On February 17, with the approval of The State Council, the China Securities Regulatory Commission issued the relevant system rules for the management of overseas listing records, which will be implemented from March 31, 2023.

There are six institutional rules issued this time, including the "Trial Measures for the Management of Overseas Issuance of Securities and Listing by Domestic Enterprises" (hereinafter referred to as the "Trial Measures for Management") and five supporting guidelines.

"Management Trial Measures" a total of six chapters 35, the main contents include: first, improve the supervision system. We will implement unified filing management for the direct and indirect overseas listing activities of domestic enterprises, and clarify the applicable circumstances for the direct and indirect overseas issuance of listed securities by domestic enterprises. Second, clear filing requirements. Clarify requirements such as the subject, time and procedure for filing the record. Third, strengthen regulatory coordination. We will establish a regulatory coordination mechanism for overseas issuance and listing of domestic enterprises, improve cooperation arrangements for cross-border securities supervision, and establish mechanisms for filing and reporting information. Fourth, clarify legal responsibilities. Clarify the legal responsibility for violations of laws and regulations such as failure to fulfill the filing procedures and falsification of filing materials, and increase the cost of violations. Fifth, make institutions more inclusive. In light of the actual opening up of the capital market and the needs of the market, relax the restrictions on the issuing objects of direct overseas listing under certain circumstances; Further facilitate "full circulation"; Relax restrictions on the currencies used to raise funds and pay dividends overseas to meet the needs of enterprises to raise RMB overseas. The supporting guidelines cover the application of regulatory rules, the content and format of filing materials, the content of reports, the communication of filing, and the filing of overseas securities companies, and further clarify and refine the filing requirements.

China Securities Regulatory Commission said that the country's direction of expanding the opening up of the capital market will not change, and the issuance and implementation of the overseas listing filing management system rules will better support enterprises to list overseas according to law and compliance, and use the two markets and two resources to achieve standardized and healthy development.

On cross-border regulatory co-operation, the China Securities Regulatory Commission (CSRC) and the Securities and Futures Commission of Hong Kong (SFC) signed a Memorandum of Regulatory co-operation (mou) on 17 February with a view to further strengthening regulatory co-operation on matters related to the listing of domestic enterprises in Hong Kong. The mou clarifies the arrangements and procedures for regulatory cooperation in areas such as issuance and listing, cross-border law enforcement cooperation, intermediary supervision, and information exchange. The signing of the mou will facilitate the China Securities Regulatory Commission and the Hong Kong Securities and Futures Commission to perform their respective regulatory duties, jointly crack down on cross-border illegal activities, protect the legitimate rights and interests of investors, and ensure the stable and healthy development of the two markets.

At the same time, in order to do a good job of the relevant work before and after the implementation of the "Management Trial Measures" to ensure a smooth, orderly and smooth connection, the China Securities Regulatory Commission issued the "Notice on the Management Arrangement for the record of Overseas Issuance and Listing of Domestic Enterprises" (hereinafter referred to as the "Notice") on February 17.

The "Notice" proposes that the "Management Trial Measures" will come into effect on March 31, 2023. As of the date of issuance of this Notice, the China Securities Regulatory Commission will stop accepting administrative license applications for overseas public offering of shares and listing (including additional issuance) of shares of limited companies, and will begin to receive applications for filing and communication. From the date of implementation of the Administrative Trial Measures, applications for filing shall be received.

For the administrative license applications for overseas public offering of shares and listing (including additional issuance) of joint-stock limited companies that have been accepted, before the implementation of the "Administrative Trial Measures", the China Securities Regulatory Commission will normally promote the relevant administrative license work in accordance with regulations. From the date of implementation of the "Management Trial Measures", domestic enterprises that have not obtained approval documents shall file with the China Securities Regulatory Commission as required.

According to the Notice, from the date of implementation of the "Management Trial Measures", domestic enterprises that are within the scope of filing, have been issued and listed overseas or meet the following circumstances, are stock enterprises: Before the implementation of the "Administrative Trial Measures", the application for indirect overseas listing has been agreed by overseas regulators or overseas stock exchanges (such as the Hong Kong market has passed the hearing, the US market has agreed to register and take effect, etc.), and there is no need to go through the regulatory procedures of overseas regulators or overseas stock exchanges for listing (such as the Hong Kong market re-hearing, etc.). And complete the overseas listing before September 30, 2023. Stock enterprises do not require immediate filing, and subsequent records such as refinancing should be filed as required.

The "Notice" shows that on the date of implementation of the "Management Trial Measures", domestic enterprises that have submitted valid overseas issuance and listing applications abroad and have not obtained the consent of overseas regulators or overseas stock exchanges can reasonably arrange the time of filing applications, and should complete the filing before overseas issuance and listing.

The notice said that for domestic enterprises that have been approved by the China Securities Regulatory Commission on overseas public offering and listing (including additional issuance) of shares by limited companies, they can continue to promote overseas listing within the validity period of the approval. If the approval document is not completed after the expiration of the validity period, it shall be recorded as required.

In addition, in order to make a good connection between the overseas listing of global depositary receipts of domestic listed companies and the issuance of corresponding new basic shares, the filing of global depositary receipts will be notified separately.