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On the afternoon of September
8, 2005, the Venture Capital Cooperation and Development in
China Roundtable 2005, hosted by the China Venture Capital
Research Institute and co-organized by the World Economic
Forum, was successfully held at the Grand Hyatt Beijing. The
meeting was chaired by Dr. Gongmeng Chen, Director of the
China Venture Capital Research Institute. The participants
included 13 policy-makers from the Policy Research Office
of State Department, the National Development and Reform Commission,
the Ministry of Commerce, the Ministry of Science and Technology,
the State Administration of Foreign Exchange, China's Securities
Regulatory Commission, and the Shenzhen Stock Exchange, etc.,
7 experts and scholars in the venture capital circle, 8 high-ranking
Chinese venture capitalists, and 30 prominent foreign venture
capital experts and practitioners.
The meeting started with the welcome speech by Kevin Steinberg,
Senior Director of the World Economic Forum, who gave a warm
welcome to the participants on behalf of the World Economic
Forum. Then the host of the meeting, Dr. Gongmeng Chen, briefed
the participants on the aim of the meeting ¨C enhancing direct
communications between government departments and practitioners,
scholars and experts to allow the venture capital community
to better understand government policies as well as to help
government departments to better capture the actual circumstances
and existing problems of the venture capital sector so that
they can devise make more practical policies and regulations.
The meeting was carried out in four sessions. In the first
session, 4 Chinese venture capitalists delivered speeches
on the difficulties and problems confronted by domestic venture
capital institutions from the perspective of investment environment,
policy environment, the venture capital investment system,
etc. This session was followed by speeches from 4 high-ranking
international venture capitalists who are engaged in venture
capital investment activities in China. They discussed their
investment experience in China and the difficulties and problems
they have encountered, and proposed solutions to those problems.
Based on the difficulties and problems brought up by the previous
speakers, in the discussion session venture capital exerts,
policy-makers, and scholars carried out an extensive dialogue
and exchanged their creative ideas. After a 15-minute tea
break, in the third session, 5 policy-makers from the management
departments discussed policy-making and introduced the most
up to date policy orientations from the government¡¯s side.
In the fourth session, experts and scholars highlighted the
development history of China¡¯s venture capital industry. At
the end of the session, Prof. Siwei Cheng, Vice Chairman of
the National People's Congress, delivered the wrap-up speech
and ended the meeting.
During the meeting, the participants engaged in extensive
and profound discussions and expressed their opinions on many
important issues. The major points of view from this roundtable
meeting are summarized as follows.
I. Current status of China¡¯s venture capital industry and
its difficulties and problems
The participants noted that foreign venture capital is very
active in China and the development of domestic venture capital
is failing to keep pace. Foreign venture capital investments
are more inclined to globalization, whereas for domestic venture
capital, state-owned capital and company structure are still
the main constituents, which are characterized by a simplistic
equity structure. Consequently, domestic venture capital institutions
will lose their attraction to talents and suffer from a contraction
of domestically invested funds, ultimately causing a bigger
gap between Chinese venture capital and foreign venture capital.
Simultaneously, the difficulties and problems confronted by
international and domestic venture capital are also different.
To be more exact, difficulties and problems faced by domestic
venture capital are as follows: most domestic venture capital
institutions suffer from deficient systems and lack of vitality;
the government is not placing enough emphasis on venture capitalism
and its support is not as effective as that of developed countries
and some developing countries. In addition, the current government
support is not prioritized; the Shenzhen SME Board cannot
accommodate the financing demand of SMEs as well as the needs
for venture capital exit, and the venture capital industry
is urgently calling for talents and funding. The difficulties
and problems faced by international venture capital mainly
include: the promulgation of Decrees No. 11 and No. 29, the
restrictions of Chinese policies and policy instabilities,
and the fact that communication and cooperation between foreign
and domestic venture capital is frustrating.
1. Existing difficulties and problems confronted by Chinese
venture capitalists
Although some Chinese venture capital institutions can still
achieve relatively satisfactory performances in the current
market environment (as a representative from China Science
and Merchants Venture Capital Management presented, the company¡¯s
ROE in 2003 was 16%, and its earnings on cash was 10%; its
ROE in 2004 increased to 16%, and its earnings on cash climbed
to 15%.), China¡¯s venture capital industry is generally lagging,
and many difficulties and problems still exist.
