On March 31, 2023, the *Measures for the Administration of Overseas Issuance of Securities and Listing by Domestic Enterprises (Trial Implementation)* officially took effect, marking that overseas listings by Chinese enterprises have completely bid farewell to the "approval system" and entered a new era of the "filing system". This reform has reshaped the compliance logic for Chinese enterprises listing in the U.S., and also left many enterprises confused about filing exemption scenarios, practical operation procedures, compliance pitfalls and other issues. Combined with the latest regulatory practices in 2026, this article systematically breaks down the filing rules and exemption scenarios for Chinese enterprises listing in the U.S., to help enterprises efficiently advance their U.S. listing process. To determine whether an enterprise needs to fulfill filing obligations, the core principle of "substance over form" shall be followed, and the key considerations are the relevance of domestic business and the attributes of the listing entity, rather than simply taking the place of registration as the standard. The following 4 scenarios have clear legal basis or regulatory practice support, and can directly be exempted from filing. This is the most core and most implementable exemption scenario, pursuant to Article 15 of the *Measures for the Administration of Overseas Issuance of Securities and Listing by Domestic Enterprises (Trial Implementation)*: Only when the revenue, total profit, total assets and net assets of the domestic operating entity (subsidiary, affiliated company, etc.) in the latest fiscal year exceed 50% of the relevant data of the issuer's consolidated financial statements, shall it be recognized as "indirect overseas listing" and go through the filing procedures. Practical key points: Exemption conditions: The listing entity is registered overseas (such as Cayman, BVI), and all the above four financial indicators are lower than 50%; Case reference: A cross-border new energy equipment enterprise, whose domestic factory only undertakes the assembly link, accounting for 30% of the revenue, with R&D, sales and core assets all deployed overseas, and all four indicators not exceeding the threshold, successfully obtained filing exemption, first listed on the U.S. OTC market and then smoothly transferred to Nasdaq; Risk reminder: If a single indicator is lower than 50% but other indicators exceed the threshold, filing is still required; Behaviors of "fabricating exemption" such as splitting business or fabricating overseas operations may trigger regulatory accountability. If the listing entity is registered overseas, has no domestic operating entity or carries out any domestic business, with core assets, core team and business activities all overseas, and only its shareholders are Chinese citizens or domestic enterprises, it is essentially "overseas enterprises listing in the U.S." with no substantial connection to mainland China, and does not need to file with the CSRC. Typical scenario: A Chinese citizen establishes a technology company overseas, whose core business focuses on the European and American markets, with no domestic branches, domestic revenue or assets. When listing in the U.S., it only needs to comply with the relevant regulations of the U.S. SEC, and does not need to go through the CSRC filing procedures. If a domestic enterprise has completed the U.S. listing filing, subsequent refinancing in the same market (such as Nasdaq, NYSE) (such as seasoned equity offering, issuance of convertible bonds) does not require going through the complete filing process again, and only needs to report the relevant situation through the CSRC filing system within 3 working days after the completion of the issuance. Supplementary note: If the refinancing involves cross-market (such as listing in the U.S. first and then refinancing in Hong Kong), the filing procedures shall be performed in accordance with the new regulations. Stock enterprises that obtained U.S. SEC registration approval before March 31, 2023, the implementation date of the filing system, and completed their U.S. listings before September 30, 2023, do not need to make up the filing immediately; If they involve refinancing, transfer listing and other matters in the future, they shall perform the filing procedures as required. Data reference: As of January 2026, 91 Chinese enterprises have successfully obtained the CSRC U.S. listing filing notices, including some cases of subsequent refinancing filings by stock enterprises. Excluding 4 enterprises that filed twice or withdrew their applications, the overall filing pass rate remains high. Enterprises in sensitive industries such as internet, data security, biomedicine and high-end manufacturing shall communicate with the CSRC in advance to confirm the filing requirements even if their domestic business proportion is lower than 50%; If national security review is involved, the security review procedures shall be completed first before proceeding with listing-related work. If an enterprise does not meet the above exemption scenarios, it shall complete the CSRC filing as required. The core of the filing system is "compliance filing rather than examination and approval", but the process is rigorous and the material requirements are strict. The following core rules are recommended for enterprises to collect for practical operation. Direct overseas listing: A joint stock company established and registered in mainland China, directly issuing securities and listing in the U.S. (such as a domestic company conducting IPO directly on Nasdaq), and the issuer shall file by itself; Indirect overseas listing: A listing entity registered overseas, which meets the conditions of "domestic business proportion exceeding 50%" or "business activities mainly in mainland China, core executives mostly being Chinese citizens / resident in mainland China", shall designate the main domestic operating entity as the responsible person to handle the filing procedures. Supplementary note: Enterprises listing in the U.S. through SPAC merger, backdoor listing, OTC