Niêm yết chéo chứng khoán trên thị trường quốc tế và giải pháp cho việt nam tt tiếng anh

1 STATE BANK OF VIETNAM MINISTRY OF EDUCATION AND TRAINING BANKING ACADEMY OF VIETNAM - DUONG NGAN HA CROSS-LISTING OF SECURITIES ON INTERNATIONAL MARKET AND SOLUTIONS FOR VIETNAM Major: Finance - Banking Code number : 9.34.02.01 SUMMARY OF PHD THESIS HA NOI- 2019 STATE BANK OF VIETNAM MINISTRY OF EDUCATION AND TRAINING BANKING ACADEMY OF VIETNAM - DUONG NGAN HA CROSS-LISTING OF SECURITIES ON INTERNATIONAL MARKET AND SOLUTIONS FOR VIETNAM Major: Finance - Banking Code number : 9.34.02.01 SUMMARY OF PHD THESIS Supervisors : Assoc Prof Dr NGUYEN THANH PHUONG Dr NGUYEN SON - Referee 1: _ - Referee 2: _ - Referee 3: _ HA NOI- 2019 INTRODUCTION The necessity of the research Cross-listing is one of the raising capital methods that many enterprises have chosen in recent years to seek capital from outside Foreign listing has been known since the 1980s in major stock markets such as the US market and Europe market Currently, the number of foreign listed companies is increasing, showing the advantages of cross-listing In Vietnam stock market, from 2006, a number of listed companies have approved the plan of offering and listing share at international stock exchanges to raise capital However, there were very few successful businesses In addition, the increasing demand for capital mobilization coupled with the growth of the number of listed firms makes it to access difficultly capital in the domestic market Cross-listing is considered as a solution to help businesses access foreign capital With the goal of upgrading the stock market to emerging markets, the regulator has put forward many measures to improve the market size and operational rules in line with international standards Cross-listing brings many benefits to listed companies as well as the domestic stock market Therefore, promoting foreign listing activities should be considered as a solution to help the stock market soon achieve the upgrade target Up to now, there has not been a comprehensive study of cross-listing in the international market of Vietnamese enterprises Most studies only briefly mention issues such as motivations and problems of cross-listing without comprehensive research on the theoretical basis, empirical experience and current state cross-listing of Vietnamese companies Therefore, encouraging cross-listing of Vietnamese enterprises will help businesses have more choices of raising capital methods, improve their operation and achieve the goal of stock market development in current period However, the question is which factors affect the decision of cross-listing of Vietnamese enterprises? What are constraints and difficulties that businesses encounter when implementing cross-listing? How is ability to cross-list in the global market of Vietnamese companies? I choose the topic “Cross-listing securities on international markets and solutions for Vietnam” as doctoral dissertation title The thesis will deal to all these above questions Literature review 2.1 Foreign researches 2.1.1 Theory of cross-listing The Market Segmentation Theory The Investor Recognition Theory/ The Visibility Theory The Liquidity Theory The Legal Bonding Hypothesis The Proximity Preference Theory The Business Strategy Theory 2.1.2 Empirical research Motivation of cross-listing - Access to international capital markets (Reese and Weisbach (2002), Doidge et al (2004), Hail and Leuz (2009)) Improve corporate governance, transparent information disclosure (Coffee (1999, 2002), Stulz (1999), King and Seagal (2004)) Improve the visibility in the international market (Merton (1987), Baker et al (2002)) Improve stock liquidity (Amidud and Mendelson (1986), Karolyi (1998)) Factors influence cross-listing decisions - - - Characteristic of firms factors including firm size, profitability (Saudagaran (1998), Pagano (2002), Otavio et al (2005), Claessens and Schmukler (2007)), business stratergy (Bancel and Mitto (2001), King and Mittoo (2007)), sales growth (Caglio et al (2011)), ownership structure (Doidge et al (2006), Leuz and Oberholzer-Gee (2006)), industry (Miller et al (2003), Doidge et al (2004)) Factors belonging to the host stock market including market size (Claessens and Schmukler (2007)), securities law system (Stulz, 2008) and cultural gap (Sarkissian and Schill (2004), Dodd and Fort (2016)) Factors belonging to the domestic stock market including the development of the economy (Classens et al (2007), Caglio et al (2011)), the segmentation of the domestic capital market (Karolyi, 2004) 2.2 Domestic researches At the end of 2019, there were very few direct and comprehensive studies on cross-listing of Vietnamese enterprises Ta Thanh Binh 92008) approached to complete the legal framework on foreign listing of Vietnamese