At the start of 2026, the regulatory framework for overseas listings by domestic enterprises via the private red chip structure has undergone a critical tightening. Regulators have explicitly defined the scope of application for VIE (Variable Interest Entity) structures, and overseas listing filings for enterprises using the contractual control model in industries outside the white list will be directly rejected. This policy not only strengthens the principles of "piercing regulatory scrutiny" and "substantive compliance", but also draws clear red lines for the cross-border listing paths of private enterprises and technology-based enterprises. This article combines the latest regulatory updates and core regulations to break down the policy key points, risk cases and compliance solutions. The private red chip structure takes a domestic natural person (founder/core shareholder) as the controlling entity. The typical path is: "Domestic natural person → BVI holding platform → Cayman listing entity → Hong Kong SPV → Domestic WFOE (controlled via contractual/equity arrangements)". Its core characteristics and regulatory requirements are as follows: The core change of the 2026 policy is to deeply tie the application of VIE structures to industry attributes, forming a regulatory pattern of "applicable within the white list and strictly prohibited outside the white list", completely ending the gray operating space in the previous "fuzzy zone". The current VIE application white list is centered on the "encouraged industries" in the *Special Administrative Measures for the Access of Foreign Investment (2024 Edition)*, mainly including: New-generation information technology: Artificial intelligence, industrial internet, cloud computing (non-sensitive data areas), high-end software; High-end manufacturing: New energy vehicle industrial chain (batteries, motors, electronic control systems), aerospace and aviation equipment, precision instruments; Green and low-carbon development: Photovoltaic, energy storage, hydrogen energy-related technology R&D and applications; Biomedicine: Innovative drug R&D, medical devices (non-implantable, non-gene editing). Additional requirements for white list enterprises: They need to submit proof of "no substantive foreign capital involvement", including materials such as equity penetration showing no foreign capital components, core technologies/intellectual property rights belonging to domestic entities, and no interference from overseas related parties in the decision-making layer. The following industries are explicitly excluded from the VIE application scope, and filing applications for enterprises using the contractual control structure will directly trigger "non-filing eligibility": Foreign investment restricted/prohibited industries: Education (K12, vocational training), finance (banks, insurance, payment services), genetic testing, mapping and surveying, press and publication; National security-related industries: Data security (processing sensitive data, information of over 1 million users), national defense and military industry supporting projects, critical information infrastructure; Industries under special supervision: Medical cosmetology (involving medical qualifications), tobacco supporting industries, wild animal breeding and processing. Typical case: At the end of 2025, a mapping and surveying enterprise attempted to list in Hong Kong via the private red chip + VIE structure. As mapping and surveying falls under "foreign investment prohibited industries + data-sensitive fields", its filing materials were rejected within 10 working days after submission, with no room for rectification or supplementation. The pre-filing structure setup and intermediary fees were all wasted. The 2026 private red chip policy is not a "new regulation", but a refinement and stricter enforcement of existing regulations, with three core documents as the basis: Core clauses: Articles 14 and 15 include the private red chip structure under filing supervision, clarifying that "where the proportion of domestic business exceeds 50% or the main operations are conducted in China, filing is mandatory"; Article 8 directly lists "contractual control outside the VIE white list" as a "non-filing eligible situation". The regulatory logic is: to avoid enterprises using "overseas listing entities" as a guise to finance domestic businesses while evading domestic supervision, through the principle of "substance over form". Additional 2026 requirements: When handling the foreign exchange registration under Circular 37 for domestic natural persons, additional "industry attribution certificate" and "VIE structure compliance statement" must be submitted. Enterprises outside the white list will directly fail to complete the registration, blocking the channel for capital outflow. Key impact: Circular 37 is the "lifeline for capital" of the private red chip structure. Without completing the registration, domestic capital cannot flow out, and overseas fundraising cannot be repatriated compliantly, rendering the structure ineffective. Core connection: The VIE white list is directly