解锁A股上市公司赴港H股上市的步骤、信披要点与核心法律问题

Core Viewpoint - The article discusses the recent regulatory changes in China and Hong Kong that facilitate A-share listed companies to issue H-shares and list on the Hong Kong Stock Exchange, highlighting the increasing trend of A-share companies considering or preparing for Hong Kong listings due to supportive policies and the need for diversified financing channels [2][33]. Group 1: Listing Process for A-share Companies - The process for A-share companies to issue H-shares and list on the Hong Kong Stock Exchange involves several key stages, including preparation, due diligence, dual regulatory approval, and the final issuance and listing [3][4][5][8]. - The preparation phase requires the selection of intermediary institutions and the establishment of a timeline that aligns with A-share announcement timings [3]. - The due diligence phase includes comprehensive investigations into business, financial, and legal aspects, along with the preparation of necessary documentation [4]. - The dual approval phase involves submitting applications to both the Hong Kong Stock Exchange and the China Securities Regulatory Commission (CSRC), with expedited processes for qualified A-share companies [5]. - The final issuance phase includes obtaining approval from the CSRC and conducting roadshows to finalize the offering details [8]. Group 2: Information Disclosure During H-share Issuance - A-share companies must manage insider information and prevent insider trading during the H-share issuance process, ensuring proper disclosure at critical stages [9]. - The article provides a timeline of key disclosure events for companies like CATL during their H-share listing process, emphasizing the importance of board and shareholder meetings for approvals [9]. Group 3: Legal Issues in A+H Structure - The article outlines core legal issues related to the A+H structure, including valuation discrepancies between A-shares and H-shares, which often result in H-shares being priced at a discount compared to A-shares [12][13]. - The premium rate of A-shares over H-shares is highlighted, with a noted decline from 84.22% to 64.67% in 2025, indicating market dynamics and investor sentiment [14]. - Public holding requirements for A+H companies have been relaxed, allowing companies with a market value over HKD 30 billion to meet either a 10% public holding or a HKD 30 billion market cap requirement [15]. Group 4: Compliance and Regulatory Feedback - The article discusses common feedback from the CSRC regarding compliance issues, including operational legality, corporate governance, and foreign investment regulations, which affect the approval process for H-share listings [24][26][27][28]. - A significant number of companies have faced inquiries about their compliance with operational licenses and governance structures, indicating the importance of thorough preparation before applying for H-share listings [26][27]. Group 5: Challenges and Market Dynamics - The article notes that while there is a growing trend of A-share companies pursuing H-share listings, they face challenges due to differing investor expectations and regulatory environments in Hong Kong compared to mainland China [33]. - Companies must adapt to the more cautious nature of Hong Kong institutional investors and the complexities of complying with dual regulatory frameworks, which can increase operational costs [33].