IPO Knowledge
Expanding Enterprises
Must Go Public
As China becomes the
world commerce member, enterprises should adapt to the international
competition, should make big and powerful, listing is the trend of the times.
First, explain Chinese the following 10 years from macroscopic, be even
developed continuously in longer period, the degree of dependence to the
international capital market will strengthen. Development of the following
dozens of years such as Chinese enterprise one exchange each other with
international capital market and international operation, result that collide,
it quite has challenge to finish this course joined. In order to meet challenge
better, the government and Chinese capital market, putting out a series of
policies promotes enterprises to be listed, encourage enterprise's overseas
listing financing.
(1) , the government
encourages and supports: Our country, according to WTO regular demand and
commitment of China's accession to WTO, set up the management system which
accords with the international practice progressively; And according to the
needs of national economic development, are advancing the level opening to the
outside world constantly, two market close to combine together both at home and
abroad, with positive posture, in more extensive field, participate in the
economic globalization process. At present, the government offers positive
encouragement and support no matter in such aspects as policy, fund, listed and
created the stringent environment for enterprises, promote enterprises to be
listed in a more cost-effective manner.
(2), enterprise's
overseas listing is an important step opening to the outside world of capital
market of our country: After joining WT0, the Chinese capital market integrates
with the capital market outside the country, domestic enterprises, through
listing abroad, having offered the information platform for understanding
domestic enterprises in the overseas enterprise, in order to move towards
outside the country in domestic enterprises the capital market has created the
good beginning too. Through listing abroad, enterprises have improved one's own
overseas reputation virtually; create favorable condition for development in an
all-round way of enterprises. Domestic enterprises, through listing abroad,
utilizes and borrows the earning ratio that the capital raises the own fund, it
is a kind of effective financial means.
(3) Realistic meaning
listed that, Chinese enterprises are overseas: Because the overseas capital
market is riper than that of the domestic capital market, the capital supplies
more abundant, the fund cost is relatively low, therefore, enterprises of our
country accelerate abroad listing paces have important realistic meanings. The
situation of the international capital market is more favorable in overseas
financing to enterprises of our country at present, so, it is one of the
importance contents that the present commercial affair of our country works to
expand and utilize the resource outside the border; Meanwhile, our country
utilize high-level reciprocal visits fully and how bilateral to get in touch the
mechanism and consult the mechanism while being economic and trade, set up the
prestige and image of Chinese enterprises on the international capital market,
support and promote Chinese enterprises to go on the market overseas.
Enterprise overseas to list most heavy meaning is it promote enterprise improve
to lie in, large-scale state-owned enterprise overseas to list important impetus
to the SOE reform appear day by day already. The external ripe market has
relatively high expectations for listed company, the listing course is the
course of forcing enterprises to reform system, through listing and accepting
more high-quality investors and supervision of more normal international capital
market abroad, the reform, development and improving to enterprises are of great
advantage. Look from this meaning, an overseas primary purpose that is listed of
domestic enterprise, should reform through the normal company at the request of
modern enterprise system, is it is it socialize produce and require by market,
accord with international practice, have strong strength and develop modern
enterprise of vigor to meet to set up.
(4) , overseas listing is
an important channel that Chinese enterprises raise the fund: Chinese
enterprises have entered the international capital market since the beginning of
the 1990s last century, it is in Hong Kong at first, later on reaches North
America, the security market operation norms of these countries and regions,
legal system are ripe, imbued with innovation, has already formed a set of very
strict and normal operation systems, in recent years, several hundred domestic
enterprises have succeeded in being listed in Hong Kong, Singapore, North
America, not merely realize financing, promote the company to perfect the
corporate governance structure, use international advanced management mode and
experience for reference and absorb, and distribute the network through world of
the exchange, touch the international market conveniently, have realize the
integration with world, has improved the market influence power and
competitiveness of enterprises.
(5) , enterprise's
overseas and listing transaction cost is reduced progressively: With the change
of the market, supervision environment and system factor, the high-quality large
and medium-sized enterprise will be listed overseas more convenient, enterprise
connection with overseas market day by day close, enterprise too reducing
thereupon overseas listing transaction cost; Meanwhile, the constant deepening
opening to the outside world makes enterprises have greater independence while
choosing the listing place too, the overseas and listing trend of Chinese
enterprise will be more powerful, especially the medium and small enterprise run
by the local people.
Second, speaking from the microcosmic no matter large, small and medium
enterprise, enterprises should make big and powerful, competitive, can help
enterprise's development to attain a yet higher goal after being listed:
(1) , the mobility of offering a share to enterprises, making the
shareholder's share can be bought and sold and arbitrage;
(2) , help enterprises to standardize the structure and management;
(3) , enable enterprise fast, easy collected fund and financing;
(4) , favorable to enterprise annexation, the rearrangement of assets and
purchasing;
(5) , improve enterprise's public image and the prestige to the customer;
(6) , contribute to enterprise's winning bank loan;
(7) , convenient enterprises issue the welfare stock to the staff, make the
staff's enthusiasm and enterprise's interests get in touch closely.
Advantages for
Enterprises listed in North America
Canada is a developed country of a plural culture, no matter go or from market
situation from policy guidance, Canada government has welcome Chinese enterprise
reach Canada begin to merchandize straight at present.