based on this list, and industries classified as "prohibited" or "restricted" in the list are excluded from the VIE application scope. Regulatory bottom line: It is explicitly stated that "VIE structures intended to circumvent foreign investment access restrictions are invalid". Even if an enterprise completes overseas listing, it may face risks such as the VIE agreement being deemed invalid and administrative penalties. For enterprises intending to list overseas via the private red chip structure, the 2026 compliance requires strictly following the three-step method of "industry research → structure optimization → filing preparation": Action 1: Entrust professional institutions (such as cross-border law firms, NDRC filing consulting agencies) to issue an *Industry Attribution Opinion Letter* to confirm whether the enterprise falls within the VIE white list; Action 2: If involved in "marginal fields" (such as operating both technology and data services), communicate with the local NDRC and commerce department in advance to obtain an "oral industry qualification opinion" (which can be used as supplementary filing materials); Risk warning: Do not hold the fluke mentality of "file first and adjust later". In 2026, the regulatory authority adopts a "one-vote veto system" for the industry attribute of VIE structures, with no room for flexibility. Scenario 1: Belongs to white list industries —— Adopt a structure with "equity control as the mainstay and contractual control as supplementary", with VIE agreements only used for supplementary control (such as intellectual property authorization) to avoid "pure contractual control"; Scenario 2: Belongs to industries outside the white list —— If it is a "foreign investment restricted industry" (such as some medical devices): Carry out "domestic equity restructuring" to strip restricted businesses into purely domestic-owned companies, with the listing entity only holding non-restricted businesses; If it is a "foreign investment prohibited industry" (such as education, finance): Abandon the private red chip + VIE structure entirely, and switch to direct H-share listing or listing on the domestic STAR Market/ChiNext Board. Required filing materials: - *Compliance Operation Certificate* issued by the industry competent authority (e.g., technology enterprises need a seal from the Science and Technology Bureau); - Equity penetration report (proving no foreign capital components and no hidden holdings); - Legal opinion on VIE agreement compliance (clarifying that the agreement terms match the business with no profit transfer loopholes); - Certificate of completion of Circular 37 registration, ODI filing documents (if any); - Connect with the CSRC filing communication system 3 months in advance, and conduct pre-communication on "industry qualification and structure compliance" to reduce the number of inquiries during formal filing. From the end of 2025 to the present, the supervision of the private red chip structure has shown two major trends: Deepened penetrating supervision: Regulators not only check the "surface structure" but also conduct penetrating verification of "actual controller’s capital source, core asset ownership, profit transfer path" to avoid "shell structures" evading supervision; Multi-department collaborative supervision: When filing with the CSRC, opinions will be solicited simultaneously from the NDRC (foreign investment access), the Cyberspace Administration of China (data security), and the industry competent authorities to form a "regulatory synergy". Enterprises do not need to communicate with multiple departments separately, but must meet the requirements of all departments. The core logic of the 2026 private red chip policy is to "balance the convenience of cross-border financing and national economic security": it opens overseas financing channels for high-quality technology enterprises while closing the loophole of "evading supervision" through the VIE white list. For enterprises, do not attempt to "cut corners", and keep three points in mind: 1. Industry attribute is the prerequisite: For enterprises outside the white list using VIE structures, no matter how "sophisticated" the structure is, the filing will definitely be rejected; 2. Pre-compliance is the key: Circular 37 registration, industry qualification, and structure setup must be completed before engaging intermediaries, to avoid excessive rectification costs later; 3. Professional empowerment is the guarantee: Choose an intermediary team (such as law firms, investment banks) that has successfully completed private red chip filing cases after 2025, and avoid falling into pitfalls by relying on "old experience". In the future, as the regulatory system continues to improve, the compliance threshold for private red chip structures may further increase. Only by accurately grasping the policy red lines and laying a solid compliance foundation can enterprises legally use the overseas capital market for development. © 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 under the same Chinese management and comply with the laws of Hong Kong and mainland China.