2025年4月，新茶饮品牌霸王茶姬选择了一条不同于前辈的路径登陆纳斯达克。它没有采用阿里、百度等互联网巨头惯用的VIE架构，而是直接采用了"开曼 —新加坡—中国"的红筹模式。 几乎同时，自动驾驶公司元戎启行因股东阿里巴巴退出引发关注，股东方解释称"公司正搭建红筹架构"。 而在更早的2021年，人工智能企业旷视科技则在港股与科创板之间徘徊，最终选择拆除VIE架构。 架构选择的关键因素 从事完全对外开放行业的企业可选择直接股权控制型红筹架构；而涉及外资限制或禁止类行业的企业，则需考虑VIE架构。 01 2025年4月，卓正医疗作为VIE架构企业获得证监会备案通知书，耗时454天。相比之下，非VIE架构的江波龙仅用154天就完成了备案。这反映出监管对VIE 架构审核更为审慎。 上市地选择也影响架构设计。华润微与中芯国际选择直接发行A股，而存在VIE架构的九号智能则选择了发行CDR（中国存托凭证）的模式。 企业选择红筹架构还是VIE架构，主要取决于两个因素：行业属性与上市目的地。 对于红筹企业而言，面值退市标准也有所不同。以美元、港元标明面值的公司，按"连续20个交易日股票收盘价均低于1元人民币"标准执行。 举个例子 ...

Core Design Logic - The essence of the VIE structure is to replace equity control with contractual control, addressing two types of contradictions [2] - The VIE structure achieves actual control and financial consolidation of the OPCO through a chain of entities: overseas listing entity → overseas holding layer → domestic WFOE → contractual control of domestic OPCO [2] Key Layer Design - The VIE structure typically includes 4-5 layers, with each layer's registration location, function, and design points precisely matching the objectives such as listing, holding, tax optimization, and compliance [3] - The overseas listing entity is usually a Cayman Islands company, while the overseas holding layer may be a BVI or Cayman intermediary company [3] Functional Design - The Cayman company is preferred for overseas listing due to no corporate income tax and a mature legal system allowing for "dual-class shares" [4] - The BVI company serves as a holding platform for founders, providing privacy and tax benefits [4] - The Hong Kong company acts as an intermediary layer, requiring substantial operations to avoid being classified as a "shell company" [4] Agreement Control System - The contractual control is the "soul" of the VIE structure, requiring 5-7 core agreements to ensure decision-making control, profit transfer, and risk isolation [6] - Key agreements include exclusive technology/service agreements, equity pledge agreements, voting rights entrustment agreements, and exclusive purchase rights agreements [6][8][10][12] Compliance and Risk Prevention - The compliance of the VIE structure directly impacts the ability to pass NASDAQ's listing review and ongoing compliance [18] - The WFOE must have a business scope closely related to the OPCO to avoid being classified as a "shell company" [18] - The OPCO must maintain an "internal capital control" structure to avoid triggering foreign investment restrictions [18] Tax Optimization - The VIE structure's tax design must balance profit transfer efficiency with tax risks, focusing on profit distribution between WFOE and OPCO [19] - The Hong Kong company can benefit from a reduced withholding tax rate of 5% under the "Mainland-Hong Kong Tax Arrangement" if it meets substantial operation requirements [19] Latest Regulatory Trends - The necessity of the VIE structure must be clearly justified in the prospectus to avoid being seen as regulatory evasion [20] - Compliance with data cross-border flow regulations is essential, especially if the OPCO handles user data [20] Industry Differentiation Design - For encouraged industries like renewable energy and biomedicine, a mixed structure of "equity control + contractual control" may be attempted to reduce policy risks [21] - Sensitive industries such as education and fintech require stricter contractual controls and contingency plans for structural adjustments [21]

阿里巴巴、腾讯、百度这样的中国互联网巨头，主营业务都在国内，为何却在纽约或香港上市？这背后隐藏着一个关键金融工具——VIE架构。本文带您 彻底看懂什么是VIE架构，它为何备受青睐，以及近年来相关的政策风险与经典案例。 通过这一系列复杂的协议，海外的"老王控股公司"虽然法律上不直接拥有"老王凉皮店"的股权，但实质上控制了其经营和所有经济利益。因此，在财务报 表上，可以将凉皮店的业绩合并进来，从而满足上市要求。 二、VIE架构对上市公司有何好处？为何巨头们都爱用它？ VIE架构之所以成为过去20年中国互联网公司海外上市的标配，主要在于它解决了三大核心难题： 可以说，没有VIE架构，可能就没有今天中国互联网产业的辉煌格局。 三、与VIE相关的政策有哪些？从"默许"到"强监管"的演变 VIE架构自诞生以来，一直处于法律的"灰色地带"。中国监管层长期采取的是"不承认、不否认、不追究"的默许态度。然而，近年来随着市场环境变化， 监管政策日益清晰和严格。 一、什么是VIE架构？一个"曲线救国"的聪明办法 VIE，全称是Variable Interest Entity，中文译为"可变利益实体"。它还有一个更形象的名字——协议 ...