1.1 Inflexible venture capital investment mechanism, lack
of competitiveness
Dr. Gongmeng Chen, Director of the China Venture Capital Research
Institute indicated that most domestic venture capital institutions
carry a government background or were once state owned enterprises
(SOEs). These institutions are mainly sponsored by the Department
of Science and Technology of the localities. That is to say,
they are quasi-government investment institutions. The inherent
SOE features of the Chinese venture capital institutions deprive
them of the capability of adapting to the high marketization,
ardent competition, high intelligence, and high-responsiveness
of the venture capital industry. The underlying reason for
the deficient development of state-owned venture capital institutions
is that they lack a market-oriented employment mechanism,
incentive system, supervision system, and inhibition system.
From this perspective, if we do not thoroughly press forward
with the marketization and globalization reform of the current
system that has impeded the development of Chinese venture
capital institutions, even though we have solved the problem
of the market exit mechanism and completed the reform of issuing
of favorable taxation policies, it will only be a temporary
solution as it cannot create long-term intrinsic development.
Xucai Yang, Executive President of the Tianjin Venture Capital
Association also commented that the domestic venture capital
system lacks both flexibility and competitiveness.
1.2 The central government is not placing enough emphasis
on venture capitalism
Guojie He, Chairman of the Guangdong Venture Capital Association,
said that the government is not placing enough emphasis on
the venture capital industry, and that governmental support
for this sector lags far behind those of developed countries
and even some developing countries. Meanwhile, unlike what
occurred in other industries, the government has failed to
prioritize the key areas to benefit from its support. For
instance, it has not clarified whether it will support innovation-oriented
enterprises or venture capital institutions.
1.3 China¡¯s market and policy environments have restrained
the adjustment of the venture capital management structure
Mr. He indicated that the state-owned venture capital sector
is carrying out its transition in four ways. First, state
owned venture capital institutions are transforming into government-invested
authoritative institutions. For instance, in Shanghai and
Jiangsu, state-owned venture capital has been transformed
into funds that are now authorizing small investment firms
to carry out investment activities. Second, state owned venture
capital institutions are transforming into stock holding companies,
exerting the same function as investment institutions. Third,
they are transforming toward industrial chain models. Some
listed companies have set up investment companies within the
industrial chain to better meet the demand for development.
Fourth, state owned venture capital institutions are seeking
to transform into specialized and regionalized investment
funds. However, the market and policy environments have somehow
restrained the adjustment of the venture capital management
structure.
1.4 The SME Board cannot accommodate the financing needs of
SMEs and support the exit of venture capital
Dr. Wuhua Long, Director of the SME Board of the Shenzhen
Stock Exchange, pointed out that since the SME Board was launched
over a year ago, it has gained some extraordinary experience.
First, the SME Board has developed to a certain scale. There
are 50 companies listed on the SME Board, with a total investment
of 12 billion Yuan and a market capitalization of 43.5 billion
Yuan. Second, the SME Board provides support to hi-tech companies.
Among the 50 companies, 33 are high-tech companies (22 of
them belong to the National Torch Plan), which are at the
top of the industry. Third, the performances of listed companies
on the SME Board are better than those in the Main Board,
averaging at 0.19 Yuan of earnings per share. Earnings per
share for the Shenzhen Main Board averages 0.10 Yuan and for
Shanghai Stock Exchange 0.15 Yuan. Fourth, it enjoys high
growth, which is one of the highlights of the market economy.
In the past two years, the domestic capital market has been
stagnant. On August 22, 2005, transactions on the SME Board
reached 113.3 billion Yuan, with a turnover ratio of 1164,
which was greater than that of the Main Board. Fifth, the
supervision practices have been gradually perfected. The Creditability
Construction Directory, the Sponsor Directory, and the Directors
Directory are much stricter than those of the Main Board.
Finally, among the 50 listed companies, 15 are venture capital
firms, with an accumulated original investment of 0.1 billion
Yuan. The Board¡¯s net asset value has increased by 12.4 times
and its market capitalization has increased by 40 times.
