CHINA Trends and Developments Contributed by: Steven Yu, Jeffrey Zhu, Jia Guo and Stella Jiang, Global Law Office
ing, compared with the filing time of applicants with - out the VIE structure, which is 7.1 months on average, it would take a longer period for those applicants with the VIE structure (10.7 months on average). Given the above observations, the reviewing pro - cess of CSRC under the New Filing Regulations has slowed down, causing a longer filing period compared with the year 2023 and the first half of 2024 (see our observation in China T&D for Chambers Private Equi - ty 2024), especially for the applicants with the VIE structure. This is primarily because of a rising trend of overseas listings and the continuous increase in the number of filing applications in the markets, leading to a significant increase in the workload of the regulatory authorities, including CSRC. Still, key elements that may influence the speed of the CSRC’s review pro - cess include, among others, whether an applicant has adopted or used the VIE structure for overseas listing, and in the case of applicants with the VIE structure, substantial scrutiny from various competent industry- specific authorities could be triggered or involved. Observation of market trends During the Observation Period, there were 157 issu - ers that successfully completed their overseas IPO and listing process (including those that obtained the filing notice from the CSRC in 2023 but completed the overseas IPO and listing process in 2024 and those that obtained the filing notice from the CSRC in 2024 but completed the overseas IPO and listing process in 2025), among which 101 issuers chose to conduct IPOs in the Hong Kong market (39) or de- SPACs (1), while 56 issuers chose to conduct IPOs in the US market (50) or de-SPACs (6). Specifically, among the 101 issuers that have issued shares and been listed in the Hong Kong market, the largest fund - raising amount reached approximately HKD35.657 bil - lion, while the smallest was about HKD85 million, and among the 101 issuers that have issued shares and been listed in the US market, the largest fundraising amount reached approximately USD750 million, while the smallest was about USD4.2 million. The scale of the fundraising amounts for most of the said issuers in the Hong Kong market is concentrated in the range of USD20 million to USD100 million, while for most of the said issuers in the US market, their fundraising scale is concentrated in the range of USD5 million to
USD10 million. During the first half of 2025, among 70 applicants that obtained the filing notice from the CSRC (excluding 21 applicants that applied separate - ly for the filing of the “full circulation” of H shares), 52 applicants chose the Hong Kong Stock Exchange as the listing exchange, and among 131 applicants whose submission of the filing applications have been accepted by the CSRC (excluding ten applicants that applied separately for the filing of the “full circulation” of H shares), 121 applicants chose the Hong Kong Stock Exchange as the listing exchange. Apparently, at time of writing, the Hong Kong capital market is more attractive to both Chinese enterprises that are seeking overseas listings and international investors that are interested in investing in China-based enter - prises than the US capital market or other capital mar - kets around the world. During the first half of 2025, 35 A-share listed compa - nies announced their intentions to prepare for H-share issuance and listing (far exceeding the number of announcements in 2024 for the entire year); in addi - tion, 11 A-share listed companies received the filing notice from the CSRC for overseas H-share issuance. Based on the response speed of the CSRC regarding the filing for overseas listings, the average filing time for A-to-H projects in Hong Kong was 112 days, which is almost half of the overall average filing time dur - ing the same period (ie, 221 days). This demonstrates the supportive attitude of the CSRC towards A-share listed companies issuing shares in Hong Kong, and reflects the positive and effective results achieved through the collaboration between Mainland China and Hong Kong in capital markets. Issuers with VIE structure: status quo During the Observation Period, a total of 28 issuers using the VIE structure have successfully obtained fil - ing notices from the CSRC; 20 of these were obtained in 2024 and eight of those were obtained in the first half of 2025, accounting for no more than 25% of the total issuers that chose indirect listing and completed the CSRC filing and no more than 14.5% of the total issuers that completed the CSRC filing, respectively. The scrutiny on applications with elements of the VIE structure by CSRC and other competent industry- specific authorities is being increasingly tightened,
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