporate records and organisational statements. Such deliberations may cover different documents relating to a firm’s operations, including contracts with lenders, material leases and any outstanding legal issues (among other factors).98 The due diligence or legal review process may also involve an in-depth analysis of the regulatory environment if the listing process involves a heavily regulated industry.

Sponsor and syndicate members are often tasked with the responsibility of conducting due diligence. The agencies do not have to follow a known process for review because the nature and procedures governing the system are subject to existing industry dynamics and nature of the issue.99 Nonetheless, the areas that get the most attention in the verification process depend on the nature of information or issues that emerge from the due diligence.

For example, the credibility of the directors is a common area of concern when conducting due diligence because questionnaires are often sent to directors or major stakeholders to verify their educational backgrounds, remuneration packages, independent holdings and such material factors affecting corporate operations.100 As highlighted in this section of the report, the contribution of an issuer’s legal advisers in the verification process is also instrumental in verifying the information that will be contained in the prospectus sent out to the public.

Methods of Listing

The methods of listing outlined in this section of the report refer to the techniques a company could use to bring its shares to the market. Regardless of the techniques discussed on this platform, it is important to understand that the law demands that a prospectus be developed.101 Companies that are held by the public (at least 25% of ownership) are allowed by law to list without the issuance of new shares or the trading of existing ones.

Since their introduction to the market may not yield much capital returns, the underwriting process is rarely useful. This technique of listing is deemed among the easiest ways to list because not capital gains are expected. Therefore, companies that list this way have specific needs that should be addressed by going public. For example, those that have detached from parent companies may find this type of listing useful to their operations.102 Similarly, firms that already have their shares listed in a different country but want to be enjoined in the standard listing process may also find this method useful to their operations.

Comparatively, companies that want to raise capital from listing may find placing as the most common method of going public. These types of firms often have a targeted investor, such as an institution or a large shareholder that wants to buy shares.103 It is a standard practice in the UK for companies that want to list their shares (through placing) to market them before the determination of a price. Instead, the input of investors is sought and the feedback is used to not only determine the price but the market size of the shares as well. When the feedback is incorporated in the company prospectors, the law requires that the issuing company publish the results through a brief pricing supplement.104

The provision of intermediary offers is another way that the UK law allows companies to list on the stock exchange market. This type of share issue is similar to the above-mentioned placing option because both of them involve marketing of new or existing securities through an offer. However, the intermediary option recognizes the involvement of a third party who would then market the same securities to other parties (usually privately) or to specific clients.105 Therefore, in practice, the intermediary option only applies to shares that have already been placed. However, unlike its contemporaries, the intermediary option allows for the allocation of shares to a bigger investor base.

The third option allowed by the UK law to list shares is through subscription.106 A company’s sponsor usually develops this option and the intention is to appeal to the public. This technique of share issuance may be applicable to existing securities or new ones. If it involves existing shares, the common understanding is that they would apply to an offer or sale, but new shares will often involve a subscription. Such offers for sale are often subject to a thorough underwriting process.

An international offer is also another method for listing and the UK law accepts that. It refers to the allocation of shares to investors who may be operating within the country’s domestic market or in foreign markets. Nonetheless, most companies seek foreign listing to avoid capital restrictions in the domestic market or because they are seeking a global shareholder base.107 Based on the international nature of this listing method, several legal frameworks may be used to complete the listing process. Most companies in the UK that have chosen this listing method have the goal of undertaking a similar listing in the United States (US).

However, for such US offers to occur, registration needs to be done by the securities exchange commission (SEC), unless an exemption is provided.108 Often, companies that choose this method of listing do so to improve their international image or reputation with investors. Therefore, giant multinationals often list their shares in this manner.

Obligations for Listed Companies after Issuance

The FCA imposes strict rules for companies to comply with after listing. The rules are developed to maintain the spirit of fairness and orderliness in the market.109 One of the guiding principles for most of the listed companies is to establish and maintain adequate procedures for ensuring that a company complies with existing rules and principles of the FCA. Firms are also required to comply with FCA policies whenever there is a need to and particularly where verification processes are being undertaken.110 The listed companies are also required to take proactive measures to educate directors about their roles and responsibilities concerning the listing processes.