Despite this, the SME Board cannot accommodate the needs of
SMEs in their financing activities or the exit of venture
capital funds. Statistics from the Shenzhen Stock Exchange
show that the approximate number of enterprises that are close
to the standard is 3000. So far, the scale of the Shenzhen
SME Board cannot yet adapt to the tremendous financing demand
of fast-growing SMEs. Seen from the current operational status,
its extended significance is greater than what it means in
itself. There are still plenty of flaws and limitations in
the actual practices.
1.5 The venture capital industry lacks talents and capital
Guojie He and Xucai Yang, Executive President of the Tianjin
Venture Capital Association, both thought that very least
of the domestic funds went to venture capital industry due
to restrictions of various government policies. In addition,
the venture capital industry lacks high quality talents to
a great extent.
2. Difficulties and problems faced by international venture
capitalists when they are investing in China
Ta-Lin Hsu, Chairman of H&Q Asia Pacific believed that
China will become the world's most vigorous venture capital
market and we should maintain our confidence in this. Plus,
China already possesses talents, capital, and the entrepreneurial
spirit that are most needed for the development of venture
capitalism. Jean-Bernard Schmidt, Chairman of Sofinnova Partners,
commented that as China is the market which enjoys the fastest
economic growth in the world, it has attracted many European
venture capital funds. Although numerous international venture
capitalists see a good future in the Chinese market and they
have achieved satisfactory returns from their investment in
China, they are still faced with problems and difficulties
when they engage in investment.
2.1 Issue of Decrees No.11 and No.29 by the State Administration
of Foreign Exchange seriously affected foreign venture capitalism
Dr. Gongmeng Chen, Director of the China Venture Capital Research
Institute said that according to surveys conducted by his
institute, the vast majority of venture capitalists see the
issue of Decrees No.11 and No.29 early this year as a good
sign. In recent years China has indeed suffered serious capital
drain to foreign countries, but we should not crack down on
both the good and the bad. The major problems of these two
decrees are as follows.
£¨1£©The ¡°cut at one stroke¡± dimension creates obstacles for
the development of foreign venture capital. The central government
will inhibit the embezzling and stealing capital by circumventing
legislative flaws, but we should also recognize the significant
contributions to the development of China¡¯s innovation economy
from foreign venture capital and understand the operational
models that foreign venture capitals have to adopt under China¡¯s
current economic environment.
£¨2£©The two decrees are not easy to enact and the concept and
policies behind them are vague. For instance, the two decrees
fail to provide a clear definition of ¡°residents in China¡±.
There are tens of millions of residents in China with assets
or equity here; if we assume that only one out of a thousand
residents expects to obtain equity in or other property rights
of an overseas enterprise, will the State Administration of
Foreign Exchange be able to handle and verify this type of
investment activity?
2.2 Policy restrictions and instability of policies
Yan Yan, President of Information Infrastructure, Softbank
Asia, pointed out that legislation restricts foreign capital
from entering China from many perspectives. For instance,
foreign capital is not allowed to invest in companies such
as netease.com and sohu.com, etc. In this case, foreign venture
capital has to use other channels. The listing of red-chip
shares overseas for some Chinese enterprises is a case in
point. Not only that, but there are quite a few problems in
exit, taxation, legislation, etc., which are mainly manifested
in the instability of policies. For example, the two decrees
from the State Administration of Foreign Exchange would never
be issued in other countries. He also reminded the participants
that taxation is a double-edged sword: on the one hand, it
mediates industries that are not supported by the government;
on the other hand, it encourages government-supported industries.
2.3 Other issues
Mr. Yan also indicated that venture capital institutions should
have non-incorporated structures, otherwise, it will likely
result in double taxation. Although the savings per capita
in China ranks the highest in the world, capital utility is
the lowest. To levy tax on venture capital funds will help
capital such as pension funds to enter venture capital sector.
Youzhong Chen, General Manager of China, Acer Venture Capital,
commented that there are no good channels through which foreign
venture capital and Chinese venture capital can communicate,
and that cooperation between the two is very difficult.
II. Suggestions on policy making and new policy trends
After a heated discussion between the participants, it was
generally agreed that the development of Chinese private enterprises
calls for effort from the government. While the government
seeks to push forward the development of private enterprises,
it should be forward-looking and authoritative. It should
have a consistent plan and a specialized institution to carry
out that development rather than managing through numerous
levels of government. The participants also suggested that
government departments should impel the development of China¡¯s
venture capital industry through formulating proactive and
preferential policies.
