Issuance and implementation of the rules of the overseas listing filing management system

On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (CSRC) issued the relevant system rules for the management of overseas listing filing, which will be implemented as of March 31, 2023.

There are 6 rules and regulations issued this time, including the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter referred to as the Trial Measures for Administration) and 5 supporting guidelines.

The Administrative Measures for Trial Implementation consists of six chapters and thirty-five articles. The main contents are as follows: First, improve the regulatory system. The filing management shall be uniformly implemented for the direct and indirect overseas listing activities of domestic enterprises, and the applicable conditions for the direct and indirect overseas issuance of listed securities by domestic enterprises shall be clarified. The second is to clarify the filing requirements. Specify the requirements for filing subject, filing time and filing procedure. Third, strengthen regulatory coordination. Establish a coordination mechanism for the supervision of overseas issuance and listing of domestic enterprises, improve cross-border securities regulatory cooperation arrangements, and establish mechanisms such as filing information notification. Fourth, clear legal responsibilities. Clarify the legal responsibility for violations of laws and regulations such as failure to perform the filing procedures and falsification of filing materials, and increase the cost of violations of laws and regulations. Fifth, enhance the inclusiveness of the system. In combination with the reality of expanding the opening up of the capital market and the needs of the market, the restrictions on the objects of direct overseas issuance and listing under specific circumstances should be relaxed; Further facilitate "full circulation"; Relax the restrictions on the currency of overseas funds raised and dividends distributed to meet the needs of enterprises to raise RMB overseas. The supporting guidelines cover the application of regulatory rules, the content and format of filing materials, the content of reports, filing communication, and the filing of overseas securities companies, and further clarify and refine the filing requirements.

The direction of the country's expansion of the opening up of the capital market will not change. The release and implementation of the rules of the filing management system for overseas listing will better support enterprises to list overseas in compliance with the law, and use two markets and two resources to achieve standardized and healthy development.