How China tightens its security regulations – Winston Ma/Victor Shih

 

Victor Shih

China and US regulators have been tightening rules for Chinese companies to list at US stock markets, sending shockwaves through the financial and tech industry. Financial experts Winston Ma and Victor Shih look at the Wall Street Journal at what has happened over the financial cleaning operation in the past few weeks.

The Wall Street Journal:

On one end are China’s regulators, led by the cyberspace authority, which are moving to make it harder for Chinese companies to sell shares overseas. On the other are American lawmakers, such as Sen. Marco Rubio (R., Fla.), who are stepping up calls to block Chinese firms from going public in the U.S. unless they submit to U.S.-style audit requirements.

In China, “the cyber regulator has become the new securities regulator,” says Victor Shih, a University of California, San Diego, professor of political economy who focuses on Chinese policies. “Investors and companies will find it much harder to manage the listing process.”…

One option being considered by the regulators is to require companies using the VIE structure to seek regulatory approval before selling shares in foreign markets, the people said. That could make it a more cumbersome process.

“This would be a significant tightening of Chinese securities regulations,” said Winston Ma, an adjunct law professor at New York University and author of The Digital War, a book about China’s growing technological prowess. “Almost every U.S.-listed Chinese company that foreign investors like pension funds and endowments can buy is listed through a VIE structure.”

More at the Wall Street Journal.

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Foreign investment law not the feared VIE-killer - Mark Schaub

Mark Schaub

For years the business community feared China's central government would kill the so-called VIE's (variable-interest entity). The tool to circumvent the country's strict ownership regulations was never endorsed by the government but has also never been in serious trouble, tells China veteran and lawyer Mark Schaub to Bloomberg. The ban even did not show up in the draft foreign investment law, last week.

Bloomberg:

In the latest draft, Beijing dropped language that would have invalidated the so-called “variable-interest entity” structures employed by Chinese tech giants from Alibaba Group Holding Ltd. to Tencent Holdings Ltd. But it’s also proposing to scrap special laws governing Sino-foreign tie-ups -- a move that could force them to re-examine longstanding contracts, lawyers say. 

Those twin strands emerged from China’s Foreign Investment Law, intended to govern every aspect of the world’s No. 2 economy for global investors. This particular edict has gained newfound significance as tensions flare between Beijing and Washington; the revisions to VIEs and JVs were little-noticed amid an array of other moves that span curbs on forced technology transfers to leveling the playing field for foreign firms. 

In the case of VIEs, the missing language assuages concerns about a corporate structure that circumvented foreign-ownership restrictions. The model has never been formally endorsed by Beijing but has been used by tech titans such as Alibaba to list their shares overseas. 

Pioneered by Sina Corp. and its investment bankers during its 2000 initial public offering, the VIE framework rests on shaky legal ground and foreign investors were thus nervous their bets would unwind overnight. 

The original version of the legislation was dubbed by a number of “hysterical commentators as ‘the VIE killer,’” said Mark Schaub, a partner at King & Wood Mallesons. 

“However, as its successor has dropped any reference to VIEs, we believe it should be business as usual. China’s regulatory position on VIEs may still evolve, but we do not believe there will be a U-turn, ” Schaub said... 

Foreign firms that control their ventures may take advantage of the new regime to eradicate “inflexibility,” King & Wood Mallesons’s Schaub said. He cited the need to secure directors’ unanimous consent to amend company articles, adjust capital, or even just to dissolve the venture. “Likely, the Chinese partners may also seek to adopt the new law if they are in a controlling position.” 

Companies are still studying the potential effects and aren’t yet sure how it would impact existing ventures, said Xu Heyi, chairman of Daimler AG’spartner Beijing Automotive Group Co. Changan Auto, which is allied with Ford Motor Co., said a half-decade should be more than enough time to avert disruption.

More in Bloomberg.

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China does not need to kill the VIE's anymore - Paul Gillis

Paul Gillis

The new foreign investment law is no longer mentioning the ban on VIE's like an earlier edition did in 2015. The tool to circumvent Chinese regulations by channeling investments through foreign tax havens is no longer needed, says financial expert Paul Gillis, a professor at Beida University. Controlling capital streams have become more efficient, and a crackdown on VIE's is no longer needed, he argues at his website.

