中概股
How to Use Exchangeable Bonds as a Financing Tool in a Red Chip Structure
The first quarter of 2025 has seen a marked increase in enquiries from Chinese companies exploring exchangeable bonds (EBs) as a financing tool within red-ch…
中概股海外上市（美股 + 港股双重）与 VIE 架构变迁
中概股
How to Prepare Transfer Pricing Documentation for a Red Chip Structure
The market for Chinese companies pursuing offshore listings via red chip structures is undergoing a fundamental recalibration in 2025-2026, driven not by lis…
中概股
Determining the 'Tax Residency' of a Red Chip Company to Avoid Double Taxation
The 2024-2025 cycle of PRC tax enforcement has placed the tax residency status of offshore red-chip holding companies under unprecedented scrutiny. Since the…
中概股
How to Introduce Cornerstone Investors with State-Owned Backgrounds into a Red Chip IPO
The resumption of large-scale red chip IPOs on the Hong Kong Stock Exchange (HKEX) in late 2024 and early 2025 has been defined not by valuation premiums, bu…
中概股
How to Remedy Title Defects in Domestic Assets Held by a Red Chip Company Before IPO
The window for a red-chip company to list on the Hong Kong Stock Exchange (HKEX) in 2025-2026 is narrowing, not due to market volatility alone, but because o…
中概股
The Disclosure Requirements for Trust Beneficiaries in a Red Chip IPO
The disclosure of trust beneficiaries in a red-chip IPO has moved from a niche structuring consideration to a central regulatory battleground in 2025, driven…
中概股
Compliance Paths for Domestic Resident Individuals' Offshore Investments in Red Chips
The second half of 2025 has crystallised a risk that China’s cross-border compliance architecture has been building toward for three years. On 1 July 2025, t…
中概股
Cross-Border Share Swaps in Red Chip IPO Restructurings: Feasibility and Limits
The announcement by the State Administration of Foreign Exchange (SAFE) on 4 December 2024, updating the operational guidelines for cross-border share swaps…
中概股
How the CSRC Regulates the Use of IPO Proceeds by Offshore Listed Companies
The second half of 2025 has brought an inflection point in the extraterritorial enforcement of the China Securities Regulatory Commission (CSRC), with the re…
中概股
How to Comply with Economic Substance Laws for BVI and Cayman Red Chip Vehicles
The offshore holding structure — a BVI or Cayman Islands parent sitting atop a Hong Kong intermediate and a PRC operating subsidiary — has been the default a…
中概股
The Stability Requirements for 'VIE-Structured' Companies in CSRC Filings
The China Securities Regulatory Commission’s (CSRC) January 2025 update to its overseas listing filing guidelines — specifically the *Administrative Provisio…
中概股
A Practical Guide to ODI Filing in a Red Chip Restructuring
The 2025-2026 cycle has seen a material tightening of the State Administration of Foreign Exchange (SAFE) and National Development and Reform Commission (NDR…
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Legal Consequences Under the Filing System: Penalties for Non-Filing or False Filing
The People’s Bank of China (PBOC) and the China Securities Regulatory Commission (CSRC) have, since the formal implementation of the *Measures for the Filing…
中概股
The Timeline for CSRC Offshore Listing Filings: Review Cycles and Expedited Procedures
A senior executive at a BVI-incorporated, Cayman-exempted company operating a VIE-structured PRC business recently discovered that a planned Hong Kong Main B…
中概股
How the CSRC Coordinates with Industry Regulators for Offshore Listing Opinions
The CSRC’s 2023 filing-based regime for overseas listings, codified in the *Trial Administrative Measures of Overseas Securities Offering and Listing by Dome…
中概股
The CSRC's Special Focus Areas for 'Contractual Arrangement' Companies in Filings
The push for a dual-listing in Hong Kong and New York by Chinese companies using variable interest entity (VIE) structures has entered a new phase of regulat…
中概股
The Publicity System for CSRC Filings: Market Impact and How Companies Should Respond
The CSRC’s public filing system, operational since 23 March 2023 under the *Administrative Measures for the Filing of Overseas Securities Offerings and Listi…
中概股
The Extraterritorial Jurisdiction of China's Offshore Listing Filing Rules
The People's Republic of China’s State Council has, since the effective date of the *Regulations on the Filing of Overseas Securities Offerings and Listings…
中概股
The Requirement for PRC Law Firms to File with the CSRC for Offshore Listing Work
On 23 March 2023, the China Securities Regulatory Commission (CSRC) published the *Administrative Provisions on the Filing of Overseas Securities Offerings a…
中概股
The Risk of Emergency Arbitration for China Concept Stocks: Interim Measures in Cayman
The Cayman Islands Grand Court has issued an emergency arbitration injunction freezing assets of a Nasdaq-listed China concept stock, marking the first known…
中概股
The Rules for Publishing Research Reports Around a US IPO: Pre and Post Quiet Period
The SEC’s Division of Corporation Finance issued a flurry of Staff Legal Bulletins in late 2024 and early 2025 that recalibrated the boundaries around pre-IP…
中概股
A Compliance Guide for 'Testing-the-Waters' Meetings Before a US IPO
The US Securities and Exchange Commission’s (SEC) 2024 amendments to the “testing-the-waters” (TTW) provisions under the Jumpstart Our Business Startups (JOB…
中概股
How to Execute a Reverse Stock Split to Maintain US Listing Status as a China Stock
For China-linked issuers listed on the Nasdaq or NYSE, the reverse stock split has evolved from a routine capital management tool into a survival mechanism.…
中概股
Common Reasons for Rejection of a CSRC Filing Due to Incomplete Materials
The number of Chinese companies seeking offshore listings has not diminished, but the China Securities Regulatory Commission (CSRC) filing process has become…
中概股
Disclosing 'National Security' Related Risks in a US IPO by a China Company
The SEC’s Division of Corporation Finance, in coordination with the Committee on Foreign Investment in the United States (CFIUS), has materially escalated it…
中概股
How to Comply with SOX 404 Internal Control Reporting as a China Concept Stock
The SEC’s Division of Corporation Finance issued a sample letter to China-based issuers on 12 March 2025, specifically flagging deficiencies in internal cont…
中概股
Best Practices for Cybersecurity Risk Disclosure by US-Listed China Companies
The SEC’s Division of Corporation Finance has, since late 2024, materially escalated its review of cybersecurity risk disclosures filed by foreign private is…
中概股
Comparing Director Independence Standards for a US IPO: NASDAQ vs NYSE
For a PRC issuer pursuing a dual-primary or secondary listing in the United States, the director independence standards imposed by NASDAQ and the New York St…
中概股
How to Manage Environmental Non-Compliance Disclosures for Factories and Supply Chains
The 2025 enforcement cycle of the Hong Kong Stock Exchange (HKEX) has placed environmental non-compliance by manufacturing subsidiaries and supply-chain vend…
中概股
The SEC's New Requirements for the Selection of Auditors of China-Based Issuers
The Securities and Exchange Commission (SEC) has, since late 2024, intensified its scrutiny of the audit process for China-based issuers listing in the Unite…
中概股
The Consolidation Accounting Treatment of a VIE for a US-Listed China Company
The Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) have, since the passage of the Holding Foreign Compani…
中概股
How to Draft a Non-Competition Deed for Controlling Shareholders in a Hong Kong IPO
The Hong Kong Stock Exchange (HKEX) has intensified its scrutiny of controlling shareholder arrangements in 2025, particularly regarding non-competition deed…
中概股
The HKEX's Completeness Review of Litigation Disclosures by an IPO Applicant
The HKEX’s Listing Department has, since Q1 2025, intensified its completeness review of litigation disclosures in IPO prospectuses, particularly for applica…
中概股
The 'Sufficient Working Capital' Statement in a Hong Kong IPO: Sponsor's Responsibility
The Hong Kong Stock Exchange’s (HKEX) December 2024 consultation paper on proposed enhancements to the Listing Rules for cash companies and special purpose a…
