聚财有道——境外资本市场抢滩中国

中国经济的蓬勃发展及中国企业的高速成长受到了全球关注。在这样的大背景下，全球掀起了一股投资中国企业的热潮，在海外上市的中国概念股票受到全球投资者的热烈追捧。这种状况使得全球各大证券交易所进一步关注中国企业，一些主要的证券交易所纷纷邀请中国企业到海外上市融资……[编者按]     

关于国内企业海外间接上市的几点思考

本报告总结了国内企业境外上市的基本情况、方式选择和上市动机，从境外上市中存在的关联交易、刺激地下钱庄发展扰乱金融市场秩序、国有资产流失、国内优势资源与利益分配外流、税收流失、外商直接投资虚增、外汇占款增加影响货币政策独立性和币值稳定等方面分析了海外间接上市可能的风险，讨论了引申出来的三个问题：（1）国际证券交易所竞争加剧，激烈争夺上市资源，交易所逐步分层，分工格局逐步明朗，国内证券市场有边缘化的潜在可能；（2）一些知名跨国公司从海外资本市场撤离值得我国企业思考；（3）交易所的竞争、国内企业在海外间接上市，在货币层面上是货币竞争、货币替代的一种表现方式。最后，报告给出了一些原则性对策思路：（1）发展资本市场；（2）问接融资体系中面向中小企业的融资支持；（3）从两个线路上完善人民币汇率形成机制；（4）税收政策并轨，清理各种”外资超国民待遇”政策，封死政策套利空问；（5）在我国资本项目逐步放开、国内市场与国际愈加一体的大背景下研究海外间接上市中的相关监管政策问题。     

一半是希望 一半是陷阱——关注陕西企业海外上市中的欺诈现象

近年来，伴随着国内证券市场持续低迷和海外证券交易所竞相争夺国内上市资源的喧嚣，国内企业海外上市已形成一股风潮。经济并不发达的陕西省也受到了这股风潮的冲击，众多企业纷纷走上了所谓“海外上市”之路。     

中国公司赴韩国上市可行性分析

本文介绍了韩国的证券市场，对在海外各个证券交易所上市的条件进行了比较，分析了中国公司在韩国上市的可行性，最后得出结论：和韩国有较多联系的中国企业比较适合在韩国上市。     

2006年中国企业海外上市八大特点

2006年,伴随着我国经济强有力的增长,国内企业海外上市掀起一个又一个的高潮.为了迎合这一趋势,海外很多交易所都纷纷到中国推销其融资制度和融资环境.正如欧洲证券交易所中国区总裁潘康所说:"跟以前不一样,现在所有国际上排得上号的交易所都到中国来做推介,国内的企业选择多多了".这充分说明了我国经济已经日益得到了海外投资者的关注,我国企业也日益受到国际投资者的认可和欢迎;另一方面也说明了我国企业已经能够充分利用海外融资渠道进行融资.应该说,与过去几年相比,2006年中国企业海外上市有着如下比较显著的特点.     

中外企业上市制度之比较

上市制度是指证券交易所为了保证上市证券的质量而制定和执行的上市规则，它是证券交易所游戏规则的重要组成部分，主要包括上市标准、上市程序、上市审核机构等几个方面的内容。证券上市制度的产生与证券交易所的出现密不可分，它是在证券市场形成并且具有一定规模以后，由专门的机构(组织)对获取上市资格的上市条件、上市程序、     

中国公司双重上市效果分析

双重上市是指同一家公司分别在两个不同的证券交易所挂牌上市的行为。随着全球经济一体化的发展和各国金融自由化的发展,国际资本流动日益趋向自由化,同时世界各主要金融市场,特别是证券交易所在竞争与合作的过程中不断加强联盟,企业的双重上市也日趋频繁。在这种大的国际经济背景下,中国公司也逐步走向境外证券市场。同时,随着中国经济的快速发展,世界上各主要交易所都把目标瞄向中国,吸引中国公司到境外交易所上市交易。在这种情况下,深入分析企业双重上市的动因及其效果,对于我国资本市场的发展具有非常重要的意义。     

