红筹架构设立步骤拆解：企业境外上市的流程

Core Insights - The red-chip structure has become the preferred option for Chinese companies to access overseas capital markets due to its flexible financing channels and efficient listing paths [1] Group 1: Preparation Phase - The foundation of the structure involves compliance checks and entity planning, including a thorough review of domestic assets, business qualifications, intellectual property ownership, and related party transactions to avoid equity flaws or compliance risks [3] - Companies must determine the registration location of the offshore holding entity based on the regulatory requirements of the intended listing destination, with common choices being tax-friendly regions like the Cayman Islands and British Virgin Islands (BVI) [3] - It is essential to clarify the shareholder structure in advance, specifying the equity ratios and exit mechanisms for the founding team and investors to facilitate the subsequent structure setup [3] Group 2: Core Setup Phase - The first step involves registering two layers of Special Purpose Vehicles (SPVs) in the chosen offshore region, with the top layer as the listing entity (usually registered in the Cayman Islands) and the lower layer as the holding entity (typically registered in BVI), creating a control chain of "Cayman Company → BVI Company → Domestic Entity" [3] - Control over domestic operations can be achieved through "Variable Interest Entity (VIE)" agreements or equity acquisitions, with VIE being common in light asset and foreign-restricted industries (e.g., internet, education) to transfer operational decision-making and profit rights [3] - For industries with relaxed foreign access, direct equity acquisition of domestic entities by the offshore SPV can complete the equity control loop, while ensuring compliance with foreign exchange registration (e.g., ODI filing) for cross-border fund flows [3] Group 3: Finalization Phase - The focus during this phase is on compliance review and structure optimization, requiring companies to engage cross-border legal and accounting teams to audit structural documents (e.g., articles of association, control agreements, acquisition agreements) to ensure adherence to domestic and foreign regulatory requirements [4] - Companies must also complete financial statement consolidation and tax planning to ensure the structure operates efficiently during subsequent financing and listing processes [4] - The establishment of a red-chip structure involves multiple professional fields, including cross-border law, foreign exchange, and taxation, making the process complex with a low margin for error [4]