中概股
How the Listing Committee Reviews the Independence of a Spin-Off Applicant
The spin-off of a subsidiary as a separately listed entity on the Hong Kong Stock Exchange (HKEX) has become a preferred capital market strategy for Chinese…
中概股
The 'Business Objectives' Statement in a Hong Kong Prospectus: Post-Listing Progress Tracking
The Hong Kong Stock Exchange’s (HKEX) decision to retain the mandatory ‘Business Objectives’ statement in Main Board prospectuses, following its 2024 consult…
中概股
The Disclosure Threshold for Post-IPO Share Pledges by Controlling Shareholders
The Hong Kong Stock Exchange (HKEX) has tightened its enforcement lens on post-listing share pledges by controlling shareholders, a shift that caught several…
中概股
The 'Red Herring' Prospectus in a Hong Kong IPO: Printing and Distribution Rules
The final weeks of 2025 have seen the Hong Kong IPO pipeline swell to its highest volume since the fourth quarter of 2021, with 27 issuers filing A1 applicat…
中概股
How the HKEX Assesses the Experience of Directors of an IPO Applicant
The Hong Kong Exchange and Clearing Limited (HKEX) has significantly intensified its scrutiny of board composition for IPO applicants since the introduction…
中概股
How the Latest Telecom Sector Opening Affects VIE Structures for Foreign Investors
The Ministry of Industry and Information Technology’s (MIIT) September 2025 circular, which formally removes foreign equity caps in value-added telecommunica…
中概股
How to Conduct a Penetration Check on 'Connected Persons' in a Hong Kong IPO
The Hong Kong Stock Exchange (HKEX) has sharpened its focus on the integrity of a listing applicant’s shareholder base, particularly where a significant port…
中概股
How to Use Standard Contractual Clauses for Cross-Border Data Transfers in an IPO
The 2024 finalisation of the Personal Information Protection Law (PIPL) implementing regulations by the Cyberspace Administration of China (CAC), coupled wit…
中概股
The Role of the Corporate Social Credit Report in China Concept Stock Compliance
The inclusion of a Corporate Social Credit Report (CSCR) as a mandatory exhibit in the listing application dossier for China concept stocks has moved from an…
中概股
Managing Negative Public Opinion Risk for China Concept Stocks: Regulatory Scrutiny of PR
The 2025 annual report season has exposed a structural vulnerability for China concept stocks listed in Hong Kong and the US: the absence of a codified frame…
中概股
The 'All-Encompassing' Regulatory Logic of China's New Overseas Listing Rules
The effective date of 26 March 2023 for the *Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies* (《境内企业境外发行证券和…
中概股
Algorithm Compliance for China Concept Stocks: The Algorithm Recommendation Regulation
The first major enforcement action under China’s Algorithmic Recommendation Regulation (《互联网信息服务算法推荐管理规定》) against a US-listed China concept stock occurred i…
中概股
Antitrust Compliance for China Stocks: New Thresholds for Merger Control Filings
The State Council of the People's Republic of China published the revised *Provisions on Thresholds for Notification of Concentrations of Undertakings* (《国务院…
中概股
The Future of the Variable Interest Entity Under China's Filing-Based System
The CSRC’s December 2024 announcement of a formal filing-based review system for overseas listings—effective 15 January 2025—has fundamentally altered the le…
中概股
How the Data Export Security Assessment Rules Impact China Concept Stocks
The resumption of US-listed Chinese companies filing for Hong Kong dual-primary listings in Q1 2026 has brought renewed scrutiny to a regulatory hurdle that…
中概股
Restaurant Chain IPOs: Hong Kong's Valuation Logic vs the US Growth Narrative
The first quarter of 2025 has crystallised a structural divergence in how Hong Kong and New York price restaurant chain equity. Two Chinese fast-casual brand…
中概股
A Practical Guide to the Cybersecurity Review Under China's New Regulatory Framework
The decision by the People’s Bank of China (PBOC) and the Cyberspace Administration of China (CAC) in late 2024 to formally integrate the Cybersecurity Revie…
中概股
How the Personal Information Protection Law Is Reshaping Offshore Listing Structures
The convergence of China’s cybersecurity and data compliance regimes reached a critical inflection point in 2025, when the Cyberspace Administration of China…
中概股
SaaS IPOs: The US Subscription Valuation Model vs Hong Kong's Traditional P/E Ratio
The debate over how to value a software company has become the defining schism between the US and Hong Kong capital markets in 2025. For the past three years…
中概股
The Tax Cost of a Dual Listing: Managing the Compliance Burden in Both Markets
A dual listing — securities admitted to trading on both the Hong Kong Stock Exchange (HKEX) Main Board and a US exchange such as the Nasdaq or NYSE — subject…
中概股
Crypto Exchange IPOs: The US Compliance Path vs Hong Kong's New Licensing Regime
The window for cryptocurrency exchanges to achieve a public listing via a traditional IPO has never been narrower, yet it has also never been more clearly de…
中概股
EV China Concept Stocks: The Tesla Effect in the US vs Hong Kong's Supply Chain Edge
Chinese EV concept stocks listed on US and Hong Kong exchanges are diverging in valuation terms at a pace not seen since the 2021 SPAC boom, driven by fundam…
中概股
Secondary Listings for China Stocks: Hong Kong's Waiver Policies vs US Regulatory Pressure
The calculus for Chinese companies pursuing overseas listings has fundamentally shifted since late 2024, driven by the confluence of Hong Kong’s expanded sec…
中概股
Biotech IPOs: Hong Kong Chapter 18A vs NASDAQ Biotechnology Index Criteria
The Hong Kong Exchange (HKEX) has become the world’s second-largest biotechnology fundraising hub by 2025, but the recent 12-month performance of the Hang Se…
中概股
Fintech IPOs: Hong Kong's Regulatory Sandbox vs US Licensing Requirements
The decision by Ant Group to restructure its consumer finance unit in late 2024, coupled with the Hong Kong Monetary Authority’s (HKMA) expanded fintech supe…
中概股
How to Prepare a Data Security Assessment Report for an Offshore Listing Filing
The number of Chinese companies filing for offshore listings with the CSRC has not declined — it has restructured. In 2024, the CSRC received 235 new filing…
中概股
Annual Maintenance Costs Showdown: Hong Kong vs US Listing
The calculus for a China-based issuer deciding between a Hong Kong Main Board listing and a US Nasdaq or NYSE listing has shifted materially in 2025. While t…
中概股
How the CSRC Verifies 'Domestic Assets' Held by an Offshore Listing Applicant
The China Securities Regulatory Commission (CSRC) has, since the effective date of the *Trial Administrative Measures of Overseas Securities Offering and Lis…
中概股
Tech Unicorn IPO Venue: Hong Kong's Sector Acceptance vs US Valuation Depth
The calculus for a Chinese tech unicorn choosing its primary listing venue has shifted decisively in 2025, driven by two concurrent forces. First, the Hong K…
中概股
A Standard Template and Writing Guide for the Legal Opinion in a CSRC Filing
Since February 2023, every PRC-based issuer seeking a Hong Kong or US listing must file a complete set of application documents with the China Securities Reg…
中概股
Penetration Disclosure Requirements for the 'Actual Controller' Under the New Rules
The China Securities Regulatory Commission’s (CSRC) May 2025 release of the *Administrative Measures for the Overseas Securities Offering and Listing of Dome…
中概股
The CSRC's Review Approach to the 'Historical Evolution' of an Offshore Applicant
The People’s Bank of China and the China Securities Regulatory Commission (CSRC) have, since the second half of 2024, intensified their joint oversight of of…
中概股
How the New CSRC Rules Treat 'Big Red Chip' and 'Small Red Chip' Differently
The People’s Republic of China's Securities Regulatory Commission (CSRC) has fundamentally restructured the offshore listing pathway for Chinese enterprises…
中概股
The CSRC's Random Inspection Mechanism for Ongoing Supervision of Listed Companies
The CSRC’s adoption of a random inspection mechanism for ongoing supervision of listed companies, formalised in the 2025 revision of the *Measures for the Ad…