中国企业境外上市的背景与经验

中国企业境外上市的全球背景企业境外上市是境内外资本市场竞争的结果经济全球化的深入发展,网络技术在证券市场的广泛使用,进一步加剧了全球各个证券交易所之间的竞争和合作,全球几个主要的跨国证券交易所集团正在通过并购重组形成。例如,德意志交易所与纽约泛欧交易所合并,伦敦交易所与多伦多交易所合并等。同时,全球范围内的证券交易所日益从互助的俱乐部转变为商业性组织,许多证券交     

中国公司双重上市效果分析

双重上市是指同一家公司分别在两个不同的证券交易所挂牌上市的行为。随着全球经济一体化的发展和各国金融自由化的发展,国际资本流动日益趋向自由化,同时世界各主要金融市场,特别是证券交易所在竞争与合作的过程中不断加强联盟,企业的双重上市也日趋频繁。在这种大的国际经济背景下,中国公司也逐步走向境外证券市场。同时,随着中国经济的快速发展,世界上各主要交易所都把目标瞄向中国,吸引中国公司到境外交易所上市交易。在这种情况下,深入分析企业双重上市的动因及其效果,对于我国资本市场的发展具有非常重要的意义。     

境外公司境内上市研究的文献综述

开展境外公司境内上市业务,是我国股票市场国际化发展的必然要求,也是建立国际金融中心的必经过程.但在"大、小非"的巨额减持、创业板建设等压力下,我国股市的国际化是否进行,如何进行,会产生什么影响,是市场参与各方十分关注的问题.因此,本文从境外公司境内上市的动机、上市的地点及时机选择、上市的影响及交易所对境外公司的竞争等方面,归纳总结了国内外学者关于非本土公司上市问题的相关研究成果,以希望能给国内学者的进一步研究和金融从业者的实践活动提供一些理论参考.     

Merging Markets

We study the causes and effects of the competition for order flow by U.S. regional stock exchanges. We trace the origins of competition for order flow to a change in the role of regional exchanges from being venues for listing local securities to being more direct competitors for the order flow of NYSE listings. We study the way regionals competed for order flow, concentrating on a series of stock-exchange mergers that occurred in the midst of this transition of the regional exchanges. The merging exchanges attracted market share and experienced narrower bid-ask spreads.     

Competition and Integration among Stock Exchanges in Europe: Network Effects, Implicit Mergers and Remote Access

The economic theory of network externalities and a simple-game theoretical framework are used to explore the issue of competition among stock exchanges and the possibility of consolidation in the European stock-exchange industry. The paper shows the existence of equilibria where exchanges may decide, even unilaterally, to achieve full compatibility through implicit mergers and remote access, specialising only in trading or listing services. Thus the consolidation of European exchanges into one may occur with a welfare-efficient outcome or with a lock-in to a Pareto-inferior equilibrium, due to the network externalities and the different starting points of the various exchanges. 'Implicit mergers' among exchanges together with remote access are always weakly (in half of the cases, strictly) more efficient than the actual competition. This finding also sheds light on the existence and efficacy, of ATS and rating agencies, which can be viewed respectfully as exchanges specialising in trading and listing services.     

Competition among stock exchanges for equity

We consider cross-border competition by stock exchanges for listings from firms that have controlling shareholders who have private benefits. We examine exchanges’ choices of their listing standards and firms’ choices of the exchanges where they cross-list their shares. We show that the share price compensates controlling shareholders for giving up some private benefits and enables firms with growth opportunities to obtain listings on exchanges with different listing standards. In particular, firms with high-growth opportunities tend to obtain listings on stock exchanges with high listing standards. We empirically examine these predictions and find that they are consistent with evidence.     

