CHINA Trends and Developments Contributed by: Steven Yu, Jeffrey Zhu, Jia Guo and Stella Jiang, Global Law Office
“reasonable period”, and when the “reasonable peri - od” expires, the redemption rights are extinguished. As to the exercise period, the Q&A merely recom - mends a six-month period and does not prohibit any longer reasonable periods based on specific circum - stances. However, as stated in a recent judgment in 2025 by a local court in Beijing, the Q&A is neither legislation nor formal judicial interpretation and the opinion in the Q&A shall not be applied. It is also worth noting that no judgments after the publication of the Q&A are found to treat redemption rights purely as the right of claim (though some of them recognise redemption rights as hybrid rights combining right of formation and the right of claim). The judicial views on the nature of redemption rights require further observations. For an investor, if the redemption right is triggered in its transaction docu - ments with the investment targets, it is recommended to exercise such right promptly and keep written evi - dence of the investor’s execution of the right. For port - folio companies or other shareholders, it is suggested to specify a clear exercise period of the redemption right in transaction documents, with an automatic expiration mechanism if it is not exercised. China’s New Regulations for Overseas Listing Filing – the Second Anniversary Review and Outlook It has been over two years since 31 March 2023, when the China Securities Regulatory Commission (CSRC) promulgated the Trial Measures for the Administra - tion of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), and five supporting rules for regulatory guidance (collectively, the “New Filing Regulations”) came into effect. As the regulatory environment for going public in China’s domestic stock market was tightened in 2024, a large number of Chinese enterprises are seeking opportuni - ties for overseas listing. Against this setting, market players are paying close attention to the practice in implementing the New Filing Regulations, aiming at making the outcome of their relevant decision-making and activities more predicable towards their ultimate goal, that is, successfully obtaining the green light from CSRC for overseas listing. This section reviews the implementation effects of the New Filing Regula -
tions for the past one-and-a-half years since 2024 and hopes to provide some key takeaways. Overview of implementation practice According to information published by the CSRC, during the period from 1 January 2024 to 30 June 2025 (“Observation Period”), 195 applicants (exclud - ing those that applied separately for the filing of the “full circulation” of H shares) obtained the filing notice from the CSRC, with 125 for 2024 and 70 for the first half of 2025, respectively. According to our rough calculation based on pub - licly available information from the CSRC during the Observation Period, among the 195 applicants that have obtained the filing notice from the CSRC: • 121 applicants chose the Hong Kong Stock Exchange as the listing exchange, and 68 appli - cants chose to list on US capital markets (consist - ing of 67 applications for Nasdaq and only one application for the New York Stock Exchange), four applicants chose the Taiwan Stock Exchange Corporation and two applicants chose Singapore Exchange; • 74 applicants chose overseas direct listing as the listing model, and 121 applicants chose overseas indirect listing as the listing model; and • among the 121 applicants that chose indirect list - ing, 93 applicants are issuers operating without the variable interest entity (VIE) structure, and the remaining 28 applicants are issuers operating with the VIE structure. Based on our rough estimate, among applicants that have received a filing notice from the CSRC since the implementation of the New Filing Regulations during the Observation Period, the average time from receipt of the filing application by the CSRC to the issuance of the filing notice is nearly seven months, with the minimum and maximum review periods being less than one month and more than 23 months, respec - tively. During the Observation Period, applications for overseas direct listing appear to have a prominent advantage over applications for overseas indirect list - ing in terms of the average length of time required (ie, approximately 5.6 months and 7.8 months, respec - tively); among applications for overseas indirect list -
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