by Chu Chui Kuen, Leung Chi Ming Ludwig. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 138-141). / ABSTRACT --- p.ii / TABLE OF CONTENTS --- p.iii / LIST OF FIGURES --- p.viii / LIST OF TABLES --- p.ix / INTRODUCTION --- p.1 / Background --- p.1 / Objectives --- p.2 / Methodology --- p.3 / Chapter I --- THE PROBLEM OF STATE OWNED ENTERPRISES (SOES) --- p.4 / THE SOE REFORM --- p.6 / "First Stage, 1983" --- p.6 / "Second Stage, 1988" --- p.6 / Contract Responsibility System --- p.6 / Shareholding System --- p.7 / Relationship between Contract Responsibility System and Shareholding System --- p.9 / "Third Stage, 1989" --- p.10 / Mr. Deng visited the Southern part of China --- p.10 / The 15th Party Congress --- p.12 / Chapter II --- STOCK MARKET BACKGROUND --- p.14 / Chapter III --- LISTING CONSIDERATIONS --- p.16 / Advantages of the Listing Status --- p.16 / Benefits to the PRC Government- A strong support for the SOE Reform in PRC --- p.16 / Sources of Capital for State Development --- p.16 / Reduce the dependence of the SOEs on Government subsidies --- p.16 / Reduce the risk of bankruptcy of the SOEs --- p.17 / Better preservation of the state-owned assets --- p.17 / A means to cash in the share-holding of the state --- p.17 / The Benefits to the SOEs --- p.17 / Capital for initial business development --- p.18 / Channel for continuous fund-raising --- p.18 / Pressure for profitability --- p.18 / A channel for merger and acquisition --- p.18 / Publicity and credibility --- p.18 / The Choice of Stock Market --- p.19 / Domestic Markets- SHSE and SZSE --- p.19 / The Problems of Domestic Market --- p.20 / Problems with A-shares listing --- p.20 / Problems with B-shares listing --- p.27 / Low market capitalization --- p.27 / Low liquidity --- p.27 / Quota system --- p.27 / Inconvenient and time-consuming transactions --- p.28 / Poor information access --- p.28 / Poor market infrastructure --- p.28 / Overseas Market - N-shares and H-shares --- p.28 / Large market capitalization and High liquidity --- p.29 / Multiple channels for investors --- p.29 / High degree of internationalization --- p.29 / Strict listing requirement and highly regulated Environment --- p.29 / Widen sources of financing --- p.30 / Tax and other benefit --- p.30 / Hong Kong Market (H-shares) --- p.31 / International funds --- p.31 / "High liquidity, high trading volume and efficiency" --- p.32 / An efficient and well-regulated Market --- p.32 / Common cultural background --- p.32 / Chapter IV --- THE PROCEDURE FOR H-SHARE LISTING --- p.33 / Chapter V --- RESTRUCTURING --- p.36 / Formation of Company Limited for Listing --- p.36 / Restructuring --- p.36 / The Objectives --- p.36 / Clarify ownership structure --- p.36 / Organize related business --- p.37 / Improve management structure --- p.37 / Improve financial management --- p.37 / International alignment --- p.37 / The Process --- p.38 / Forms of Restructuring --- p.38 / Type I. The Single Enterprise Structure --- p.39 / Case Example: Chengdu Telecommunications Cable Co. Ltd --- p.40 / Type II. The Transformation Structure --- p.41 / Type III. The Group Holding Structure --- p.42 / Case Example: Beijing North Star --- p.44 / Type IV. The Spin Off Structure --- p.46 / Case Example: Guangzhou Shipyard International --- p.47 / The Structure After Listing --- p.48 / Employee share --- p.49 / The Central Issues in Restructuring --- p.51 / The Role of Supervisory Government Department /the Parent Holding Company --- p.52 / Under Central Economic in planning --- p.52 / After the Restructuring --- p.52 / The Role of SOEs as the Social Welfare Agents --- p.53 / Roles of the Communist Party and Employee Organizations --- p.54 / in the listed company --- p.54 / Entangled relationship with potential conflicts of interest (power) --- p.54 / Chapter VI --- ISSUES AND DIFFICULTIS IN LISTING --- p.57 / Quota System --- p.57 / Answering the Questions of HKSE --- p.58 / Restructuring --- p.58 / Unclear Company Structure and Ownership --- p.58 / Dependence on Parent Company --- p.58 / Selection of Business To Avoid Competition with the Parent Company --- p.59 / Social Burden --- p.59 / Handling of Debt --- p.59 / Accounting System --- p.60 / Fixed Asset --- p.60 / Cost of Inventory --- p.60 / Bad Debt Allowances --- p.60 / Triangle Debt --- p.61 / Legal Matters --- p.62 / Pricing of IPO --- p.62 / Setting the IPO Price --- p.62 / Business Nature of the Enterprise --- p.63 / Chapter VII --- AGENCY COST --- p.64 / The Presence of Agency Cost --- p.64 / Traditional Agency Cost before listing as H share --- p.65 / The improvement of H share in supervisory --- p.68 / "Representative of the shareholders, the board of directors" --- p.68 / and the supervisors committee --- p.68 / Responsibility of the board of directors to monitor the enterprise --- p.72 / Incentive system --- p.72 / "The ""A"" - shares" --- p.73 / The non-monetary benefit --- p.74 / Monitoring the management --- p.75 / The Independent non-executive directors --- p.76 / The supervisory committee --- p.77 / Social burden --- p.77 / Other benefit --- p.77 / Connected transaction --- p.78 / Further control on the agent --- p.79 / Chapter VIII --- TRANSACTION COST --- p.83 / Financing Means --- p.83 / Bank Loan --- p.83 / Listing as H share --- p.86 / Cost of listing --- p.86 / Other Cost for Listing --- p.89 / First time listing fee and Listing maintenance fee --- p.89 / "Auditing fee, printing charge and distribution of annual report " --- p.90 / Public Relation --- p.90 / Other charges --- p.91 / Chapter IX --- UNCERTAINTY --- p.92 / Uncertainty reduced --- p.92 / Source of Financing - Equity Financing --- p.92 / More Efficient and Effective Management --- p.92 / Preservation and Growth of State Assets --- p.93 / Reputation --- p.93 / Liquidity of Stock --- p.94 / Interest of Investors --- p.94 / Higher Autonomy --- p.94 / Uncertainty Not Reduced --- p.95 / Reliance on Parent Company --- p.95 / Foreign Currency --- p.95 / Separation of Government from the Enterprise --- p.95 / Appointment of Managers --- p.96 / Political and Economic Risk --- p.96 / New Uncertainty Introduced --- p.96 / Greater Exposure to Speculations of the Market --- p.96 / The Social Burden's Return --- p.97 / Chapter X --- CASE : SHANGHAI PETROCHEMICAL COMPANY LIMITED --- p.98 / Introduction --- p.98 / Background --- p.99 / The Ownership --- p.99 / State Control and Subsidies --- p.99 / Raw Materials Supplies --- p.100 / Sales and Marketing --- p.101 / Import and Foreign Exchange Restriction --- p.101 / "The ""Little Society´ح " --- p.102 / Financing History --- p.102 / Indebtedness --- p.104 / The Economic Reform --- p.105 / The Fundamental Changes --- p.105 / Restructuring --- p.105 / Solutions to Traditional Burdens --- p.108 / Financing --- p.112 / Share-issuing --- p.112 / Capital Structure --- p.113 / Corporate Management --- p.114 / Financial Performances --- p.114 / Tax Benefit --- p.115 / Corporate Strategy --- p.115 / Market-orientation - away from the planned economy --- p.115 / Management --- p.116 / Market Sensitivity --- p.116 / Cost Control --- p.118 / Debt Management --- p.118 / Business Development --- p.120 / The People --- p.121 / The Management --- p.121 / Employees --- p.124 / Issues Open to Questions --- p.126 / The Government as the Majority Shareholder --- p.126 / Complications in Ownership Relationship-The Majority Shareholder --- p.126 / Jinshan and the Company --- p.126 / The Role Conflicts --- p.128 / CONCLUSIONS --- p.131 / APPENDIXI THE BACKGROUND OF THE BEIJING NORTH STAR COMPANY LIMITED --- p.136 / BIBLIOGRAPHY --- p.138