These procedures are pertinent to the smooth running of the stock exchange market because they apply to most areas of information disclosure. The “listing rules 10” which relate to significant financial transactions and “listing rules 11” that are linked to party transactions outline civil procedures that must be followed after listing.111 The same laws also ensure that there is a timely provision of information to the markets.

UK laws on listing also govern the disclosure of confidential information because companies are mandated to provide material data about a company’s processes to the markets. Such confidential information relates to issues that concern the issuer and that are precise but not available to the public. To assess whether the information is pertinent to the markets, or not, the law uses a reasonable judgement principle whereby data, which an investor would ordinarily use to make investment decisions, are to be availed to the market.

Such information may relate to different functions of a company’s operations and they may concern a change in the its financial performance, business operations or other significant changes to the environment. Nonetheless, in unique situations, it may be permissible for a company to withhold important information. However, three requirements have to be fulfilled for this to occur:

  1. the firm should have had a legitimate reason for presenting the disclosure,
  2. the failure to disclose information should not mislead the public and
  3. the firm should make sure that it could guarantee the confidentiality of the data.112

The FCA also requires listed companies to maintain a list of people who have inside information about the company. The list should also contain further information regarding whether the employees have unlimited or limited access to the confidential data.113 This list is often maintained for five years and is regularly updated to reflect any changes to the people listed or circumstances for listing. In addition to maintaining this line-up of officers privy to the company’s information, the UK law also requires the directors of listed companies to disclose any interests or dealings the may have with the company. Such disclosures are often done within a 3-day window.114

A financial threshold of 5,000 Euros is used to identify dealings that companies are required to disclose. However, in practice, this requirement is often disregarded as companies try to “play safe” by disclosing all dealings, regardless of the threshold.115 Lastly, obligations for financial reporting are also imposed on listed companies according to the rules specified in chapter 4 of the disclosure guidance and transparency rules. This provision requires that listed companies publish their audited accounts no later than four months after the close of their financial years.116

Differences and Similarities between Chinese and UK IPO Laws

Differences

One of the fundamental differences that emerged from this review of the Chinese and UK legal systems is the treatment of foreign capital and companies. The Chinese IPO laws tend to impose more restrictions on the trading of non-Chinese companies in the country compared to the UK, which has a more liberal approach to this matter. This difference explains why the Chinese law allows foreigners to set up specific types of businesses, while disallowing them from engaging in others.

Particularly, the law encourages them to establish Sino-foreign companies that operate within specific industries. More strategic sectors of the Chinese economy and way of life are characterised by Chinese-based organisations. Chinese listing rules highlight the same bias because more listing requirements are imposed on foreign-based companies compared to their Chinese-based counterparts. This difference in legal application of law partly explains why the Hong Kong Stock exchange is more vibrant than the Shanghai or Shenzhen stock exchanges (because of the influx of foreign capital).

One of the main differences between the Chinese and UK IPO laws is the method of approval. While the UK relies on the registration-based system to approve IPOs, China uses the CSRC. In other words, this body has the responsibility of reviewing the IPO request of any prospective issuer to make sure that they comply with the existing legal requirements of the state. Administrative backlog has been the biggest problem impeding the approval of timely IPOs in China. It is reported that some IPO requests could take up to three years to be approved. Nonetheless, changes made in 2017 have reduced the approval time to only nine months.117

Broadly, compared to the UK, Chinese laws on IPOs are unique on seven fronts: applicant eligibility, financial criteria, review process, the board of supervisor’s requirements, competition, foreign investment restrictions and lock-up periods. These areas of analysis are discussed in detail below.

Foreign Investment Restrictions

Chinese law stipulates that when an issuer conducts their business in an industry that restricts foreign ownership, they will not be permitted to issue their shares in China. However, this is not true for the UK because it does not have such protectionist laws. In addition, the UK law allows for indirect control agreements (subject to disclosure rules) governing issuing companies. Comparatively, in China, the CSRC does not permit such agreements. Particularly, control agreements that are subject to variable interest entities are rarely approved.

