Recently, I’ve been chatting with friends who work in foreign trade, and quite a few asked about one thing: It’s heard that some enterprises adjusted their corporate structure to bypass CSRC filing and listed directly on Nasdaq. What’s going on here? Is this compliant?
This is not a grey-area operation, but a precise adaptation of regulatory rules. After the new regulations took effect in 2023, the trigger threshold for overseas listing filing is two-dimensional: more than 50% of financial indicators are in China, plus that operation and management are mainly conducted within the country. Only when both conditions are met will it be recognized as "overseas listing by a domestic enterprise" and require filing. In other words, if an enterprise can break both of these conditions and shift its financial and management focus overseas, it will not be recognized as a "domestic enterprise" by regulators, and naturally does not need to go through the filing process.
      
"Three-Tier Golden Structure": Restructuring the Business Framework
01

The core of this logic is to truly complete the restructuring of the business structure, not just a paper-based relocation. The common practice is to set up a "Three-Tier Golden Structure": a Cayman company serves as the US stock listing platform, a Hong Kong or Singapore company undertakes core businesses such as sales, brand management and customer relationship management, while only production and basic operations are retained in China, and profit-generating links such as R&D, pricing and settlement are stripped off. As a result, the revenue, profit, total assets and net assets of the domestic entity in the consolidated statements are all below 50%, so the financial threshold is naturally met.

       
"Going Global with Operations and Management": An Indispensable Key Step
02

But solving only the financial aspect is not enough. Regulators also require "going global" in terms of operations and management: the CEO and CFO must be permanently stationed overseas, major decisions are made overseas, and most members of the board of directors hold overseas identities. The domestic team is only responsible for execution, not direction-setting. This step is easily overlooked by many enterprises, and it is also the part that is easily detected through "piercing review".

       
Mandatory Hard Constraints
03

There are several mandatory hard constraints that cannot be omitted: Founders holding overseas shares must complete the registration under Notice No.37; outbound investments must go through ODI filing; intermediate holding companies must have substantial operations and cannot be shell companies; for cases involving cross-border data transfer, compliance filing shall be conducted in accordance with the Measures for Security Assessment of Data Cross-Border Transfer, especially for foreign trade enterprises with customer orders and supply chain data, and this part cannot be taken lightly.

       
Essentially a Globalization Transformation, Not a Shortcut to Listing
04

This path is not a shortcut, but a true globalization transformation—turning the company from a "Chinese enterprise going global" into a "global enterprise with a presence in China". Foreign trade enterprises in sectors such as apparel, home goods and electronic accessories have already successfully taken this path, and the core logic has been verified. For traditional foreign trade companies that already have overseas businesses, brands and customer resources, this is not just a listing skill, but also an opportunity for self-upgrading.

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