Groundbreaking! Aggressive! Bold!
Several heroic adjectives have been used by the Chinese state media to describe the “mixed-ownership” restructuring of China Unicom, a step in President Xi Jinping’s reform of the country’s state enterprises.
It is billed as the fulfilment of his 2012 pledge, made when he became head of the government, to introduce private-sector capital and entrepreneurship into state firms and motivate their staff with share incentives.
The reality, however, is different. It is more a sleight of hand to make a square look round. But a square remains a square.
The key message that the government would have you believe is that Unicom has broken the rule of absolute state ownership, where the government must have majority control of the nation’s top enterprises.
On the surface, the government will see its direct stake in Unicom through Shanghai-listed China United Network Communications Group drop from 62.74 per cent to 36.67 per cent after selling shares to new investors under the mixed-ownership reform. But in fact, it will maintain its majority control at 53 per cent because almost half of the new shares will be issued to state firms. It is the left hand selling to the right.
Assuming they dare to think differently from the state, and can agree among themselves, that will at most translate into a stake of about 6.2 per cent in Hong Kong-listed Unicom, which runs the operation. It may rise to about 8.26 per cent after counting in the injection of their money into the Hong Kong unit.
How effective a market force can anyone expect from them?
Of course, these private players, including internet giants like Tencent Holdings, Baidu and Alibaba Group Holding (the owner of the South China Morning Post), are not forking out 36 billion yuan (US$5.4 billion) between them merely to window dress as public service to the country. It has to be a good deal that makes sense.
Firstly, Beijing bent the rules to give these investors a 10 per cent discount on historical prices, instead of the closing price after the announcement of the deal. In other words, the price was lower than it should be.
Secondly, some of these investors are already in ventures with the country’s second-largest telecommunications network operator.
Thirdly, they did not even have to go through any public tender process to qualify as investors.
This is an opportunity that comes knocking only once in a lifetime.
With a few months to go before the Communist Party holds its congress to select the leadership ranks for the next five years, a deadline looms for at least one showpiece that delivers on the pledge to reform state enterprises.
Without the pressing political deadline, none of the aforementioned goodies would have been handed out.
The irony is that, as with all the reforms of key state firms that we have seen so far, the stake of public investors will be cut significantly, by a third in this case.
Another “breakthrough” that has been much boasted about is the issuance of restricted share units – a kind of employee equity incentive scheme – to key Unicom staff members. About 7,550 of them will receive the equivalent of 2.78 per cent of the Shanghai-listed company at a 50 per cent discount to market price.
To be entitled to the shares, an employee must first be on a list proposed by Unicom’s board and approved by the State-owned Assets Supervision and Administration Commission (Sasac). Next, you must survive 10 days of scrutiny by everybody in the company.
If Unicom achieves its annual financial targets and the company’s party committee scores you well in your 2018 individual appraisal, you will be able to sell 40 per cent of your stake by 2020. If you stay with Unicom till 2026, you may get the rest.
These are all in theory though. That is because the switch from entitlement to saleable shares will be centrally organised by Unicom, subject to the veto by Sasac and the China Securities Regulatory Commission.
In a country where the watchdog regulates not only companies but also the index, the share incentives are nothing more than pieces of paper.
Let’s not forget what happened to the share incentives promised by the state during the last round of shareholding structural reforms more than two decades ago. Most people did not get their shares. A few sold the shares and admitted handing over the gains to the state.
Many would say time has changed and one should appreciate the significance of every baby step made in the country’s reform.
That is only if it is a meaningful step.
“This is my last column. Thank you very much for your patience during the past 11 years” – Shirley Yam [email protected]