U.S.-listed Chinese companies need Beijing’s approval for secondary listings

BEIJING — If U.S. regulation forces Chinese companies to delist from New York, new rules from Beijing further complicates their path to raising money in public markets abroad.

Since Tuesday, new rules from the Cyberspace Administration of China require Chinese internet platform companies with personal data of more than 1 million users to get approval before listing overseas.

While the rules do not apply to companies that have already gone public, those pursuing dual or secondary listings overseas must follow the CAC’s new approval process, according to a CNBC translation of a Chinese article published Thursday on the regulator’s website.

It’s yet another consideration for international investors looking at Chinese companies.

“The timetable for companies’ overseas listings has become longer, and uncertainty has increased for listing,” said Ming Liao, founding partner of Beijing-based Prospect Avenue Capital, according to a CNBC translation of the Chinese remarks.

As regulators and businesses figure out how the new measures will be implemented, institutional investors hope to better understand the government’s thinking by seeing some approvals for overseas listings, he said.

Fallout from Chinese ride-hailing app Didi’s U.S. IPO in late June prompted Beijing to increase regulatory scrutiny on what was a rush of Chinese companies looking to raise money in New York.

Chinese IPOs in the U.S. have essentially dried up in the months since, while existing U.S.-listed Chinese stocks face the threat of delisting in coming years from Washington’s more stringent audit requirements.

Several of these Chinese companies, including Alibaba, have turned to Hong Kong for dual or secondary listings in the last few years. That way investors could swap their U.S. shares for ones in Hong Kong in the event of a delisting.

Only about 80 of 250 U.S.-listed Chinese companies would be eligible for a secondary or dual primary listing in Hong Kong, according to China Renaissance analysis from Bruce Pang and his team in January. That’s due to stringent requirements in Hong Kong for minimum market capitalization and other factors.

The remaining U.S.-listed Chinese companies would likely only have the choice of privatizing, and then attempting a listing in the mainland A share market, the report said. “In practice,” the analysts said, “we think Hong Kong will not be exempted from the cybersecurity process – the door is still open, in our opinion, for Beijing to impose a cybersecurity review on proposed listings in Hong Kong.”

The mainland market is less accessible to foreign investors and is dominated by more sentiment-driven retail investors.

Analysts also point out the Hong Kong stock market doesn’t compare with New York when it comes to trading volume and the price tech companies can get for their shares.

It remains to be seen to what extent cybersecurity scrutiny will apply to future Chinese stock offerings in Hong Kong.

U.S.-listed, China-based companies that pursue secondary or dual listings in Hong Kong only need the CAC’s review if the regulator identifies a national security risk related to the companies’ products or data processing, said Marcia Ellis, global chair of the private equity group at Morrison & Forrester, Hong Kong.

That’s “a different threshold” from the CAC review required for listings outside of China in markets such as London or Singapore, Ellis said. In these cases, companies with personal data on more than 1

million users would need CAC approval before going public.

“Effectively CAC’s latest statements just clarified a couple of matters and plugged up some potential loopholes,” she said.

The latest CAC regulation does not mention Hong Kong.

However, in Thursday’s article, the regulator said its new overseas listings regulation “does not mean operators in the process of listing in Hong Kong can ignore the relevant network security, data security and national security risks.”

Days after Didi’s listing, the CAC ordered the company to suspend new user registrations and remove its app from app stores, while the regulator began a cybersecurity review over data privacy concerns.

In December, Didi announced it planned to delist from New York and relist in Hong Kong. The company has yet to confirm when that transition would occur, and it’s unclear whether the cybersecurity review has ended.

Shares are down more than 14% so far this year, after a drop of 64% in the roughly six months of 2021 trading.