中概股
The 'Look-Through' Review of Contractual Control Structures in Offshore Filings
The China Securities Regulatory Commission (CSRC) has intensified its substantive review of Variable Interest Entity (VIE) structures in offshore listings si…
中概股
The Triggers for a 'Security Review' in an Offshore Listing Filing
The decision by the China Securities Regulatory Commission (CSRC) on 17 February 2025 to formally reject the offshore listing filing of a Cayman-incorporated…
中概股
Decoding the 'Negative List' in the CSRC Offshore Listing Filing System
The China Securities Regulatory Commission (CSRC) has now processed over 200 offshore filing applications since the *Trial Administrative Measures of Oversea…
中概股
How to Register an Employee Equity Incentive Plan Using Form S-8
The SEC’s Division of Corporation Finance has signalled a material shift in its review of Form S-8 eligibility for China-based issuers, particularly those op…
中概股
An Operations Manual for Regulation FD Fair Disclosure Compliance
The SEC’s Division of Enforcement issued 46 Regulation FD-related actions between 2020 and 2024, a 130% increase over the prior five-year period, according t…
中概股
How to Use a Poison Pill to Defend Against Hostile Takeovers as a US-Listed China Stock
The reappearance of shareholder rights plans — colloquially known as “poison pills” — on the defensive playbooks of US-listed China stocks is not a theoretic…
中概股
The Advantages of 'Foreign Private Issuer' Status for US-Listed China Companies
The reclassification of US-listed Chinese companies from 'Foreign Private Issuer' (FPI) to 'domestic issuer' status under SEC Rule 12g-3(b) has emerged as a…
中概股
Conflict Minerals Disclosure Obligations for US-Listed China Companies
The SEC’s Division of Corporation Finance has, since early 2025, intensified its review of conflict minerals disclosures under Section 1502 of the Dodd-Frank…
中概股
How to Meet the Public Float and Shareholder Headcount Tests for a US IPO
The SEC’s Division of Corporation Finance has intensified its scrutiny of public float and shareholder headcount certifications in 2025, particularly for Chi…
中概股
How to Satisfy the Audit Committee Financial Expert Requirement for a US IPO
The SEC’s Division of Corporation Finance has notably increased the frequency of comment letters targeting the Audit Committee Financial Expert (ACFE) design…
中概股
Super Voting Rights in the US vs Hong Kong: Key Regulatory Differences
The dual-class share structure, commonly referred to as super voting rights, has become a defining battleground in the contest between US and Hong Kong capit…
中概股
The Applicability of the Safe Harbor Rule for Forward-Looking Statements in Hong Kong
Hong Kong’s safe harbor for forward-looking statements — a provision that shields issuers and their directors from liability for projections that do not mate…
中概股
The Impact of Say-on-Pay Votes on China Concept Stocks Listed in the US
The SEC’s Division of Corporation Finance, in a series of comment letters issued between Q3 2025 and Q1 2026, has materially tightened its scrutiny of say-on…
中概股
How to Satisfy the 'Sufficient Management Presence in Hong Kong' Requirement
The Hong Kong Stock Exchange (HKEX) has intensified its scrutiny of the 'sufficient management presence in Hong Kong' requirement under Listing Rule 8.12, a…
中概股
How to Use 'Emerging Growth Company' Status as a China Concept Stock in the US
The SEC’s Division of Corporation Finance has not issued a new Compliance and Disclosure Interpretation on the JOBS Act’s “emerging growth company” (EGC) def…
中概股
HKEX Scrutiny of Third-Party Payments in an IPO Applicant's Business
The Hong Kong Stock Exchange (HKEX) has, since early 2025, intensified its scrutiny of third-party payments embedded within the business models of IPO applic…
中概股
How Share Buy-Back Arrangements Work as a Price Stabilization Tool in Hong Kong IPOs
The Hong Kong stock exchange’s regulatory framework for post-IPO price stabilization is undergoing a quiet but critical recalibration. In July 2025, HKEX pub…
中概股
The Independence of the Listing Committee: Conflicts of Interest and Recusal
The Hong Kong Exchange and Clearing Limited (HKEX) published a consultation paper in June 2025 proposing the most significant overhaul of the Listing Committ…
中概股
How the HKEX Reviews the Business Sustainability of an IPO Applicant
The HKEX’s Listing Division has signalled a material recalibration in how it assesses an IPO applicant’s viability, shifting from a largely quantitative reve…
中概股
How to Address the 'Trading Record Period' Requirement for Newly Established Companies
The Hong Kong Stock Exchange (HKEX) received 14 listing applications in January 2025 from companies incorporated less than 24 months prior to filing, a 40% i…
中概股
How to Meet the Market Cap/Revenue Test for a Hong Kong Listing Without Profits
The calculus for pre-revenue or low-profit Chinese companies seeking a Hong Kong listing has shifted decisively since the HKEX’s Chapter 18C reforms took ful…
中概股
How to Screen for Sanctioned Parties in an Offshore Listing Project
The imposition of a 10% US tariff on PRC-origin goods under Executive Order 14195 on 4 February 2025, coupled with the simultaneous expansion of the Office o…
中概股
Managing Confidentiality Agreements in IPOs: How to Build Cross-Border Information Walls
The decision by the Hong Kong Stock Exchange (HKEX) to codify a mandatory “cooling-off” period for pre-IPO investments in its Listing Decision HKEX-LD143-1,…
中概股
The 'Materiality' Standard in Hong Kong Listing Applications: HKEX Discretion
The Hong Kong Stock Exchange (HKEX) has, over the past 18 months, materially tightened its application of the “materiality” standard in vetting listing appli…
中概股
The Role of PRC Lawyers in Responding to SEC Comment Letters
The SEC’s Division of Corporation Finance has, since mid-2023, systematically intensified its scrutiny of PRC-based issuers filing under the Holding Foreign…
中概股
The Legal Boundaries of Analyst Briefings in the Hong Kong IPO Process
The SFC’s latest enforcement data for the first half of 2025 shows a 40% year-on-year increase in inquiries related to pre-deal communications, a direct cons…
中概股
Anti-Corruption Compliance in Cross-Border Listings: Dual Risks Under FCPA and PRC Law
The calculus for a China-based company pursuing a dual listing on the Hong Kong Stock Exchange (HKEX) and a US exchange has fundamentally shifted in 2025, wi…
中概股
How Listing Lawyers Resolve Conflicts Between Onshore and Offshore Regulations
The regulatory disjunction between the People’s Republic of China (PRC) onshore regime and the common law frameworks of Hong Kong and the United States has b…
中概股
How to Handle Employee Resettlement Plans in a Pre-IPO Restructuring
The surge in Hong Kong IPOs by PRC-based companies during 2024-2025 has exposed a recurring structural bottleneck: the treatment of employee resettlement pla…
中概股
Third-Party Due Diligence in Cross-Border IPOs: How to Vet Suppliers and Customers
The SFC’s December 2024 consultation on the Code of Conduct for sponsors (the “Consultation Paper,” SFC, December 2024) explicitly elevated third-party due d…
中概股
Coordinating Cayman Islands and PRC Company Law in an Offshore IPO
The 1 July 2025 expansion of the PRC Company Law amendment cycle has introduced a new layer of statutory compliance for offshore issuers with PRC-based opera…
中概股
The Lawyer's Gatekeeping Role in Drafting Risk Factors for an Offshore Prospectus
The SFC’s December 2024 consultation on the *Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission* (the SFC Code)…
中概股
Asset Valuation and Related-Party Transfer Pricing in Red Chip IPO Restructurings
The Hong Kong Stock Exchange’s (HKEX) updated guidance letter HKEX-GL113-24, published in November 2024, has sharpened the regulator’s scrutiny on asset valu…
中概股
Due Diligence Interview Techniques for Listing Lawyers: Talking to Founders and Management
The 2024-2025 cycle of China Securities Regulatory Commission (CSRC) filings and Hong Kong Stock Exchange (HKEX) listing applications has exposed a persisten…
中概股
Holding IP Onshore vs Offshore in a Red Chip Structure: What's the Best Approach?
