Clean Up Our Financial Markets

2011-6-16 NM

From the perspective of anyone with an interest in the health of Hong Kong’s financial markets, we have to be very concerned with the recent events in the United Sates that raise questions over whether some of the private enterprise Chinese companies listed there are complete frauds.Charles Li, the Chief Executive of the Stock Exchange of Hong Kong, was right to point out to the press that many of the companies that are involved in the increasing number of scandals over there would not have remotely qualified for a listing in Hong Kong in the first place.

However, and his comments were broadly correct, this should not mean that we smugly go off into the distance thinking that the growing international mistrust of Chinese private sector companies, and their sponsor banks, is of no relevance to us.It is quite true that we may have listing rules and requirements in Hong Kong that would have stopped many of these particular, NASDAQ “backdoor” listing, companies coming to the local market, but the fact is that we have had more than our fair share of scandals anyway, despite our supposedly more onerous rules.Anyone with any involvement in the market here knows that in fact, we have a pretty strong stench coming from our own trail of corporate scandal here in our very own backyard. Companies with local and international management, focusing on overseas markets, have been racked by scandal, just as companies that are run on the Mainland by management from there, have also often been proven to be a minefield for investors. Moulin is a pretty good example of the former, and Sino-Forest looks to be turning out to be a pretty good example of a corporate fiasco from the mainland.Smug we should not be, especially as it can be argued that few, if any, of the backdoor listing Chinese companies in North America would have attracted long term institutional money and the goings on there, whilst embarrassing for the Exchange, do not impact the mainstream of key global investors.On the other hand, if Hong Kong holds itself out as being well regulated, it can be even more damaging when fraud and accounting irregularities hit the market as institutional investors have often been large holders in scandal hit companies here, because they are told that they operate under a “modern” regulatory regime.

As someone who sat on The Listing Committee for a recent four year period, that is the last organization that should be blamed for shortcomings in the system. It has a mandate to decide a number of things, but the one thing that it cannot decide is whether a company should be listed it or not. This approval is essentially a matter of fact. The rules and published precedents prescribe what criteria a company needs to meet before it can be listed, while sponsors, valuers and accountants have specified responsibilities, including the SFC-licensed sponsors of the issue having an overriding duty of care to carry out due diligence.If someone acting in a professional capacity in preparing a prospectus says that a certain fact is correct, and certifies that they have done the work to come to this conclusion, then neither the Listing Committee nor people at the Exchange can raise any objection.On a good number of occasions, draft prospectuses that were seeking approval were presented to be met with, let’s politely say, a degree of skepticism by members. However, the members’ raised eyebrows fell back to their normal positions when it became apparent that the sponsors had signed off on everything being dandy.The SFC does, however, also have a responsibility to vet prospectuses and they do indeed have powers that the Exchange does not have. So, it was good news this week when Martin Wheatley, on leaving his role at the SFC, raised the prospect of ensuring that professional advisers who knowingly, or unknowingly, are involved in preparing fraudulent new issue documents could face criminal charges in future.There is a dark underside to our financial markets, with a number of players who “play the game”, knowing that the current penalties, in the absence of investors being able to pursue class actions, are modest to non existent. As Chinese companies are undermining investors’ confidence in some overseas markets, Hong Kong needs to protect its reputation assiduously, which also means that local investors will also be better protected. Statutory backing to the Listing Rules, which is promised, and criminal sanctions against sponsors are both much overdue – let’s move ahead as quickly as possible.

Stephen Brown is a director of the Civic Exchange, a Hong Kong-based think tank.We are now on Facebook http://www.facebook.com/pages/Next2ndOpinion/464005150156

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