firms on the international market Tran Thi Thuy Linh (2007) mentioned indirectly to cross-listing in her Roadmap for connection between Vietnam Stock Exchange and Singapore Stock Exchange In the same research line, Tran Quang Phu (2012) suggested that cross-listing likes as solution which integrate Vietnam Stock market into ASEAN stock market Nguyen Thi Tam (2010), Le et al (2017) identified in their studies that determines influence the decision to select the host market by survey and analysis financial factors of firms It can be seen that the research directly related to the topic of my thesis only has the study of PhD Tran Thanh Binh in 2008 but is not in line of my research direction Therefore, the research gap for cross-listing in Vietnam need to be considered: the comprehensive theoretical framework for cross-listing as well as research on country experiences and lessons related to cross-list Since then, I go into depth analysis of crosslisting’s ability and opportunities of Vietnamese enterprises in the current period From then on, I evaluate the advantages and disadvantages of listing oversea for listed firms of Vietnam Based on research results, I propose various solutions to promote cross-listing of Vietnamese enterprises Research objective The dissertation will focus on the main objective: Promote cross-listing in the international market of Vietnamese enterprises Based on the main research objectives, the thesis focuses on the following research tasks: - - Systematize the theoretical framework of cross-listing Analyzing the ability to cross-list and to meet cross-listing conditions of Vietnamese listed companies in various international Stock Exchanges Identify groups of companies that best meet cross-listing conditions of international stock exchanges though out estimating the impact of factors on crosslisting’s ability at Singapore Stock Exchange Proposing solutions to promote cross-listing in Vietnam in the near future Research subject and scope - The dissertation focuses on cross-listing of securities on the international market - Scope of research on space: The dissertation focuses on listed companies on Ho Chi Minh Stock Exchange The Singapore Stock Exchange is the host market of Vietnamese listed firm cross-listing plans This selection is based on the suitability of market size, cultural similarity, ability to meet listing conditions as well as the demand and choices of business managers - Scope of time research: 2018 is selected to compare characteristic of listed firms with ability of meeting listing conditions at SGX Additionally, I estimate the impact of financial factors on the ability that Vietnamese listed firms meet listing conditions of SGX during the period from 2014 to 2018 Research questions The dissertation focuses on three questions: - How is the cross-listing ability of listed companies in Vietnam? What is the cross-listing demand and how does the cross-listing meet the SGX listing conditions of Vietnamese listed companies? What factors affect cross-listing’s ability to meet listing conditions of listed firms in Vietnam? Research methods The dissertation will use practical and theoretical research methods including analysis and theoretical synthesis, survey investigation methods, comparative and quantitative methods through Logistic and Cox Hazards models The Structure of the dissertation The dissertation is structured into four chapters: Chapter 1: Theoretical basis of cross-listing securities on the international market Chapter 2: Experience of cross-listing securities on international market and lessons for Vietnam Chapter 3: The cross-listing ability on the international market of Vietnamese enterprise Chapter 4: Solution to promote cross-listing activities on the international markets for Vietnamese enterprises New contributions of the dissertation The new academic, theoretical contributions: The dissertation has systematized the theoretical basic for cross-listing activities including: concept, characteristic of crosslisting, implementation method, conditions, positive impacts and negative impacts, the factor impact on cross-listing decision Based on theoretical basic, I give various factors that influence on cross-listing ability of listed firms The new practical contributions: Firstly, the dissertation has found four experience lessons when implementing cross-listing for Vietnamese listed firms Secondly, the thesis has comprehensively analyzed the level of meeting the conditions of cross-listing of Vietnamese enterprises at the present time (2018) in various major host stock exchanges Through surveys of business managers, shareholders and securities companies, the thesis has determined the cross-listing acceptance of enterprises Thirdly, the dissertation has assessed the influence of factors of firm