Competition

Laws and regulations surrounding competition in China and the UK also outline another point of comparison for IPO rules in both markets. In China, the CSRC plays a vital role of making sure that there is little conflict between the issuer and the entity with the controlling shares but the UK laws simply require such conflicts to be disclosed prior to the listing process. Nonetheless, such a provision is not contained in the Chinese legal framework. Therefore, the UK law is not necessarily neutral in conflicts because the law still requires that such competition be absent, as a listing requirement.

Lock-up Periods

The Chinese law stipulates that owners of controlling stocks be subject to a three-year holding period before they could trade their shares. Other types of shareholders have a smaller lock-up period of one year. The UK legal framework does not specify such requirements because underwriters primarily determine the lock-up period. Therefore, listing rules rarely take precedent in such evaluations.

Requirements for Board of Supervisors

The categorisation of locally traded Chinese shares as either “A” of “B” status attracts different kinds of rules for the composition of the Board of Directors. For example, the class “A” share companies are required to have a board that is comprised of about three members. Within this setup, one third of the board’s composition should be comprised of an employee representative. The Chinese law also forbids directors and senior managers to supervise other employees because there would be a conflict of interest as the law contemplates that the supervisor should oversee some of the functions of senior management.

Review Process

As highlighted in this report, the UK and Chinese laws on IPO are fundamentally different in the manner they both treat the review process. While the UK uses a registration process, the Chinese system through the CSRC, uses a registration system. The approval model requires a thorough review of all applications, thereby explaining the long waiting times associated with Chinese IPOs. Comparatively, the UK law on review procedures has been remodelled over the years to be less susceptible to policy considerations.118 This is why the review times are relatively shorter compared to China.

Financial Criteria

Unlike the UK law on IPOs, the Chinese government requires that all prospective issuers should have a positive net cash flow. The UK law does not have such stringent requirements because it is not obligatory for all issuing companies to have a positive net cash flow.

Eligibility of Applicants

Unlike the UK law, the Chinese regulatory environment requires that all A shares listed on its major stock exchanges be of Chinese-based companies and transacting using the local currencies. This reason explains why many foreign-owned enterprises that are listed on the UK stock exchange do not appear on the Shanghai or Shenzhen stock exchanges. Restriction laws governing each industry are also pertinent in reviewing approvals because those that are tightly controlled are subject to a no-objection disclosure by the relevant authority.

Similarities

IPOs in China are similar to the UK in the sense that they follow common steps of listing approvals, such as conducting due diligence, preparing approval documents and developing a prospectus for the client’s use. Similar to the introduction of the Technology Innovation Board in China, the UK also has similar groupings that protect the interests of large institutional shareholders.119 For example, the Pension and Lifetime Savings Association is mandated with the responsibility of advocating for the rights of institutional investors holding pension funds. Although some of the recommendations provided by these bodies lack capacity for enforcement, they are largely respected by all participating stakeholders.

The roles of the CSRC and the FCA in the UK are also similar in these sense that they follow two principal modes of communication. One of them is the admission of liability by an issuer in case investors suffer losses because of acts of omission or commission and the other is a requirement that a registration certificate be filed with the appropriate body and with all the relevant documentations.120

Many of the provisions for listing outlined by the Chinese Securities Exchange commission parallel those of the FCA because in the absence of an exemption for registration, potential issuers must file a registration statement with the relevant stock exchange markets. The FCA and the CSRC also prohibit the sale of securities before the effectiveness of the registration certificate is ascertained. Lastly, both bodies require the prospectus to be delivered before the sale of the applicable securities. Although these security laws (in both countries) are largely similar, they also vary on several fronts. For example, the FCA prohibits the development of written offers before the effectiveness of the registration certificate and the CSRC does not.

Secondly, the FCA demands the development of written offers before the effectiveness of the registration certificate, regardless of the timeframe involved. Comparatively, the CSRC is keen on timeframes. Although the FCA does not mandate companies to have an offer before the development of a statutory prospectus, it prohibits the publications of information that would be contrary to its provisions.