Contracts valuation assessment noise and cross-border listing of equities on U.S. and U.K. stock markets

This study develops and tests the hypothesis that firms in the home country have capital market incentives to cross-border list on foreign stock exchanges that have similar financial reporting with local generally accepted accounting principles (GAAP). Non-U.S. firms' contracts and the underlying GAAP are based on the home-country culture and institutional climates. This connection with culture and institution makes the local GAAP's assessment of the contracts less spurious relative to foreign GAAP. Ball et al. [J. Account. Econ. 29 (2000) 1] note that contracting with stakeholders in the home markets is based on local GAAP's numbers, while cross-border listing provides settings in which the value relevance of local GAAP-based contracts is assessed based on foreign GAAP. Therefore, foreign investors' assessment of the contracts using foreign stock exchange GAAP or mindset of foreign GAAP is likely to result in an assessment noise, which is value irrelevant. The level of assessment noise depends on the differences between foreign and local GAAP. Because of the valuation implications of the assessment noise, we expect cross-border listing to diminish as the likelihood of assessment noise increases.As predicted, we find that assessment noise undermines cross-border listing on U.S. stock exchanges. Because U.S. and local GAAPs are based on different cultural and institutional environments, assessment noise arises if U.S. investors use the mindset of U.S. GAAP financial reports to assess local GAAP-based contracts of cross-border firms. The results are robust in the London Stock Exchange in which assessment noise is induced by interpreting local GAAP contracts as if they were based on U.K. GAAP. As expected, the influences of assessment noise on cross-border listings are more robust in the United States than in the United Kingdom. Our results suggest that harmonization of financial reporting is critical in attenuating the influences of assessment noise on global capital market developments.     

Why Do Canadian Firms Cross‐list? The Flip Side of the Issue

We investigate the relation between managerial incentives and the decision to cross‐list by comparing Canadian firms cross‐listed on US stock exchanges to industry‐ and size‐matched control firms. After controlling for firm and ownership structure characteristics, we find a positive association between substantial holdings of vested options held by CEOs prior to cross‐listing and the decision to cross‐list. Further, firms managed by CEOs with substantial holdings of vested options exhibit positive announcement returns and negative post‐announcement long‐run returns. CEOs of cross‐listed firms seem to take advantage of the aforementioned market behaviour, because they abnormally exercise vested options and sell the proceeds during the year of listing only when their firms underperform during the subsequent year. In addition, there is a positive relation between substantial holdings of vested options and discretionary accruals during the year of listing, consistent with the view that CEOs manage earnings to keep stock prices at high levels. Overall, these results have significant implications for the cross‐listing literature, suggesting an association between cross‐listing and CEO incentives to maximize CEO private benefits.     

Competition and Cooperation among Exchanges: Effects on Corporate Cross‐Listing Decisions and Listing Standards

In recent years, many European companies have listed on the New York Stock Exchange (NYSE), and companies from emerging market countries such as Israel, China, and India have listed not only on the NYSE, but on various other American and European exchanges such as the Nasdaq and the London Stock Exchange (LSE). At the same time, growing competition among exchanges has led to consolidation of the industry through mergers and alliances. In this article, the authors explore the main factors in corporate listing decisions as well as the expected effects on listing standards of both the growing competition and the recent wave of alliances and mergers among exchanges. When choosing an exchange, corporate issuers are likely to consider the listing requirements and reputations of the exchanges, as well as the sophistication of investors who trade on those exchanges and the extent of their knowledge of the firm's industry and business. As a general rule, value‐maximizing companies can be expected to list on the most reputable exchange they can, but may also choose listings (in some cases, dual or multiple listings) on less reputable (typically local) exchanges with more investors who are familiar with the issuer's industry or products. When setting their listing standards, publicly traded exchanges devote considerable attention to finding the optimal listing and disclosure standards, and may consider adjusting them to changes in circumstances. The setting and enforcement of the appropriate listing standards are the main determinant of an exchange's reputation, which in turn determines the kinds of companies that will choose to list on it. Exchanges with the highest listing standards and reputations are likely to work hard to maintain them, while exchanges with lesser reputations will seek to carve out niches by making opportunistic use of lower (though not too low) listing standards while possibly seeking alliances or mergers. But if less reputable exchanges use their lower listing standards (and fees) as a means of competing for listings with other exchanges, this will not necessarily lead to a “race to the bottom” in listing standards. Moreover, a merger between two exchanges is likely to result in a higher listing standard for the combined exchange than for (at least one of) the pre‐merger exchanges.     