First,
Canadian market and enterprise are special
1. Common people think the market economy of the
western developed country is the market economy that totally lets drift. In
fact each national government participates in and manages the economic activity
in varying degrees. The Canadian government participates in the management of
the macro economy too; the federal government has state-owned enterprises. The
municipal government in the province has enterprises under municipality under
the province.
2. Canada vast in territory, but most place is it
develop to have (whether possibility that will develop on a large scale in the
future very), so the total supply and demand protects certain scale. The
economic indicator per capita leads in the world. Though in terms of resource,
Canadian economic potential is infinite, but expected to only keep the rate of
increase above the average of western developed country in future economic
growth.
3. Canadian economy is international trade type,
specially rely on U.S.A.'s economy, especially some “the three-processing and
one compensations “like U.S.A. of manufacturing industry of Canada Processing
base, but Canada tries hard to develop the independent industry. Science and
technology, open up other regional markets.
4. It is indirect adjustments and controls
enterprises that the Canadian governments at all levels are basic. It is
industrial and commercial registration, tax, labor insurance, human resources to
have directly relevant departments with enterprises (The retired pay and
unemployment insure) The department, it is the customs of imports and exports to
be related to business scope is commercial license plate of municipal
government, health quarantine of the food and beverage, intellectual property
right, weights and measures, and administrative department of the noxious
substance.
5. The government of Canada adopts the passive
way to the supervision of enterprises; it usually assumes enterprises observe
the law to operate legitimately. Except that the customer complains. Involved
other cases, or is spotted check outside by the government organs, the general
government department wills not check and intervening enterprise's normal
operation, and there is no arbitrary charge. Feeling of imposing arbitrary
quotas, enterprise is it deal in illegally to find, its heavy punishment may
make enterprises reach the edge that go bankrupt, so few of people dares to defy
the law, most enterprises and enterprise family all operate within the limits of
the law consciously.
6. In hundreds and thousands of enterprises in
Canada, small and medium-sized enterprises take the great majority.
Large-scale companies are all American company or the subsidiary in
Canada of trans-corporation. Canadian government
has a lot of special support measures to small and medium-sized enterprises.
7. Nowaday enterprises appeared from a large
number of family enterprises and enterprise handling official business at home
in recent years, this is individualized in era of knowledge-driven economy.
Miniaturization and inexorable trend of the network, the government holds
supporting in handling official business at home and puts the attitude, there
are many preferential policies on the tax.
8. Canadian enterprises are relatively absorbed
in training the key competitiveness. Except that some large-scale enterprise
groups adopt the pluralism. Many trades develop outside, most enterprises;
especially small enterprises all concentrate on a certain trade or a certain
product. Serve. Some enterprises and entrepreneurs persevere for several
decades as if it were one day on the specific business, though suspected of
satisfied with the existing state of affair sing, it may accumulate the essence
skill, its life is lived more easily, have given consideration to the business
and life.
9. Enterprise operation get on with function
enterprise operation tending towards function wrap up to melt. Namely the
administrations of enterprises, financial affairs, Personnel, advertisement,
public relations. It melts Y. pass transportation, etc. Function it trust
infrastructure Management Company not commercial of society of. Commercial
Service Company, accountant, book keeper, lawyer, advertising agency. Financial
company. Carrier is it realize to come, this kind small and small and medium
enterprise specially can is it simplify and scale can still effective operation
most to keep. Because these company information is all legal, specially need "
Deal with " ,in addition, whether it have after service organization, therefore
it is very natural to hire the outside service organization, the cost is far
lower than professional personnel of hiring department.
10. Make a clear distinction between good and
evil in the identity of the temporary worker of China's Mainland and boss, it is
very convenient to apply for enterprises in Canada, in addition, there are more
and more enterprises hire a casual labour. Contracted worker, between
traditional regular enterprise employer and complete employee's identity, since
the ones that have presented a large number of the servant. Half servant half
employment since. From servant's intermediate zone for hire. Employed. The
limitation of making to employers and hire oneself is fuzzier and fuzzier, even
value roles also as several by oneself. Personal financial affairs and family's
financial affairs. Enterprise's financial affairs mix the state. Deal with more
complicated on the financial affairs and tax.
11. It is very low to set up the threshold of
enterprises in Canada; the formality is very simple too. Expenses high, so have
several ten thousand enterprise of house open a business newly every year,
because the market competition is fierce, several ten thousand enterprises go
bankrupt and apply to close a business too every year. Especially when the
economic feeling is not good, enterprise close is more; the bad account capital
reserve which the bank appropriates often increases correspondingly too at this
time.
12. There is normal bankrupt and new born
mechanism of enterprise in Canada. Debt-ridden enterprise or entrepreneur can
apply for enterprises bankrupt; the debtor can go into battle with a light pack
after a few years after unloading the burden of debts, resume starting an
undertaking. And the bankrupt of Chinese country's enterprises is very
difficult.
Second, domestic enterprises reach Canada's
listing advantage more Chinese enterprises reach Canada and are list and
have a lot of advantages, already many enterprises have succeeded in being gone
to Canada to list now. Since the financial institution of Canada entered China,
had spared no effort to popularize and introduce the capital market of Canada,
through the hard work for many years, the unique advantage of the Canadian
market has been accepted by the Chinese entrepreneur gradually. And limitation,
Singapore of market and New York and threshold, NASDAQ of market too high as to
Greater China area Hong Kong, there are unique advantages in Canada. Canada
listing threshold low approving procedure simple and convenient short, listing
relatively cheap and having such many kinds of listing ways as RTO and IPO, etc.
financial charge when needing for. As part of economic plate of North America,
China listing enterprise can is it is it rise to advanced New York or NASDAQ
market to transfer from Canada to graduate. Secondly, as G7 one of, the Canadian
wealth rich capital is sufficient; there is very healthy investment culture.
