IPO:应该天马行空还是透明化? / IPOs: Creativity or Transparency?

IPO:应该天马行空还是透明化?

香港证券及期货事务监察委员会最近要求修改香港法律,对炮制误导性或欺诈性招股说明书的IPO保荐人追究刑责。

此举用意虽好,但不出意料地遭到了各大投行的坚决反对。然而,让严重萎缩的中国IPO市场重拾信心其实符合所有人的利益,无论是监管机构、投行、大投资者还是散户。

作为消费者,我们理所当然地希望广告的真实度标准会比二十多年前更高,并且这也在法律法规的广泛保护范围之内。

难道说,个人投资者在考虑是否购买一支IPO股票时,就应该满足于得到不完整或带有误导性的信息吗?当然不是。

正如Tom Holland最近在《南华早报》上就此问题发表的评述:

招股说明书是法律文件,其中包含投资方决定是否购买股票所需的全部信息,它的准确性应不容置疑。

如果我们看到一则药品广告,其中包含该药对人类健康的具体表述,我们有权要求这些表述是经过严格审查并以科学数据为基础的,而且广告的文字也不容包含任何歪曲、错误表述或事实夸大。在香港、中国大陆及其他很多地方,这些都是受到法律保护的。

错误的投资决策可能给个人或家庭的财务健康造成毁灭性的打击,就像不良药品会对肌体健康造成损害一样。

如果不苛以刑责,投行可以在背景调查中为所欲为,特别是在审核及包装IPO招股说明书涉及的数据时。

Holland在文章中写道,据香港证监会表示,他们收到的很多IPO申请都不符合规范,存在着未能准确发布企业过往业绩、忽略重大风险、提供过分乐观的财务预测导致预期超出合理范围等不足。

有创造力是件好事,但不能将它主要用于欺诈普通民众的钱财。

毫不出奇,香港投行团体正拼死反对修订法律,不同意将他们的这类行为入刑。同时,“买者自慎”的矛头也直指散户。

讽刺的是,香港的零售银行如今不得不执行新程序,花费大量的时间讲解说明,以确保个人投资者在考虑购买银行投资产品时,对其中的风险一清二楚。这是全球金融危机的产物,当时很多香港散户由于糊里糊涂地购买了不甚明白的组合投资产品,导致毕生积蓄血本无归。

但当时在香港资本市场,散户得不到保障。他们对一支IPO股票的理解能力完全来自于招股说明。如果保荐投行捏造文件,其恶果相当于零售银行向普通投资者兜售无法了解的风险方案,有人说甚至更糟。

散户在香港IPO市场只是无足轻重的小人物,却值得更好的保护。希望证监会的努力能够取得成功,这对市场及消费者来说都是件大好事,而且早该这么做了。

IPOs: Creativity or Transparency?

Hong Kong’s Securities and Futures Commission recently called for a change in Hong Kong law which would make IPO sponsors criminally liable for producing misleading or fraudulent prospectuses.

This is a good move, although, not surprisingly, the investment banks are staunchly opposed. However, restoring confidence in the badly diminished China IPO market is in everyone’s best interest: regulators, investment banks, big investors and small retail investors.

As consumers, we have rightfully come to expect higher standards of truth in advertising than we did 20 or more years ago. Such expectations are widely protected by laws and regulations.

Should individual investors be content with incomplete or misleading information when considering whether or not to purchase shares in an IPO? Obviously not.

As Tom Holland wrote in the South China Morning Post recently on this subject:

A prospectus is meant to be a legal document containing all the information an investor needs to decide whether to buy shares or not. Its accuracy should be beyond doubt.”

If we read an advertisement for a pharmaceutical product containing specific claims about that product’s effects on human health, we have the right to expect that those claims have been carefully vetted, based on scientific data, and that the wording in the advertisement does not distort, misstate, or exaggerate the truth. This is enshrined in law in Hong Kong, China and many other places.

A bad investment decision can have disastrous effects on an individual’s or family’s financial health, just as bad medicine can have on physical health.

In the absence of criminal liability, investment banks have been far too relaxed in the due diligence process, specifically with regard to vetting and packaging the data which goes into IPO prospectuses.

Holland writes that according to Hong Kong’s SFC, a high percentage of IPO applications received are not up to standard, by failing to accurately disclose companies’ past performance, overlooking significant risks, or offering financial forecasts which were so creatively optimistic as to stretch the bounds of reasonable assumption.

Creativity is great, but not when its primary purpose appears to be to cheat ordinary people out of their money.

Not surprisingly, Hong Kong’s investment banking community is dead set against any moves to change the law in ways that would make them criminally liable for these kinds of activities. In the meantime, the brunt of “caveat emptor” is on the retail investor.

Ironically, retail banks in Hong Kong now have to go through elaborate and time-consuming new procedures to ensure individual investors understand the risks when considering investing in the bank’s investment product offerings. This came about in the wake of the global financial crisis, when many Hong Kong retail investors lost their life savings after buying complex investment products which they did not understand.

Yet when it comes to the Hong Kong equity market, the retail investor has no such protection. Their ability to understand the risks inherent in an IPO share offering is dependent on the prospectus. If the sponsoring investment banks fudge that document, it’s just as bad or arguably even worse than a retail bank offering risky schemes which most ordinary investors cannot possibly understand.

Retail investors are the small fry in Hong Kong’s IPO market, but they deserve better protection. I hope the SFC’s effort to achieve this is a success. It would be good for the market as well as the consumer, and it’s long overdue.


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