Following the release of the draft version for public consultation in December 2021, the China Securities Regulatory Commission (“CSRC“) issued the finalized Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Overseas Listing Rules“) and a series of associated regulatory guidelines (the “Regulatory Guidelines“, together with the Overseas Listing Rules, the “Overseas Listing Regime“) on 17 February 2023 to systematically regulate all types of overseas equity securities issuances and listing activities by enterprises (“China Based Enterprises“) based in the mainland of China (“China” or “PRC“), which will take effect from 31 March 2023 (the “Effective Date“). The Overseas Listing Regime is expected to have a significant impact on all types of overseas public issuances and listing activities (“overseas listings“) and even pre-IPO financings to be carried out by China Based Enterprises.
As compared to the consultation draft released in December 2021, the finalized Overseas Listing Regime refines the scope of CSRC’s authority over overseas listings, sets out a clearer list of scenarios where overseas listings would be prohibited (the “Listing Negative Scenarios“) and provides more detailed guidelines on the filing procedures and associated application document requirements.
Set out below are a few key takeaways from the new regime, which will be discussed in closer details in this note below1:
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Betty Yap, Partner, Linklaters