The 2025 revision to the Hong Kong Stock Exchange (HKEX) Listing Decision HKEX-LD150-2025, published in March, has reopened a long-simmering debate for Chine…
中概股
Trust Arrangements in Red Chip Structures: Identifying the Ultimate Controller
The Hong Kong Stock Exchange’s (HKEX) updated guidance letter HKEX-GL112-24, published in December 2024, has sharpened the regulatory lens on trust arrangeme…
中概股
Case Studies on Unwinding Red Chip Structures to Return to A-Share Markets
The calculus for Chinese companies listed offshore via red-chip or VIE structures has shifted decisively. The China Securities Regulatory Commission (CSRC) h…
中概股
How to Issue Convertible Bonds in a Red Chip Structure: Choosing Offshore Financing Tools
The reopening of China’s offshore convertible bond market in late 2024, following a near 18-month freeze triggered by the August 2023 tightening of PRC outbo…
中概股
How to Set Up an FIE for Onshore Reinvestment by a Red Chip Company
The decision by a red-chip company to establish a Foreign-Invested Enterprise (FIE) in China for onshore reinvestment is no longer a routine corporate housek…
中概股
How to Legitimately Navigate Circular 10 in a Red Chip Restructuring
The number of Chinese companies pursuing offshore listings via red-chip structures has risen sharply since the CSRC’s filing-based regime took full effect in…
中概股
Practical Guide to SAFE Registration for Domestic Residents' Offshore Investments
The State Administration of Foreign Exchange (SAFE) has intensified its scrutiny of outbound investments by domestic residents, a trend that accelerated thro…
中概股
Cross-Border Guarantees in Red Chip Structures: The 'Onshore Security for Offshore Loan' Model
The People’s Bank of China (PBOC) and the State Administration of Foreign Exchange (SAFE) have, since mid-2024, intensified on-site inspections of cross-bord…
中概股
How to Repatriate Profits Under a Red Chip Structure: Dividend Tax and Forex Rules
The 2024-2025 cycle of China’s cross-border capital controls and tax enforcement has fundamentally altered the economics of profit repatriation for red-chip…
中概股
How to Communicate Effectively with the CSRC International Cooperation Department
The CSRC International Cooperation Department (ICD) is no longer a passive filing receptacle; it has become an active, risk-based gatekeeper for all offshore…
中概股
Special Requirements for VIE-Structured Companies in CSRC Filings
The China Securities Regulatory Commission (CSRC) has, since the effective date of the *Regulations on the Overseas Securities Offering and Listing by Domest…
中概股
The Interface Between Cybersecurity Review and Offshore Listing Filings
The second half of 2024 has introduced a structural tension that every issuer and sponsor must now navigate: the precise sequencing between the PRC’s cyberse…
中概股
Transitional Arrangements for 'Existing Enterprises' Under the New Filing Rules
The Securities and Futures Commission (SFC) and the Hong Kong Exchanges and Clearing Limited (HKEX) have entered a period of operational tension as the 1 Jan…
中概股
How to Obtain an Industry Regulatory Opinion Letter for an Offshore Filing
The window for a PRC operating company to file for an offshore listing in Hong Kong or the US now hinges on a single document that did not exist in its curre…
中概股
How to Prepare for a CSRC On-Site Inspection of an Overseas Listed Company
The CSRC’s on-site inspection regime for Chinese companies seeking overseas listings has shifted from a theoretical risk to a tangible operational reality. S…
中概股
VIE Structures Under the New Filing Regime: Is It Filing or Approval?