transfer and other methods shall perform the filing procedures if they meet the above scenarios. As of January 2026, 9 Chinese enterprises have obtained filing approval through the SPAC merger model, including key enterprises such as Wuhan Lotus Tech, which has become an important supplementary path for U.S. listings. Direct listing: Domestic issuer (domestic joint stock company); Indirect listing: "Main domestic operating entity" designated by the overseas issuer (such as the core business subsidiary); Transfer of unlisted domestic shares to overseas listing: Filed by the entrusted domestic enterprise. Initial IPO: Submit filing materials within 3 working days after submitting the listing application documents to the U.S. SEC; Refinancing in the same market: Report within 3 working days after the completion of the issuance; Cross-market listing: File within 3 working days after submitting the listing application to the new market; Merger / share exchange listing: For those without overseas application documents, file within 3 working days after the first announcement of the transaction arrangement; Filing validity period: If the listing is not completed within 12 months after the issuance of the filing notice, the filing materials shall be updated. Registration and login: Register through the CSRC Online Service Platform (neris.csrc.gov.cn). For technical issues, you can contact the mailbox guojibu@csrc.gov.cn for feedback; Material submission: Upload necessary materials such as filing reports and legal opinions as required; Review feedback: If the materials are complete, the CSRC will complete the review within 20 working days; If the materials are incomplete, the CSRC will notify the supplementation within 5 working days (the time for supplementation is not counted in the review time limit); For cases involving national security or sensitive industries, opinions may be solicited from relevant departments (the time for soliciting opinions is not counted in the time limit); Completion of filing: After the review is passed, the CSRC will publish the filing information on its official website, and the enterprise can obtain the filing notice and proceed with subsequent processes such as roadshow and pricing; Subsequent reports: Report the listing situation within 15 working days after the completion of the listing; Timely report major events during the listing period. The core of filing is to verify "compliance", and the materials shall be true, accurate and complete without false records, with key contents including: Filing report (core): Explain the basic situation of the enterprise, overseas listing plan, domestic business layout, equity structure (special explanation required for VIE structure, including structure diagram and risk disclosure), use of proceeds, etc.; Legal opinion: Issued by a domestic law firm, confirming that the equity is clear, there are no major ownership disputes, and it complies with foreign investment and data security regulations; Financial audit report: Audited by domestic and foreign recognized audit institutions, covering consolidated financial data of domestic and overseas entities, focusing on explaining the proportion of domestic business; Listing-related documents: Listing application documents submitted to the U.S. SEC (such as F-1 prospectus), notice of acceptance from the overseas exchange; Supplementary materials: Shareholder information (through-the-ownership check), core qualification certificates, data outbound compliance materials (such as self-assessment report), state-owned asset management documents (applicable to state-owned enterprises), etc. Reasons for refusing filing or imposing regulatory penalties: Failure to file within the prescribed time limit, or false, omitted or misleading statements in the filing materials; The enterprise, its controlling shareholder or actual controller has committed criminal offenses such as corruption and bribery in the past 3 years, or is under investigation for major violations; Overseas listing may endanger national security, or the national security review has not been completed; Involved in the negative list of foreign investment, and relevant approval has not been obtained; Non-compliant VIE structure, failing to fully disclose the details of the agreement control and data security risks; Failure to report major events as required after listing, or failing to report refinancing in accordance with regulations. Practical operation suggestions: 1. Accurate judgment: Compare the 4 exemption scenarios to check the proportion of domestic business and the attributes of the listing entity. For enterprises close to the 50% threshold, it is recommended to communicate with the CSRC in advance to avoid misjudgment; 2. Start preparation early: Sort out the equity structure, financial data and compliance qualifications at least 6-12 months in advance. Enterprises with VIE structure need to focus on improving compliance design and preparing special explanation documents; 3. Seek professional support: Entrust securities firms, law firms and audit institutions with experience in overseas listing filings to assist in material preparation and regulatory docking. The practice of 91 successfully filed enterprises shows that professional teams can greatly improve filing efficiency and avoid compliance risks. Current Sino-U.S. audit regulatory cooperation has been normalized. After the signing of the 2022 Sino-U.S. audit regulatory cooperation agreement, the PCAOB has completed inspections of accounting firms in mainland China and Hong Kong, creating a more stable regulatory environment for Chinese enterprises listing in the U.S. The core of the filing system is "compliance leadership" rather than "restricting listings". Against the background of global financing, enterprises can only efficiently connect to the U.S. stock market and smoothly achieve the goal of global financing by clarifying the rules in advance, avoiding compliance risks and making full preparations. © 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. 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