Paul Gillis:

The new law does not discuss VIEs, and I do not think that portends a coming crackdown.  I think it just continues the status quo, where the government turns a blind eye towards the structure. I would also observe that there have been statements that companies with VIEs and control structures will be allowed to issue Chinese Drawing Rights (CDRs) on the new Shanghai Technology Board. That is about as close to official acceptance of VIEs that we are likely to see. 

I think Chinese regulators would like to fix the VIE problem, since it makes a mockery of the rule of law, but a workaround has proven elusive. These companies are now a big part of China’s economy, and I find it inconceivable that the government is going to shut them down. 

Seven years ago I wrote a summary of VIEs for Forensic Asia that became the most cited work on VIEs. I just updated that article together with Fredrik Oqvist, and GMT Research, successor to Forensic Asia, has distributed it to their subscribers. I will make it available here in a month or two. Our key point is that as VIEs mature they are becoming increasingly unworkable because of the difficulty in moving cash into and out of the VIE.

More at the Chinaacountingblog.

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China's draft foreign investment law promises a more open economy - Mark Schaub

Mark Schaub

Equal treatment for foreign companies and a more open economy are just two of the positive issues China new foreign investment law offers, writes China veteran and lawyer Mark Schaub at the China Law Insight. The draft will be debated in the upcoming parliamentary conferences and includes a few interesting twists, including a revival of the VIEs (Variable Interest Entities)

Mark Schaub:

The key issues addressed in the draft law include prohibition against forcing technology transfers; providing equal treatment and market access to foreign companies (except for certain sectors specified on a negative list) but also reserving China’s right to retaliate against companies from countries which discriminate against Chinese investors. 

However, it is instructive that the very first article of this draft law articulates its intended purpose to further open up the Chinese economy and actively boost foreign investment... 

Two other interesting provisions in this new draft include granting foreign companies equal treatment and participation in government procurement activities and also specifically reiterating that foreign invested companies are allowed to conduct onshore China financing via IPOs or other securities offerings. Foreign companies have often faced discrimination in terms of government procurement as various state owned entities and institutions issue guidelines that limited suppliers to selected companies or requirements to fulfill which almost inevitably meant only a domestic enterprise could be selected.

More at the China Law Insight.

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In China, small print can kill you - Paul Gillis

Paul Gillis

Registering offshore, through so-called VIE' or variable interest entities, is more popular than ever for Chinese companies, even though the Chinese government tries to stop this circumventing trick. Tencent Music Entertainment was the last one to use it for its IPO and get away with it because investors seldom read the disclosure, says Paul Gillis, accounting professor at the Peking University, at the Nikkei Asian Review. And for good reasons.

The Nikkei Asian Review:

As with the Tencent Music prospectus, VIE risks are regularly disclosed in the IPO process -- for those paying enough attention. 

Referring to Tencent Music's discussion of its use of VIEs, Paul Gillis, an accounting professor at Peking University in Beijing, said: "It is extensively disclosed, but the filling is 300 pages long. Many investors do not read it." 

Meanwhile, it remains unclear when Beijing will move forward with the draft foreign investment law, as Tencent Music's prospectus notes. 

Said Gillis, "If investors cannot stand ambiguity, they should stay out of China."

More at the Nikkei Asian Review.

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Supreme court does not declare VIE's illegal - Paul Gillis

Paul Gillis

Company constructions via fiscal paradises, VIE's or variable interest entities, are regular ways to avoid corporate government restrictions in China, and under official attack just for that. The Supreme Court fielded a verdict on transactions by one of those VIE's, but - says accounting professor Paul Gillis on his weblog, it did not clarify whether VIE's might lose their validity.

Paul Gillis:

The court upheld the transaction, saying that the VIE was a Chinese corporation and there was no basis to void a completed contract between two Chinese corporations. The court did ask the Ministry of Education about the nature of the arrangement, and while the Ministry of Education acknowledged it was a conventional VIE arrangement, they did not express an opinion as to whether the arrangement was legal. 

What the decision appears to clarify is that the commercial transactions of a VIE are valid, and do not rest on whether the VIE is operating within the bounds of the foreign investment restrictions.  The decision does not relate to the validity of the VIE contracts between Ambow’s VIE and Ambow’s wholly foreign owned enterprise (WFOE). 

It is the enforceability of the  VIE contracts between the WFOE and the Chinese shareholders of the VIE that are of greatest concern to investors. In the Gigamedia case, these contracts were found to be unenforceable.  That concern remains.

More at the ChinaAccountingBlog by Paul Gillis.

