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中国企业赴美国上市变上庭?
A perception that there is a high level of false information in offer documents is the reason Mr Taylor prefers to invest in companies with solid track records rather than IPOs.
He says the release of offer documents that contain false or misleading information is an issue in any market, but it is probably a particular issue in China because of the volume of IPOs; Chinese companies accounted for 45 per cent of global IPO volume last year.
“These claims of false information are not surprising; what is surprising is that people are so ready to believe what's in the prospectus and then turn around 18 months later and think they can sue because they believed something they shouldn't have believed.”
According to David Smith of RiskMetrics, the risks with IPOs in Asia are twofold: what is in the prospectus, and what is not.
Disclosures around the validity of contracts, relationships with the state, and ambiguity over property ownership rights might be disclosed, but are often buried deep in the document, he says.
“What is more concerning is what is not included. This isn't restricted to China, of course, but it's a big country and sometimes it's difficult to know what you're buying into without actually visiting the factory and kicking the tyres. Relying on a prospectus alone is a big risk,” he says.
He advises investors to spend time understanding the governance of the entities being listed – their management team, relations with a parent company, and the degree to which they rely on related party transactions for revenue and/or supply of raw materials, for example.
Importantly, he says where entities are carved out from a state parent for listing, there may be a lack of operating history data as a standalone entity.
“Where projections and internally generated pro forma figures are used, then investors must question the robustness of these projections.”
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