characteristics on the ability to meet the initial listing requirements at SGX Fourthly, based on research results and market development orientation, the thesis proposes solutions for two business entities and management agencies The proposal includes specific solution for entities and the Roadmap for implementing cross-listing in the near future CHAPTER 1: THEORETICAL BASIS OF CROSS-LISTING SECURITIES ON THE INTERNATIONAL MARKET 1.1 Concept of cross-listing securities on international markets 1.1.1 Concept of listing The concept of listing securities is explained in Clause 17, Article of the Vietnamese Securities Law: “Listing of securities means putting securities eligible for trading at the Stock Exchange” or “Listing is the listing of eligible securities to be traded at Stock Exchange” (NT Phuong, 2018) 1.1.2 Cross-listing securities on the international market 1.1.2.1 Foreign listing Listing of securities on the international market is when a company lists its stock on foreign stock exchange other than the domestic stock exchange (Arauner, 1996) 1.1.2.2 Cross-listing Cross-listing is understood as a listing activity of a company (having made its first listing at domestic stock exchange) at one or many foreign stock exchanges Cross-listing is also called secondary listing or dual-listing 1.2 Cross-listed securities 1.2.1 Common Stocks Cross-listing can be done through the initial public offering in the domestic market and then listing on foreign markets (after or at the same time with the domestic listing) or dual – IPO in the domestic and foreign market and listed immediately 1.2.2 Depository receipts Depository receipts (DRs) are a type of securities issued by a depository bank, which represents the common share ownership of an offshore issuer DRs are issued as ADRs, GDRs and regional DRs (depending on the country) DRs allow international investors to trade foreign securities but are not subject to time constraints and regulation such as direct investment in stocks 1.3 Method of cross-listing 1.3.1 Public offering shares in the foreign market The foreign company will choose the host market, complete the procedure for public offering of stocks in that market After completing the offering, the stock will be listed and traded at the host stock exchange 1.3.2 Issuing depository receipts The reasons for the issuance decision are either: the demand for foreign ownership of DRs or the need to issue DRs for raising capital of domestic companies The process of issuing DRs will involve domestic and international depository institutions (usually investment banks) as the main manager in the issue 1.4 Foundations for cross-listing 1.4.1 Conditions of cross-listing 1.4.1.1 Conditions of cross-listing registration 1.4.1.2 Conditions for maintaining cross-listing 1.4.2 The similarity of the legal framework between the domestic market and the foreign market 1.4.2.1 Regulations on stock offering and listing 1.4.2.2 Provision on securities trading 1.4.2.3 Other provisions 1.5 Benefits and limitations of cross-listing of securities on international market 1.5.1 Benefits of cross-listing 1.5.1.1 Reducing capital cost 1.5.1.2 Accessing to foreign capital 1.5.1.3 Improving corporate governance 1.5.1.4 Improving presence in the host market 1.5.1.5 Improving stock liquidity 1.5.1.6 Impact on the domestic stock market 1.5.2 Limitations of cross-listing 1.5.2.1 Cross-listing costs 1.5.2.2 Cultural barriers 1.5.2.3 Delisting 1.6 Factors impact on the cross-listing decision 1.6.1 Firms characteristics 1.6.1.1 Size of firms 1.6.1.2 Profitability 1.6.1.3 Business strategy 1.6.1.4 Ownership structure 1.6.1.5 Industry 1.6.2 The host stock market 1.6.2.1 Market size 1.6.2.2 Characteristics of the host market 1.6.2.3 Home bias 1.6.3 The domestic stock market 1.6.3.1 The degree of segmentation of the domestic stock market 1.6.3.2 Development orientation of foreign listed activities 1.6.3.3 Cultural proximity with the foreign market 1.6.3.4 Motivation of politics CHAPTER 2: EXPERIENCE OF CROSS-LISTING SECURITIES ON INTERNATIONAL MARKET AND LESSONS FOR VIETNAM 2.1 Experience of cross-listing 2.1.1 Actual situation of foreign listing activities 2.1.1.1 Size of foreign listed market 2.1.1.2 Market transaction scale cross-listed securities 2.1.2 International experience in cross-listing securities 2.1.2.1 China 2.1.2.2 Japan 2.1.2.3 Korea 2.2 Empirical lessons on implementing cross-listing for Vietnam 2.2.1 Motivation of cross-listing The decision of cross-listing depends on the type of firms and the business strategy Companies of various types will have different goals in reaching the global market Crosslisted companies often have large scale in the domestic market The business strategy will dominate the decision of cross-listing The company can aim at merger and acquisitions, improve