Pre-IPO融资全攻略：架构、合规与税务的核心玩法

Core Viewpoint - Pre-IPO financing is a critical step for companies before going public, involving a series of systematic restructuring and integration to meet regulatory requirements, optimize ownership structure, and attract strategic investments [1][3]. Group 1: Definition and Purpose of Pre-IPO Financing - Pre-IPO restructuring refers to the systematic reorganization of a company's legal, ownership, business, and asset structures before an initial public offering to comply with regulatory requirements and optimize business relationships [3]. - The core purposes of Pre-IPO financing include: - Compliance: Ensuring the company structure and operations meet the legal requirements of the intended stock exchange [4]. - Clarity: Establishing a clear and well-governed listing entity with a focus on core business [5]. - Value Maximization: Divesting non-core or underperforming assets to highlight core business and profitability [6]. - Tax Optimization: Designing an efficient tax structure to reduce tax burdens during restructuring and future operations [7]. - Financing Facilitation: Creating a structure conducive to attracting private investments and facilitating future capital operations [8]. Group 2: Structural Choices for Restructuring - The choice of listing structure is the starting point for restructuring, influenced by the intended listing location, industry policies, shareholder backgrounds, and capital strategies [11]. - Types of structures include: - Domestic Structure: For purely domestic companies without foreign investment restrictions, suitable for China's A-shares [12]. - Red Chip Structure: For companies planning to list abroad or with foreign shareholders, typically involving a holding company in offshore jurisdictions [12]. - H-share Structure: Direct issuance of H-shares by domestic companies, requiring approval from the China Securities Regulatory Commission [12]. - Equity Control Model: For industries without foreign investment restrictions, where a foreign holding company directly controls domestic operations [12]. - VIE Structure: For industries with foreign investment restrictions, using agreements to achieve control and financial consolidation [12]. Group 3: Red Chip Structure and Shareholder Exit Arrangements - The core process of establishing a red chip structure involves transferring domestic rights into an offshore framework, which includes cross-border transfer of shareholder rights [14]. - Common paths for establishing a red chip structure include: - "Two-step" approach: First, introducing foreign investors to increase capital in the domestic operating company, then having the offshore holding company acquire the joint venture [14]. - Founder identity adjustment: Founders obtaining offshore identities to set up companies abroad and reinvest [14]. - VIE structure: Using agreements to control domestic companies in restricted sectors [14]. - Shareholder exit methods involve founders and management establishing offshore holding entities and completing foreign exchange registration as per regulatory requirements [16]. Group 4: Tax Considerations in Restructuring - Tax costs are critical in determining the feasibility of restructuring plans [49]. - Direct equity transfer tax liabilities include: - Corporate sellers facing a corporate income tax rate of 25% [51]. - Individual sellers facing a personal income tax rate of 20% [52]. - Indirect equity transfer tax risks focus on the red chip structure, where transferring shares of offshore holding companies may incur tax obligations if deemed to lack substantial operations [53]. - Compliance requirements include assessing whether transactions constitute taxable events and proactively reporting to tax authorities for certainty [55]. Group 5: Pre-IPO Financing Process - The Pre-IPO financing process consists of several stages: 1. Initiation and Preparation: Internal decisions on financing intentions, target valuations, and preparation of necessary materials [57][58]. 2. Market Promotion and Initial Contact: Conducting non-public roadshows to gauge investor interest and negotiate terms with potential lead investors [61][63]. 3. Due Diligence and Agreement Negotiation: Comprehensive due diligence covering business, financial, and legal aspects, followed by negotiations on investment agreements [64][67]. 4. Closing and Post-Investment Management: Meeting closing conditions, transferring funds, and initiating post-investment management activities [68][70].