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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]