1. Suggestions on policy-making
1.1 Encourage venture capital fund formation
Wanshou Li, Executive Deputy General Manager of Shenzhen Capital
Group Co., Ltd. suggested that the central government should
adopt appropriate measures to clarify the status of venture
capital and legalize venture capital funds, including the
implementation of proactive policies such as a limited partnership
system and preferential tax policies, etc., to attract private
capital to invest in the venture capital field, the direction
of private capital into the venture capital sector via state-owned
capital, the support and setting up of private capital funds,
the use state-owned capital to set up offshore funds to raise
capital to support the development of domestic enterprisers,
and allowing funds such as social security funds to invest
in the venture capital industry at an appropriate percentage.
1.2 Improve the operational mechanism of venture capital
According to Lihong Guo, Director of the Technical Economy
Research Department of the Development Research Centre under
the State Department, venture capital comes in three forms:
through the corporate system, through the trust system, and
through the limited partnership system. The corporate system
is the least efficient as Chinese venture capital is mainly
sponsored by the government or SOEs. In addition, the biggest
problem that Chinese venture capital is facing is the integration
of management and investment firms. Even if they are separated,
the use of management firms to manage investment firms still
cannot overcome the problem of double taxation and the disadvantage
that professional management personals cannot accumulate good
performance and credits.
1.3 Diversify venture capital exit channels
Mr. Li proposed that to create better exit channels for venture
capital, we should establish a multi-level capital market
and carry out equity division reform to make possible the
circulation of all shares and enable the SME Board to transform
into a Growth Enterprise Market Board. At the same time, he
urged that the department concerned should issue regulations
on cross-border stock exchange as soon as possible to facilitate
the overseas listing of Chinese-based enterprises. Regarding
the establishment of offshore companies, he thought that the
verification system is too strict and the supervisee department
should consider shifting to a registration and recording system
or referring to QFII while engaging in supervision.
Ta-Lin Hsu, Chairman of H&Q Asia Pacific, thought that
venture capital is closely associated with returns. We don¡¯t
need to talk about venture capital if there are no good returns.
With a good exit mechanism, there will be more investors in
the venture capital sector. One of the important factors of
the success of Silicon Valley is that there is very good exit
channel in the U.S: the NASDAQ. To help venture capital to
exit through IPOs, China needs an effective Second Board market.
The establishment of a Second Board market is critical, as
it not only favors the exit of venture capital, but will also
motivate entrepreneurs. From the point of view of Richard
Wang of Trainer Bank, another feasible solution for the exit
of venture capital is through MBOs, transferring equity to
overseas enterprises, which will in return bring higher profit
to the venture capitalists.
Lihong Guo, Director of the Technical Economy Research Department
of Development Research Centre of the State Department suggested
that what China needs badly at this moment is not Growth Enterprise
Market, but a low-end market in a multi-layered capital market,
such as the OTCBB market in NASDAQ and the OTC market in Taiwan.
1.4 Establishing venture capital associations and enhancing
industrial discipline
Professor Martin Haemmig from CeTIM proposed that we should
encourage industrial associations and establish open dialogue
and communication between venture capital associations and
the government with a view to persuade and convince government
about the benefit of venture capital institutions. Dr. Mei
Xinyu from the Research Department of the Ministry of Commerce
believed that the relationship between governmental supervision
and industrial discipline should be properly addressed. The
venture capital industry should strengthen its industrial
discipline and mitigate against its negative elements. The
government, in turn, should provide an incentive system for
law-observing enterprises.
1.5 Accurately position venture capital and provide support
in corporate governance, taxation and capital flow.
