* Foreign companies can no longer keep prospectus private
* J.P. Morgan underwriting $300 million ADS listing
* U.S.-listed China stocks hit by accounting scandals
Jan 19 (Reuters) - China Auto Rental Inc became on Wednesday the first Chinese company to file for a U.S. listing since regulators changed the rules so foreign issuers can no longer keep private the first draft of their registration statements.
The Beijing-based car rental company said it intends to raise up to $300 million in an initial public offering of its American depositary shares (ADS).
The Securities and Exchange Commission said on Dec. 8 that it was ending the perk enjoyed by foreign companies of keeping private the first draft of their IPO prospectus submitted to the regulator.
While the rule was aimed at helping companies doing dual listings, it was perceived that some firms used it as a way of testing the waters to see if they could omit certain negative details such as accounting problems.
“It has often been debated among deal teams whether it is necessary to pre-clear issues with the SEC or whether you just file confidentially and wait to see if there are comments,” said Alan Seem, a capital markets lawyer for Shearman and Sterling in Beijing.
Now that all their filings are public, lawyers say companies will be reluctant to run the risk of being forced by the regulator of having to re-state their numbers or make significant new disclosures.
U.S.-listed China stocks were hit hard last year after a rash of accounting scandals caused investors to flee the sector.
The new rules are also likely to make investment banks underwriting the deals be more cautious, unwilling to have their brand associated with a sloppy or questionable deal prospectus.
“It could be an issue for some investment banks who may have a more rigorous internal approval process for a public filing that has their name on it,” said Shearman and Sterling’s Seem.
J.P. Morgan Securities is underwriting China Auto’s IPO the company said. It plans to use the proceeds to repay debts and buy vehicles.
It expects to list its ADSs on the New York Stock Exchange under the symbol “CARH.”, similar to rival Avis Budget Group which uses “CAR.”
The filing did not reveal how many shares China Auto planned to sell or their expected price. The amount of money a company says it plans to raise in its first IPO filings is used to calculate registration fees. The final size of the IPO could be different.