A Glance at the New Rules on Overseas Listing Filings

On February 17, 2023, China Securities Regulatory Commission (“CSRC”), as approved by the State Council, released new rules for the filing-based administration of overseas securities offerings and listings by Chinese domestic companies (“New Filing Rules”). The New Filing Rules signal a new era of unified filing system for overseas offerings and listings by Chinese companies.
We have summarized below five key points of the New Filing Rules for your quick reference.
Six Sets of Rules on the Filing System
The New Filing Rules are not a stand-alone document, but consist of six sets of rules, including one Trial Measure and five guidelines:

The Effective Date of the New Filing Rules
The New Filing Rules will come into effect on March 31, 2023, and the CSRC will start to accept filing applications from March 31, 2023.
Transitional Arrangement for Direct Overseas Listings
From February 17, 2023, the CSRC will cease to accept applications for administrative approval of the overseas public offerings and listings (including follow-on offerings) (“Direct Listings”) by joint-stock companies. Meanwhile, the CSRC will begin to accept applications for communication on overseas listing filings. For those applications for administrative approval of Direct Listings already accepted by the CSRC, the CSRC will continue the examination and approval process in accordance with the original rules. Starting from March 31, 2023, domestic enterprises wanting to list overseas directly that have not obtained approval from the CSRC shall file with the CSRC according to the New Filing Rules.
Transitional Arrangement for Indirect Overseas Listings
From March 31, 2023, enterprises that have been listed overseas or fall under the following circumstances shall constitute “Existing Issuers” and are not required to conduct the overseas listing filing procedure immediately, but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC:
(i) The application for indirect overseas offering or listing shall have been approved by the overseas regulatory authorities or the overseas stock exchanges (for example, a contemplated offering and/or listing in Hong Kong has passed the hearing of the Hong Kong Securities and Futures Commission (“SFC”), or a contemplated offering and/or listing in the United States the has obtained approval for its registration statements from the US Securities and Exchange Commission (“SEC”)) prior to the effective date of the Trial Measures, (ii) it is not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange (for example, no need for a second hearing by the SFC), and (iii) such overseas securities offering or listing shall be completed before September 30, 2023.
Filing Requirements for Companies Seeking to List Overseas Indirectly
From March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listings but have not obtained the approval from overseas regulatory authorities or overseas stock exchanges shall complete the filing procedures with the CSRC prior to their overseas offerings and listings.
This article serves as a quick summary of the New Filing Rules. In the following days, we will continue to issue detailed interpretations of the New Filing Rules and keep you updated.