Dr. Gongmeng Chen, Director of the China Venture Capital Research
Institute suggested that to truly support the development
of the venture capital industry, the government should provide
various kinds of favorable taxation policies and define them
well through regulations and acts. Since 1998, governments
at all levels have promulgated numerous polices and regulations
to encourage venture capital development. However, not many
of them are strictly carried out. Therefore, the government
should adopt appropriate incentive measures for venture capital
investment. It should primarily support venture capital institutions
that are truly into venture capital business, which support
innovation-oriented start-up enterprises. It should also conduct
an in-depth study and comparison of the cost and profit of
different incentive models to maximize the benefit of the
limited financial support. Finally, the government should
provide details of implement favorable measures at the right
levels. As many favorable polices for venture capital are
jointly promulgated by several government departments, when
a policy is issued, most of the time it cannot be effectively
implemented due to lack of coordination between the departments.
Hence, Dr. Chen proposed that the government should establish
or appoint a policy coordination institution so that numerous
venture capital institutions will have a real ¡°agent¡±.
1.6 Properly understand foreign venture capital
Dr. Chen also said that the influence of foreign venture capital
institutions should not be overlooked. In the mid- to long-term,
foreign venture capital will be conducive to China¡¯s economic
development. Its contributions are manifested in the following
ways. First, it has introduced the advanced management and
operational experience from the world venture capital community
to China, raising the overall standard of China¡¯s venture
capital industry. Second, it has significantly pushed forward
the development of China¡¯s innovation economy. For instance,
without the presence of foreign venture capital, the Internet
economy would not have made such remarkable achievements,
and many renowned enterprises such as Sina and Alibaba, which
are now notable contributors to the economy, would not have
appeared. Third, foreign venture capital has upgraded the
management level of venture capital supported Chinese enterprises
and helped them to improve their corporate governance structure.
Fourth, the success of numerous start-ups injected with foreign
capital, including Shanda and Focusmedia among others, have
greatly aroused the enthusiasm of many young talents for starting
up business. Fifth, foreign venture capital alleviates the
capital shortage problem for Chinese SMEs. In this case, the
government should not restrict foreign venture capital, but
should provide appropriate encouragement and support. Youzhong
Chen, GM of Acer Technology Ventures Asia Pacific Ltd., sees
foreign venture capital as a great contributor to China: the
annual capital injection from foreign venture capital averages
approximately US$1 billion and has been increasing all along.
Most foreign venture capital institutions are oriented toward
companies that are in the seeding stage and they provide various
kinds of value-added services, such as introducing business
partners, helping with the establishment and operations of
boards of directors and assisting Chinese enterprises to list
overseas, etc.
1.7 Fill in the blanks after the equity division reform
Richard Wang from Trainer Bank said that before the equity
division reform, foreign capital could acquire the cooperation
share of Chinese listed companies. After the equity division
reform has been completed and all A shares are in circulation,
according to the regulations of the Chinese law, foreign capital
will not be allowed to invest in A shares. This leaves a policy
blank. Mr. Wang proposed that the departments concerned should
allow foreign investors to set up investment institutions
to purchase a limited amount of the reduced shares from the
legal shareholders of listed companies.
In addition, Kevin Steinberg, Senior Director of the World
Economic Forum, suggested that a bridge for dialogue and cooperation
should be built between domestic and overseas venture capital
institutions to facilitate communications. This will help
Chinese venture capital to learn from the advanced international
venture capital practice and improve its investment level
and performances.
2. Thoughts on policy making from policy makers and the trend
of new policies
2.1 Thoughts on policy-making
£¨1£©Policy-making thoughts for Decrees No.11 and No.29
Lujun Sun, Deputy Director of the Capital and Project Management
Department of the State Administration of Foreign Exchange
explained the background for the issuing of Decrees No. 11
and No. 29. He said that the State Administration of Foreign
Exchange believes that the current domestic capital market
is underdeveloped and simplistic, which forces SMEs, especially
private enterprises, to absorb foreign capital through overseas
shell companies. This practice has its rationality and inevitability,
but also has some inherent problems, such as capital removal
and tax evasion, etc. It sometimes conflicts with the existing
regulations when it comes to specific practices. For this
reason, the State Administration of Foreign Exchange enacted
Decrees No. 11 and No. 29 with the view to provide regulations
and directional instructions for the above issues. The purpose
of the two decrees is not to restrict the overseas financing
activities of Chinese enterprises, but to regulate and discipline
their development.
£¨2£©Management Principals for the State Administration of Foreign
Exchange
Mr. Sun also discussed the management principals of the State
Administration of Foreign Exchange. The first principle is
to neither interfere and nor skip supposed responsibilities.