Core Viewpoint - The article discusses the recent changes, regulations, and requirements for companies and intermediaries looking to list in Hong Kong, emphasizing the need for understanding the current listing system, business processes, and practical considerations in legal and tax matters [1]. Group 1: Listing Regulations and Requirements - The Hong Kong Stock Exchange (HKEX) serves as the regulatory body for the capital market, with specific rules for the Main Board and the Growth Enterprise Market (GEM) [3]. - Different listing qualifications apply based on the type of listing on the Main Board, including operational history, financial qualifications, and management continuity [3]. - The VIE (Variable Interest Entity) structure has specific regulatory requirements, including compliance and the need for regulatory confirmation [3][5]. Group 2: Listing Process and Stakeholders - The listing process involves submitting an application to the HKEX, which includes a review by the listing department and a hearing by the Listing Committee [5]. - Various professional institutions are involved in the listing process, including sponsors, compliance advisors, underwriters, lawyers, and accountants [5]. - The average time for domestic companies to complete the listing process in Hong Kong is over six months, with VIE structures taking longer due to additional regulatory scrutiny [5][6]. Group 3: Compliance and Regulatory Changes - Recent regulatory changes include a negative list system for prohibited listings, focusing on national security and significant legal violations [6]. - The new regulations require thorough internal control measures and compliance with foreign investment security reviews [6]. - Companies must ensure that their business operations and data protection measures comply with the new regulatory framework [6]. Group 4: Practical Insights and Case Studies - The article highlights the importance of understanding the differences between H-shares, red-chip companies, and VIE structures to effectively plan the listing path [16]. - It emphasizes the need to clarify the responsibilities of all parties involved in the listing process to mitigate legal risks [16]. - Successful case studies, such as Midea Group and Zhixing Automobile, are analyzed to extract key experiences and strategies for successful listings [16].

Core Viewpoint - Hong Kong plays a crucial role as a hub connecting mainland China and the world, facilitating cross-border business in areas such as tax planning, cross-border trade, and overseas listings [2][14] Tax Planning - Hong Kong's tax system offers significant advantages for cross-border business tax planning, featuring a simple structure with only profits tax, salaries tax, and property tax, eliminating VAT and consumption tax [5] - The two-tier profits tax system allows profits up to HKD 2 million to be taxed at a preferential rate of 8.25%, while profits exceeding this amount are taxed at a standard rate of 16.5%, which is more competitive compared to mainland China's 25% corporate income tax [7] - Under the territorial principle, income earned from overseas operations is exempt from Hong Kong profits tax, facilitating reinvestment and business expansion in international markets [7] - Hong Kong has signed double taxation avoidance agreements with over 40 countries and regions, including major economies like mainland China, Singapore, the UK, and France, reducing the risk of double taxation and optimizing fund allocation efficiency [7] Cross-Border Trade - As an international free port, Hong Kong has unique advantages in cross-border trade, including a robust legal system aligned with international standards, providing stability for contract execution and reducing legal risks [9] - The highly internationalized financial system allows for free currency exchange and the use of multiple international currencies for settlements, enhancing fund settlement efficiency and mitigating exchange rate risks [9] - Hong Kong's efficient logistics network and world-class port facilities ensure fast customs clearance and timely delivery of goods globally, helping companies optimize supply chain management and reduce logistics costs [9] Overseas Listings - Hong Kong is a significant global financial center with a mature and regulated securities market, making it an ideal venue for companies seeking to list overseas [11] - For mainland companies, listing through a Hong Kong entity offers various benefits, including flexible listing standards that cater to different industries and sizes, particularly favoring technology and new economy enterprises [11] - The VIE (Variable Interest Entity) structure is commonly used for overseas listings, involving a Cayman company registering a wholly-owned subsidiary in Hong Kong, which then establishes a foreign-invested enterprise in mainland China, leveraging Hong Kong's unique position and tax agreements [11] - Under the double taxation agreement, dividends received by Hong Kong companies from mainland China can be taxed at a preferential rate of 5%, significantly more favorable than the rates applicable to foreign-invested companies registered directly in mainland China [12]