The CSRC’s revised filing-based regime for overseas securities listings, effective since 27 March 2025, has not altered the fundamental legal status of Varia…
中概股
Big Data Analysis of CSRC Feedback Questions on Offshore Listing Filings
The Chinese regulator’s feedback on offshore listing filings has evolved from a procedural formality into a substantive, data-driven gatekeeping mechanism, f…
中概股
How to Develop an Insider Trading Policy Before a US IPO
The window for a US IPO by a China-incorporated issuer has narrowed considerably in 2025, with the SEC’s Division of Corporation Finance intensifying its scr…
中概股
Ongoing Reporting Obligations After Completing the CSRC Offshore Listing Filing
The first wave of Chinese companies to complete the CSRC’s offshore listing filing procedure under the February 2023 Trial Administrative Measures is now ent…
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The Liability of PRC Lawyers Under the New Filing Regime: Issuing Compliance Opinions
The CSRC’s December 2024 revisions to the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies, effective 26 Mar…
中概股
Defending Against Securities Class Actions as a US-Listed China Company
The 2024-2025 cycle has seen the highest volume of securities class actions (SCAs) filed against US-listed China companies since the 2020 Holding Foreign Com…
中概股
Direct Listing vs Traditional IPO in the US: Weighing the Pros and Cons
The decision by Arm Holdings to pursue a traditional US$5.2 billion IPO on the Nasdaq in September 2023, rather than a direct listing, refocused institutiona…
中概股
How Chinese and Foreign Banks Divide Roles in a US IPO Underwriting Syndicate
The decision by Chinese regulators in late 2024 to formally endorse the use of the “全流通” (Full Circulation) mechanism for offshore listings, combined with th…
中概股
Investor Relations Management for China Concept Stocks in the US: A Cross-Border Strategy
The 2024-2025 audit cycle has fundamentally altered the calculus for China concept stocks listed in the US. The Public Company Accounting Oversight Board (PC…
中概股
SEC Requirements for Industry Regulatory Risk Disclosures by China Issuers
The SEC’s Division of Corporation Finance has, since late 2024, intensified its review of industry-specific regulatory risk disclosures in registration state…
中概股
How to Draft 10-K and 10-Q Reports for a US-Listed China Company
The SEC’s 2025 enforcement focus on non-compliance with the Holding Foreign Companies Accountable Act (HFCAA) and the PCAOB’s continued on-site inspection re…
中概股
How NASDAQ's Tightening Rules for Small-Cap Stocks Affect China Companies
The Nasdaq Stock Market’s proposed rule changes, filed with the U.S. Securities and Exchange Commission (SEC) in December 2024 and set for phased implementat…
中概股
How to Manage 'Commission-Identified Issuer' Risk as a China Concept Stock
The SEC’s Division of Corporation Finance has now issued over 40 'Commission-Identified Issuer' determinations under the Holding Foreign Companies Accountabl…
中概股
How to Use the Confidential Filing Process Under the US JOBS Act
The number of Chinese companies pursuing US listings has not recovered to pre-2021 levels, but the pipeline is quietly building through a mechanism that rema…
中概股
The SEC's New Disclosure Rules for Variable Interest Entities of China-Based Companies
The Securities and Exchange Commission’s final rule on enhanced disclosures for China-based issuers using variable interest entity structures — effective for…
中概股
How the HKEX Reviews an Applicant's Internal Control Systems
In the 2024-2025 listing cycle, the Hong Kong Stock Exchange (HKEX) returned more than 40% of A1 applications for substantive deficiencies in internal contro…
中概股
Profit Forecast Disclosure in Hong Kong IPOs: Financial Adviser Duties and Risks
The 2025 amendments to the Hong Kong Stock Exchange’s Listing Rules, effective 1 April 2025, have fundamentally altered the landscape for profit forecast dis…
中概股
Tax Compliance for Mainland Companies Listing in Hong Kong: Stamp Duty and CIT
The Hong Kong Stock Exchange (HKEX) recorded 70 new listings in 2024, with mainland Chinese enterprises accounting for over 65% of total funds raised, accord…
中概股
Underwriting Agreements in Hong Kong IPOs: Key Liability Clauses for Issuers
The finalisation of the Hong Kong Stock Exchange’s (HKEX) new listing regime for Specialist Technology Companies in March 2023, coupled with the SFC’s intens…
中概股
A Detailed Guide to ESG Disclosure Requirements for Hong Kong IPOs
Hong Kong Exchanges and Clearing Limited (HKEX) published its second-phase consultation conclusions on climate-related disclosures in April 2025, mandating t…
中概股
How to Disclose Non-Compliance Incidents Found During IPO Due Diligence
The SFC and HKEX’s joint statement in December 2024 on sponsor liability for due diligence failures has sharpened the consequences of discovering non-complia…
中概股
How to Set the Annual Cap for Continuing Connected Transactions
The annual cap for continuing connected transactions (CCTs) is no longer a routine compliance box-tick for Hong Kong-listed issuers; it has become a flashpoi…
中概股
The HKEX's Suitability Requirements for Directors and Senior Management
The SFC and HKEX have intensified scrutiny of director and senior management appointments since the 2024 amendments to the Corporate Governance Code (CG Code…
中概股
Which Financial Test to Choose for Hong Kong Listing: Profit or Market Cap/Revenue?
The Hong Kong Stock Exchange’s (HKEX) decision in October 2024 to raise the minimum market capitalisation requirement for Main Board listing applicants from…
中概股
HKEX Quality Standards for Application Proofs: How to Avoid Rejection
The Hong Kong Stock Exchange’s rejection rate for initial listing applications has risen to 18.7% in the first half of 2025, up from 12.3% in the same period…
中概股
How to Clean Up Pre-IPO Investor Special Rights Before Filing
The window for cleaning up pre-IPO investor special rights in a Hong Kong listing has narrowed considerably since the HKEX’s December 2024 updated guidance o…
中概股
Post-IPO Share Option Schemes: HKEX Restrictions on Grant Conditions
The Hong Kong Exchange (HKEX) has intensified its scrutiny of post-IPO share option schemes (SOS) over the past 18 months, specifically targeting the grant c…
中概股
How to Resolve Horizontal Competition Issues in a Hong Kong IPO Application
The Hong Kong Stock Exchange (HKEX) published its 2025 guidance letter HKEX-GL117-25 in March, signalling a material escalation in its scrutiny of horizontal…
中概股
ESG Reporting Requirements for China Concept Stocks: HKEX vs NYSE Standards
The convergence of two regulatory frameworks is reshaping the disclosure burden for China concept stocks in 2025. The Hong Kong Stock Exchange (HKEX) has ful…
中概股
How the Foreign Investment Security Review Measures Could Impact Red Chip Structures
The implementation of China’s Foreign Investment Security Review Measures (the “Measures”), effective 18 January 2025 under the revised *Foreign Investment L…
中概股
How the Post-IPO Compliance Cost Compares Between Hong Kong and the US
The decision of where to list is no longer a simple question of valuation or prestige. For any China-incorporated issuer or Cayman/BVI holding company with P…
中概股
Will China Ban the VIE Structure? Decoding the Policy Signals
The closure of DiDi Global’s NYSE listing in June 2021 triggered a cascade of regulatory interventions that has fundamentally altered the calculus for Chines…
中概股
How Updates to the Foreign Investment Negative List Affect Listing Structures
The publication of the 2025 edition of the *Special Administrative Measures (Negative List) for Foreign Investment Access* (the “Negative List”) on 25 April…
中概股
Red Lines for Taking Files Offshore Under China's New Confidentiality Rules
On 29 May 2025, China’s State Council promulgated the *Regulations on the Security Management of Confidential Data* (hereafter, the 'Confidentiality Regulati…
中概股
The State Council's Latest Policy Signals on Overseas Listings
The State Council’s most recent policy signals on overseas listings, issued via a set of revised Implementation Rules under the *Securities Law of the People…
中概股
Audit Cooperation Between China and the US: Implementation Status After the Agreement
The August 2022 signing of the Protocol to Amend the Agreement Between the Government of the People's Republic of China and the Government of the United Stat…
中概股
Can Online Education and Gaming Companies Still List Overseas After Regulatory Crackdowns?
The market for Chinese companies seeking overseas listings has fundamentally restructured since the 2021 regulatory cascade, but the door has not fully close…
中概股
PIPL Compliance Challenges for China Concept Stocks Handling User Data
The 1 October 2024 effective date of China’s new *Regulations on Network Data Security Management* (网络数据安全管理条例) has materially altered the compliance calculu…
中概股
The Core Logic of China's Trial Administrative Measures for Overseas Securities Offerings
The issuance of the Trial Administrative Measures for Overseas Securities Offerings and Listings by China's securities regulator in early 2025 marks the most…
中概股
The Impact of Antitrust Enforcement on Platform Company IPOs
The resumption of full-scale antitrust enforcement against China’s platform economy in 2025 has fundamentally altered the risk calculus for companies seeking…
中概股
A+H Share Listing vs Red Chip Listing: Two Paths for Mainland Companies in Hong Kong
The dual-track listing calculus for Mainland Chinese companies has shifted decisively in 2025, driven by the CSRC’s tightened overseas filing regime under th…
中概股
Cybersecurity Review for China Concept Stocks: Which Companies Must File?
The 2025 calendar year marks the first full enforcement cycle of China’s revised *Cybersecurity Review Measures* (《网络安全审查办法》, hereafter the “Measures”), prom…
中概股
Hong Kong GEM vs NASDAQ Small-Cap Market: Which Is Better for Startups?
