China's securities regulator issued new draft rules yesterday aimed at encouraging more buyout activities for publicly traded companies.

 

The new draft rules, issued by the China Securities Regulatory Commission (CSRC), are part of a series of measures for the government to establish a new system to facilitate the reformed securities market.

 

"The new rules demonstrate the government's determination to encourage more acquisitions among listed companies and will be more in line with the new Securities Law enacted since January 1, 2006," the CSRC said yesterday in a statement.

 

Under the country's current rules, if a company is to buy a share of over 30 percent in a listed company, it will have to make an offer for all outstanding shares unless it gets an exemption from the CSRC.

 

The rules, which came into effect on December 1, 2002, thwarted many potential acquisitions of listed companies.

 

"The new rules, by abolishing the original compellent tender offer and by establishing a new tender offer system, will provide the acquiring company more options in the acquisition of a listed company," the CSRC statement said.

 

Experts said the move may boost the number of mergers and acquisitions in China.

 

"On one hand, the new rules will encourage more acquisition activities in the equity market; on the other hand, it will promote corporate governance in listed companies," Li Yongsen, a professor at the Renmin University of China, said.

 

"To prevent listed companies being bought out, management executives will have more motivation to promote their corporate governance," Li said. "With the new rules, managers will try their best to create high profits for their companies and for themselves."

 

Under the new rules, the acquiring companies will also be permitted to buy a listed company by paying with stocks besides cash.

 

The CSRC has posted the above draft rules on its website. They will be available for public comment from today until May 31.

 

"Now that more and more listed companies have finished converting the State-owned non-tradable shares to tradable ones, acquisition measures should be diversified," the CSRC statement said.

 

China is in the process of converting about US$210 billion of non-tradable shares, mostly State-held equity, into common stock that can be bought and sold on the exchanges starting from May 2005. Now over 70 percent of listed companies have finished the securities reform.

 

The government aims to bring China's listed companies more in line with international practices to make them more responsive to market pressure.

 

The Shanghai and Shenzhen indexes have lost almost half their value since their 2001 peak, partly because of poor corporate governance and corruption scandals.

 

(China Daily May 23, 2006)