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China Studies Foreign Ipos

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9/22/2011 MACC 424: WSJ Diary Project
China Studies Foreign IPOs
09/21/2011

I. Summary China’s government is considering new regulations to govern a corporate structure, the so called VIE which is known as variable interest entity, that has enabled a wave of Chinese firms to list overseas by circumventing rules against foreign investment in sectors such as the Internet. Under this special structure, Chinese legal entities hold the sensitive permits and licenses required to do business in China while the offshore holding companies in which foreigners buy shares contract with those onshore entities, which are often controlled by the holding companies’ top executives, to get revenue from fees and royalties. Since the China’s domestic exchanges are dominated by state firms thus any move to clamp down on future use of the VIE structure could leave privately owned companies in many industries with limited options for going public especially the Internet industries. It turns out that Chinese officials is decided to set up extensive controls on the Internet, after social-networking sites and other web-based tools are common and essential in people’s normal life II. My Reaction
As we all know, most Internet companies in China take VIE structure to make themselves successfully listed overseas, such as Sina, Baidu, Tencent and Alibaba. If VIE structure is illegal, it is devastating to the all the partners or any stakeholders in these overseas listing companies, as well as those not-listed ones. Overseas company with a VIE structure are just a shell and what makes it valuable is the long-term agreement it assign with the domestic companies. If the agreement has a problem, the shell is worthless. Or if the domestic companies do not apply for all kinds of license qualifications for the VIE structure companies, it will also cause enormous influences. Since

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