Canadians of annual income per capita of nearly 3 ten thousand dollars, there is
46 to participate in the stock market activity directly. 120 ten thousand
foreign citizens of Chinese origin add the colony that persons are keen on
China's concept especially, so, there are very good financing prospects in
Canada. Another factor that can't be ignored is, gone to Canada to list, can
obtain the latest scientific and technological information of economy nearby,
and have an opportunity to look for the strategic partner to form an alliance.
In North America capitalist in height, Chinese enterprises will evolve for
enterprises of modernized management in accordance with following the norm of
the public company.
Canadian security market is equivalent to Hong
Kong, Singapore and total of security market of three Australian places of the
Asian-Pacific area. Up to the end of 2001, enterprises are from 300 billion yuan
altogether of Canadian capital market financing, the stock is 121 billion yuan
among them, the bond is 179 billion yuan. Institutional investors of Canada
include open-ended fund, pension fund, risk investment funds, etc., equivalent
to 4. 8,000 billion yuan. Among them, the pension fund is 2,681,300 million
yuan, open-ended fund is 2,200 billion yuan. 67 companies of fund, individual
investor exceeds 10 million people.
Canada's listing expenses are cheaper. Taking
Toronto Securities Exchange as an example, it is 1 to list and apply for the
fee. 60,000 yuan, initial listing expenses are 16. 50,000 to 660,000 yuan. To
some companies with better financial situation and can exempting, the expenses
are only 8. 250,000 to 11. 250,000 yuan. It is 4 to list and maintain the
expenses. 30,000 to 300,000 yuan.
What kind of
enterprises is suitable to IPO in North America
As to what kind of enterprise is it get North
America list to suitable for, we analyze from domestic situation and
international market two.
At present, Chinese Government makes a series of
policies, encourages domestic enterprises to be listed; Meanwhile, overseas
market, especially North America, welcome Chinese enterprises to be listed and
traded, its listing condition is not as too high to reach as what we imagined,
but the threshold is relatively low. Facilitate some enterprises to be listed on
North America like this, succeed. Analyze as follows information can help you to
analyze whether your enterprises are suitable for to
North America to go on the marketing:
First, domestic situation the State Council
according to " the State Council raise shares and special regulation of
beginning to merchandize " to June 17, 1996 " about Limited Company securities
commission, have issued and is listed the condition, procedure and necessary
file article which reselect enterprises outside the border about recommending,
committee sends the card (1996) On the 17th, proved among them that is listed
and reselected the conditions of enterprises outside the border:
1.Accord with the national industrial policy: It
accords with the large and medium-sized enterprise of the national industrial
policy to support especially, the key technological transformation project
supported to such infrastructure, basic industry and new high-tech industry and
country as the energy, traffic, raw materials, etc. slopes, consider other
trades properly. Enterprises should belong to the country and allow the trade
which the foreign businessman invests in.
2. Being potential, enterprise need the fund
badly. Enterprises issue stocks the fund raised should have clear uses, used in
enterprise's production to develop mainly, in conformity with the request of
according with and changing to the intensive management, some fund can be used
for adjusting asset-liability ratio, supplementing the circulating fund, etc..
Enterprises should possess the fund application plan implemented basically in
principle. It is the capital construction, project construction of the
technological transformation one, should accord with the national provision that
investment in fixed assets, technological transformation are set up. There are
enterprises of an eyes of great technology import needing the foreign currency
badly with the approval of the State Council, can pay the utmost attention to.
3. Enterprises have certain scale and good
economic benefits. Apply for the profit achievement that enterprises there
should be, consider the rationality of the cost, behavior and operation after
going on the market that enterprises raise funds at the same time, it needs to
reach certain scale to reselect enterprises: The scale of net assets that
enterprises invest the part of listed company after reorganizing is generally no
less than 4 hundred million yuan, the after-tax profit rate of net assets after
assessing or estimating reaches above 10, the scale of the after-tax net profit
needs to be up to 6000 more than ten thousand yuan. The state-owned stock should
generally occupy the holding position after raising capital by floating shares,
the proportion of the state-owned stock should exceed 51 after the trade or
enterprise, enterprise of demanding to control interest to the state policies
definitely issue stocks. Support the infrastructure construction project of
development to the country, there is the one that exempts to the achievement in
the external stock exchange, needn't need profit achievement for three years in
succession.
4.To pilot enterprises of modern enterprise
system confirmed of the State Council, made obvious progress, paid the utmost
attention to properly under the equal condition in pilot project.
5.Enterprise issue external listing foreign
capitals bursts of fund-raising volume expect can up to 4 A hundred million
yuan ( Or about 5000 ten thousand dollars) The above.
6. Enterprises have certain ability of earning
foreign exchange. Earn foreign exchange competence is it reach net 10 of amount
of profit under tax to need generally, there are reliable foreign currency
sources to share out bonus and send the interest after guaranteeing to go on the
market, it is that such the trades as the infrastructure, etc. can be relaxed
properly, but the consent responding to a call for contributions about the
department of foreign exchange control.