Group 1 - The central government has allowed companies from the Guangdong-Hong Kong-Macao Greater Bay Area listed in Hong Kong to apply for listing on the Shenzhen Stock Exchange, with detailed implementation rules expected in the next 1 to 2 months [1] - As of June 11, there are 220 companies from the Greater Bay Area listed in Hong Kong but not in A-shares, with a total market value of 16 trillion HKD, including major firms like Tencent and Xiaopeng Motors [1] - The new policy is anticipated to provide mainland investors with more opportunities to access high-quality companies, particularly technology firms, which are expected to be the primary candidates for returning to A-shares [1] Group 2 - The application conditions for these companies are expected to be similar to those for mainland companies listing in Hong Kong, aimed at simplifying the approval process and avoiding redundant reviews [2] - A "green channel" mechanism is anticipated to be established to expedite the review process for companies already listed in Hong Kong, including reducing the need for repeated submissions and shortening financial reporting requirements [2] - VIE (Variable Interest Entity) structure companies are not prohibited from listing in mainland China, with some already successfully listed, particularly in the artificial intelligence sector [2]

Core Concept - The red-chip structure is a model used by Chinese companies to list on overseas capital markets by establishing an offshore holding company to control domestic entities, thereby circumventing domestic listing restrictions [1] Group 1: Purpose and Structure - The primary objectives of the red-chip structure include bypassing strict domestic listing requirements, attracting international capital, and facilitating cross-border fund flows [3] - There are two main models of the red-chip structure: equity control model (direct holding) and contractual control model (VIE structure) [3] - The general process for establishing a red-chip structure involves setting up an offshore holding company, typically in locations like the Cayman Islands or BVI, and establishing an intermediate holding company in Hong Kong for tax benefits and fund flow [3][4] Group 2: Steps in Establishing Red-Chip Structure - Step 1 involves setting up an offshore holding company and a Hong Kong intermediate holding company [3] - Step 2 includes cross-border restructuring and equity replacement, often through capital increase or equity acquisition, with sensitive industries requiring the use of VIE structures [4] - Step 3 focuses on creating a profit repatriation channel, typically through foreign-owned enterprises providing technical service fees to domestic entities [5] - Step 4 is the completion of the overseas listing, with the offshore holding company serving as the listing entity on target exchanges like NYSE or HKEX [6] Group 3: Challenges and Risks - Legal and policy risks include restrictions on sensitive industries using VIE structures and high compliance costs to meet both domestic and foreign regulatory requirements [9] - Foreign exchange controls and fund flow issues involve complex approval processes for profit remittance and potential anti-money laundering scrutiny [9] - Tax optimization challenges may arise from multi-layered structures leading to double taxation, necessitating the use of tax treaties to mitigate tax burdens [9] - The stability of VIE structures is contentious, with risks of domestic courts deeming VIE agreements invalid, impacting investor confidence and valuations [9] Group 4: Recommendations for Companies - Companies should plan for industry compliance by avoiding prohibited areas and consulting legal professionals [11] - Choosing appropriate offshore registration locations, such as the Cayman Islands or BVI for the listing entity and Hong Kong for tax optimization, is crucial [11] - Designing a tax firewall through multi-layered holding companies and utilizing compliant profit transfer pricing is recommended [11] - Strengthening VIE agreements by clearly defining control and profit rights and regularly assessing their legal validity is essential [11] Group 5: Conclusion - The red-chip structure serves as a "springboard" for small and medium enterprises to access international capital markets, albeit with complex legal, tax, and operational hurdles [12] - Investors should focus on the transparency of red-chip companies' structures and associated policy risks to avoid potential pitfalls [12]

如果说2025年之前，出海还只是部分公司的选择， 那在2025年之后，出海已经成为了一个"必答题"。 因为对于国内大部分企业来说，海外市场都是远大于国内市场的。 然而，在贸易战、关税壁垒和逆全球化冲击下，当前企业出海的风险和困难比大部分人想象的还要大， 为了提升企业出海的成功率， 我们已经把企业出海最容易失败的地方和重点注意事项逐一梳理好了， 就在最新上线的 《中国企业出海指南》 中。 中国企业出海指南 1.纸质资料《中国企业出海指南》 2.线上课程《境内企业赴美国上市的法律实务解读》 3.梧桐定制笔记本1个 中国企业出海指南 新品特惠 扫码 立减20元 《中国企业出海指南》共有 332页 ， 15.5万字 ，9个章节，主要从海外布局、监管要求、股权架构、 审批流程、交易文件、合规风险、税务考量、区域国别等角度出发，全景式梳理了企业出海的实务要 点。 境外投资的主要法律文件 操作时间境外投资敏感类项目 0 限制/禁止开展的境外投资 商务流程 ODI备案/核准流程 境外投资的常见流程与风险 ⊙ 没有办理ODI备案的后果 发改委备案/核准 3. 境外投资的境 商务部备案/核准 内审批流程 外汇登记 境外投资的境内 ...