The calculus for China-based startups weighing a public listing has shifted decisively in 2025. The Hong Kong Stock Exchange’s (HKEX) GEM reform, effective 1…
中概股
How the CAC Data Export Rules Impact Offshore Listings
The CAC’s formalisation of cross-border data transfer security assessment procedures, effective from March 2025 via the revised *Measures for Data Export Sec…
中概股
The Complete Regulatory Map for China Concept Stocks: From Data Security to Antitrust
The re-election of Donald Trump in November 2024 and the subsequent imposition of a 10% baseline tariff on Chinese imports, combined with the US House Select…
中概股
IPO Timetable Showdown: Does Hong Kong Really Take 9 Months vs 6 Months in the US?
The conventional wisdom among Chinese issuers weighs Hong Kong's listing timetable at 9 to 12 months against the US at 4 to 6 months. This comparison, howeve…
中概股
Hong Kong SPAC vs US SPAC: Comparing Listing Thresholds and De-SPAC Difficulty
Hong Kong’s SPAC regime, which took effect on 1 January 2022 under HKEX Listing Rules Chapter 18B, was designed to attract high-quality sponsors and target c…
中概股
How the US-China Regulatory Tension Is Shifting IPO Venue Choices
The number of Chinese companies listing in the United States has fallen by 67% year-on-year in the first half of 2025, according to data compiled by Wind Inf…
中概股
Secondary Listing vs Dual Primary Listing: The Path Back to Hong Kong
The calculus for Chinese companies considering a Hong Kong listing has shifted materially since the HKEX’s Chapter 19C amendments took full effect in January…
中概股
Why SaaS Companies Often Prefer a US Listing Over Hong Kong
The decision by Chinese SaaS companies to list in New York rather than Hong Kong is no longer a matter of simple preference—it is a structural outcome of two…
中概股
Consumer Brand IPOs: Is Hong Kong's Valuation Premium Real?
The question of whether Hong Kong offers a genuine valuation premium for consumer brand IPOs has resurfaced with renewed urgency in 2025, driven by a conflue…
中概股
Hong Kong vs US IPO: A Comprehensive Comparison of Valuation, Cost, and Regulation
The calculus for a China-based company choosing between a Hong Kong and a US listing has shifted materially since the second quarter of 2025. The SEC’s imple…
中概股
How to Choose Between a Hong Kong and US Listing for Your Tech Company
The decision between a Hong Kong and US listing for a Chinese technology company is no longer a simple question of prestige versus liquidity. The calculus ha…
中概股
Do Follow-On Offerings Like Placings and CB Issuances Require Re-Filing?
The question of whether a Hong Kong-listed company must re-file with the China Securities Regulatory Commission (CSRC) when conducting a follow-on equity or…
中概股
The Inter-Agency Coordination Mechanism for CSRC Offshore Listing Filings
The decision by China’s State Council to formally codify the inter-agency coordination mechanism for offshore listing filings in late 2024, effective 1 Janua…
中概股
National Security Review in Offshore Listings: Confidentiality and Archive Rules
The intersection of national security review with offshore listing confidentiality and archive rules has become the single most consequential compliance vari…
中概股
The Debate Over 'Substantive Review' vs 'Formal Review' in Offshore Filings
The line between a “substantive review” and a “formal review” of offshore listing applications has never been a purely academic distinction. It determines wh…
中概股
Top 10 Common CSRC Inquiry Questions and How to Respond
The CSRC’s filing-based oversight regime for overseas listings, effective since March 31, 2023, has fundamentally altered the timeline and disclosure burden…
中概股
Does the Filing Requirement Apply to Indirect Overseas Listings?
The 2025-2026 cycle has introduced a layer of regulatory complexity for Chinese companies pursuing offshore capital that many market participants are only be…
中概股
How to Prepare the Legal Opinion and Compliance Undertaking for CSRC Filing
The China Securities Regulatory Commission’s (CSRC) filing regime for overseas listings, effective since March 31, 2023, has fundamentally altered the timeli…
中概股
The Interface Between CSRC Filing Rules and HKEX Listing Review
The CSRC’s filing-based oversight regime for overseas listings, effective 31 March 2023, has now completed two full filing cycles, processing over 200 applic…
中概股
How to Analyze the Triggering Events for Reporting to the CSRC
The China Securities Regulatory Commission (CSRC) has, since 2023, operationalised a mandatory filing regime for overseas securities listings by PRC domestic…
中概股
How to Draft the PRC Law Section of an Offshore Listing Prospectus
In late 2024, the Hong Kong Stock Exchange (HKEX) published its annual review of listing applications, revealing that over 30% of new Main Board applicants f…
中概股
A Comprehensive Guide to China's New Offshore Listing Filing System
On March 31, 2023, the China Securities Regulatory Commission (CSRC) formally implemented the *Trial Administrative Measures of Overseas Securities Offering…
中概股
Anti-Money Laundering and Sanctions Compliance in Cross-Border IPOs
The 18 December 2024 joint statement by the Hong Kong Monetary Authority (HKMA) and the Securities and Futures Commission (SFC) on enhanced anti-money launde…
中概股
CSRC's Key Focus Areas in the Legal Section of an Offshore Listing Filing
The shift from a silent acceptance regime to an explicit notification-based filing process under the China Securities Regulatory Commission (CSRC) represents…
中概股
The Lawyer's Compliance Response to China's New Confidentiality and Archives Rules
On 2 March 2025, China’s State Council promulgated the revised *Regulations on the Administration of Archives* (国务院令第772号), effective immediately, alongside…
中概股
How PRC Lawyers Verify Material Contracts for an Offshore Issuer
The decision by the China Securities Regulatory Commission (CSRC) on 17 February 2023 to implement the *Trial Administrative Measures of Overseas Securities…
中概股
How to Resolve Cross-Border Legal Conflicts in Pre-IPO ESOPs
The 18-month window between the filing of an A1 application and the first day of trading on the Hong Kong Stock Exchange (HKEX) has become the most legally t…
中概股
An IP Due Diligence Checklist for Offshore Listing Structures
The re-emergence of Chinese companies pursuing offshore listings through Hong Kong and New York in 2025 has brought the scrutiny of intellectual property (IP…
中概股
Data Export Security Assessments for Chinese Companies Listing Overseas
The convergence of China’s data security regime with its offshore capital markets strategy has entered a new operational phase. Since the effective date of t…
中概股
How to Divide Work Scope Between Onshore and Offshore Counsel on an IPO
The division of labour between onshore and offshore legal counsel in a Chinese company’s overseas IPO has become a source of increasing tension and cost over…
中概股
A Cross-Border Due Diligence Manual for Listing Lawyers
The 2025-2026 cycle for Chinese companies pursuing overseas listings—whether via dual-primary on the Hong Kong Stock Exchange (HKEX) Main Board or a U.S. IPO…
中概股
How to Issue a PRC Legal Opinion for an Offshore Listing
