# Interpretation of the Filing Section Guidelines for the 2025 Revised Version of the Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (Trial) ## I. Policy Background and Core Revisions Since the implementation of the Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (Trial) in 2023, the China Securities Regulatory Commission (CSRC) has gradually built a full-chain regulatory system covering Variable Interest Entity (VIE) structures. The launch of the 2025 revised filing guidelines (hereinafter referred to as the "New Rules") marks the upgrading of regulation from "principled framework" to "refined rules", with the core focus on two directions: the "white list" system for VIE structures and industry-specific data outbound standards. ### 1. Analysis of the VIE Structure "White List" System The New Rules intend to link industry access with the legality of protocol control, forming a dynamically adjusted "white list" mechanism: - **Industry Classification Management**: Clarify the scope of industries allowed to adopt VIE structures, such as encouraged fields including internet technology and new energy, while industries such as education, finance, and data-sensitive sectors (e.g., surveying and mapping) are excluded. - **Compliance Threshold**: Enterprises need to prove the "non-substantial involvement of foreign capital" in protocol control, for example, verifying that the final beneficial owner has no foreign capital components through equity penetration, or ensuring core assets are controlled by domestic entities via business isolation. - **Case Reference**: In 2024, an online education enterprise was dissuaded from filing as it fell under the "compulsory education category", and later successfully entered the white list by stripping off subject training business and transforming into vocational education. ### 2. Refinement of Industry-Specific Data Outbound Standards The New Rules combine data classification with industry characteristics and establish differentiated review standards: - **Highly Sensitive Industries (e.g., finance, medical care)**: Require local data storage, only allowing anonymized statistical results to be transmitted overseas. - **Medium-Risk Industries (e.g., e-commerce, social platforms)**: Need to pass the cybersecurity review conducted by the Cyberspace Administration of China, prove that data outbound does not endanger national security, and have obtained explicit consent from users. - **Low-Risk Industries (e.g., manufacturing)**: Can adopt standard contracts or certification to simplify the filing process, but need to regularly submit data flow reports. - **Typical Case**: A ride-hailing platform had its filing suspended due to failure to complete the review of millions of user data, and later regained approval by establishing a domestic data center and introducing third-party audits. ## II. Process-Oriented Response Strategies for Enterprise Listing Path Selection ### Step 1: Pre-Communication and Industry Compliance Self-Inspection - **Pre-Communication**: Submit a pre-communication application to the CSRC to confirm whether the enterprise's industry falls within the white list scope. For example, an AI enterprise confirmed through pre-communication that its "smart hardware" business complies with the encouraged industry catalogue. - **Negative List Screening**: Screen potential risk points against the *Special Administrative Measures for Foreign Investment Access* and industry regulatory policies. For example, a fresh e-commerce enterprise involved in agricultural product geographic information data needs to additionally apply for compliance opinions from the Ministry of Agriculture and Rural Affairs. ### Step 2: VIE Structure Compliance Transformation - **Verification of Protocol Control Validity**: Retain domestic lawyers to issue legal opinions, focusing on reviewing the enforceability of control agreements (such as exclusive business cooperation agreements and equity pledge agreements) to avoid loopholes in "side agreements". - **Capital Flow Compliance**: Ensure round-trip investment complies with Circular 37 registration and foreign exchange management requirements. For example, a cross-border e-commerce enterprise resolved historical cross-border capital defects by retroactively completing outward direct investment (ODI) filing procedures. - **Alternative Structure Plan**: If the enterprise's industry is restricted, explore the "white glove structure" (state-owned capital proxy holding) or trust shareholding model, but communicate with regulatory authorities in advance to confirm feasibility. ### Step 3: Data Outbound Security Review - **Classification and Grading Management**: Label data according to industry standards. For example, a medical enterprise classifies genetic data as "important data" for local storage, and only transmits desensitized clinical conclusions overseas. - **Cross-Departmental Collaborative Review**: Data involving national security needs to be reviewed jointly by the Cyberspace Administration of China and industry competent authorities. An intelligent driving enterprise triggered cross-departmental security review due to high-precision map data, and completed rectification within 6 months. ### Step 4: CSRC Filing and Continuous Supervision - **Key Points for Material Submission**: Include white list industry certification, data security assessment report, legal opinions on control agreements, and other supporting documents. - **Post-Filing Compliance**: After listing, enterprises need to submit capital use reports every quarter to ensure no investment in sensitive fields. A new energy enterprise was required to supplement explanations as it used raised funds for overseas lithium mine acquisition. ## III. Future Trends and Recommendations - **Acceleration of Filing Transparency**: The CSRC may release typical cases of "green light industries" to reduce enterprises' compliance costs. - **Popularization of Data Localization Schemes**: Hybrid cloud architecture and domestic data centers will become standard configurations for Chinese concept stocks. Leading technology enterprises have taken the lead in cooperating with Alibaba Cloud and Tencent Cloud to build compliant storage solutions. - **Innovation of Alternative Structures**: The "trust + VIE" model may become a new option, which avoids the risk of foreign capital involvement by entrusting control rights to domestic trusts. ## Conclusion The implementation of the 2025 revised filing rules marks the shift of Chinese concept stocks listing from "structure-driven" to "compliance-driven". Enterprises need to take industry attributes as the anchor and pre-plan data and structure compliance paths, so as to gain the initiative in the Sino-US regulatory game. --- © 2021 Meishun (Hong Kong) Management Consulting Co., Ltd. and Meishun (Hangzhou) Management Consulting Co., Ltd. All rights reserved. Meishun Meiyin (Hangzhou) Consulting Management Co., Ltd. is the domestic subsidiary of Hong Kong Meishun Management Consulting Co., Ltd. under the same actual controller. Both companies are controlled by the same ultimate beneficial owner, and both comply with the laws of Hong Kong and mainland China.