【锋行链盟】港交所IPO中VIE架构备案流程及核心要点

Core Viewpoint - The article discusses the regulatory requirements and processes for companies using the Variable Interest Entity (VIE) structure when conducting an IPO on the Hong Kong Stock Exchange (HKEX), emphasizing the need for compliance and thorough disclosure [1][5]. Group 1: Applicability of VIE Structure - The VIE structure is applicable only to industries that are restricted or prohibited for foreign investment as per the negative list [3]. - Companies must demonstrate the necessity of using the VIE structure due to the inability to obtain relevant business qualifications through direct equity investment [3]. Group 2: Basic Setup Process of VIE Structure - Before initiating an IPO on HKEX, companies must complete the setup of the VIE structure, which typically involves establishing a Cayman Islands or BVI entity as the listing platform [3]. - The structure includes a Hong Kong company that wholly owns a Wholly Foreign-Owned Enterprise (WFOE) in mainland China, which then controls the domestic operating entity (OPCO) through various agreements [3]. Group 3: Core Process for VIE Structure in HKEX IPO - Companies must conduct due diligence and prepare necessary documents, including the submission of the listing application and key disclosures related to the VIE structure [3][4]. - The China Securities Regulatory Commission (CSRC) requires VIE companies to file for approval before listing abroad, with specific conditions outlined in the new regulations effective from March 31, 2023 [3][6]. Group 4: Key Review Points for HKEX - The HKEX Listing Committee will review the compliance of the VIE structure and the adequacy of risk disclosures [4]. - Continuous compliance post-listing is essential, including regular updates on the VIE structure's operational status and any significant changes [6]. Group 5: Latest Policy Dynamics - The core of the HKEX VIE IPO process is "legal compliance + full disclosure," requiring adherence to both HKEX listing rules and CSRC filing requirements [5]. - Companies are advised to engage experienced legal and investment banking teams to mitigate compliance risks [5].