Publication
Government Investigations in Singapore 2025
We have contributed the Singapore chapter of Getting the Deal Through, Government Investigations 2025.
China | Publication | October 2023
On 17 February 2023, the China Securities Regulatory Commission (CSRC) released “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies” along with relevant notes and five regulatory guidelines (collectively, the New Overseas Listing Rules), which came into effect on 31 March 2023. The New Overseas Listing Rules introduced a new filing regime for overseas public offerings and listings by China-based companies. Companies incorporated outside of China (e.g. in the Cayman Islands) by Chinese individuals, but with their main business operations in China, must undertake a filing with CSRC when they seek an IPO on any capital market outside of Mainland China (CSRC Filing).
This CSRC Filing requirement also applies to, if relevant thresholds are met, overseas-incorporated companies operating in Mainland China under a “variable interest entity” structure (VIE Structure), typically in business sectors that are subject to foreign ownership prohibitions or restrictions (VIE-structured Companies)1. At the time when the New Overseas Listing Rules were promulgated, there was speculation in the market as to whether these VIE-structured Companies would be able to complete a CSRC Filing for their overseas listings. CSRC’s recent practice has shed some light on this issue.
On 14 and 15 September 2023, CSRC released two filing acknowledgement notices on its official website indicating the completion of CSRC Filings by two VIE-structured Companies. These are the first two examples of such companies which have successfully completed CSRC Filings under the New Overseas Listing Rules.
We set out below a brief introduction to these two VIE-structured Companies based on publicly available information:
Company name | J&T Global Express Limited (J&T) |
Place of incorporation |
Cayman Islands |
Stock exchange to be listed | Hong Kong Stock Exchange |
Corporate structure summary2 |
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Main business |
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Reasons for adopting VIE Structure |
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Company name | Cheche Technology Inc. (CCT) |
Place of incorporation |
Cayman Islands |
Stock exchange to be listed | Nasdaq |
Corporate structure summary |
|
Main business |
|
Reasons for adopting VIE Structure |
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Both the filing acknowledgement notices issued by CSRC to J&T and CCT include, amongst others, the following requirements:
The success of J&T and CCT in their CSRC Filings under the New Overseas Listing Rules conveys a positive message to the market. They demonstrate that CSRC Filings for overseas listings by VIE-structured Companies could be completed (subject of course to CSRC’s case-by-case review and discretions), even if the operating entity under this structure operates in a business sector in China which is prohibited or restricted from foreign ownership or investment.
Publication
We have contributed the Singapore chapter of Getting the Deal Through, Government Investigations 2025.
Publication
The private credit market and direct lending have grown and diversified immensely in the past decade, offering alternative sources and terms of debt compared to those historically provided by the syndicated leveraged loan and public issuance markets. Consequently, they are fast becoming pivotal components in the capital ecosystem, so much so that the Bank of England consider that the private credit market is currently responsible for approximately $1.8 trillion of debt issuance, which is four times its size in 2015. This growth has been particularly pronounced in Europe and the US but there has also been significant activity in Asia.
Publication
The EU’s Artificial Intelligence Regulation, commonly referred to as the AI Act, is expected to come into force during the summer of 2024 (the AI Act). The AI Act will be the first comprehensive legal framework for the use and development of artificial intelligence (AI), and is intended to ensure that AI systems developed and used in the EU are safe, transparent, traceable, non-discriminatory and environmentally friendly.
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