7. Enterprises have certain popularity and
managerial skill. The occupation rate of market of the enterprise products comes
out at the top in the domestic same trade, more steady for three years in
succession; The main administrative staff of enterprises should have better
professional level and experience of management, can keep the basic stability
before and after being listed.
Second, international market 1.The financial
affairs are required: The minimum financial affairs of the listed company are
required, each different exchange or quotation system depending on planning to
be listed. For example: There are no minimum assets or income to require in
NASDAQ counter trade market, only demand to have concrete commercial plan or
goal.
2. The demand to Chinese enterprises of Canada
GEM is: Company does not take to have history writing down and achievement of
sure service life, only need there are a good management group and competitive
project. The threshold is relatively low, is the greatest characteristic of
Canada GEM. On Canada GEM amalgamated but become by stock exchange and Abel's
tower securities trading of Vancouver of November of 1999, purchased by the
stock exchange of Toronto later, became the market for the second board on the
country's stock under its flag. The beginning of establishment of Canada GEM
index is that 2000 is clicked; the index has felt high to 4457 points, about
3000 points at present. During that time, NASDAQ index has changed radically,
but the index on Canada GEM is relatively small in amplitude.
3.Toronto Securities Exchange tightens up the
listing regulations: Toronto Securities Exchange (abbreviate as TSE) Have
announce the new regulation on June 27, 2004, has put forward stricter control
measures to deciding the Hi-Tech company newly of the stock market. Though the
investment field was still favored in High-tech stocks very much, TSE board of
directors has approved a series of ones that are listed Hi-Tech Company for
being new and standard. Go on the market with wireless communication, optic
fiber network and relevant Hi-Tech companies of electronic commerce constantly,
only from the beginning of this year, the company listed for the first time in
TSE has included: 360NETWORKS INC., 724 SOLUTIONS INC., CELL-LOC INC., and ONX
INC. And GT GROUP TELECOM INC., This is still only a part among them.
According to the new rule of TSE, any Hi-Tech
company wanting to be listed on TSE must have market value of 50 million yuan at
least.
Other rules still include:
It is 10 million yuan at least that * discloses
the market value of stock of the trade. * There is reserve fund of 10 million
yuan at least. * Enough evidence indicates, the products or service of the
company are at developing or commercialized leading stage. * Have enough funds
to use for development, operation cost for one year.
Chief securities deal maker, former base Qin,
president of TSE, SCOTIA CAPITAL MARKETS of Toronto, (FRED KECHEN) Show, it is
sound that the new rule contributes to TSE. TSE proves to investors, it puts
investors' interests first.
4. Which type’s enterprise is easiest to list on
TSX? Looking from tradition, the investment circle of Canada is relatively
familiar with enterprises of resource types. At present, more than 20 gold mines
related to China exploit enterprises and is listed on TSX financing. But no gold
process manufacturing enterprise appears, I think, this kind of enterprise is
sure to be very successful in Canada. The manufacturing enterprises of such
energy type as petroleum, the natural gas, etc. are that TSX welcomes very much
too. Chinese enterprises should learn to adapt to the supervision environment
of Canada first. Canadian investors and security market are very familiar with
the trade of mining industry, just because of this, Canadian investors and
requisition for enterprise of mining industry of security market are more
careful. For example, they are 43 (101) Clause regulation, must audit the
assessment to the mineral resources of enterprises by the independent geologist.
Third, case that succeed
1. CHINAUNICOM’s experience can be reflected:
Large-scale telecom company's CHINAUNICOM of
China's Mainland (China Unicom) Is it issue U.S.A. is it ask evidence original
stock whether Chinese enterprise step the overseas capital market of foot to
deposit to succeed in New York will it be June 2000, and American investors
borrowed this and participated in an example of the market of China's Mainland.
UNICOM list on beauty case, raise funds 4,920 million altogether initial stage.
The mobile telephone market of China's Mainland is the third largest market in
the world at present, but the market expects it will become the largest market
in the world. This company is listed on beauty, not only bring the plentiful
fund to the company but also help the company to integrate with the world market
in management and financial affairs are dealt with. To is it make whom investor
have an optimistic view of can borrow this form strategic alliance with more
overseas Hi-Tech Company most to list company this at the same time, open newer
situation for the vast mobile telephone market of the continent, pave the way in
advance in order to become the first largest market in the world in the future
too.
2. The listing threshold is relatively low Four
Chinese enterprises go to Canada GEM to list:
While sanctioning setting up plate of small and
medium-sized enterprises in May of 2004 in China's Securities Regulatory
Commission, a lot of small and medium-sized enterprises of China cast sight on
the overseas security market too. The seventh High-tech Expo carried on May 22,
2004 “China’s economic summit “Going to, four Chinese enterprises have signed
the agreement attending Canada GEM listing.
These four small and medium-sized enterprises
come from Shaanxi, Jiangsu, Shanxi and Beijing
separately; among them two are new high-tech enterprises. Four enterprises are
all at the stage of growing up fast, and have already obtained the listing
qualification on Canada GEM. They sign the agreement with the financial company
of international union of Canada; finish the listing goal of Canada GEM within 9
months.
