A Star is born

IFR Awards 2020
9 min read
Paolo Danese

The Shanghai Star Market has been a shining success since its launch in 2019. Global investors and investment banks are paying close attention.

A Star is born

Shanghai’s Nasdaq-style board for new-economy listings beat all expectations in 2020, its first full year of operation, and is poised for further growth in 2021.

The Shanghai Stock Exchange Science and Technology Innovation Board, better known as the Shanghai Star board, finished 2020 with more than 200 listed companies commanding in excess of Rmb3trn (US$463bn) in market capitalisation.

Talk about a good start.

“The Star Market forms part of a broader strategy in the PRC to develop its equities market into one that is fitting for the second largest economy in the world,” said Terry Yang, a capital markets practice partner at international law firm Clifford Chance.

The reasons to celebrate its success are many. China’s main boards of Shanghai and Shenzhen have historically subjected companies to painfully slow regulatory approval processes, leaving hundreds of companies stuck in pre-listing limbo for years.

“The Star Market was launched to supplement the main boards,” said Gu Haibo, head of China equity capital markets at HSBC. “The average application review period for a Star board IPO is around seven months, which is slightly longer than in Hong Kong, but compared to the old days [in China] it is certainly an improvement. The whole process has been streamlined and expedited, which is good for issuers.”

In a big departure from stringent requirements around profitability, track record, and ownership structures, the Star board introduced a more flexible, disclosure-based regime – far closer to international standards.

Among other innovations, the registration-based IPO system also removes the unwritten cap on valuations at 23 times historical earnings and allows pre-profit companies, red-chips and companies with weighted voting rights to list in the A-share market for the first time.

The new rules have added real variety to the Chinese equity market, which has been traditionally dominated by old industries, often at least partially state-owned. The China Securities Regulatory Commission said in January 2019 it would favour listing applications from six industries, namely IT, high-end equipment, new materials, new energy, environmental protection and healthcare.

All six segments are now represented on the Star board, according to analysts at Credit Suisse. Of the stocks listed on the Star board as of end-November, IT companies took the largest share, accounting for 42% of the total, followed by healthcare with 22%.

“By their nature many new and innovative companies do not yet meet those [previously stringent] standards,” said Gu. “The companies that have listed include those that are not profitable yet, or those with weighted voting rights, for example. The diversity of these companies also achieves the purpose behind the Star board.”

The notable impact of the registration system has been on waiting periods. The first 197 IPOs on the Star board had an average waiting period of 228 days from application to listing, compared with 546 days for SME Board and 617 days for the Main Boards in Shanghai and Shenzhen, Credit Suisse said.

The ChiNext timeframe has also shortened dramatically since it adopted a registration based-system in the second half of 2020. The average ChiNext IPO in the final quarter of 2020 was completed in just 110 days, down from 209 days in the previous six months and 322 days in 2019.

Global attention

The Star Market has inevitably caught the attention of global banks looking to expand their China business, which already accounts for three-quarters of investment banking fees generated in the Asia-Pacific region, according to Refinitiv data.

Foreign players have yet to make their mark, though. Of the first 200 listings on the Star board, just two saw the participation of international underwriters, acting through their Chinese securities joint ventures. The struggle on the ECM front is representative of the longer-term challenges for international banks doing business in China, whether or not they have an established onshore securities JV or are starting from scratch.

“The JVs have some deals in the pipeline; their market share should increase but will likely remain relatively low,” said Gu.

That said, HSBC, with its HSBC Qianhai JV, the first foreign-controlled securities JV in China, is hoping to start making its mark.

“We have around 80 people in China on the IB side,” said Gu. “We have been actively looking at opportunities in the domestic market, including on the Star board. We are optimistic we will have something this year.”

Tang Zhenyi, China CEO at Credit Suisse, sees a role for global banks in advising overseas-listed companies of Chinese origin on their homecoming IPOs. The popular debut from chipmaker SMIC in July was the first Star listing from a Hong Kong-traded company. Automaker Geely has also applied for a Star float.

“We expect to see more overseas-listed China companies returning to both the Hong Kong market and the A-share market, especially the Star Market,” Tang said. “This will certainly present considerable opportunities for foreign investment banks.”

Credit Suisse gained majority control of its local securities joint venture, Credit Suisse Founder Securities, in June.

Skin in the game

One sticking point for foreign banks is the sponsor investment requirement. In an effort to discourage overly aggressive valuations, the regulators require sponsors to buy 2%–5% of each IPO they bring to market, up to a cap of Rmb1bn, and hold the shares for at least two years.

“On the Star board, they have required sponsors to put skin in the game,” said Gu. “The intention is good, to ensure even greater diligence and focus on issuers and deals. But it can create extra challenges for banks, since if they invest there are additional regulations to comply with. You also need to have additional capital, which JVs in particular have to consider, given they often have a smaller capital base versus local banks and brokers.”

Some foreign banks have taken a creative approach, such as using their offshore qualified foreign institutional investor quotas to buy into those Star Market IPOs. However, banks going down that route need to be aware of the extra hoops they have to jump through when attempting to repatriate that money offshore. One banker noted that the QFII strategy is unlikely to become the norm, as regulators have already informally expressed their preference for banks to use their onshore capital base for Star Market transactions.

The bounty of listings in Shanghai has also widened opportunities for global investors. While until the end of 2020 only those with QFII quotas could directly hold Star-listed stocks, the Hong Kong stock exchange has added index-eligible Star stocks to the Shanghai-Hong Kong Stock Connect trading link, a rule that took effect on February 1 this year.

At the time of writing, at least one US ETF provider was awaiting approval to launch a New York-listed fund tracking the SSE Star 50 index.

Closer ties between onshore and offshore markets are also helping domestic equities markets take the leap.

“There is an increasingly developed structured products market providing exposure to PRC equities, which has received explicit support from Fang Xinghai, vice-chairman of the China Securities Regulatory Commission,” said Yang. “These developments increasingly blur the lines between listing onshore and listing offshore from an investor access perspective.”

Regulatory risk

One sore point in the otherwise sparkling narrative of the Star Market’s success was the last-minute cancellation of the listing of Ant Group, the financial affiliate of internet giant Alibaba, just days before the stock was due to begin trading. Market participants acknowledge that such events show that there are still limits to the IPO regime in China, where regulations can change quickly.

“Additional work is involved in understanding the dynamic nature of PRC regulations, but the rewards are participation in one of the largest and fastest growing markets in the world,” said Yang.

With technology stocks globally pushing record valuations, the Star board looks sure to build on its success in the rest of 2021. China’s accommodative monetary policy and rapid recovery from the Covid-19 crisis have also increased expectations of strong economic growth.

“The macro backdrop should remain fairly positive,” said HSBC’s Gu. “For the Star Market, there are around 250 companies in the pipeline under review right now. With an average listing period of seven to eight months, many of them will be listing this year. We expect the market to remain very active.”

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