This means that the State Administration of Foreign Exchange
will provide effective management when it is supposed to.
At present, current accounts have been changed into convertible
accounts, but capital accounts have not. Therefore, the State
Administration of Foreign Exchange still needs to manage capital
accounts. For those that comply with existing policies and
laws, the State Administration of Foreign Exchange will encourage
and support them. Second, the management concepts of the State
Administration of Foreign Exchange are changing, from originally
relying on administrative means with direct approval to market-oriented
indirect management. Third, the State Administration of Foreign
Exchange bears the responsibility for managing inflows and
outflows of capital. It has shifted its emphasis from managing
capital outflows to balanced management of both outflows and
inflows and carrying out stringent management especially for
short-term and speculative capital inflows.
£¨3£©Some considerations while selecting venture capital policies
Dr. Xinyu Mei from the Research Department of the Ministry
of Commerce listed the elements that the government takes
into account when it selects venture capital policies: one
is the timing for accelerating the development of venture
capital. Although venture capital is a critical attributor
to the innovation economy, there are no easily available exit
channels for it. Under such circumstances, government resources
might be invested in vain at the wrong moment. The second
concern is whether venture capital development should count
on domestic or foreign capital. Chinese-invested enterprises
suffer from high tax rates, which is not favorable to their
development. In the long run, the development of China¡¯s venture
capital industry ought to primarily rely on domestically invested
enterprises. For foreign-invested enterprises, the key is
to select the most competent management team to manage the
business in China rather than simply depend on favorable policies
like tax reduction, etc., from the government as this will
not be healthy in the long term.
2.2 Recent policy highlights
£¨1£©A circular on ¡°Management Measures for the Foreign Exchange
of Venture Capital from Non-legal Foreign Persons¡± is expected
to come out around the National Holiday.
Mr. Sun said that the major problem for Decrees No. 11 and
No. 29 was that the State Administration of Foreign Exchange
did not supply the subsequent explanation in a timely fashion.
One reason is that departments, including the Ministry of
Commerce, are drafting measures on the cross-border stock
exchange activities of Chinese-based enterprises. As no consensus
has been reached on this, regulations cannot be issued early
enough. Another reason is that the State Administration of
Foreign Exchange planned to amend both decrees and replace
them with one circular. This circular will mainly state that
companies set up for special business purposes by residents
in China will have to register at the State Administration
of Foreign Exchange. This circular provides more clarified
regulations on non-incorporated enterprises, including exit,
profit remittance, transferring capital back to China after
being financed overseas, etc. It allows enterprises to be
better informed of where to go through relevant procedures.
Mr. Sun also revealed that the first drafts of the two amended
Decrees have been finished and were passed in a staff meeting.
£¨2£© ¡°Administrative Measures on Venture Capital Investment
Fund¡± are about to come out
According to Jianjun Liu, Deputy Director of Department of
Accounting and Finance at the National Development and Reform
Commission, in March 2004 the Commission and 10 ministries
and commissions under the State Department began to draft
¡°Administrative Measures on Venture Capital Investment Fund¡±.
Currently, the Measures have been jointly signed by the 10
ministries and commissions and were submitted to the State
Department on August 15. Hopefully they will be promulgated
soon.
¡ð1 The policy covers both domestic and foreign-invested funds
in the category subject to adjustment
¡ð2 The major content of the new policy: one is to adopt legal
and institutional innovation to provide particular legal reference
for venture capital funds. The Company Law only regulates
the paid-up capital system, which is not applicable to the
operations of venture capital funds. Venture capital investments,
however, take the form of a promise system. According to the
new regulation, the initial amount of capital for venture
capital funds is reduced to 200 million Yuan and the rest
of the capital can arrive in the following three years. In
the meantime, these Measures allow investments via special
equity methods such as preferred stock that can be voted on
(reserved in the Company Law, subject to regulations from
the State Department). The Measures will also establish a
performance incentive system: venture capital funds will be
able to implement performance bonus systems, etc. In addition,
there are system innovations.
¡ð3 Support mechanism
The Measures will provide legal reference for establishing
a venture capital support mechanism. First, the Ministry of
Finance and the State Administration of Taxation have agreed
to exempt income tax for venture capital firms, which solve
the double taxation problem of venture capital companies.