Stock minister's mark of listing department of
trade market of Canadian CNQ Falkner says: We welcome
Chinese small and medium-sized enterprises to be gone to
Canada to list very much, this offers
a chance that Chinese enterprises occupy one position definitely on the capital
market of Canada.
The stock exchange of Toronto of Canada is the
seventh largest stock exchange in the world; its GEM is one of the most active
risk capital markets of global trade. In the past for various reasons, it was
actually few that went to Canada's listing China number of the enterprise.
Recently, with the growing up fast of Chinese enterprises, the security market
of Canada begins to send out the invitation to Chinese enterprises voluntarily.
Because listing threshold, Canada of GEM than low examining and approving time
and expenses lower than American NASDAQ market for the second board on the
country's stock far, this makes more and more Chinese small and medium-sized
enterprises choose to list and finance to Canada.
3. A foreign student's enterprise succeeds in
being listed on beauty:
North American Chinese enterprise established by
foreign student - --Only open company of China ( Techedge Inc) Listed on the
American security market successfully recently.
In recent years, more and more Chinese
enterprises are listed on U.S.A., rank among the international economic stage.
If UT reaches the health company then in the company established in U.S.A. by
the foreign student among them ( UTStarcom) ,etc., lead characteristic of the
technological trend and outstanding market manifestation with it, is gaining
having a foothold and apparent development in the international competition
having numerous s rivals.
According to the introduction of long Mr. Li Ya
of mere open company's chief operation: Only open company (the founder of
Techedge Inc of China and senior executive have all taken an advanced study in
China and the United States, the job at the beginning is developed in the
American big company first, and then exercise fights in enterprises founded by
oneself, it makes enterprises listed or annexed in listing enterprises
successfully to combine. They have technological development, enterprise's
operation, and abundant experience that the commercial affair expand
concurrently, have Chinese clever efforts, find out about the competition
operation of the international market too, and has realized the changes of
hardships and market of starting an undertaking in person.
Whether go U.S.A. take an advanced study will it
is will it be the end the seventies the 20th century Wang ZuGuang Mr., President
of Company, like such a sentence of famous sayings now. While starting an
undertaking, future entrepreneur hope reciprocate more often, and unwilling in
the face of the risk and pressure; and the real entrepreneur likes to make it
hard even more, never wallow in and reciprocate. Mere open company that
succeeded in after U.S.A. is listed, with saner paces and efforts will develop
on the North American telecommunication market.
Only open company (Techedge Inc of China located
in east of U.S.A. Created it in 2000, this company offers commercialization and
civil communication technology and service of an area to North America mainly,
among them the technological service of multiple communication relying mainly on
VoIP technology has already reached or exceeded the international advanced level
of the same trade.
It is said, " little remarkable ability " which
the technological company of this telecommunication will introduce in U.S.A.
soon Wireless local call serve, having combined VoIP network communication and
advantage of the wireless communication, very popular Chinese " air shower " at
present On the successful foundation, through improving and improving, make it
accord with U.S.A.'s communication standard, utilize the only open company
existing VoIP communication platform, and then plan a technological service
popularized to every large American city.
Why List in North
America
Chinese Government has already joined WTO, this
means business opportunity of global economic integration is influencing Chinese
enterprises, since China's reform and opening-up, though Chinese enterprises are
calling the slogan inviting outside investment everyday, but the result is not
very ideal, has even lost a lot of interests, but the foreign businessman has
obtained a great deal of interests. For instance: It is favorable that the joint
venture can enjoy reducing, exempting, refund of tax of Chinese Government,etc.,
can obtain loan, Chinese of commercial bank, foreign businessman can enter China
by way of investing in national surplus, out of date equipment, set up joint
venture, has enabled eliminating the equipment from obtaining use value partly
again, foreign businessman in fact set up joint venture in China with way the
above only, even in sell one situation of product already earn the generous
profit, foreign businessman obviously utilize" Chinese foreign businessman
jointly operate law " ,engaged in capital operation make a profit earlier stage,
why Chinese enterprises can beyond trader have at China same operation way go
development not oversea s to make a profit? According to the Central Committee
of the Communist Party of China " The 16th National Congress " The ones that
put forward " Walk out " Development strategy spirit, Chinese enterprises
choose in conformity with reason: Go to GEM of the developed country or the main
board market to list and carry on the operation of the capital; The backward
country is by way of setting up the cooperative enterprise of the joint-venture
while going to develop or than China, engaged in the operation of the capital in
earlier stage, make the production and management and dominate the market and
make a profit on later stage.
Chinese enterprises go to American NASDAQ, apply
for listing financing in Toronto of Canada, the choice of carrying on operation
of the capital is the best identification that Chinese enterprises realize the
developing by integration strategy and policy of global economy, reflect
especially that carries out the Central Committee of the Communist Party of
China " The 16th National Congress " The ones that put forward: Spirit that '
Chinese enterprises walk out the rational utilization foreign capitals develop
'. Result and Chinese enterprise one hundred profit its hurt, among them “buy
the shell " It is the fastest financing way to listed or apply for listing
again. As soon as listed and succeeded, Chinese enterprises are the controlling
interest of American listed company with right titles and proper words of one
house, in this way Chinese enterprises can purchase American listed company
controlling interest with this, finance in a pluralistic way on U.S.A. and
financial market of whole world: Such as issuing stock, bond, applying for the
American bank loan, setting up joint venture and contractual joint venture,
attracting the risk investor, etc., handle time fast ( 3-6 months) ,The
expenses are low ( 1 million dollars) ,There is no risk ( wraps up success, it
is free of charge that unsuccessful) .
