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Nasdaq's China Crackdown Looks Halfhearted

Nisha Gopalan
·4 mins read

(Bloomberg Opinion) -- Nasdaq is tightening rules on initial public offerings in an effort that looks to be targeted primarily at Chinese companies. To appreciate just how tepid its proposals are, consider this: They wouldn’t have screened out Luckin Coffee Inc., the most notorious accounting scandal involving a U.S.-listed Chinese issuer in years. On this evidence, IPO hopefuls have little to worry about — as long as they’re not too small.

Companies will need to raise at least $25 million, or sell stock equal to a minimum 25% of their post-listing market capitalization, according to a Bloomberg News report that cited Nasdaq filings with the Securities and Exchange Commission. Luckin sold $645 million of shares in its IPO last May.

There’s little comfort in this for the would-be Starbucks Corp. challenger: Nasdaq is seeking to delist Luckin after the company acknowledged fabricating sales transactions and fired its chief executive. Its shares, which will resume trading Wednesday, plummeted more than 75% in a single day last month. For other companies, though, the message is that the lure of IPO business still trumps U.S. government pressure to deter the flow of money into Chinese assets.

The revised standards aren’t particularly punitive. Only three of 10 Nasdaq IPOs by Chinese issuers in 2020 raised less than $25 million. Last year, 10 of 29 flotations failed to meet the threshold, which is about the price of an upmarket New York townhouse. The requirement to sell at least a quarter of the business may be more painful. Half the companies selling shares this year floated less than 25%.

Maybe we shouldn’t be surprised at the low bar. Chinese companies are big business after all, with a combined current market value of $380 billion on Nasdaq. The New York Stock Exchange, meanwhile, has almost $760 billion of Chinese listings — most of that accounted for by internet giant Alibaba Group Holding Ltd.

There’s no sign that a rising U.S. climate of hostility to China is deterring IPO candidates. Beijing-based Kingsoft Cloud Holdings Ltd. raised $510 million this month after increasing the size of its float. Dada Nexus Ltd., an operator of crowd-sourced delivery platforms backed by Alibaba rival JD.com Inc., is currently sounding out investors for a $500 million offering. Such sales must come as welcome relief after a deals drought caused by the coronavirus lockdown.

A bigger issue in rooting out fraud and malpractice is U.S. regulators’ access to company financial records and audit papers, something that China prevents. Current rules already allow Nasdaq to deny listings of companies from countries with such restrictions. Nasdaq is proposing more stringent criteria, including requiring auditors to show that they have sufficient expertise with international accounting standards in the offices doing the audit. This looks like a Band-Aid.

The impression persists of an exchange that was under pressure to do something about Chinese companies — and came up with little more than the bare minimum. Just in case there was any doubt about the U.S. government’s stance, President Donald Trump’s economic adviser Larry Kudlow weighed in Tuesday to say that nobody can invest confidently in Chinese companies and the U.S. needs to protect investors from the country’s lack of transparency and accountability.

Problems tend to be concentrated among the smallest and least liquid companies, so it makes sense to target them. Shares of Nasdaq-listed Chinese companies that raised less than $25 million since the start of 2017 are down an average of 60% from their IPO price — compared with a 34% average increase for all Chinese issuers selling shares during the period.(1)

No one wants bit players in a world where investors have become increasingly skeptical of unprofitable technology companies. For the rest, America remains open for business — unless you’re Huawei Technologies Inc.

--With assistance from Zhen Hao Toh

(1) The percentage figures are averages weighted by deal size.

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Nisha Gopalan is a Bloomberg Opinion columnist covering deals and banking. She previously worked for the Wall Street Journal and Dow Jones as an editor and a reporter.

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