The provisions for liability involving the FCA and CSRC are also similar in the sense that both of them outline identical information that needs to be included in the relevant registration statements. They also demand the provision of diligently prepared disclosure statements. Particularly, the FCA contains provisions that allocate liability to the issuer in case there is misleading information about disclosures. Alternatively, the CSRC allocates most of the responsibility for disclosure statements to auditors unless they are able to demonstrate that they did not act negligently. In addition, both security exchanges pay a lot of attention to the underwriting process.

In this regard, the Chinese listing process conforms to most of the steps outlined in the UK IPO market. For example, both of them have the same disclosure requirements. Nonetheless, since all the parties that take part in a public listing process have to undergo strict procedures for participation, little attention is given to the disclosure statements provided on company prospectus. Furthermore, the threat of a lawsuit from a shareholder based on the failure to disclose the correct information has forced many companies to include accurate data on the company prospectus.121 Although the need for conducting a proper due diligence is also part of the Chinese IPO law, they are not rigorously implemented, especially in the registration process. This outcome is made possible by the rigorous merit reviews done before the listing process commences.

The regulatory philosophies that characterise the Chinese and UK IPO laws are reminiscent of the attitude of government agencies in both jurisdictions. Indeed, the attitudes of the appropriate securities exchanges and other self-reporting agencies reflect the regulatory philosophies practiced in both markets. For example, unlike in China where the CSRC is an extension of the Chinese government, the FCA acts as an independent agency in the UK.122 Therefore, it operates according to the rules and regulations generated from within the organisation and that are in alignment with international best practices, as opposed to customised laws that may only appeal to a specific group of interested shareholders. Even when the FCA makes informal rules, the outcome are often published publicly through a “no-action process.”

In China, the CSRC is entrusted with the responsibility of supervising the securities exchange market and it exercises a lot of discretion in the execution of its functions. The CSRC is regarded as a professional bureaucracy and it operates as one of the most powerful government agencies in the country. The operations of the CSRC are often shrouded in mystery and minimal scrutiny of its decisions is made, especially because it may give informal instructions about specific industry operations to players within the market.

Although this body does not have the powers to influence the merits of each issue, it exercises broad authority and powers in the supervision of both the Shanghai and Shenzhen stock exchange markets. In this regard, there is little contention that the CSRC has significant powers to formulate rules and policies that guide the conduct of all companies wishing to participate in the stock exchange market.

The main characteristic of the Chinese IPO law is that it is based on statutory laws for regulating public issuance. This law follows the model outlined by the FCA at least to the extent of defining legal disclosures that companies have to make in the course of seeking approval for listing. Throughout the years, China has only made minimal changes to this framework until the introduction of the technology innovation board, which is trying to accommodate new listing requirements for new companies.123

Based on the inter-positioning of the Chinese stock exchange market, the CSRC has dominated the issuance of shares in the Chinese IPO market through the enactment of strict rules and processes, which have even made disclosure a relatively insignificant process because few companies are willing to incur the penalties of not doing so or providing inaccurate information.124 Therefore, a thorough merit review is one of the surest ways of getting approval to participate in the stock exchange. This provision is true for both the FCA and the CSRC.

The above mentioned regulatory bodies apply IPO laws based on two premises. The first one relates to disclosure because both sets of laws require companies or issuers to provide accurate information about their share issue that would be pertinent to investors. The second requirement is that all persons associated with the process of selling shares should be treated with respect and honesty. In other words, the wishes of the investors should be prioritized above all other considerations.

China’s place in the global economy is seen as one that could upset the overall political and economic structures of doing business, particularly in many emerging economies. A comparison between the country’s legal environment and that of the UK has provided an opportunity to compare one of the most commonly used legal precedence (English Law) and a more cultural-specific understanding of legal dogma in China. The difference in legal application of Chinese and UK laws could explain some of the difference in IPO laws between the two countries. For example, the UK law is based on common law application, while China’s system is based on civil law.125

Both sets of legal frameworks could influence most aspects of IPO laws formulation and implementation, leading to differences in enforcement and enactment.126 The political system in China where the executive holds a lot of power in the formulation or implementation of legal contracts cannot be ignored when analyzing differences in IPO laws between the UK and China. This is because the executive has a firm hold on the judiciary, thereby influencing how laws are implemented and enforced. Comparatively, the UK has an independent judiciary and the application of IPO law is strictly assessed based on the merits of a case.