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China offers VIE´s a way out - Paul Gillis

Paul Gillis

For decades foreign and Chinese companies used tax heavens like the Cayman Islands and Bermuda´s as a way to circumvent restrictions in China´s laws. Now the country is closing that loophole, but last week also offered a way out for those who feared to be in trouble, writes accounting professor Paul Gillis at his weblog, at least for online ventures.

Paul Gillis:

The new MIIT (Ministry of Industry and Information Technology) rule provides an escape valve. It appears limited to companies operating in online data processing and transaction processing (operating e-commerce). It is unclear to me how far that definition will stretch. 

Many foreign multinationals operate in China through the VIE structure. Only a few have disclosed this fact, since disclosure is only required when the VIE operations are material to the company as a whole. Amazon, CBS, and Pearson Education have disclosed the existence of Chinese VIEs. The new rule seems to help Amazon, and it is less clear whether CBS or Pearson Education will be able to take advantage of it. 

The law might also be used by some of the overseas listed Chinese companies that will have difficulty complying with the new foreign investment law. Tencent cannot put in place the control structure required because the Hong Kong Stock Exchange does not allow it. Ctrip does not have a dual class share structure or sufficient Chinese ownership to demonstrate Chinese control, and the new rule might provide an out for them. 

It is also unclear to what extent operations will have to be moved into the Shanghai Free Trade Zone in order to qualify for the new rule. Such is the nature of Chinese regulation; implementation details will take some time, even though the new rule is already effective. Many overseas listed Chinese companies are in the process of going private from the US exchanges with the intent to relist on China’s frothy boards. I believe this trend is less motivated by changes in VIE rules than the high valuations currently available on Chinese exchanges.

More at the ChinaAccountingBlog.

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What after the VIE disappears - Paul Gillis

Paul Gillis

For decades both Chinese and foreign companies in China used to circumvent murky Chinese corporate legislation by setting up so-called VIE´s on outside tax heavens, while the government basically looked away. Those days seem to be over, writes accounting professor Paul Gillis on his webblog, and the question is: what´s next?

Paul Gillis:

There is a interesting editorial in Caixin ... It was written by Wang Rao, CEO of Chinese investment bank e-Capital. Wang argues it is time for overseas listed Chinese companies to unwind their VIE structures and seek listing at home. The editorial comes on the heels of an announcement that Chinese investment manager Shengjing had launched an investment fund dedicated to helping overseas-listed Chinese to delist and list instead on China’s stock exchanges. I have long argued that Chinese markets are the appropriate place for Chinese companies to list, since Chinese investors and regulators are better able to understand the companies. The Chinese stock markets, however, have not developed sufficiently for this to happen, I had forecast it would take 5-10 for the necessary reforms to make domestication possible. It appears that things may be moving faster than I expected. 

The main factor driving this thinking is the rapid development of China’s own stock markets. The China Stock Market (SSE Composite) has more than doubled in the last year. Perhaps even more important is the success of China’s new third board, the National Equities Exchange and Quotations (NEEQ). NEEQ listed an average of 193 companies a month for the last four months, and now lists 2,343 companies with a total market cap of over US$180 billion. These are mostly small companies with an average market cap of only $77 million. Regulators have promised to tighten supervision of this lightly regulated market, and time will tell whether this market will be plagued with the rash of frauds that were seen with US reverse mergers on the US OTCBB.

More at the ChinaAccountingBlog.

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The end of VIE´s - Paul Gillis

Paul Gillis

China has announced new rules that reduce restrictions on foreign investments, for example in the internet. The traditional way to avoid those restrictions, VIE´s via Cayman islands and others, will be phased out fast, writes accounting professor Paul Gillis at his weblog.

Paul Gillis:

Steve Dickinson of the China Law Blog says that the proposed rules mean China VIEs are Dead and I Told You So. I think he is right that VIEs are dead. I believe that regulators are going to stop looking the other way on VIEs as they have for the last 15 years. 

For many of China’s internet companies and their investors, this is good news. They have been carrying the VIE structure around their necks like a millstone. Besides scaring off investors, VIEs proved to be an inefficient structure that made it difficult to manage taxes and move money around the group. While companies under Chinese control might continue to use existing VIE arrange-ments, I expect most will dump them, preferring instead to operate in wholly owned subsidiaries (WFOE). That will be a big win for shareholders, since they will finally own the assets that they think they own. 

