China details CDR rules to woo overseas-listed companies

BEIJING/SHANGHAI (Reuters) – China’s securities regulator on Friday published draft rules on the issuance of China Depositary Receipts, or CDRs, paving the way for domestic flotation of offshore-listed tech giants and the launch of a cross-broader link of exchanges in Shanghai and London.

The rules on CDRs, modeled after American depositary receipts (ADRs), came days after the Hong Kong stock exchange adopted new rules to broaden its listing regime, intensifying a battle for listing resources.

Both Beijing and Hong Kong are targeting the likes of Baidu, Alibaba (NYSE:) Group and JD.com by allowing them to list at home via secondary listings.

The rules “lay the foundation for innovative companies to return to the domestic capital markets via the issuance of CDRs,” the China Securities Regulatory Commission (CSRC) said on its website.

CSRC added that the upcoming Shanghai-London Stock Connect program will allows companies to issue depositary receipts to list on each other’s markets in the initial stage.

The consultation period for the rules will run for a month, according to the official Securities Times, meaning that CSRC could start vetting CDR applications as soon as next month.

The detailed rules came a month after China’s State Council, or cabinet, published broad guidelines to support the issuance of CDRs by innovators in areas such as big data, artificial intelligence (AI) and Internet, part of Beijing’s “Made in China 2025” blueprint.

The new rules allow issuance of CDRs in compliance with Chinese securities law, and applicants must have a history of at least three consecutive years of business operation.

Most of the rules are devoted to investor protection, as CSRC vows to prevent “discrimination” against Chinese investors.

The rules require issuers of CDRs, as well as controlling shareholders, to ensure simultaneous information disclosure in China and overseas markets.

Regulators also sought to tackle risks tied to weighted voting rights, and variable interest entities (VIE), a popular structure adopted by overseas-listed Chinese firms.

Under the rules, issuers with weighted voting rights or VIE structures must fully disclose potential risks to Chinese investors, and will be punished for misusing their special voting power.

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