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 ...

目前A股IPO审核态势趋严，越来越多有意上市的企业开始在香港寻找上市机会。日前，中国政府及香 港特区政府推出了一系列政策措施推动香港资本市场的发展，让许多曾经没有机会上市的企业看到了希 望。 那么，对于企业和各类中介机构，在新的香港市场下，赴港上市有哪些新变化、新规定、新要求？在具 体实务过程中又有哪些需要我们注意的要点？ 我们在此做了简单的梳理，以期帮助大家快速掌握 目前香港上市的制度与业务流程、发行架构、上市 模式，以及法律和财税等实务要 点： 境内企业选择香港联交所 香港联交所的融资优势与对创新科技企业的包容 的重要原因 香港政府对于证券市场的支持 香港交易及结算所有限公司 (港交所) 香港资本市场的 香港联合交易所有限公司 监管主体及职责 (香港联交所) 香港证券及期货事务监察委员会 (香港证监会) 主板（Main Board） 上市板块选择- GEM (Growth Enterprise Market) -上市规则框架和财务要求 - 特专科技公司的行业名单和上市条件 - 不同赴港主板上市情形下有关上市资格的规则适用 营业记录及财务资格 管理层延续性 香港联交所 拥有权和控制权延续性 上市板块及上市条 ...