There are a number of Chinese internet companies where the Cayman Islands parent company does not have the type of corporate governance arrangement that fits the proposed law. Hong Kong listed Tencent is one, since Hong Kong does not allow arrangements that keep founders in control. I expect these companies will restructure to meet the requirements of the proposed law, or will seek special permission to have foreign control. 

Some multinationals have used the VIE structure, and for them the future may be bleak. Some foreign companies, like Amazon and Pearson, have used VIEs to circumvent foreign investment restrictions. I have heard of a few situations where VIEs were used to circumvent investment approvals and to avoid taxes. The future for multinationals that are using the VIE is likely bleak. Steve Dickenson says that these VIEs will be required to either shut down or transfer their assets to Chinese entities. Those Chinese entities will have to be Chinese controlled, which likely leads to Chinese operations being deconsolid-ated. The various US chambers of Commerce have asked China to provide a 25-year grace period for existing VIEs or to grandfather them completely. I think that request will be ignored in the final law. This is a great opportunity for China to bring the internet more completely under Chinese control, and to favor Chinese companies in the process. I don’t see them passing it up.

  More at the WebAccountingBlog.

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Reforms on auditing stalled - Paul Gillis

Paul Gillis

A range of pending reforms in auditing issues have been stalled, writes Beida professor Paul Gillis at his weblog, creating potential risks for investors. Here two of those stalled reforms: the VIE´s and the auditing regulations in Hong Kong.

Paul Gillis:

The most significant change was proposed in Hong Kong, where the regulation of listed company auditors would be taken away from the Hong Kong Institute of CPAs (HKICPAs) and given to the Financial Regulatory Commission. Hong Kong had faced the embarrassment of having its regulatory equivalency with the European Union revoked because of the lack of an independent audit regulator. The HKICPA has proven to be an ineffective regulator. Public consultations were held in Autumn 2014 and then everyone went silent. In March, HK Secretary for Financial Services and the Treasury, Professor KC Chan, reported that the government had completed the public consultation and found majority support for the direction of the reforms. The consultation conclusions are to be published in the middle of this year. ... 

In a related matter, VIE reforms are now working their way through China’s legislative process. The proposed new foreign investment law makes it clear that foreign controlled VIEs are banned, but opens the door to VIEs (and perhaps alternative structures) so long as the foreign company remains under Chinese control. Many of China’s larger internet companies have structures in place to keep control in Chinese hands.  Others may need to restructure to continue to operate, or else seek special permission. Multinational corporations that use the VIE structure may have greater difficulties. The US Chamber of Commerce, the American Chamber of Commerce in China and the American Chamber of Commerce in Shanghai jointly asked China to provide grandfathering for existing VIEs or a 25-year grace period, likely a fool’s errand.

More at the China Accounting Blog.

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China might end VIE-structures, at last - Paul Gillis

+Paul Gillis 

The Cayman Islands and other offshore havens have been used by domestic and foreign companies to circumvent murky Chinese regulations, the VIE´s, in jargon. Accounting professor Paul Gillis has fighting against this practice, and see some light at the end of the tunnel.

Here he is quoted at the Business Spectator:

Paul Gillis, a visiting professor of accounting at Peking University’s Guanghua School of Management, says that reform is needed in the foreign investment rules. "If all they do is treat the VIE as an FIE [Foreign Invested Enterprise], it is a disaster” he said, "That means none of the VIEs in restricted sectors — nearly all of them — are legal."

Paul Gillis, in his weblog:

Today, January 19, 2015, the Ministry of Commerce (MOFCOM) released a draft of a new foreign investment law for public comments. What is notable about this new law is that it appears to introduce an actual control rule for determining when an enterprise has foreign investment and is thus subject to regulation as such. What that appears to mean is that a VIE that is controlled by an offshore company will be treated as a foreign invested enterprise (FIE). 

The nature of VIE arrangements in China is that they give control to an offshore company (typically the listed Cayman Islands company or its Chinese subsidiary (WFOE)), yet argue to Chinese regulators that the VIE is a local company owned by locals, and therefore not subject to foreign investment restrictions. The proposed law appears to change that interpretation. Instead, a VIE controlled by a foreign company will be treated as a foreign invested enterprise. 

Since foreign investment is restricted in the sectors favored by most US listed Chinese companies (internet and education), the ruling could have significant impact. If implemented, most overseas listed Chinese companies, including giants Alibaba, Baidu, and JD.com would appear to have a big problem with their VIEs. They would have prohibited foreign investment in the Internet sector, which could lead to loss of their Internet content provider licenses.