Broadly, the global financial market has seen an influx of complex instruments of trade that have not only increased activities in the capital markets authority but also increased the number of IPOs published within specific markets. The continuous search for better tools of financial analysis has yielded a greater push to attract the best investors both locally and internationally. Based on the nature and structure of the UK and Chinese IPO laws, one can conclude that both jurisdictions present flexible terms for carrying out a public offer and obtain permission to list on a securities market. Nonetheless, it should be observed that the security regulations of the capital markets authority in both the UK and China are complex and that may require an assessment of law, which is different form that governing organizational processes.

A broad assessment of the difference sand similarities between the Chinese and UK legal frameworks for IPOs also reveal that the UK relies on a marketing system based set of laws while China strives to have a planned economic model where the implementation of laws is geared towards achieving broader objectives of development. Many companies that are going public today are keen on analysing the effects of geopolitical uncertainties on the IPOs or going public regardless.127

Conclusion

Regardless of whether a company is listing on the UK or Chinese stock exchange markets, both legal frameworks have the same goal, which is to protect the integrity of markets. The processes that companies have to go through to participate in the IPO market are deemed a distraction to management because there is a checklist of items that have to be satisfied before such a process can be legitimised. Despite these difficulties, it is important to respect the legal frameworks of each country because they secure the integrity of the markets.128 Therefore, regardless of the hassles involved, investors should know that both the UK and Chinese legal systems are designed to uphold market integrity.

The approaches used to achieve this goal differ but broadly, three phases of the IPO process emerge as a common area of application for both UK and Chinese legal systems. The three phases include pre-offering planning, due diligence and closing the offering. Both Chinese and UK regulatory systems require issuers to prepare documents pertaining to historical financial data and the recruitment of qualified personnel, including the Board of Directors and any other senior personnel that will act as a liaison between the company and the stock market agencies. The Chinese and UK legal structures also require organisations to update their capital structures to represent one, which is acceptable for a public company, subject to jurisdiction-specific rules governing the same.

Both Chinese and UK legal systems also contain provisions for due diligence whereby a company’s claims are verified and authenticated. Each legal system has a different set of requirements that have to be fulfilled for companies that operate within China, the UK and outside of the two nations. This is why both systems require companies to draft an IPO prospectus that acts as a guiding document for what will be entailed in the listing process.

Such prospectus may involve different types of information relating to the issuer, such as management’s experience, industries operating and the overall vision of the firm. The listing applications are supposed to be filed by the various stock market exchange authorities before trading could commence.129 China has had a challenge in this regard because its application processes have been criticised for being slow. Consequently, changes have been made to the approval requirements to make the process more efficient and reliable. The UK does not have such a challenge because its legal system is more expedient than the Chinese model owing to years of IPO experience involving local, European and foreign companies.

The last area of listing addressed by the Chinese and UK legal systems involves a close of the listing process. In other words, both systems require the implementation of new controls and procedures to secure appropriate levels of transaction integrity. It is only through the development of these safeguards that the actual listing process commences. Broadly, the IPO processes for both countries (China and the UK) are more detailed than has been previously believed because advanced levels of planning are involved. Coupled with the need to seek the services of a team of competent advisors, the odds of conducting a successful IPO process are greatly improved.130

Overall, the Chinese IPO market operates under one of the most robust regulatory frameworks on the Asian continent.131 A recent report by the Price Water House Coopers (PwC) suggests as much because it demonstrated that the Chinese Securities Regulatory Commission has instituted a sound legal framework for governing IPOs in mainland China and Hong Kong.132 The new set of rules (mostly outlined on the Technology Review Board) shows that there has been significant progress made in improving scrutiny across the board. The UK regulatory market is similarly robust because it has taken authorities several years to come up with laws that will not only be fair to the issuing companies but also the investors as well.