NASDAQ of U.S.A. is the largest electronic stock
trade market in the world, she all right for each a per second one to convey 83
more than 1,300,000 country to trade information that listed company issue
stocks of you through international electronic network at one time The
professional investor is in the brain, an more exciting one is, she has already
cooperated with Internet, make in whole world stock investor no matter when and
where can look over stock exchange message to reach you through Internet, this
means once your enterprises are listed on American NASDAQ success, even if you
is it succeed difficult to want, Sohu network, inferior to hold group to list on
American NASDAQ financing successful typical case of China.
In sum: It is difficult for Chinese enterprises
to finance at home at present, it is difficult to go to the blue sky, why not
change the idea to choose to walk out and develop, head direct for the market
for the second board on the country's stock of American NASDAQ " Buy the shell
" Or apply for listing financing again? Or go for listing financing of Canada
Toronto Securities Exchange? Is not there such a sentence in “International
"?”There are no immortal, God in this world, there is not the Saviour even more,
all depends on oneself, we are hosts all over the world”. The enterprise leaders
of China should take action and seize the opportunity immediately, has dreamt of
really coming constantly.
Nest and guide the phoenix, instance evidence
In 1993, the stock exchange of New York welcomed
the first enterprise of China: Golden cup automobile in the morning of China.
The listing of morning golden cup of China, blow the clarion call that Chinese
enterprises marched into the overseas capital market. In ten years afterwards,
the overseas and listing paces of Chinese enterprise are being accelerated
constantly, so far, more than 200 inland enterprises have played an outstanding
role in the capital market abroad already.
The overseas and listing ways of Chinese
enterprises, have gone through big tide four times. First tide (From 1993 to the
second half of 1994) Take manufacturing industry as the core, having reflected
overseas investors to the manufacturing industry of China, especially the
limitless hope of the strong markets indicated behind the manufacturing
industry. Listing Mainland enterprise representative have Tsingtao beer,
Shanghai petrochemical industry, horse steel, etc. abroad during this time. The
second tide takes Chinese infrastructure industry as the core. Overseas
investors think, the current situation of Chinese infrastructure industry was
comparatively weak at that time, this industry has wide development space, and
there is great growth potential in the investment in this respect. So, the tide
(1995) this time It is represented by such infrastructure as the aviation,
traffic, electricity of China, etc., for instance eastern aviation, southern
aviation, etc.. The third wave ( From June of 1996 to October of 1997)
Protagonist relying mainly on red chips enterprise, for instance Shanghai the
industry, Cosco Pacific Ocean, in travel etc.. These enterprises are considered
as “China’s concept " ,Namely benefit from the thing China's economy is
developed at a high speed, get enterprises of government's powerful support.
Got the having a good prospect generally of the market at that time, lifted
gigantic and vigorous raising the heat wave red for a time in Hong Kong.
Since 1999, Chinese enterprises have lifted the
fourth listing tide on the overseas market. This tide can be said to be tide of
Hi-Tech industry once. Attend listing Chinese enterprise abroad during this
time, except represented by petroleum, telecommunications a large-scale one,
with monopoly trade, large quantities of private high-tech enterprises have sung
the protagonist, for instance such a number of enterprises featuring Internet,
e-commerce as permanent fitting, Sina, Sohu, Yeah of Fujian, etc..
The high-tech enterprise, especially private
high-tech enterprise become the mainstay of the fourth tide, because their
mechanism is full of vigor, it is all what big state-owned enterprises do not
possess that its management system, business efficiency, cost are controlled,
have unique competition advantages, meanwhile, the excellent behavior on the
capital market of a number of high-tech enterprises of U.S.A., encourage greatly
for similar enterprises of China Mainland too. In fact, Chinese high-tech
enterprise may be said too abroad that turns out a prestigious institution,
though has gone through and risen and fallen for several times, begin last year,
get the concern of the market and show appreciation for again. At present, in
NASDAQ, “China Concept share” Still the scene is sheer, for example: The stock
price of Yeah, has already stood on 50 dollars steadily.
Today, an overseas “tide of Hi-Tech industry
“listed of Chinese enterprise in the ascendant. On one hand, in the whole world,
the Hi-Tech industry is at rejuvenation stage, the overseas security market
looks forward to more fresh blood earnestly, especially hope for such fresh
combatants' joining of high-tech enterprise of China Mainland. On the other
hand, the medium and small-scale high-tech enterprise of China Mainland still
faces the bottleneck of the fund, domestic GEM does not have whereabouts slowly,
they need to seek the new fund-raising channel urgently. Domestic small and
medium-sized enterprises have already become important strength of China's
sustainable development, so far, private small and medium-sized enterprises were
from 9 in 1990. 8 Ten thousand increase sharply to about 2 million families。But
the gross output value which occupy nearly 1/4 of small and medium-sized
enterprises which account for less than 1/8 in total amount of enterprise. Under
the situation that the domestic fund-raising channel is still not spacious, they
will stare at the eyes the wide overseas capital market naturally.