The PRC legal opinion has become the single most contested document in cross-border listings since the China Securities Regulatory Commission (CSRC) implemen…
中概股
Key Differences Between US GAAP and IFRS for US-Listed China Companies
The decision by the Public Company Accounting Oversight Board (PCAOB) in December 2024 to retain its full access to Chinese audit firms’ working papers throu…
中概股
The SEC's Regulatory Stance on Crypto-Related China Concept Stocks
The SEC’s evolving stance on crypto-related China concept stocks is no longer a theoretical debate—it is a live, structural risk for any issuer with a digita…
中概股
Dual Primary Listing: How China Concept Stocks Can Return to Hong Kong
The window for a secondary listing on the Hong Kong Stock Exchange (HKEX) has effectively closed for most China concept stocks (中概股) seeking to mitigate U.S.…
中概股
How to Draft VIE Risk Disclosures That Satisfy the SEC
The SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (CF) in November 2024, mandating that all China-based issuers using Variable In…
中概股
How the ADR to Ordinary Share Conversion Mechanism Works for China Stocks
The conversion mechanism between American Depositary Receipts (ADRs) and ordinary shares for China stocks has become a critical operational focus for cross-b…
中概股
How to Structure a Take-Private Offer for a US-Listed China Company
The window for US-listed China companies to pursue take-private transactions has narrowed materially since the SEC’s Public Company Accounting Oversight Boar…
中概股
The Book-Building Process in a US IPO: How Underwriters Set the Price
The US initial public offering market has undergone a structural recalibration in 2025, driven by the SEC’s finalised amendments to the acceleration of regis…
中概股
How the PCAOB Inspection Regime Affects China Concept Stock Delisting Risks
The passage of the Holding Foreign Companies Accountable Act (HFCAA) in December 2020 triggered a structural repricing of China concept stocks listed in New…
中概股
The Quiet Period Rules for a US IPO: Managing Pre-Listing Publicity
The SEC’s Division of Corporation Finance issued a series of Staff Legal Bulletins in late 2024 and early 2025 that tightened the interpretation of the “gun-…
中概股
US Corporate Governance Requirements: Independent Directors and Audit Committees
The shift in U.S. corporate governance enforcement under the 2025-2026 SEC administration is not a cyclical adjustment but a structural recalibration that di…
中概股
How to Choose Between NASDAQ and NYSE for Your US IPO
The decision between NASDAQ and the New York Stock Exchange (NYSE) for a US initial public offering is no longer a simple question of prestige versus liquidi…
中概股
How to Manage US Class Action Litigation Risk as a China Concept Stock
The decision by the US Public Company Accounting Oversight Board (PCAOB) in December 2024 to re-designate China as a jurisdiction where it cannot conduct ful…
中概股
Key Disclosure Differences Between a 20-F Annual Report and a Hong Kong Annual Report
The dual-listing calculus for PRC-incorporated companies has shifted materially since the China Securities Regulatory Commission (CSRC) published its revised…
中概股
Traditional US IPO vs De-SPAC: A Cost and Certainty Comparison
The decision for a China-based issuer to list in the United States has historically been a binary one: a traditional initial public offering (IPO) on the New…
中概股
How to Use an Offshore Family Trust to Hold Red Chip Shares Pre-IPO
The calculus for Chinese founders preparing a red-chip listing has shifted materially. The CSRC’s new filing regime for overseas securities listings, effecti…
中概股
SEC Review Focus for China-Based Companies: Audit Papers and Data Security
The SEC’s Division of Corporation Finance has, since Q1 2025, escalated its scrutiny of disclosure deficiencies specific to China-based registrants under the…
中概股
CSRC's Latest Review Focus on Domestic Assets Held by Red Chip Companies
The China Securities Regulatory Commission (CSRC) has intensified its scrutiny of red-chip companies seeking offshore listings, with a specific focus on the…
中概股
How to Implement a Cross-Border ESOP in a Red Chip Structure
The decision by the China Securities Regulatory Commission (CSRC) in late 2023 to mandate filing for overseas listings under the revised *Trial Administrativ…
中概股
Hybrid VIE and Red Chip Structures: Can You Combine Both Models?
The PRC State Council’s *Regulations on the Administration of Foreign Investment in Listed Companies* (《国务院关于股份有限公司境外募集股份及上市的特别规定》), revised in March 2023, a…
中概股
Big Red Chip vs Small Red Chip: How State-Owned and Private Enterprises Differ
The distinction between Big Red Chip and Small Red Chip listing structures is no longer a relic of 1990s financial history. It is the central structural choi…
中概股
How to Resolve Historical SAFE Registration Issues for Red Chip Shareholders
The number of red-chip issuers seeking secondary listings on the Hong Kong Stock Exchange (HKEX) surged by 34% year-on-year in the first half of 2025, with 1…
中概股
How to Set Up Cross-Border Cash Pooling Under a Red Chip Structure
The People’s Bank of China’s ('PBOC') April 2025 expansion of the Multilateral Cross-Border Cash Pooling ('MCCP') pilot programme to an additional 12 provinc…
中概股
BVI vs Cayman Islands as the Listing Vehicle in a Red Chip Structure
The choice of listing vehicle in a red-chip structure has long been a binary decision between a BVI business company and a Cayman Islands exempted company, b…
中概股
Tax Planning for Red Chip Restructurings: Navigating Circular 10
The re-emergence of red-chip restructurings as a primary avenue for PRC-based private enterprises to access offshore capital markets has been met with a corr…
中概股
The Cost of Unwinding a Red Chip Structure to Return to the A-Share Market
The number of US- and Hong Kong-listed Chinese companies actively evaluating a return to the A-share market via a red-chip structure unwinding has risen shar…
中概股
Pre-IPO Investments: How to Clean Up Special Rights Before Filing
The Hong Kong Stock Exchange’s (HKEX) updated Listing Decision LD143-2024, published in Q4 2024, has sharpened the scrutiny on pre-IPO investor rights, speci…
中概股
HKEX SPAC Listing Rules: Eligibility and De-SPAC Requirements
The Hong Kong Exchange and Clearing Limited (HKEX) introduced its Special Purpose Acquisition Company (SPAC) framework on 1 January 2022, a move that positio…
中概股
How to Appeal a HKEX Listing Division Rejection Decision
The rejection of a listing application by the HKEX Listing Division is not a terminal event, but the procedural path to overturn it has narrowed materially s…
中概股
How to Build a Red Chip Structure for a Hong Kong IPO: A Three-Step Guide
The 2025 iteration of the Hong Kong IPO market has seen a decisive shift in issuer domicile strategy. Data from the Hong Kong Stock Exchange (HKEX) shows tha…
中概股
The Division of Work Between PRC and Hong Kong Lawyers in an IPO
The 2025 amendments to the PRC Cybersecurity Review Measures, which took effect on 1 January 2025, have sharpened the division of labour between PRC and Hong…
中概股
The PDIE Phase in Hong Kong IPOs: How Many Times Will You Revise the Prospectus?
