CSRC Releases Regulations for Filing-based Administration of Overseas Offering and Listing
ISSUING AUTHORITIES:
China Securities Regulatory Commission
Shanghai Stock Exchange
Shenzhen Stock Exchange
DATE OF ISSUANCE:
February 17, 2023
EFFECTIVE DATE:
March 31, 2023
On February 17, 2023, China Securities Regulatory Commission (CSRC) released new regulations for the filing-based administration of overseas securities offering and listing by domestic companies, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and 5 supporting guidelines. The regulations came into effect on March 31, 2023.
The Trial Measures stipulate that both direct and indirect overseas offering and listing activities are subject to regulation and clarify that the determination as to whether or not an activity is an indirect overseas offering and listing by a domestic company shall be made on a substance over form basis.
Under the Trial Measures, a domestic company that seeks overseas offering and listing shall fulfill the filing procedure with CSRC, submit relevant materials that contain a filing report and a legal opinion, and provide truthful, accurate and complete information on the shareholders.
The Trial Measures also create a negative list system. A domestic company shall be prohibited from offering and listing securities in overseas markets in such circumstances as where specific laws and regulations prohibit such public financing activities, where the intended overseas offering and listing may endanger national security, where criminal offenses may be involved, where the domestic company is under open investigations for suspicion of criminal offenses or major violations of laws and regulations, or where there are material ownership disputes.
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