its visibility in the international market, access foreign goods market 2.2.2 Choosing the host stock exchange The choice of host market is not the same for every company and every country Regarding companies, they choose the host market in which they meet listing conditions and will gain their initial motivation The government may intervene at an early stage to control risks through the regulation of target market lists CHAPTER 3: THE CROSS-LISTING ABILITY ON THE INTERNATIONAL MARKET OF VIETNAMESE ENTERPRISE 3.1 Introduction to Vietnam’s listed stock market 3.1.1 Size of listed securities market 3.1.2 Liquidity of listed securities market 3.1.3 Listed securities 3.2 The cross-listing ability of Vietnamese enterprises on the international market 3.2.1 Domestic stock market Although the scale of market capitalization has improved significantly in recent years, the Vietnam Stock Exchange is considered as a small-scale market, low protection of investor level 3.2.2 Co-listing with the World Stock Exchanges In recent years, market managers have becomes members of global organizations to promote integration activities between domestic and international stock markets 10 PetroVietnam Gas Joint Stock Corporation Phat Dat Real Estate Development JSC Hoang Anh Gia Lai JSC 2012 Listing shares on Singapore Stock Exchange Unlisted SGX 2012 HSX LSE/SGX HSX LSE 10 FLC Group JSC HSX SGX 11 NoVa Land Investment Group Corporation 2014/ 2017 2018 Offering DRs or similar securities (individual offering or follow-on offering Individual offering shares to foreign investors, using these shares to issue GDRs and then listing at the foreign stock exchange Listing shares on Singapore Stock Exchange Issueing common shares or company bonds or company convertible bonds which accepted to list on foreign stock exchange HSX SGX 2012 Source: Author’s own work Table 3-6 Vietnamese firms failed in listing overseas Year 2010 2008 Company Cavico Vietnam Construction&Investment JSC Vietnam Dairy Products JSC Stocks CavicoVN Home Stock Exchange Unlisted Host Stock Exchange NASDAQ VNM HSX SGX Reason for Failure Violation of information requirements and price requirements 2018 Hoang Anh Gia Lai JSC HAG HSX SGX 2014 FLC Group JSC FLC HSX SGX Irrelevant of shareholder regulations between Vietnam depository Securities and Singapore Stock Exchange The number of outstanding GDRs was very small, so all of them have been redeemed, delisting after 10 years (11/2018) Irrelevant of Regulations 2016 Vietjet Aviation JSC VJC HSX HKSE Irrelevant of Regulations Source: Author’s own work 3.2.5 Willingness to approve a cross-listing plan 3.2.5.1 Motivation and difficulties of cross-listing activities The motivation to access capital from the international market and business strategy towards foreign markets has been the greatest influence on the cross-listing decision of enterprises In addition, cross-listing is considered as a tool to promote the brand of businesses in the domestic market The biggest difficulty belongs to the higher listing requirements and the difference in the financial statements standards of Vietnam and the world Inadequate legal framework for foreign listing activities is also considered for businesses when they want to access international capital markets 11 3.2.5.2 Willingness to approve a cross-listing plan Table 3-1 Willingness to approve a cross-listing plan Impact of cross-listing Enterprises Securities companies Shareholders Intended cross-listing Enterprises Shareholders Securities companies Raising capital Improve visibility Improve corporate governance Raising capital Improve visibility Improve corporate governance Protect minority shareholders Increase access to information for shareholders 75% 100% 100% 100% 100% 100% 75% 100% Never intended Goals in the future Agree the cross-listing plan Financial advice for companies when businesses arise demand 100% 50% 85.5% 100% 66.67% Source: Results of survey 3.2.5.3 Host market selection The host market is a larger capital size than domestic market and similar regional culture, suitable business objectives with enterprises Table 3-2 The host markets are selected by Vietnamese companies The host Stock Exchange SGX HKSE LSE NYSE Companies Shareholders Securities companies 75% 50% 0% 25% 78.3% 58.9% 21.4% 26.8% 100% 66.67% 0% 0% Source: Results of survey 3.2.6 Degree of meeting the listing conditions at some international stock exchanges of Vietnamese enterprises 3.2.6.1 Initial listing conditions The level of satisfaction with financial standards is approximate Comparing the difference between VAS and IFRS shows that the method of recording revenue will make less mistake than profit 12 Table 3-9 Number of listed HSX companies meeting financial requirements STOCK EXCHANGE THE NUMBER OF COMPANIES Profit 32 Revenue and cash