[Direct answer]In the Beijing area, the issuance and listing of securities by domestic enterprises overseas have been included in the filing management system. According to the "Interim Measures for the Administration of Securities Issuance and Listing by Domestic Enterprises Overseas" (announced on February 17, 2023 and implemented on March 31, 2023) and its supporting guidelines, domestic enterprises directly or indirectly issuing securities or listing overseas should go through the filing process, including initial public offerings, listings, and other forms of listing, and file with the China Securities Regulatory Commission within the prescribed timeframe; those involving major matters also need to fulfill corresponding reporting obligations. In addition, they must pay attention to regulatory requirements such as industry access, foreign investment management, data outflow, and personal information protection. The system emphasizes filing as the main approach and strengthens post-filing supervision. The specific scope of application, materials, and time limits shall be subject to the currently effective regulatory rules and official guidelines. This article only provides a general explanation.

I. Problem Background and Typical Scenarios

The number of domestic enterprises seeking to list overseas has increased, and the regulatory requirements have become clearer accordingly. Typical scenarios include: enterprises planning to conduct initial public offerings and list overseas; existing overseas-listed enterprises seeking refinancing; indirect listing through means such as contractual control; involving the transfer of data and personal information overseas; industries with foreign investment access restrictions; and intermediary institutions requiring the issuance of compliance opinions. In the above situations, filing and compliance arrangements directly affect the listing process. For related foreign-related and financial matters, please refer to the following sources for more information:Financial capital and cross-border transactions involving foreign entities.

II. Key points of contention

First, the applicable circumstances and subject scope of filing. Second, the time requirements for filing and the preparation of materials. Third, the determination of indirect listing. Fourth, industry access and foreign investment management requirements. Fifth, data outbound and personal information protection compliance. Sixth, the continuous reporting obligation for major events. Seventh, the consequences of violations and rectification. The above issues determine whether the enterprise can successfully proceed with overseas listing. For enterprise compliance, please refer to the relevant guidelines.Intellectual property protection and corporate law.

III. Professional analysis by Henglue Law Firm

Henglue Lawyers advises in the practice of foreign affairs and capital markets: Compliance with overseas listing requirements should be planned and promoted in advance. Firstly, clarify the obligation of filing for recordation. Whether domestic enterprises issue and list overseas directly or indirectly, they usually need to go through the filing process. Enterprises should file for recordation with the China Securities Regulatory Commission within the prescribed time after submitting the application for overseas issuance and listing, and prepare the corresponding materials. Secondly, pay attention to industry and foreign investment requirements. For matters involving the negative list of foreign investment access, industry supervision, and state-owned assets, the compliance should be evaluated in advance and, if necessary, communicate with the competent authorities. Thirdly, attach great importance to data and personal information compliance. For matters involving data outflow and personal information processing, the applicable exit path should be determined and the compliance mechanism should be improved in accordance with the "Data Security Law of the People's Republic of China" (effective on September 1, 2021), the "Personal Information Protection Law of the People's Republic of China" (effective on November 1, 2021), and related regulations. Fourthly, implement continuous reporting. After a major event occurs after listing, the reporting obligation should be fulfilled in accordance with the requirements, and the consistency of information disclosure and compliance should be maintained. Fifthly, prepare risk plans in advance. For compliance issues that may affect the listing process, rectify them in advance and keep the explanatory materials. Henglue Lawyers usually cooperate with intermediary institutions to conduct compliance due diligence, sort out the filing and compliance lists, and assist enterprises in responding to regulatory inquiries. For matters involving foreign affairs and financial affairs, reference can be made to the relevant provisions.\nFinancial capital and cross-border transactions involving foreign entities..

IV. Practical suggestions and legal basis

Action list: First, determine whether filing is required and the applicable circumstances; Second, prepare and submit the filing materials on time in accordance with regulatory requirements; Third, evaluate compliance with industry access and foreign investment management; Fourth, improve mechanisms for data outbound and personal information protection; Fifth, implement reporting of major events and maintain compliance records. Legal basis: "Interim Measures for the Administration of Overseas Securities Issuance and Listing by Domestic Enterprises" (announced on February 17, 2023, and implemented on March 31, 2023) and supporting guidelines; "Data Security Law of the People's Republic of China" (implemented on September 1, 2021); "Personal Information Protection Law of the People's Republic of China" (implemented on November 1, 2021). For matters involving foreign affairs and finance, you may refer to the relevant provisions.\nFinancial capital and cross-border transactions involving foreign entities.; For those related to corporate compliance, you can refer to the following resources for more information.Intellectual property protection and corporate law; For contracts, you can refer to the relevant provisions.Business and contract disputes in enterprisesSpecifically, please refer to the currently effective regulatory rules and official guidelines for details.

5. Henglu Law Firm's Reminder

Firstly, overseas listing has implemented filing management, and planning should be done in advance. Secondly, both direct and indirect listing usually require going through the filing process. Thirdly, industry access, foreign investment, and data compliance are key priorities. Fourthly, major events after listing require continuous reporting. Fifthly, compliance due diligence and material retention should be carried out simultaneously. For matters involving foreign affairs and finance, they can be handled through the following channels:\nFinancial capital and cross-border transactions involving foreign entitiesObtain a comprehensive solution for the service.

VI. Frequently Asked Questions

Q1: Is it necessary to file for recordation for all overseas listings?

It is generally required. According to the "Interim Measures for the Administration of Overseas Securities Issuance and Listing by Domestic Enterprises", domestic enterprises that directly or indirectly issue securities or list overseas should go through the filing procedure; the specific applicable circumstances, materials and time limits shall be subject to the current regulatory rules and official guidelines.

Q2: When should I submit the filing application?

Generally, after submitting the application for overseas listing, the issuer shall file it with the China Securities Regulatory Commission within the prescribed time and continue to fulfill its reporting obligations as required. The specific time points and materials shall be subject to the provisions of regulatory rules and supporting guidelines.

Q3: What is an indirect overseas listing?

It generally refers to enterprises whose main business activities are within China, and which issue and list their shares overseas under the name of a holding entity registered both domestically and abroad. Whether it constitutes an indirect listing needs to be judged based on the control relationship, the nature of the business, and regulatory rules.

Q4: Will there be any impact if the data is transferred abroad?

There will be an impact. For matters involving data export and personal information processing, the applicable approach should be determined in accordance with the Data Security Law, the Personal Information Protection Law, and related regulations, and compliance should be improved. This may affect the listing process, so it is advisable to conduct an assessment in advance.

Q5: What will happen if it's not compliant?

They may face regulatory inquiries, rectification requirements, and even corresponding legal responsibilities. Enterprises should fulfill their filing and reporting obligations in accordance with regulations, rectify any identified issues promptly, and retain supporting materials to avoid affecting their listing and continued compliance.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the adjudication standards in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit. →Financial capital legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.