It will also encourage investors to invest in high-risk projects
via giving tax deductions to venture capitalists.
Second, the means of financial support for venture capitalism
from the authorities will change. The local department of
finance will support venture capital companies, but they will
not be allowed to undertake direct investment. They can set
up directional funds to direct private capital towards venture
capital firms by exerting the leverage amplifying function
of capital from the Department of Finance. The government
can consider sending directors and adopting a ¡°one vote veto
system¡± to ensure that entrepreneurs do not embezzle capital
to speculate on stocks and real estate. This will not interfere
with other affairs of these companies.
Third, the Measures will ensure the gradual establishment
of a relatively developed venture capital system. Presently,
China has made a remarkable step forward in this aspect, but
it has confronted considerate difficulties while launching
the Growth Enterprise Market. Under these circumstances, it
is better to bring out relevant policies such as a venture
capital investment fund and taxations policies, etc., to support
the development of venture capitalism before launching a GEM.
For instance, the National Development & Reform Commission
expects the China Insurance Regulatory Commission to allow
insurance funds to enter the venture capital market. This
will certainly take much more efforts.
£¨3£©Two starting points for the equity division reform
Dr. Long discussed the following considerations of the Shenzhen
Stock Exchange on developing the SME Board.
¡ð1 The SME Board made its debut as an experimental reform
on equity division. At present, 10 listed companies have successfully
launched on the board. The 10 listed companies on average
provide 3.78 bonus shares per 10 shares, following which,
the share prices have not dropped like the Main Board market,
but increased by 22%. The overall reform scheme for the remaining
40 companies will kick off soon. If everything goes smoothly,
the equity division reform of the SME Board will be completed
in November 2005.
¡ð2 Due to the equity division reform, IPOs have been suspended.
When the SMEs complete the equity division reform, old and
new enterprises will be completely divided and they will be
the first to issue new stock.
¡ð3 Thoughts on how to accelerate the development of the SME
Board are as follows. First is to adopt measures to gradually
expand the scale of the SME Board. According to experiences
in foreign capital markets, the number of listed firms in
the second board market tends to exceed the number in the
Main Board Market. Second is to press forward with innovation.
After the separation of the old and new, the listed firms
on the SME Board will be able to refinance and consider the
¡°express way¡±. Third is to continue to implement stringent
supervision. Supervision serves as the lifeline for the SME
Board. As the vast majority of enterprises from the SME Board
are private enterprises, they depend more on supervision.
Fourth is that the Party central committee and State Department
are placing a great emphasis on the innovation system. Determining
how to realize the integration between capital and technology
is a critical task for Shenzhen Stock Exchange. On the top
of the priority list, the private placement issue needs to
be solved; otherwise, other outside dealings will be impossible.
III. Wrap-up speech by Prof. Cheng
Professor Siwei Cheng, Vice Chairman of National People's
Congress, mainly addressed the following two aspects in his
closing remarks.
1. The current policy environment of China¡¯s venture capital
industry has improved to some extent and there are good signs.
1.1 Aggressively develop the innovation economy
Professor Cheng highlighted that China has formulated a mid-
and long-term development plan and has clearly indicated that
it will vigorously develop independent innovation and venture
capitalism. China has become the engine for the world¡¯s economic
growth. Although China¡¯s GDP only accounts for 4% of the world¡¯s
GDP, China contributes to roughly 20% of the world economic
growth. China is lagging behind the world in knowledge and
lacks its own intellectual property. We have to overcome this
gap through our own efforts. Every country will have to go
through this process and establish their own innovation system.
There are three types of innovation: one is absorption, digestion
and innovation after the introduction of technology. For instance,
all cell phones in South Korea are CDMA. The country¡¯s CDMA
technology was introduced from U.S, but through continuous
R&D South Koreans presently own various patents on it.
Another type is integrated innovation, which applies existing
technology to new products. This type of innovation also imposes
a critical effect on economic development. The third type
is sheer independent innovation, which entails tremendous
amount of R&D and involves various types of work. One
example is that China produces a considerable quantity of
DVDs, but the patent fees accounts for a substantial amount
of the production cost; we also manufacture a significant
number of computers, but we have to use Intel¡¯s chip and Microsoft¡¯s
operating system. To develop our own chip and operating system
will not be an easy task, as it needs significant amount of
input. At this stage, we can only work on prioritized projects.