flow Revenue 17 LSE Market capitalization 302 LxSE Market capitalization 303 HKE Profit 154 Market capitalization/Revenue/Cash flow 34 Market capitalization/Revenue 23 Profit 52 Market capitalization/Profit 67 Market capitalization/Revenue 42 NYSE SGX * FINANCIAL REQUIREMENTS Financial ratios are taken from audited financial statements of listed companies Source: Author’s own work 3.2.6.2 Additional listing conditions - Activity history The companies currently listed companies on HSX have operated for at least years in the form of a joint stock company, while the history of operating 100 percent of enterprises at least years - Distribution of shares Table 3-12 Stock distribution are applied at some Stock Exchanges Stock Exchange The number of Public float/number of shareholders companies meeting the requirement NYSE LSE *At least 5000 shareholders, each holding at least 100 shares 75% *At least 2.5 million shares are held by the public 100% At least 25% of total issued shares to be listed must be distributed to the public in one or more European Economic Area (EEA) member states 78.8% 13 LxSE At least 25% of total issued shares to be listed must be held by the investors 100% SGX *At least 500 shareholders worldwide at the time of listing, if SGX and 100% the primary home exchange not have an established framework and arrangement to facilitate the movement of shares between the jurisdictions, at least 500 shareholders in Singapore or 1000 shareholders worldwide *with IPO, the distribution requirements vary depending on the total size of the offer (from 20% to 40%) and maximum share offering to each shareholder (from 0.4% to 0.8%) *At least 300 shareholders at the time of listing HKSE 100% *At least 25% of total issued shares to be held by the public 83%-94% *Ownership of the largest shareholders does not exceed 50% * Based on listed companies that have sufficient financial conditions as prescribed at the Stock Exchanges Source: Baker McKenzie - Proportion of shares offered to the public Many Stock Exchanges provide the minimum percentage of shares offered to foreign companies The proportion of shares offered for cross-listing depend on the remaining foreign ownership percentage in the domestic market Table 3-18 The number of companies HSX that meet financial requirements and foreign ownership Stock Fiancial requirements Exchange The remaining Room NN foreign lại lớn 5% ownership is less than 5% NYSE Profit 10 22 Revenue and cash flow 13 Revenue LSE Market capitalization 64* 238* LxSE Market capitalization 25 278 14 HKE SGX Profit 20 134 Market capitalization/Revenue/Cash flow 10 24 Market capitalization/Revenue 16 Profit 12 40 Market capitalization/Profit 16 51 Market capitalization/Revenue 13 29 * The LSE has a minimum distribution ratio in 25% of the EEA countries, with the number of companies having less than 24% of foreign ownership Source: Author’s own work After examining the extent to which the listing conditions are met, I find 20 listed companies that best meet the initial listing conditions at the SGX and make a comparison with the remain stock exchanges 3.2.6.3 Corporate governance rules Using a list of 20 listed companies that best meet the initial listing conditions at SGX, I compare the conditions for maintaining cross-listing (corporate governance rules, international financial statements standards) The level of meeting the corporate governance rule is relatively good, but only 04 listed companies have published their financial statements according to IFRS for 03 consecutive years 3.3 Factors impact on the ability of meeting listing conditions in SGX of Vietnamese enterprises 3.3.1 Data 3.3.2 Methodology Dependent variable is dummy variable which equal if firm meets initial listing conditions of Singapore Stock Exchange and otherwise Because of the dependent variable is a binary variable, the logistic binary regression method and the Cox Hazards model will be used to determine the characteristic of firms that meet the conditions of cross-listing at a particular point in time 3.3.3 Research model 15 - Logistic model: 𝒍𝒏 { 𝑷𝒊 } = 𝜷𝟎 + 𝜷𝟏 𝑳𝒏𝑻𝑨𝒊,𝒕−𝟏 + 𝜷𝟐 𝒍𝒆𝒗𝒆𝒓𝒂𝒈𝒆𝒊,𝒕−𝟏 + 𝜷𝟑 𝒔𝒂𝒍𝒆𝒈𝒓𝒐𝒘𝒕𝒉𝒊,𝒕−𝟏 𝟏 − 𝑷𝒊 + 𝜷𝟒 𝒇𝒐𝒓𝒆𝒊𝒈𝒏𝒕𝒐𝒕𝒂𝒍𝒔𝒂𝒍𝒆𝒔𝒊,𝒕−𝟏 + 𝜷𝟓 𝒓𝒐𝒂𝒊,𝒕−𝟏 + 𝜷𝟔 𝒔𝒕𝒂𝒕𝒆𝒐𝒘𝒏𝒊,𝒕−𝟏 + 𝜷𝟕 𝒇𝒐𝒓𝒆𝒊𝒈𝒏𝒐𝒘𝒏𝒊,𝒕−𝟏 + 𝜷𝟖 𝒃𝒍𝒐𝒄𝒌𝒉𝒐𝒍𝒅𝒆𝒓𝒊,𝒕−𝟏 + 𝜷𝟗 𝒃𝒍𝒐𝒄𝒌𝒉𝒐𝒍𝒅𝒆𝒓𝟐𝒏𝒅𝒊,𝒕−𝟏 - Cox Hazards model: 𝒍𝒏 { + 𝒊𝒏𝒅𝒖𝒔𝒕𝒓𝒚(𝒅𝒖𝒎𝒎𝒚) + 𝑼𝒊𝒕 𝒉(𝒕) } = 𝜷𝟎 + 𝜷𝟏 𝑳𝒏𝑻𝑨𝒊,𝒕−𝟏 + 𝜷𝟐 𝒍𝒆𝒗𝒆𝒓𝒂𝒈𝒆𝒊,𝒕−𝟏 + 𝜷𝟑 𝒔𝒂𝒍𝒆𝒈𝒓𝒐𝒘𝒕𝒉𝒊,𝒕−𝟏 𝒉𝟎 (𝒕) + 𝜷𝟒 𝒇𝒐𝒓𝒆𝒊𝒈𝒏𝒕𝒐𝒕𝒂𝒍𝒔𝒂𝒍𝒆𝒔𝒊,𝒕−𝟏 + 𝜷𝟓 𝒓𝒐𝒂𝒊,𝒕−𝟏 + 𝜷𝟔 𝒔𝒕𝒂𝒕𝒆𝒐𝒘𝒏𝒊,𝒕−𝟏 + 𝜷𝟕 𝒇𝒐𝒓𝒆𝒊𝒈𝒏𝒐𝒘𝒏𝒊,𝒕−𝟏 + 𝜷𝟖 𝒃𝒍𝒐𝒄𝒌𝒉𝒐𝒍𝒅𝒆𝒓𝒊,𝒕−𝟏 + 𝜷𝟗 𝒃𝒍𝒐𝒄𝒌𝒉𝒐𝒍𝒅𝒆𝒓𝟐𝒏𝒅𝒊,𝒕−𝟏 Inside: + 𝒊𝒏𝒅𝒖𝒔𝒕𝒓𝒚(𝒅𝒖𝒎𝒎𝒚) + 𝑼𝒊𝒕 i: i - company (i=1-305) t: year (t=2014-2018) Dependent variables: -sgxlist: get value when company i meets cross-listing conditions at year t, get value otherwise -Pi: Probability for enterprise i cross-listing at SGX (sgxlist get