“The giant " Favor it abroad
“About advance capital market reform and
opening-up and several suggestions developed steadily” after issuing “the State
Council ", the market response is very warm. Just while investors had an
optimistic view of future development of security market, a severe reality is
put too in front of us ----Domestic high-quality listing resources are attended
and gone on the market abroad confusingly, cause the market concern.
So far, have Chinese life insurance, Chinese
wealth dangerous, hit worker, department of boat, initiate buy property and 5,
person who transport outward of China, 2003 only " The giant " Listed abroad,
especially the Chinese life insurance is 64 in order to issue. 700 million
shares, raises funds of 30. 1 Dollar of scales, become the most extensive IPO
global to cause the capital market global to fix one's eyes on in
2003。Meanwhile, will intend to attend domestic large-scale enterprises listed
abroad in the near future more and more too, boat, safe insurance that it is the
country first, hitting core world, and then the automobile of electric world,
east wind while having, Bank of China was thought to be probably listed
overseasly too a few days ago. And before the this, one profit ability strong,
in key industry leading status have a certain degree monopolize big company of
nature even, move for instance, China Petrochemical Industry, hit petroleum,
etc. already land the overseas security market. By contrast, but the appeal to
these large-scale high-quality companies of inland security market is limited.
This is impelled “The giant “Favor it abroad.
Blue-chip stocks in stock markets of Shanghai
and Shenzhen at present, no matter all analogous to disparity with large-scale
Chinese enterprises that are listed abroad as regards scale of the assets,
market value or company strength. The statistics show, the net assets total
value of whiff of ten large and medium money listed abroad so far, has already
reached 1,060 billion yuan, net total profit has reached 146 billion yuan (on a
basis of 2002 annual report) . And China Mainland among the security market,
circulate market value most heavy 10 Company as the example with will it be
February 18 2004 at present, its net assets total value is 272,900 million yuan,
net total profit is 26,200 million yuan (on a basis of 2002 annual report) . And
in these 10 companies, CHINAUNICOM and Chinese petrochemical industry are listed
then issued A-shares abroad first.
Last year so far, many China Mainland of
overseas securities trading frequently hold the introduction meeting, at the
same time the pointed one is offered for high-quality large-scale enterprise
“The service next to the skin “. By the look of present situation, domestic
quite a number of large-scale enterprises, including local enterprise group,
central subordinate key enterprise, etc., while considering the future thrust,
list the most important thing of regarding as abroad attending already mostly.
Not long ago, revised " listing regulations " of the main board again in the
Hong Kong exchange, among them stipulate, the company that the market value is
up to 4 billion Hong Kong dollars applies to be listed not to need the profit
for 3 years in succession to note down, but has needed to accord with such extra
demands as the annual income, shareholder's number, etc. recently. This has
revised and relaxed the market access condition for the large-scale company IPO.
This measure is thought by the industry and attended and has been listed and
opened the convenient door abroad for the domestic large-scale company.
How to list in North
America
Enterprises reach North America and is list and
have a complicated operation course
Being listed is no doubt a good thing, however,
enterprises are listed and can't chase the star blindly, and you had better
decide according to one's own scale, demand and listing degree of difficulty
that is listed on anywhere. Because different trade markets, its rule, expenses
and final result differ greatly, for example listed on American NASDAQ, the last
expenses are about 13% to 18% of the amount of money of fund-raising,
need between 300,000 dollars and 500,000 dollars at least. And Canada, its
listing threshold is relatively low.
Just while selecting the exchange in enterprises,
the suitable person selecting oneself to like too in the exchange. Generally to
want management group, achievement, development prospect of listed company value
very much overseas exchange, not having special view to the concrete trade that
the company involves, so long as enterprise's achievement is good, enterprise's
future continuation, stability development are the most important. In fact, each
exchange scale, achievement to the listed company, etc. are limited, want
listing enterprises to reach the minimum standard stipulated at least.
At present, American New York Stock Exchange,
American NASDAQ, British London Stock Exchange, exchange, Singapore Exchange,
Tokyo of Japan, Canada securities trading Hong Kong exchange the seven stock exchanges strive to pull Chinese enterprises
into one's arm in one's power.
First, enterprise should choose paying on the
market outside the border suitable at first
Securities trading group of Toronto of Canada
that the world ranks the third (TSX) Come into China since 2001, begin to have
such listing TSX successively of enterprise taking domestic corporation as
subject as peaceful mining industry, triumphant dragon's medicine company,
Chinese sweet gum group, etc.. TSX is an only real venture capital stock market
in the world at present even more, when the company is still empty and shelly,
can be with CPC (start an undertaking in the capital storehouse) the form is
listed first, the purchasing project that go after financing. It contains
Toronto Securities Exchange under command and is abbreviated as TSE (Toronto
Stock Exchange) with the risk investment exchange of Toronto (TSX Venture
Exchange). Now introduce Toronto Securities Exchange briefly (TSE).
Toronto Securities Exchange (TSE):
Toronto Securities Exchange is abbreviated as
TSE ( Toronto Stock Exchange) ,History that has more than 100 years, its
development The brief history is as follows: During the great depression,
but TSE recorded the good result in 1933: The index reciprocates and creates 51%
in year. Six three is noted down.
In 1950, an index was reciprocated and was up to
51% in year. Seven, the advantage, break the record that was created in 33
slightly.
1955, TSE total trading volume breaks through
high point of 1 billion shares, the total turnover is 2,600 million yuan。The
seat fee of TSE member has also already risen to
100,000 yuan.
