On February 17, 2023, China Securities Regulatory Commission ("CSRC"), as approved by the State Council, released new rules for the filing-based administration of overseas securities offerings and listings by Chinese domestic companies ("New Filing Rules"). The New Filing Rules signal a new era of unified filing system for overseas offerings and listings by Chinese companies.

We have summarized below five key points of the New Filing Rules for your quick reference.

Six sets of rules on the filing system

The New Filing Rules are not a stand-alone document, but consist of six sets of rules, including one Trial Measure and five guidelines:

New filing rules

Key points

Trial Measures for Administration of the Overseas Securities Offerings and Listings by Domestic Enterprises ("Trial Measures")

It stipulates the systematical rules regarding the overseas securities offerings and listings by domestic companies, covering the following key points:

  • Regulatory system
  • Filing requirements
  • Regulatory collaboration
  • Legal liabilities
  • System inclusiveness

Guideline No.1 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings

The Guideline covers the following key points:

  • Negative list
  • Filing procedures
  • Target of issuance
  • Filing scope
  • Transaction of assets of domestic entities
  • Definition of Control
  • Corporate governance

New filing rules

Key points

Guideline No.2 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings: Content and Format of Filing Materials

It provides detailed guidance on the preparation and submission of filing materials:

  • It provides detailed lists of filing materials and specific documentation requirements for different types of transactions;
  • Exhibits of this Guideline provide relevant templates and guidance on the content of filing materials; and
  • For issuers adopting a variable interest entity (i.e., VIE) structure, it provides key-point guidance on the examination and verification requirements imposed on the issuers' PRC counsels.

Guideline No.3 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings: Content of the Report

It stipulates clear guidelines on the reporting requirements for overseas securities offerings and listings by domestic companies, including the reporting requirements for issuers who have completed overseas offerings and listings and the reporting requirements on follow-on securities offerings by overseas listed companies.

Guideline No.4 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings: Communication regarding the Filing

It provides clear guidelines on how issuers and securities companies or service providers that provide services to issuers may communicate with the CSRC's filing administration departments with regard to an overseas listing filing prior to and during the filing process.

Guideline No.5 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings: Filing by Overseas Securities Companies

It stipulates guidelines on the filing by overseas securities companies. The CSRC particularly emphasizes that the acceptance of filings by overseas securities companies who engage in relevant sponsoring or underwriting business for overseas offering and listing business by domestic companies does not constitute the CSRC's recognition or endorsement of the capability or competence of such overseas securities companies.


The effective date of the new filing rules

The New Filing Rules will come into effect on March 31, 2023, and the CSRC will start to accept filing applications from March 31, 2023.

Transitional period for direct overseas listings

From February 17, 2023, the CSRC will cease to accept applications for administrative approval of the overseas public offerings and listings (including follow-on offerings) ("Direct Listings") by joint-stock companies. Meanwhile, the CSRC will begin to accept applications for communication on overseas listing filings. For those applications for administrative approval of Direct Listings already accepted by the CSRC, the CSRC will continue the examination and approval process in accordance with the original rules. Starting from March 31, 2023, domestic enterprises wanting to list overseas directly that have not obtained approval from the CSRC shall file with the CSRC according to the New Filing Rules.

Transitional period for indirect overseas listings

From March 31, 2023, enterprises that have been listed overseas or fall under the following circumstances shall be deemed as "Existing Issuers" and are not required to conduct the overseas listing filing procedure immediately, but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC:

(i) The application for indirect overseas offering or listing shall have been approved by the overseas regulatory authorities or the overseas stock exchanges (for example, a contemplated offering and/or listing in Hong Kong has passed the hearing of the Hong Kong Stock Exchange ("HKEX"), or a contemplated offering and/or listing in the United States that has obtained approval for its registration statements from the US Securities and Exchange Commission ("SEC") prior to the effective date of the Trial Measures, (ii) it is not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange (for example, no need for a second hearing by the HKEX), and (iii) such overseas securities offering or listing shall be completed before September 30, 2023.

Filing requirements for companies seeking to list overseas indirectly

From March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listings but have not obtained the approval from overseas regulatory authorities or overseas stock exchanges shall complete the filing procedures with the CSRC prior to their overseas offerings and listings.

This article serves as a quick summary of the New Filing Rules. In the following days, we will continue to issue detailed interpretations of the New Filing Rules and keep you updated.

Important Announcement

This Legal Commentary has been prepared for clients and professional associates of Han Kun Law Offices. Whilst every effort has been made to ensure accuracy, no responsibility can be accepted for errors and omissions, however caused. The information contained in this publication should not be relied on as legal advice and should not be regarded as a substitute for detailed advice in individual cases.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.