value 1) - h(t): immediate cross-listing ability of the firm i year t Independent variables: - LnTA: Logarithm total assets of the company Leverage: Financial leverage ratio of the firm, calculated by total debt/ total assets Salegrowth: revenue growth of an enterprise, calculated by the revenue of the following year/revenue of the previous year Foreigntotalsales: export turnover/total revenue of enterprise ROA: the rate of return on total assets of the enterprise Stateown: The percentage of ownership of state of the company Foreignown: The percentage of foreign ownership of the company Blockholder5: The percentage of shareholder ownership greater than 5% (excluding State ownership) 16 - Blockholder2nd: dummy variable, ownership of a major shareholder of more than 10% of the company Industry: dummy variables for industries (according to HSX’s sub-standard applicable to listed companies) 3.3.4 Results and analysis 3.3.4.1 Descriptive statistics 3.3.4.2 Results 3.3.5 Conclusion Total assets and ROA play a vital role and show positively significant results with the ability to meet SGX listing conditions However, leverage has a negative impact on the company’s ability to meet cross-listing requirements of SGX For the ownership variables, the foreign ownership is found to have a positive effect on the probability of cross-listing, or the company owner by more foreign shareholders will more likely foreign listing Ownership of lager shareholders and state ownership negatively affect cross-listing ability of Vietnamese listed firms because of the effects of restricting the personal interests of shareholders in international stock markets The industry variable that is statistically significant for the sgxlist1 variable has different target market implications for the ability to meet cross-listing conditions differently Table 3-20 Results of models 17 SGXLIST Variables previous Hypothesis results Logistic model Cox Hazards models SGXLIST1 Logistic model Cox Hazards models H1: The ability of meeting cross-listing Size firm Positive conditions increases with size of Vietnamese Positive Positive Positive Positive Negative Negative Negative Negative Not significant Not significant Not significant Not significant Not significant Negative Negative Positive Positive listed firms H2: The ability of meeting cross-listing Leverage Negative conditions decreases with leverage ratio of Vietnamese listed firms Sales growth Positive H3: The ability of meeting cross-listing conditions is higher for firms in development phase Positive H4: The ability of meeting cross-listing conditions increases when Vietnamese listed firms have export sales Positive H5: The ability of meeting cross-listing conditions increases with profitability of Vietnamese listed firms Negative H6: The ability of meeting cross-listing conditions of firms decreases with State ownership Foreign total sales ROA State own Foreignown Blockhol der Industry Negative Not significant Not significant Negative Positive Positive Not Not significant significant Positive H7: Foreign ownership positively effect on the ability of meeting cross-listing conditions of Vietnamese listed firms Positive Positive Positive H8: The proportion of block holder with at least 10 percent of the voting rights effect on the ability of meeting cross-listing conditions of firms Negative Negative Negative Not significant H9: The ability of meeting cross-listing conditions of firms decreases with proportion of block holder with at least percent of the voting rights significa nt H10: The ability of meeting cross-listing conditions of firm in each industry is different Not Not significant significant significant significant Source: Author’s own work 3.3.6 Limitations of the model 18 The research model is limited in scope of space and time Model date can expand all listed companies on the Vietnamese Stock market and extend the period from the business first cross-listing plans 3.4 General comments on the cross-listing ability of Vietnamese enterprises 3.4.1 Advantages 3.4.1.1 Growth of the domestic stock market 3.4.1.2 Legal framework for securities listing activities 3.4.1.3 Cooperation agreement between domestic and international Stock exchanges 3.4.1.4 Experience of listing securities on foreign markets of Vietnamese enterprises 3.4.1.5 The level of meeting cross-listing conditions well in some foreign Stock exchanges 3.4.1.6 Approval level of cross listing 3.4.2 Disadvantages 3.4.2.1 Enterprises are not ready to cross-list securities 3.4.2.2 International cooperation activities on foreign listings are limited 3.4.2.3 The legal framework for cross-listing is not fulfill 3.4.2.4 The level of meeting cross-listing maintenance conditions is not high 3.4.2.5 The ownership structure is unreasonable in many listed companies 3.4.3 Reasons 3.4.3.1 