Nonetheless, both UK and Chinese stock exchange markets are vulnerable to economic uncertainties and market upheavals that affect price movements. The findings of this study would be useful to investors who wish to make a profit by transferring their capital in either the UK or China. Particularly, the widespread global attention on China highlights the need to understand how its legal system would affect investments made in the country’s capital markets. The findings of this study would also be useful in promoting economic integration between China and the UK from a financial perspective as the impact of the Asian giant on the UK has already been felt in other sectors.

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Footnotes

  1. Kahle K and Stulz R (2017) Is the US public corporation in trouble? The Journal of Economic Perspectives 31(3): 67-88.
  2. Yang A (2015) Research on the legal risk and governance for the affiliated business in the construction industry. Chinese Studies 4(1): 64-68.
  3. Sundarasen SD, Khan A and Rajangam N (2018) Signalling roles of prestigious auditors and underwriters in an emerging IPO market. Global Business Review 19(1): 69-84.
  4. Cui W and Ye M (2017) An introduction of regulatory focus theory and its recently related researches. Psychology 8(1): 837-847.
  5. Huang L and Chang M (2018) Why do travel agencies choose to undergo IPOs in Taiwan? Tourism Economics 24(1): 79-91.
  6. Bhaird MC, Owen R and Freel M (2019) The evolution of entrepreneurial finance – 10 years after the global financial crisis. The International Journal of Entrepreneurship and Innovation 20(4): 235-238.
  7. Baluja G (2018) Does size matter for IPO survival? Empirical evidence from India. Vision 22(1): 88-104.
  8. Viña LY and Black SL (2018) US equity crowdfunding: a review of current legislation and a conceptual model of the implications for equity funding. The Journal of Entrepreneurship 27(1): 83-110.
  9. Zhang W and Yang P (2018) Research on the dynamic relationship between exchange rate and stock price – based on GARCH-in-Mean Model. Journal of Service Science and Management 11(1): 691-702.
  10. Li X (2017) A research on the relationship between the stock holdings of institutional investors and the stock price synchronicity of SME board market. Technology and Investment 8(1): 1-10.
  11. Brahmaiah B (2018) ADR on unauthorized liquidation of futures positions at the stock exchange in India: an empirical study. Theoretical Economics Letters 8(1): 2409-2415.
  12. Hussaini M, Shafaee AM and Garang A (2016) An investigation on the existence of momentum in the stock exchange of Thailand. Modern Economy 7(1): 327-335.
  13. Abdullah S, Kabir M, Jahan K and Siddiqua S (2018) Which model performs better while forecasting stock market volatility? Answer for Dhaka Stock Exchange (DSE). Theoretical Economics Letters 8(1): 3203-3222.
  14. Ma W (2018) A crazy gamble: Xintai Electric in China malicious fabrication and packaging market case. American Journal of Industrial and Business Management 8(1): 393-403.
  15. Musawa N and Mwaanga C (2017) The impact of pension funds’ investments on the capital market – the case of Lusaka Securities Exchange. American Journal of Industrial and Business Management 7(1): 1120-1127.
  16. Mwaanga C and Njebele N (2017) The long-run and short-run relationship between the exchange rates and stock market prices. Journal of Financial Risk Management 6(1): 315-324.
  17. Law Business Research 2019, UK: Initial Public Offerings. Web.
  18. Law Business Research 2019, UK: Initial Public Offerings. Web.
  19. IBR 2019, China’s IPO market slowed by 76% in 2018, PwC finds. Web.
  20. IBR 2019, China’s IPO market slowed by 76% in 2018, PwC finds. Web.
  21. IBR 2019, China’s IPO market slowed by 76% in 2018, PwC finds. Web.
  22. IBR (2019) China’s IPO market slowed by 76% in 2018, PwC finds. Web.
  23. IBR 2019, China’s IPO market slowed by 76% in 2018, PwC finds. Web.
  24. Musawa N and Mwaanga C (2017) The impact of commodity prices, interest rate and exchange rate on stock market performance: evidence from Zambia. Journal of Financial Risk Management 6(1): 300-313.
  25. Marcelle AL, Ushad S and Lamport M (2017) Testing the efficient market hypothesis in an emerging market: evidence from forex market in Mauritius. Theoretical Economics Letters 7(1): 2104-2122.
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