Recruiting in China

BEIJING -- The New York Stock Exchange (NYX - commentary - Cramer's Take) and the Nasdaq Stock Market (NDAQ - commentary - Cramer's Take), worried they're losing out on big IPOs from China, are trying to boost their visibility in the region. They're staffing up and touting the benefits of a U.S. listing to dealmakers at investment banks, private equity outfits and law firms in China.

"Obviously China is a very exciting market. We see it as the fastest-growing market outside the U.S., as well as the strongest market internationally," says Charlotte Croswell, the London-based head of Nasdaq International.

This year the Nasdaq started publishing Going Public: A Guide for Chinese Companies to Listing on the U.S. Securities Markets. Written in both Chinese and English, it details minimum listing requirements, explains the role of investment banks and accountants, and even sets out a sample 20-week IPO timetable, from start to finish.

There's no mystery why the American exchanges are feeling anxious.

Last year, China's IPO proceeds of $24.3 billion ranked second only to those of the U.S., whose companies raised $33.1 billion, according to Ernst & Young/Thomson Financial. And in 2005 China claimed three of the world's 10 biggest public offerings.

But a U.S. listing is no longer the default for ambitious Chinese firms. All three of the Chinese companies on 2005's 10-biggest IPO list -- China Construction Bank, China Shenhua Energy and Bank of Communications -- passed up the U.S. in favor of listing in Hong Kong. The Bank of China, another multibillion-dollar IPO, followed suit earlier this year.

The moves are part of a broader trend of foreign firms passing up the U.S. exchanges.

Companies are discouraged by America's higher regulatory burdens, litigious investors and different accounting requirements. (The U.S. uses generally accepted accounting principles, or GAAP, while some other countries employ a framework called international financial reporting standards, or IFRS.)

And foreign companies that list outside the U.S. don't have any problem reaching American money managers. They can simply arrange ahead of time to sell shares to big institutional investors on the day of their IPO.
As a result of all this, the American exchanges are having to work harder to attract overseas listings -- and China is a key focus. Currently the NYSE has 17 companies listed from mainland China, while the Nasdaq has 29.

The NYSE "has an aggressive marketing campaign out to show the advantages of listing in New York as opposed to listing overseas," says Alan Seem, a Beijing-based partner at the law firm of Shearman & Sterling.

The NYSE and Nasdaq both are seeking Beijing's go-ahead to open offices in mainland China. The NYSE now has two salespeople on the ground in mainland China, with another in Hong Kong.

The Big Board is also hoping to score new listings business through NYSE Arca, an all-electronic trading platform aimed at small, fast-growing companies that don't yet meet the standards of the main board -- a category likely to include many firms from emerging markets such as China. Companies can aim to graduate to the NYSE as they grow bigger.

This year Nasdaq tapped a new Asia-Pacific executive to be based in Hong Kong who will work with another salesperson already focused on China.
Both exchanges say they're seeing progress on the mainland. The NYSE is in talks with four or five Chinese companies "that are considering the U.S. capital markets," according to Noreen Culhane, the NYSE's executive vice president of the global corporate client group.

"Our pipeline, I would say, is stronger now than it was 12 months ago," says Nasdaq's Crosswell, although she acknowledges that some of those IPOs may not take place for a couple more years.

Even as they vie for more Chinese business, both U.S. exchanges deny competing with the Hong Kong bourse.

"We say we don't compete with local markets," explains Crosswell. Chinese IPOs "have always gone to Hong Kong. That has always been quite a natural home for them as well as Shanghai and Shenzhen." Nasdaq offers a "complementary" listing that can increase their visibility, market liquidity and access to capital, she says.

But in fact, while Shanghai and Shenzhen are still crowded with weak, poorly run government-owned companies from the mainland, the Hong Kong exchange has emerged as a more powerful regional force over the past few years. Its legal infrastructure is much stronger than that on the mainland, and its regulations are respectably high -- though not as burdensome as those in America.

Still, American exchanges contend they are in a different league from their peers in Hong Kong and elsewhere. The 2,700 companies listed on the NYSE claim a total market value of $23 trillion. "This is the deepest investor pool in the world. Companies come here because they understand there is a valuation premium that comes with being associated with high listing standards," says Culhane.

Companies that trade on an American exchange are able to give stock options to employees based in the U.S. They also benefit from a higher profile that can help them attract stateside customers, business partners and employees.

That's important for Chinese outfits with international ambitions -- or so say the NYSE and Nasdaq. But lately, a small but notable number of major Chinese companies don't seem convinced.