Approved by the State Council, China Securities Regulatory Commission (“CSRC”) released new regulations for the filing-based administration of overseas securities offering and listing by domestic companies on 17th February 2023. The regulations will come into effect on 31st March 2023.

The newly released set of regulations consists of 6 documents, including theTrial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies(the “Trial Measures”) and 5 supporting guidelines.

Composed of 6 chapters with 35 articles, theTrial Measures mainly covers the following contents: Firstly, refining the regulatory system by subjectingboth direct and indirect overseas offering and listing activities to the filing-based administration, and clearly definingthe circumstances where provisions for direct and indirect overseas offering and listing apply. Secondly, providing clarity on the filing process by specifying requirements on filing entities, time points and procedures. Thirdly, strengthening regulatory synergy by establishing the regulatory coordination mechanism, improving cross-border regulatory cooperation arrangements and creating a filing information sharing mechanism. Fourthly, defining legal liabilities for failing to fulfill filing procedures, fabricating filing documents or other violations, and heightening the cost for offenders. Last but not least, strengthening institutional inclusiveness.Giving consideration to the practice of and market demands for enhancing capital markets opening-up, theTrial Measures relaxes investor eligibility restrictions when domestic companies directly list or offer securities in overseas markets under certain circumstances in order to facilitate “full circulation” arrangements. TheTrial Measures eases currency restriction for overseas fund raising and dividend payment,with a view to meeting demands to raise RMB funds overseas. The supporting guidelines cover topics such as application of regulations, content and format of filing documents, content required for reporting, communications around filing, and filing by overseas securities companies, providing further clarity and granularity on filing procedures.    

China stays committed tofurther opening up its capital markets. TheTrial Measures will provide stronger support for domestic companies to list and offer securities on overseas markets, and make lawful use of both domestic and overseas market resources for regulated and sound growth.