China unveils draft rules for domestic firms' overseas IPOs, bans listings endangering national security


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China's securities regulator on Friday unveiled draft rules to regulate domestic firms' overseas listings, which would ban listings endangering national security and mandate security review filings by IPO hopefuls that fall under the purview of foreign investment security and cybersecurity reviews, as the country takes a key step to closing its securities regulatory loopholes in the face of financial decoupling from the US.

The securities regulator also defused woes over banning overseas listings through variable interest varieties, a structure prevalently used by technologies firms seeking overseas capital, so long as such listings meet compliance requirements.

The draft rule also represented an upgraded Chinese regulatory framework in the midst of rising geopolitical tensions and technological advances, based on the overseas listing rule drawn up in 1994, analysts said.

Under the regulation, which is drafted by the Chinese Securities Regulatory Commission (CSRC) and relevant departments of the State Council, China's cabinet, domestic firms seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. 

Relevant departments of the State Council are also entitled to ask them to spin off domestic business or assets, or take other effective measures to either erase or prevent the impact of overseas listings on national security.

The regulation has five chapters, aiming to further advance the supervision over the direct and indirect overseas listing activities of domestic enterprises with unified filing management. It also highlighted regulatory coordination mechanisms and clarified legal responsibilities, among other contents. 

In terms of rising concerns over China's ban on VIE structures following Didi's delisting from the New York Stock Exchange in early December, CSRC said that Chinese companies with VIE structures that meet compliance requirements could list abroad after going on ..

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