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实例分析!37号文登记的三大特殊境外上市架构!
Sou Hu Cai Jing· 2025-12-01 09:59
Group 1 - The core of Document No. 37 is its high applicability, focusing on "domestic residents" and "special purpose companies" [1] - Most Chinese companies' overseas listing structures fall under the coverage of Document No. 37, including traditional red-chip structures [2] - The VIE structure, which transfers economic benefits and control rights of domestic operating entities to overseas listed entities through exclusive business cooperation agreements, also requires Document No. 37 registration for Chinese individuals holding shares [3] Group 2 - Three special cases for Document No. 37 registration are outlined, including scenarios involving management equity incentives, founders with foreign permanent residency, and shareholding through offshore family trusts [6][9][11] - In the first case, management members must register under Document No. 37 when holding shares in an overseas subsidiary established by a domestic enterprise [8] - In the second case, a founder with a U.S. green card may still be considered a domestic resident based on their economic interest center, requiring careful documentation to avoid registration [10] - The third case involves the founder needing to complete Document No. 37 registration personally before transferring shares into a family trust, with ongoing compliance considerations [12] Group 3 - Document No. 37 registration is generally required for any scenario involving domestic residents and overseas equity structures, with a need for professional advice in complex cases [14]
许家印550亿元资产被冻结、接管,境外家族信托被击穿?
Hu Xiu· 2025-10-10 12:16
Core Viewpoint - The Hong Kong High Court has appointed the liquidator of China Evergrande Group as the receiver of assets related to Xu Jiayin's family, with a global injunction prohibiting the disposal of assets valued up to $7.7 billion (approximately RMB 55 billion) [1][4][5] Group 1: Asset Management - The liquidator is authorized to take control of 33 offshore companies owned by Xu Jiayin's family, along with seven bank accounts that have been frozen [4][5][10] - The frozen bank accounts include those held at Bank of China Hong Kong, HSBC, and DBS Bank, with some accounts held through offshore companies controlled by Xu Jiayin and his ex-wife Ding Yumei [6][10] - The assets under the liquidator's control include multiple properties located in Hong Kong, the UK, and the US, as well as luxury items such as private jets, yachts, and Rolls-Royce cars [7][9] Group 2: Legal Proceedings - The High Court previously ordered Xu Jiayin to disclose all assets valued over HKD 50,000, but he failed to comply, leading the liquidator to seek control over all related assets [11][12] - The court's decision may have implications for a family trust established by Xu Jiayin and his wife, which reportedly amounts to $2.3 billion (approximately RMB 16.38 billion) [14] - The court referenced a foreign case indicating that even if assets are placed in a discretionary trust, if the defendant can control the trust's operations, the court can still enforce asset freezing orders [15][16]
宗庆后遗产案判案书出炉,一人到场领取
Core Points - The Hong Kong High Court has issued a judgment regarding the inheritance dispute involving Zong Qinghou, revealing details about the establishment of multiple offshore trusts [1][8] - The judgment indicates that three offshore trusts were set up by the defendant, contrary to previous reports suggesting only one trust was established [1][7] Group 1: Legal Proceedings - The judgment document outlines evidence from both parties and provides details on the trust establishment [1] - The court did not hold a hearing on August 1, and only one party's representative was present to collect the judgment results [8] - A temporary injunction was issued by the Hong Kong High Court, preventing Zong Fuli and Jian Hao Ventures Limited from disposing of any assets in their HSBC accounts [8] Group 2: Trust Establishment - Zong Qinghou has entrusted Zong Fuli to establish three offshore trusts, referred to as Trust A, Trust B, and Trust C [7] - The trusts are intended to manage assets held in various bank accounts, including those at HSBC and other major banks [6][7]
宗庆后遗产纠纷案香港高院即将宣布结果 起诉书曝光
Group 1 - The case involves a trust dispute among the heirs of Zong Senior, specifically between Zong Fuli and her half-siblings, regarding the management and distribution of family assets [1][4] - The Hong Kong High Court has issued a temporary injunction preventing Zong Fuli and JIAN HAO Ventures Limited from disposing of or diminishing the value of any assets in their HSBC bank accounts [8] - The family trust established includes three separate trusts, each with designated beneficiaries, and is structured as a non-discretionary trust, meaning only interest income will be distributed, not the principal [2][4] Group 2 - The trust agreement specifies that the beneficiaries do not include the spouses of the named individuals, focusing solely on their personal assets prior to marriage [2] - Following the death of Zong Senior on February 25, 2024, an agreement was reached among the heirs to address matters arising from his passing [3][4] - The trust assets are to remain invested in fixed income instruments at HSBC Hong Kong, ensuring that the principal remains intact while only interest is distributed [2][4]