More at the ChinaAccountingblog.

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How Alibaba changed the VIE-discussion - Paul Gillis

+Paul Gillis

One of the major concerns for US investors looking at Chinese companies were the so-called VIE-structures, moving the company to non-Chinese jurisdictions. The major success of Alibaba´s IPO has wiped away those concerns, says accounting professor Paul Gillis, and we might see a more subtle change, he writes on his weblog.

Paul Gillis:

Alibaba’s record IPO overcame concerns about Chinese stocks. Investors had been badly burned by Chinese stocks in the past few years, but they were en-thusiastic about Alibaba. There was considerable discussion of the risks of Chin-ese stocks, and in particular the variable interest entity (VIE) structure used by Alibaba and many other overseas listed Chinese stocks. These risks remain, al-though Alibaba’s offering might have changed the picture. 

At the top of the list of concerns about Alibaba was the variable interest entity structure. I just searched Google news for variable interest entity and found 881 results. When I first wrote about VIEs in March 2011 nobody was talking about VIEs. It seems difficult to find anyone who is not aware of the structure today. The Alibaba IPO called considerable attention to the structure, including a report from a congressional commission and a letter from Senator Casey to the SEC.  Certainly Chinese officials heard an earful about VIEs. I think all this attention may help to bring a resolution to the VIE situation.  I believe that the chance of Chinese regulators banning the VIE structure has fal-len below remote. Instead, I expect they will eventually move to modify for-eign investment rules to make the VIE structure obsolete. Changing the foreign in-vestment rules to allow direct foreign investment in Chinese companies in e-commerce could allow companies like Alibaba to get rid of both their VIE and their Cayman Island structures, to the great benefit of shareholders. 

I expect that China may want to ensure that internet companies remain under the control of Chinese citizens, and Alibaba control structure that keeps Jack Ma in charge may be exactly what the doctor ordered. Allowing companies like Alibaba to directly list abroad without Cayman Island companies and VIEs might also allow Alibaba to seek a secondary stock listing on the Chinese stock ex-changes. Because of China’s strict exchange controls, most Chinese investors could not participate in the IPO of Alibaba.

More at the ChinaAccountingBlog.

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Why a freely convertible Yuan is needed fast - Paul Gillis

Paul Gillis

Relaxing capital controls is needed fast, argues Beida professor Paul Gillis at his accounting weblog, as he analyses the position of Chukong Holdings Limited. They filed last week for a US IPO, but also use a so-called variable interest entity (VIE) structure, a source of many problems, argues Gillis.

Paul Gillis:

I suspect that Chukong is actually burning cash in its VIE. That would make sense, since 89% of revenues and presumably most of the business is in the VIE. It also appears that company got the cash to burn by selling preferred shares in the Cayman Islands parent company, and then somehow transferred that cash to the VIE.

Chukong carefully explains in their filing that they may not be able to convert the proceeds of their offering into RMB and to capitalize PRC operations. That is because China has strict capital controls. With proper approvals, Chukong would have been able to contribute the proceeds from the preferred stock sales as capital (or made a loan) to its Chinese subsidiaries, known as wholly foreign owned enterprises (WFOE). But getting the money from the WFOE to the VIE is where it gets tough. SAFE Circular 142 says that the RMB obtained from a capital contribution cannot be used for an equity investment in China. SAFE Circular No. 45 prohibits converted funds from being loaned to another company through entrust loans. Direct company-to-company loans (commercial paper) are not allowed in China, so entrust loans, with a bank in the middle, get around the prohibition. But entrust loans cannot be made from converted contributed capital. So how did Chukong get the funds into the VIE? Lots of ways have been invented to circumvent China’s capital controls, but all of them have one thing in common – they are illegal.

Chukong dutifully explains that all these rules may continue to limit the use of proceeds of the offering. That gets to the principal accounting issue – Is Chukong a going concern? Auditors have to assess whether a company has the financial wherewithal to survive another year. If they conclude that it is more likely than not that the company won’t make it, they are to issue a going concern opinion and the offering would likely be doomed. ...

Readers know I have a poor opinion of the VIE structure. This is just another example of the deepening contradictions of it. This problem will be relieved when China relaxes capital controls, but a comprehensive solution to the VIE problem is needed.

More at the China Accounting Weblog by Paul Gillis.

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