股权分置改革协商机制若干重大问题探讨

本文通过对股份转让权和流通权的界别，提出流通权并非产生于股权分置改革协商机制，而是由证券交易所赋予。股权分置改革协商机制的本质是对价安排的市场化定价机制而非赋权机制。在对协商机制是解决股东之间利益平衡的分析基础上，明确其协商形式应为相关股东会议而非股东大会，但在协商涉及公司事务的股权分置改革方案时，应当通过相关股东会议和股东大会“两会合一”方式解决。     

Competition and cooperation among exchanges: A theory of cross-listing and endogenous listing standards

We analyze firms’ choice of exchange to list equity and exchanges’ choice of listing standards when insiders have private information about firm value, but outsiders can produce (noisy) information at a cost. Exchanges are populated by two kinds of investors, whose numbers vary across exchanges: sophisticated (low information production cost) investors and ordinary (high–cost) investors. While firms are short-lived, exchanges are long-lived, value-maximizing agents whose listing and disclosure standards evolve over time. The listing standards chosen by exchanges affect their “reputation,” since outsiders can partially infer the rigor of these standards from the post-listing performance of firms. We show that, while exchanges use their listing standards as a tool in competing for listings with other exchanges, this will not necessarily lead to a “race to the bottom” in listing standards. Further, a merger between two exchanges may result in a higher listing standard for the combined exchange relative to that of either of the merging exchanges. We develop several other implications for firms’ listing choices and resulting valuation effects, the impact of competition and co-operation among exchanges on listing standards, and the optimal regulation of exchanges.     

Valuation effects of international stock exchange listings

A comprehensive data set consisting of 346 U.S. firm stock listings on ten different stock exchanges is examined in order to determine the valuation consequences of listing on a foreign stock exchange. For the sample of U.S. firms listing abroad, abnormal returns in U.S. trading were: (1) positive around the date of acceptance on the foreign exchange; (2) negative on the first trading day; and (3) negative in the post-listing period for firms listing on the Tokyo and Basel exchanges. Tests for the equality of stock return variances between event periods and market model estimation periods failed to reveal a definitive impact.     

Individual investors’ attitudes towards listing requirements for foreign entities on U.S. stock exchanges and the promulgation of international accounting standards

The Securities and Exchange Commission (SEC) currently requires foreign issuers of securities listed on U.S. securities exchanges to either employ U.S. generally accepted accounting principles (U.S. GAAP) or include a statement of reconciliation to U.S. GAAP if they use their home country's accounting standards. With some exceptions, they are also required to comply with the provisions of the Sarbanes-Oxley Act of 2002 (SOA). John Thain, CEO of the New York Stock Exchange, states that these requirements hamper U.S. investments, economic growth, and employment opportunities. The Chairman of the International Accounting Standards Board (IASB), Sir David Tweedie, echoed Thain's comments. An important stakeholder who is affected significantly by the U.S. listing requirements is the U.S. individual investor. Accordingly this study examines their attitudes involving the extant rules for foreign listings on U.S. exchanges and other aspects of the issue. The study also examines their perceptions regarding accounting standard promulgation authority and the use of a global set of accounting principles. The results indicate that although U.S. investors are very much in favor of the listing of foreign companies on U.S. exchanges, they also endorse the current rule requiring either employment of U.S. GAAP or reconciliation to it as well as mandatory adherence to the SOA. In the area of accounting standards, although a large majority believed that the U.S. should control the accounting standards for U.S. listings, a smaller majority also believed that there should be a universal set of accounting principles for all stock exchanges.