Indirect Listing Overseas Legal And Regulatory Research

Recent years, Chinese enterprises' oversea indirect listing develops very quickly,there are a number of well-known Chinese enterprises, which established shellcompanies in some famous international offshore financial centers, then theseenterprises input the domestic capital or right and interest into the shell company bymeans of M&A or reorganizations, after that, they will list the "shell" company inoversea share market. Because the shell companies are listing subject, the domesticauthority haven't the jurisdiction over the shell companies. It challenges our financialregulation system and attracts high attention from all circles.Part one of this article analyzes the concept of oversea indirect listing, combinewith different layouts, this article illustrate the difference between the oversea indirectlisting and the oversea direct listing, then this article introduce the background ofoversea indirect listing and detail its motives. On one hand, oversea indirect listingcan help those companies, which develop very quickly and entitled with enoughcapability, stage onto international market to do transnational business;on the otherhand, oversea indirect listing can satisfy the capital need of many domestic enterprises,particularly the privately owned enterprises. The end of part one introduce thedevelopment history and present situation of oversea indirect listing.Part two of this article discusses the legal supervision theory of oversea indirectlisting. The author thinks the supervision of oversea indirect listing shouldn't onlybeen confined within the security supervision field but expand to financial supervisionstage. The author discusses the core legal supervision theory-security supervision andforeign exchange management.In part three, the supervision authorities, supervision objectives, legal source ofsupervision, the content of supervision have been discussed. In order to analyze theproblems existed in the supervision;the author divided the process of oversea indirectlisting into two parts. One is capital inflow, another is capital outflow.Part four of this article illustrates the history development of oversea indirectlisting. Based on the division of process in part three, the author analyze the keysupervise problems, such as the deficiency of security supervision, the capitalevaluation, foreign exchange management etc, exist in capital inflow and outflowrelated to oversea indirect listing.In Part five, the author provides some valuable advice on how to perfect thesupervision of oversea indirect listing. The author thinks SCRC should take moreactive role to regulate the enterprise, particularly privately-owned enterprise, in theprocess of oversea indirect listing. The "notice 75" should be perfected in somedetails. The related authority should make clear the practice of transnational exchangeshare.