Group 1 - The intermediary system for NASDAQ IPOs is crucial for connecting local operations with international capital markets, directly impacting the success rate and financing efficiency of listings [1] - Key intermediary institutions include investment banks, law firms, accounting firms, depositary banks, market makers, and public relations and investor relations consultants [1][27] - The article provides a comprehensive analysis of the roles, service offerings, fee structures, and selection strategies of these intermediaries, along with practical guidelines for 2025 market dynamics [1] Group 2 - Investment banks play a vital role in valuation pricing, roadshow strategies, and risk hedging, with underwriting fees ranging from 5-7% for amounts less than $100 million and 3-5% for amounts greater than $500 million [2][40] - Law firms are responsible for cross-border compliance, including VIE structure reviews and data security, with fixed fees between $500,000 and $2 million depending on complexity [3][4][40] - Accounting firms focus on financial restructuring and internal control establishment, charging between $500,000 and $1.5 million based on revenue [7][10][40] Group 3 - Depositary banks facilitate the issuance of American Depositary Receipts (ADRs) and cross-border settlements, with fees ranging from $50,000 to $200,000 [12][15][40] - Market makers manage liquidity and crisis response, charging annual fees between $100,000 and $500,000 [17][20][40] - Public relations and investor relations consultants assist in brand building and crisis management, with service fees ranging from $200,000 to $1 million [22][25][40] Group 4 - The overall fee structure for intermediaries in the IPO process can range from $200,000 to $600,000, accounting for 8-15% of the total financing amount [40] - Cost optimization strategies include selecting boutique investment banks for smaller fundraising and splitting auditing tasks to save costs [41] - The selection of intermediaries should consider industry expertise, regional experience, and crisis management capabilities [42][44] Group 5 - The intermediary system for NASDAQ listings exhibits a dual characteristic of "international rules + local adaptation," requiring firms to navigate both global standards and local regulatory environments [47][48] - Companies should prioritize intermediaries with capabilities that blend Western and Chinese practices to ensure compliance and efficiency in the IPO process [49]

Group 1: SoftCloud Technology - SoftCloud Technology successfully listed on NASDAQ on April 8, 2025, under the stock code RYET, raising $15 million by issuing 3.75 million shares at $4 each [1] - As of April 11, 2025, the stock closed at $4.76, representing a 19% increase from the issue price, with a current market capitalization of $161 million [1] - The company, founded in 2012 and headquartered in Nanchang, focuses on the K12 education sector, providing innovative teaching and learning tools through the use of the internet and artificial intelligence [1] Group 2: MasterBeef Group - MasterBeef Group successfully listed on NASDAQ on April 10, 2025, under the stock code MB, raising $8 million by issuing 2 million shares at $4 each [2] - Additionally, 1.81 million shares were sold by shareholders for $7.24 million [2] - As of April 11, 2025, the stock closed at $3.20, reflecting a 20% decrease from the issue price, with a current market capitalization of $5.44 billion [2] - The company operates 12 restaurants under the "MasterBeef" and "Anping BBQ" brands, specializing in Taiwanese hot pot and barbecue [2] Group 3: Nocen International - Nocen International successfully transitioned to NASDAQ on April 10, 2025, under the stock code CIIT, raising $7.16 million by issuing 2.17 million shares at $4 each [3] - The stock opened at $3.30, down 17.5% from the issue price, and closed at $2.60, marking a 35% decline, with a total market capitalization of $4.40747 million [3] - The company provides global logistics services, including booking and transportation arrangements [3] Group 4: Webull Corporation - Webull Corporation received approval from the China Securities Regulatory Commission for its overseas listing on April 8, 2025, through a merger with SK Growth Opportunities Corporation [4] - The company plans to issue up to 64,221,920 shares on NASDAQ, focusing on providing a comprehensive digital investment platform for individual investors [4] - Webull operates in multiple markets, including North America, Asia-Pacific, Europe, and Latin America, with 11 brokerage licenses globally [4] Group 5: CATL (Contemporary Amperex Technology Co., Limited) - CATL has passed the hearing for its potential listing on the Hong Kong main board, aiming to raise between $5 billion and $7 billion (approximately HKD 39 billion to HKD 54.6 billion) [6] - If successful, this would be the largest IPO in Hong Kong since Kuaishou's listing in 2021 [6] - Founded in 2011 and listed on the Shenzhen Stock Exchange in 2018, CATL specializes in the research, production, and sales of power and energy storage batteries [6] Group 6: Mingji Hospital - Mingji Hospital successfully passed the Hong Kong Stock Exchange hearing on April 11, 2025, after two previous failed attempts [7] - The hospital reported a revenue of RMB 2.659 billion in 2024, a slight decrease of 1.07% year-on-year, with a net profit of RMB 109 million, down 34.95% year-on-year [7] - Mingji Hospital is a leading private profit-oriented hospital group in mainland China, operating two comprehensive hospitals [7]