UNCLAS SECTION 01 OF 02 SHANGHAI 000481

SIPDIS

SENSITIVE
SIPDIS

STATE PASS USTR FOR STRATFORD/WINTER/MCCARTIN/ALTBACH/READE
STATE PASS FEDERAL RESERVE BOARD FOR JOHNSON/SCHINDLER; SAN
FRANCISCO FRB FOR CURRAN; NEW YORK FRB FOR CLARK/CRYSTAL/MOSELEY
CEA FOR BLOCK
USDOC FOR ITA/MAC DAS KASOFF, MELCHER AND MCQUEEN
TREASURY FOR ADAMS, AND OASIA - DOHNER/BAKER/CUSHMAN
TREASURY FOR WRIGHT AND AMB HOLMER
NSC FOR WILDER AND TONG

E.O. 12958: N/A
TAGS: ECON EFIN EINV CH
SUBJECT: HAITONG'S BACKDOOR LAUNCH INTO THE MARKET

REF: A. SHANGHAI 334


B. SHANGHAI 478

(U) This cable is sensitive but unclassified and for official
use only. Not for distribution outside of USG channels or via
the internet.


1. (SBU) Summary: Haitong Securities became the first securities
company to list via a backdoor listing in China, on July 31,
after it completed a reverse takeover of Shanghai Urban
Agro-Business. It was forced to use a backdoor listing since,
on its own, it did not meet Chinese listing requirements. Other
securities firms are in the pipeline to follow Haitong onto the
market through backdoor listing as they hope to raise funds
necessary to make them competitive with the inevitable entry of
more competitive international firms. End Summary.


2. (SBU) Econoff and Economic Assistant attended the Haitong
Securities Company's listing ceremony on the floor of the
Shanghai Stock Exchange on July 31. Haitong is the third
securities firm to list in China and the first to do so via a
backdoor listing. (Note: Hong Yuan Securities listed in 1994;
Citic Securities Co., one of the country's biggest brokerage
firms, listed in 2002.) On Haitong's first day of trading, it
declined 6.7 percent from its initial price of 56.01 to 51.65.
(Note: See Ref A for a report on Finatt's meeting with Haitong
Securities on May 16).


3. (SBU) At the listing ceremony, Haitong Securities Company
International Business Department General Manager Liao Rongyao
and Haitong Securities Director Wu Bin said Haitong intended to
use the money it raised on the capital markets to expand its
business. It hoped to acquire several smaller securities
companies and develop its stock index futures portfolio (Ref B).
Wu also said that being a listed company would enhance

Haitong's corporate image and increase public awareness of the
company.

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Mechanics of the Backdoor Listing
--------------


4. (SBU) Z-Ben Advisors Principal Peter Alexander, in a separate
meeting on July 28, told Econoff that Haitong effected its
backdoor listing by purchasing Shanghai Urban Agro-Business
Limited. Shanghai Urban was a listed company owned by Shanghai
Municipal government's Bright Foods Group. To effect the
transaction, Shanghai Urban transferred all of its assets and
liabilities, including retired employees, back to its parent in
exchange for 756 million RMB (USD 100 million). Before this
backdoor listing was announced on October 16, 2006, Shanghai
Urban's stock was worth 6.38. Following the announcement of
Haitong's intended reverse takeover, trading of Shanghai Urban's
stock was suspended until January 5 when it reopened at 6.38 RMB
per share. It had risen to 56 RMB per share as of July 31, on
investor's anticipation of the takeover.


5. (SBU) Haitong's Wu told Econoff that the procedures and
regulations governing controlling backdoor listings were "not
very clear and very complicated." He noted that Haitong had
been forced to deal with many different regulators at the same
time as they attempted to discern what information was required
and how Haitong should proceed.


6. (SBU) Haitong, opened in 1988, was one of three securities
companies owned by the Shanghai Municipal government. Shanghai
also owns the Shenyin Wanguo and Guotai Junan securities firms.
According to Wu, Haitong had initially been owned by the
Ministry of Finance and was transferred several years ago from
the Ministry of Finance to the Shanghai government.


7. (SBU) Haitong's Liao said that Haitong had initially targeted

SHANGHAI 00000481 002 OF 002


a Shenzhen-listed company called the Liulu Industrial Company.
(Note: Liulu is a company under the direction of PetroChina that
has yet to undergo share reform. End note.) Liao said that the
Shanghai government had objected to Haitong's "moving out of
town" and provided a list of six ailing Shanghai
Government-owned listed companies for Haitong's "consideration."
One of these was Shanghai Urban.

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Back(door Listing) to the Future?
--------------


8. (SBU) Z-Ben Advisors Alexander noted that several other
Chinese brokerage firms, such as China Merchants Securities Co.
and Guotai Junan Securities Co. are also preparing to launch
initial public offerings via backdoor listings. Many of these
companies have already started the process of purchasing listed
shell companies. Backdoor listings provide the only method for
Chinese securities firms to list due to the Chinese Securities
Regulatory Commission's listing-requirement that companies have
three years of profitability. Securities firms, who up until 18
months ago had suffered through China's five bear market, did
not meet this qualification. According to Alexander, Chinese
securities firms were hoping to go public as soon as possible so
that they could raise funds to prepare themselves for what many
see as the inevitable entry of more competitive foreign
securities firms.

--------------
Comment
--------------


9. (SBU) Attending the ceremony and providing official blessing
was Shanghai Vice Mayor Yang Dinghua. In her remarks, she said
that Haitong's listing was another step towards insuring
Shanghai's place as an international financial center.
Shanghai's interference in helping Haitong "select" a
Shanghai-owned and -listed company demonstrates the lengths to
which municipal governments will go to protect and promote its
own during mergers and acquisitions. Shanghai Stock Exchange
Executive Vice President referred to Shanghai's stock exchange
as "The Shanghai Financial Stock Exchange" on July 27 (Ref B)
because financial services companies account for 80 percent of
the value on the market. Indeed, Shanghai's reputation as an
international financial capital and the success of the Shanghai
stock market appear to be increasingly interlinked.
SCHUCHAT