April of 1964, ' fit province dyke alliance
find enormous copper, zinc ore then ', news spread, make headed by Windfall a
all mining industry of stock prices of Company rise with rocket speed rise
violently
。In a moment, the
file postponing being published shows: ' there is no mineral ore of any
commercial value in the locality ', the stock price of every company declines to
an enormous extent. Investors only pray the Heaven, if only the similar incident
does not recur.
1980, TSE, in order to account for 3,300,000
shares of 80% of total amount of annual trade of every stock exchange in the
whole country, occupy the leading position of national stock exchange steadily.
Will it be October 20 1987, T S E index one day
record 9%.Eight enormous amount of decrease, will
record 14% of the increasing degree again next day. It is the annual gross
turnover that has already been up to 100 billion yuan.
1997, the small-scale gold mine company Bre-X
declared ' found the mineral deposit of 200 million ounces of gold in Indonesia
', because of is it go bankrupt to expose, investor invite 6 billion of loss
altogether, become the most inglorious one in TSE history.
(Postscript: The royal horseback police RCMP in Canada are after futile
investigation of two years, have claimed not to do any prosecution, stop
investigating. Charge civil action as for every one, still in process. )
In January of 2000, TSE turnover set the record
of month of 70,400 million yuan.
Calculating with the total value of market of the
local company of Canada, the market total value of the stock market of Toronto
ranks the ninth in the whole world at the end of 1996, making a deal equally in
1996, every day on stock market of Toronto, the number of share of stock was
88,500,000 shares, the remaining sum is that 1,190 million does 3,300,000
Canadian dollars to make a deal equally every day. Therefore, the stock market
of Toronto is very active.
Because Toronto Securities Exchange is a ripe
market of a development, and there are perfect legislation and supervision,
should have certain guarantee to Canadian investors in this way. Doing equity
investment in Canada, certainly need to understand various kinds of stock
classifications, because each for each kind has it to ask one, so different
while buying.
Different from a lot of stock exchanges, TSX has
its own a series of operation systems. For example, it requires listed company
must have two Canadian as director, must have one Company, broker of member, of
TSX wait for as the supporter beginning to merchandize.
There are two kinds of enterprises listed on TSX
mainly, one is mining industry and Resource Company, another kind is a
scientific and technological company,
Second, enterprise's listing operation way
1. CPC (start an undertaking in the capital
storehouse) Operation:
CPC is a kind of listing structure; it is a kind
of “shell resource " set up for investment purpose. Enterprises can pass CPC,
with very low cost, have the cash needed invested in. CPC can help enterprises
to realize financing stage by stage, for example melt 100,000 Canadian dollars
first, and then melt 300,000.
After CPC enterprises set up have one's own
board of directors, certainly, it needs to refer relevant listing files to stock
exchange too, and, CPC enterprises are established in 18 months, must seek it to
the assets purchased. For example, some assets of some mineral products
enterprises, need new fund to operate and deal in very much, CPC enterprises can
offer financial support for it, the maximum number can realize 2 million
financing with yuan. Some enterprises of China can realize being listed on
Canada through this kind of structure.
2. Chinese enterprises can realize being listed
through making the shell or buying the shell:
The so-called making the shell is listed, mean
that a paper company is established in Canada at first, on condition the
promoter wants to take out 70,000 Canadian dollars (equivalent to 37. 50,000
yuan) Capital, this sum of money is equivalent to buying a ticket which enters
the market, there should be a competitive project and good management
organization at the same time.In this stage, company is it refers project
commercial prospectus and Company management organization to establish such
materials as the file, etc. to exchange to want. The exchange will approve of
in 2- months after receiving the file. At this moment, the company can issue
stocks publicly. According to the regulation, the issue price is in 0.
15－0。Between 03 Canadian dollars, it is can't be less than 200,000 Canadian
dollars to raise the fund, the maximum number does not exceed 500,000 Canadian
dollars, stock of the company needs to have 300 shareholders at least, the
public amount of holding share can't lack 1 million shares. Like this, the
company has possessed the minimum condition listed on Canada, has had the ripe
project of looking for and propagated the fund of the company. After the public
publication of the stock, after 4- months, after the company puts the project
into the shell company, can be listed and listed and traded in the exchange. And
the time to go public through buying a shell is shorter, but the expenses are
relatively a bit higher.
Third, procedure entering the Canadian capital
market
1. Set up the company;
2. Meet TSE member;
3. The amount of money is 20 to 50 ten thousand
Canadian dollars to raise capital by floating shares publicly for the first
time;
4. Define the substantive trade opportunity (It
is the longest to exceed 18 months);
5. Finish the substantive trade that is promised;
6. Listed in an all-round way. The company can be
answered in 25 days at most after submitting entering to apply.
Fourth, expenses emerging in the listing course
Listed the difference according to company's
business, corporate structure, listing way, the listing exchange of goal or the
quotation system of necessary expenses and differed widely. Because of the
change of concrete conditions, need to understand the concrete demand of the
company and decide through discussion listing way and course. Basically, the
expenses include setting up the expenses of the North American parent company,
accounting and auditing fee, attorney fee, professional fee, transfer ownership
agency fee, material make fee, stock notarize and print fee, express fee and
long-distance telephone rate, fax fee, etc. incidentals.
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