The Hong Kong Stock Exchange (HKEX) processed 71 new listing applications in the first half of 2025, a 25% year-on-year increase from the 57 applications fil…
中概股
How the CSRC Filing Timeline Affects Your Hong Kong IPO Schedule
The China Securities Regulatory Commission’s (CSRC) filing requirement, effective 23 March 2023 under the *Trial Administrative Measures of Overseas Securiti…
中概股
How to Spin-Off a Business Unit for a Separate Hong Kong Listing
**Lede**
中概股
How the International Placing and Public Offer Allocation Works in Hong Kong
The rebalancing of Hong Kong’s IPO allocation mechanics has become a defining issue for 2025, driven by the SFC and HKEX’s joint consultation on margin finan…
中概股
How to Handle Connected Transactions Cleanup Before a Hong Kong IPO
Hong Kong’s Listing Committee has sharpened its scrutiny of connected transaction (CT) disclosures since the 2024 amendments to the HKEX Listing Rules, with…
中概股
Post-Listing Compliance Costs in Hong Kong: A Full-Year Breakdown
Hong Kong’s post-listing compliance burden has escalated by an estimated 18-22% year-on-year for Main Board issuers since the SFC and HKEX’s joint consultati…
中概股
Cornerstone Investors vs Anchor Investors: Lock-Up Rules in Hong Kong IPOs
The distinction between cornerstone investors and anchor investors in Hong Kong IPOs has moved from a technical footnote to a structural determinant of deal…
中概股
How to Conduct a Pre-IPO Due Diligence for a Hong Kong Listing
The window for a Hong Kong initial public offering has narrowed materially since the HKEX’s 2024-2025 Listing Rule amendments tightened sponsor liability and…
中概股
The Role of the Sponsor in Managing HKEX Regulatory Comments
The Hong Kong Stock Exchange (HKEX) has intensified its scrutiny of listing applications, a trend that began in late 2023 and has continued into 2025. This s…
中概股
Hong Kong Listing Rules for Biotech Companies: A Guide to Chapter 18A
Hong Kong’s Chapter 18A listing regime, introduced in April 2018, has fundamentally altered the capital-raising calculus for pre-revenue biotechnology compan…
中概股
How to Draft the Risk Factors Section of a Hong Kong Prospectus
The decision by the Hong Kong Stock Exchange (HKEX) to mandate climate-related disclosures under the enhanced Appendix C2 and D2 of the Listing Rules, effect…
中概股
Weighted Voting Rights in Hong Kong: How to Structure a WVR Listing
Hong Kong’s weighted voting rights (WVR) regime, introduced via Chapter 8A of the Main Board Listing Rules in April 2018, has been the primary mechanism for…
中概股
A Sponsor's Guide to Preparing a Hong Kong IPO Application Proof
The submission of an application proof (A1 draft) to the Hong Kong Stock Exchange (HKEX) remains the single most consequential document a sponsor will produc…
中概股
How to Choose Between Hong Kong Main Board and GEM for Your IPO
The decision between listing on the Hong Kong Stock Exchange’s Main Board versus the Growth Enterprise Market (GEM) is no longer a simple binary choice of sc…
中概股
The Hong Kong IPO Pricing Mechanism: How the Green Shoe Option Works
The Hong Kong IPO market has entered a period of structural recalibration, and the mechanics of the green shoe option—formally the over-allotment option (OAO…
中概股
How to Navigate the Hong Kong IPO Process: From A1 Filing to Listing Day
The 2025 calendar has already reset the timeline calculus for every Main Board applicant. On 1 January 2025, HKEX’s revised guidance letter HKEX-GL112-24 too…
中概股
How to Respond to HKEX Listing Committee Hearing Questions
The HKEX Listing Committee hearing has evolved from a procedural formality into the single most consequential gatekeeping event in a Hong Kong IPO, particula…
中概股
How to Prepare Legal Opinions for VIE Structures Under the New Filing Regime
The People’s Republic of China’s (PRC) new filing regime for overseas listings, fully operational since 1 January 2025 under the revised *Provisions on Stren…
中概股
How to Restructure a VIE Entity to Meet the New CSRC Filing Requirements
The People’s Bank of China’s Financial Stability and Development Committee first signalled a tightening of offshore listing controls in March 2021, but it wa…
中概股
The Interplay Between VIE Contracts and PRC M&A Rules in Cross-Border Listings
The December 2024 joint issuance of the *Provisions on the Administration of Strategic Investment by Foreign Investors in Listed Companies* (《外国投资者对上市公司战略投资管…
中概股
China Securities Regulatory Commission Review of VIE Companies: What to Expect
On 26 April 2023, the China Securities Regulatory Commission (CSRC) released the revised *Administrative Provisions on the Filing of Overseas Securities Offe…
中概股
How to Handle Founder Control Issues in a VIE Structure During IPO
The 2025 enforcement cycle of the China Securities Regulatory Commission (CSRC) has placed the governance of Variable Interest Entity (VIE) structures under…
中概股
VIE Structure Evolution: From Sina Model to Modern Tech IPOs
The People’s Bank of China’s (PBOC) State Administration of Foreign Exchange (SAFE) issued its 2025 annual work conference communiqué on 4 January, explicitl…
中概股
VIE Structures in the Education Sector: Are They Still Viable for IPOs?
The collapse of New Oriental’s market capitalisation by over 90% between February and July 2021 was not an isolated event but the opening salvo of a regulato…
中概股
The Impact of China's Negative List on VIE Structures in 2025
The 2025 iteration of China’s *Special Administrative Measures (Negative List) for Foreign Investment Access* (the “Negative List”) has introduced the most s…
中概股
The Role of WFOE in a VIE Structure: Operational and Legal Integration
The December 2024 publication by the China Securities Regulatory Commission (CSRC) of revised rules for overseas securities listings and filings, effective 2…
中概股
How to Consolidate a VIE Under IFRS for Hong Kong Listing Purposes
The decision by the Hong Kong Stock Exchange (HKEX) in late 2023 to impose stricter disclosure requirements on VIE structures under Chapter 8 of the Listing…
中概股
Profit Extraction from VIE Entities: Legal Pathways and Transfer Pricing Risks
The PRC State Taxation Administration’s (STA) 2025 special tax investigation campaign, which placed over 120 variable interest entity (VIE) structures under…
中概股
VIE Termination Events: How to Draft Contractual Protections for Investors
The 2024 revision to the PRC *Foreign Investment Law* (FIL) and the subsequent tightening of data security reviews under the *Cybersecurity Review Measures*…
中概股
How the HKEX Reviews VIE Structures: A Practical Guide for Sponsors
The HKEX’s Listing Department issued a record 47 structured enquiries on VIE (Variable Interest Entity) structures in the first nine months of 2025, a 34% in…
中概股
The Future of the Variable Interest Entity After China's New Offshore Listing Rules
The People’s Bank of China and the China Securities Regulatory Commission (CSRC) jointly released the revised *Administrative Provisions on the Overseas Secu…
中概股
How to Test the Stability of a VIE Structure Before Filing for IPO
The decision by the China Securities Regulatory Commission (CSRC) to formally codify its filing regime for overseas listings in March 2023, followed by the D…
中概股
Step-by-Step Guide to SAFE Circular 37 Registration for VIE Founders
The decision by the State Administration of Foreign Exchange (SAFE) in late 2024 to tighten the post-registration reporting requirements under Circular 37 (汇…
中概股
VIE vs Red Chip Structure: Which Is Better for Your Hong Kong IPO?
The calculus for Chinese companies weighing a Hong Kong listing has shifted materially since the China Securities Regulatory Commission (CSRC) implemented it…
中概股
What Is a VIE Structure and Why Do Chinese Companies Use It for Overseas IPOs?
The collapse of Didi Global’s NYSE listing in July 2021, followed by the CSRC’s tightened filing requirements for overseas securities listings effective 31 M…
中概股
How to Design a Compliant VIE Agreement Under Hong Kong Listing Rules
The Hong Kong Stock Exchange’s (HKEX) updated guidance letter HKEX-GL112-22, issued in October 2022 and refined through subsequent enforcement actions in 202…
中概股
VIE Structure Risks: A Hong Kong Lawyer's Due Diligence Checklist
The publication of the CSRC’s revised *Administrative Provisions on Overseas Securities Offering and Listing by Domestic Companies* (effective 15 March 2025)…
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中概股海外上市（美股 + 港股双重）与 VIE 架构变迁