Cause from the enterprises Firstly, the awareness of businesses about the benefits of cross-listing activities is limited Second, the reluctance to access international capital markets stem from linguistic and cultural barriers Third, the company has not actively prepared a financial statement according to international standards Fourth, the personal benefits of the major shareholder groups dominate the foreign listing decision Fifth, business still maintains the maximum proportion of foreign ownership 3.4.3.2 Cause from the other subjects Firstly, the stock market scale is small compared to region 19 Second, cross-listing activities have not received adequate attention from market regulators Third, there is a difference between VAS and IFRS Fourth, the State ownership rate in enterprises is still high Fifth, decrees for violations of disclosure of information in transactions are not deterrent CHAPTER 4: SOLUTION TO PROMOTE CROSS-LISTING ACTIVITIES ON THE INTERNATIONAL MARKETS FOR VIETNAMESE ENTERPRISES 4.1 Orientation of development of cross-listed securities activities on the international market 4.1.1 Orientation of development of cross-listing activities of securities on international market by market regulators 4.1.2 Development orientation of cross-listing securities on international market from enterprises 4.2 Solutions to promote cross-listing activities of Vietnamese enterprises 4.2.1.1 Understand the benefits of cross-listing 4.2.1.2 Improve the financial situation of the business 4.2.1.3 Information disclosure in international languages 4.2.1.4 Improve corporate governance activities in accordance with international practices 4.2.15 Actively prepare financial statements according to international standards 4.2.1.6 Identify key business sectors and plan to increase foreign ownership according to appropriate roadmap 4.2.2 Solutions for regulatory agencies and other entities 4.2.2.1 Government Firstly, ensure the implementation of the roadmap of solutions that the Stock market restructuring Scheme has been approved by the Government and the Project of applying international accounting standards into Vietnam Secondly, pay attention to international listing and offering 20 Thirdly, agree on documents related to foreign ownership Fourthly, encourage listing activities of foreign enterprises in Vietnam 4.2.2.2 Ministry of Finance Firstly, quickly implement the Prime Minister’s opinion to the Project of applying international financial statements standards, drastically deploying the objectives of the Project Secondly, signing the agreement of approving the new financial statements of Vietnam Thirdly, there needs to be a specific roadmap for privatization and divestment activities for faster and more effective implementation Fourthly, it is possible to study and formulate a scheme related to the issuance and listing of securities on international markets 4.2.2.3 State Securities Committee Firstly, to develop a complete legal framework related to the offering and listing of securities on international markets Secondly, consider regulations on the percentage of public ownership to limit voting rights in specific shareholder groups Thirdly, coordinate with Ministry of Finance to apply the international financial statements standards in Vietnam Fourthly, strengthening cooperation activities at management level with markets with major stock exchanges in the world, proposing target market groups in the first phase to encourage cross-listing activities of enterprises 4.2.2.4 Stock Exchanges Firstly, strengthening cooperation agreements and information exchange with foreign stock exchanges Secondly, agree on branch standardization in the direction of conformity with international practices Thirdly, improve listing conditions through the application of the rules of the Corporate Governance Code according the best practices 4.2.3 Other subjects Vietnam Securities depository Securities depository organizations 21 Securities companies Auditing organization 4.3 Roadmap for cross-listing of securities on international markets for Vietnamese enterprises 4.3.1 Roadmap Phase 1: From 2019 to 2022 Phase 2: from 2022 to 2025 Phase 3: from 2025 to 2030 4.3.2 Proposed cross-listing on the Singapore Stock Exchange 4.3.2.1 Based to select target market Firstly, SGX is chosen by many Vietnamese firms; Secondly, SGX has the highest selection rate in the survey results of host markets; Thirdly, SGX is the largest foreign listed stock exchange in Asia-Pacific region and has a cultural similarity with Vietnam; Fourth, SGX accepts the reference financial statements according to IFRS; Fifth, SGX has a good level of meeting cross-listing conditions 4.3.2.2 Identify businesses that meet the conditions for cross-listing After screening according to the following conditions: