VIE Structures Under the 2023 China Overseas Listing Filing Regime

The China Securities Regulatory Commission (CSRC) ‘Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies’, effective March 2023, introduced mandatory CSRC filing for China-domiciled companies listing overseas, including those using VIE structures. Key provisions affecting pre-IPO companies: Filing Requirement — all domestic companies seeking overseas listing must file with the CSRC within three working days after submitting their listing application to the overseas exchange. VIE Disclosure — companies using VIE structures must disclose the reasons for using the VIE structure, the associated risks, and the measures taken to protect investor interests. Compliance Statement — the company’s legal counsel must issue a compliance opinion confirming the VIE structure complies with applicable PRC laws. Industry Restrictions — the CSRC reviews whether the VIE structure is being used to circumvent foreign ownership restrictions in sectors where such circumvention is prohibited. The filing regime has not blocked VIE-based listings in Hong Kong, but it has added 2-4 months to the listing timeline and increased legal costs. Companies should engage PRC legal counsel experienced in CSRC filing at least 6 months before the planned A1 filing to prepare the required documentation.