2019年6月，伦敦证券交易所集团发表声明正式启动沪伦通。沪伦通将全球最大的本土资本市场（上海）与世界领先的国际资本市场（伦敦）汇集在一起，实现了中国和英国资本市场的互联互通。近日，礼德律师事务所伦敦办公室合伙人Delphine Currie接受《亚洲法律杂志》（ALB）采访，在深化 “全球连接” 专题报道中发表了针对沪伦通这一模式的观点。
Reed Smith Global Corporate Partner Delphine Currie Shares Thought on the Shanghai-London Stock Connect with ALB
London Stock Exchange Group Plc (LSE) has announced that shares can now be admitted to the Shanghai-London Stock Connect (Stock Connect). Stock Connect brings together one of the world’s largest domestic capital markets (Shanghai) with the world’s leading international market (London) and opens up the opportunity for global investors to trade shares in Chinese companies and for Chinese investors to buy shares in London-listed companies. Recently, Delphine Currie, Reed Smith Global Corporate Partner, shares her thought on the Shanghai-London Stock Connect with ALB.
The LSE has described the new market as a “milestone” in bringing the capital markets of London and Shanghai together. Stock Connect allows eligible companies listed in each market to issue, on the other exchange, a depositary receipt (DR) that can be traded under local rules in the local time zone. It also represents the first time the Shanghai Stock Exchange will be open to foreign issuers and the first time that a DR will be capable of being converted into an ‘A’ share which is fully fungible. According to Currie, international institutional investors are familiar with London DRs (GDRs) and, as such, despite the current climate, for the right investment proposition, a listing of GDRs in London has the potential to unlock a very large pool of additional investors. Currie also stressed that, “to ensure the listing is successful, a company will need to accompany it with an ongoing campaign to develop and maintain their profile in the London market.”
When it comes to challenges from regulations, Currie cautioned that “for companies, many of the legal and regulatory challenges are likely to derive from those associated with any dual-listing, including having to meet the requirements of two different rule books, as all participating companies will be required to meet the listing and ongoing obligations specific to each market”. Currie admits, “there will also be other challenges in ensuring that both boards and investors are properly briefed about these and other differences between the two markets, such as approaches to corporate governance.” “Listing documents will need to disclose these distinctions clearly to enable informed investment in companies on the platform and reduce the risk of misunderstandings further down the line,” Currie adds.
The current international trade tensions continue to create a challenging environment for Chinese companies seeking to attract international investment. The new platform provides a new route to access the London market, one of the deepest pools of capital in the world, but it is not open to all companies – there are various criteria which a Chinese company will need to satisfy in order for GDRs representing its shares to be eligible for admission to the UK Official List and the SLSC segment of the Main Market of the LSE. “The RMB 20 billion ($ 2.8 billion) market cap requirement alone will preclude all but the largest,” Currie pointed out.
Another significant issue observed by Currie is the difference between Chinese and British investment cultures, which she thought as unavoidable. Curries pointed out that lawyers and other professional advisers can help companies. “For lawyers, it brings the opportunity to help their blue-chip clients broaden their exposure to global capital markets and to guide them through the many challenges of cross-border regulation,” said Delphine Currie.
“While willing and able to consider more sophisticated and complex investment propositions, by investing in London Stock Exchange-listed companies, investors expect adherence to high standards of corporate governance. This includes applicable regulatory requirements, but also less formal guidelines and standards set by institutional investor groups themselves. Institutional investors also expect to be able to have greater dialogue with the companies in which they invest (with high expectations set for this by the UK corporate governance codes applying to both listed companies and institutional investors).”
Curries said lawyers and other professional advisers can help companies navigate this environment and provide guidance on how to meet investor expectations. Reed Smith has lawyers who have listed more than 250 Chinese companies in HK, the UK and the USA. “Our teams on the ground in China and Hong Kong are perfectly placed to bridge any cultural differences,” Currie said.