Financial conditions (one of the three conditions of SGX), the remaining ownership percentage of foreign investors at the end of 2018 is greater than 5%, the state ownership at the end of 2018 is less than 75%, the number of shareholder over 1000 (due to no cooperation agreement between Vietnam and Singapore Stock Exchange), there are 47 enterprises meeting the crosslisting conditions 4.3.2.3 Method of offering and listing Offering global depository receipts Offering Stocks 4.3.2.4 Maintain cross-listing and delisting Enterprises need to meet the conditions of corporate governance, information disclosure, financial statements prepared according to international standards,… Compared with businesses that meet the listing conditions at SGX, only 04 companies have announced their financial statements according to IFRS in the last three years 22 Table 4-2 Vietnamese firms have published their financial statement according to IFRS and meet the conditions for listing at SGX No Ticker Company Audit, Nominating, Remuneration Committee Independe nt directors ratio Foreign directors TCB Vietnam Technological and Commercial Joint Stock Bank Meeting 14.29% VIC Vingroup JSC Not meeting 33.33% VNM Vietnam Dairy Product JSC Not meeting 30.00% VPB Vietnam Prosperity Joint Stock Commercial Bank Nominating Committee 20.00% Source: Author’s own work 23 CONCLUSION The research results of the dissertation systematize the sufficient theoretical framework for cross-listing activities Based on the empirical research analysis in many different markets across the globe and some basic theories, the thesis has generalized the positive and negative impacts of cross-listing on listed companies The dissertation also factors affecting the foreign listing decision of the business I use various research method such as comparison, survey, quantitative research to thoroughly solve the three research questions posed Firstly, Vietnamese businesses are now more likely to implement cross-listing in international stock markets Opportunities come from the international integration of domestic stock market through cooperation agreements Secondly, considering the scale of listed companies on the HSX, the level of meeting cross-listing conditions at some major stock exchanges is relatively good, especially for Hong Kong Stock Exchange and Singapore Stock Exchange Thirdly, quantitative research results show that the size of firms, profitability and foreign ownership ratio have a positive impact Meanwhile, the ratio of financial leverage, the ownership of block holder, the State ownership has a negative impact on cross-listing’s ability at SGX The limitation of the thesis is that the research scope only focused on listed companies on HSX in the period from 2014 to 2018 24 LIST OF PUBLISHED SCIENTIFIC WORKS RELATED TO THE THESIS No Tên cơng trình Năm Tên tạp chí cơng bố Đánh giá tác động nhân tố tới khả niêm yết chéo SGDCK Singapore DN VN 2019 Tạp chí Khoa học Đào tạo Ngân hàng, ISSN: 1859011X, số 207, trang 60-70 Kiểm định mối quan hệ nhân lạm phát biến động TTCK VN 2019 Tạp chí Chứng khốn VN, ISSN: 0866-739X, số 205, trang 38-42 Kinh nghiệm niêm yết chéo chứng khoán thị trường quốc tế 2019 Tạp chí Tài chính, ISSN: 2615-8973 số trang 146-148 TTCK VN – 10 năm sau khủng hoảng 2019 Tạp chí Ngân hàng, ISSN: 0866-7462, số 4, trang 25-33 NYC cổ phiếu thị trường quốc tế DN VN 2018 Tạp chí Ngân hàng, ISSN: 0866-7462, số 19, trang 26-30 Dự báo biến động số VN-index thông qua khối lượng giao dịch ròng giá trị giao dịch ròng nhà đầu tư nước ngồi 2018 Tạp chí Khoa học Đào tạo Ngân hàng, ISSN: 1859011X, số 195, trang18-25 Phương pháp tính thuế thu nhập từ hoạt động đầu tư chứng khoán số quốc gia gợi ý cho VN 2018 Kỷ yếu Hội thảo khoa học cấp Học Viện, GPXB: 978-604950-371-9, trang 206-216 Chào bán lần đầu cổ phiếu nước ngoài-xu hướng TTCK giới gợi ý cho VN 2018 Tạp chí Chứng khốn VN, ISSN: 0866-739X, số 233, trang 11-14 Thị trường vốn VN – 16 năm phát triển 2017 Tạp chí Khoa học đào tạo Ngân hàng Số 176+177 Trang 80-86 10 Cross-border IPO – Giải pháp huy động vốn cho DN niêm yết TTCK VN bối cảnh hội nhập 2017 Kỷ yếu Hội thảo khoa học “Giải pháp tài phát triển DN VN bối cảnh hội nhập”, ISBN: 978-604-950237-8, trang 101-108 ... ISSN: 0866-739X, số 205, trang 38-42 Kinh nghiệm niêm yết chéo chứng khoán thị trường quốc tế 2019 Tạp chí Tài chính, ISSN: 2615-8973 số trang 146-148 TTCK VN – 10 năm sau khủng hoảng 2019 Tạp chí... Số 176+177 Trang 80-86 10 Cross-border IPO – Giải pháp huy động vốn cho DN niêm yết TTCK VN bối cảnh hội nhập 2017 Kỷ yếu Hội thảo khoa học Giải pháp tài phát triển DN VN bối cảnh hội nhập”,... khả niêm yết chéo SGDCK Singapore DN VN 2019 Tạp chí Khoa học Đào tạo Ngân hàng, ISSN: 1859011X, số 207, trang 60-70 Kiểm định mối quan hệ nhân lạm phát biến động TTCK VN 2019 Tạp chí Chứng khoán