With regards to 3G standards, we have TDCDMA from Datang Telecom
and CDMA2000 and WCDMA from overseas to choose from. China
Mobil might choose WCDMA, China Telecom might choose CDMA
2000, whereas the market for TDCDMA is the smallest. If we
really adopt the standard from Datang Telecom, there is still
a long way to go. Yet the government cannot mandate the use
of that standard; it can only encourage enterprises to adopt
domestic standards.
Professor Cheng stressed that venture capital is the combination
of actual capital and knowledge capital. Actual capital is
employed to purchase knowledge capital to create value. Knowledge
capital is virtual capital, which does not have a fixed value
before it is liquidized. That is to say, it will only carry
a value after liquidity. For this reason, the influence of
actual capital should not be overlooked. We can only genuinely
help transform innovation results into value by integrating
both.
1.2 The issue of venture capital funds
Prof. Cheng said that when the National People¡¯s Congress
started to make Fund Act, they once considered including securities
investment funds, industrial investment funds, and venture
capital investment funds. However, they encountered tremendous
difficulties. When they finally endorsed the law, the Investment
Fund Act turned out to be the Securities Investment Fund Act
and the other two could not be pursued as people worried that
it might be too risky. Lately, the senior management of the
Central Bank has changed their opinions on private placement.
Prof. Cheng believes that pushing forward the legal constructions
of funds is a must. Presently, as there is no law in this
regard, many funds are being established overseas and then
entering the domestic market. Meanwhile, domestic saving has
reached over 10 trillion. If part of this capital can be transferred
into venture capital funds, it will definitely stimulate the
development of the venture capital industry.
1.3 Amendments to the Company Law
The amendments to the Company Law were reviewed for the second
time by the National People¡¯s Congress in August, and many
of the amendments are favorable to venture capitalism. For
instance, the amended law relaxes the restrictions on the
registering of companies and allows capital to arrive in several
installments, reduces the percentage of actual capital from
80% to 30% (an increased investment in intangible assets from
the original 20% to 70%), and cancels the 50% restriction
on overseas investment in the company¡¯s net assets. However,
the above amendments will not take effect until they are approved
by the third review of the National People¡¯s Congress.
Prof. Cheng also indicated that there are still some problems
with and different opinions on the development of the venture
capital industry, such as in relation to the GEM. Hence, we
should launch GEM as soon as possible. Judging from the current
circumstances, however, China¡¯s stock market is suffering
from stagnation, and the relationship between demand and supply
has to be carefully considered. No solution will work without
increasing capital. The more than one-year operation of the
SME Board has strengthened people¡¯s confidence in the launch
of a GEM.
2. There are still many difficulties in establishing a developed
China venture capital system
Prof. Cheng indicated that China is now in transition from
a planned economy to a market economy and we do not have sufficient
experiences in many aspects of the market economy. We have
been learning from overseas countries. However, argument should
not stand in the way of the development of the entire venture
capital industry. When China first introduced the stock market,
Deng Xiappeng once said ¡¯try audaciously, just look, don¡¯t
argue. If it does not work out, close it down¡¯. In all these
years, although we have encountered many difficulties, we
have managed to push China¡¯s venture capital industry along
and every single step of its development has been accompanied
by hardship and difficulties. Compared with 1998, China¡¯s
venture capital sector has made significant headway. Apparently,
it is a tough job to establish a relatively developed venture
capital system in only 10 years¡¯ time, and it looks like it
might take a bit longer.
In the end, he pointed out, we should not count on theories
to convince the government, but performance. Without good
performance, nobody will be willing to invest. Like China¡¯s
stock market, there are not many good stocks worth investing
in, which, as a result, affect the development of the overall
stock market. Therefore, practitioners should convince officials
and the departments concerned with good performance to gain
their support. As Deng Xiaoping said, practice is the only
criteria to test truth. We should strive to strengthen practice,
and actively explore to win support from the public, investors,
and various levels of government officials with better performance
to ultimately propel the development of the venture capital
industry.
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