Legal Supervision On Red-chip Listing

With the increase of capital requirements and the accelerated pace ofinternational capital flow, international finance has become an important means ofcorporate finance. The Red-chip listing model，as a new model of internationalfinance，has abstracted more and more attention of the enterprises in all countries andinvestors in recent years.This thesis mainly studies on the three typical steps for setting up the structurefor Red-chip listing. Through analyzing the relevant laws and regulations on Red-chiplisting in our country and its practical defects as well as the discussion and analysis ofthe good legislation and practice in international community and countries on theRed-chips listing, at the end of this thesis, the author puts forward a number ofrecommendations to establish and perfect the legal supervision system of our countryon Red-chip listing.This thesis is composed of five chapters:Chapter Ⅰ is an overview of Red-chips listing. Firstly, it introduces theinternationally accepted definition of the Red-chips listing and its legal characteristics;Secondly, the author analyses the internal and external reasons why enterprises inmany countries choose the Red-chip listing; Thirdly, further analyze the positiveeffect and side effect of the Red-chip listing to reach a correct view of the legalsupervision value of the Red-chips listing; Chapter Ⅱ mainly introduces the two most common models of the Red-chiplisting, including equity control model and protocol control model by makingreference of the words and flow charts; in addition, it also concludes and summariesthree typical steps for setting up the structure for Red-chip listing for further analysisand discussion below;Chapter Ⅲ elaborates relevant legal supervision system on Red-chip listing ininternational community and many countries (including U.S., UK and Japan), whichinclude the legal supervision on both of the listed company itself and its specific acts,the latter of which can be further divided into three aspects, e.g. the round-tripinvestment, foreign capital M&A and overseas indirect listing.The overall structure of Chapter Ⅳ is consistent with that of Chapter III. Itelaborates the legal supervision system on Red-chip listing in China, including thehistorical evolution of the legal supervision system and the legislative status quo,which includes the legal supervision on both of the listed company itself and itsspecific acts, the latter of which can be further divided into three aspects, e.g. foreignexchange registration related to the round-trip investment, foreign capital M&A andoverseas indirect listing. Base on the discussion above, it then further points out thepractice defects of the legal supervision system of Red-chip listing by analyzing somerelevant cases.Chapter Ⅴ combines the practical defects of the legal supervision system onRed-chip listing in our country with the good legislation and practice in internationalcommunity and countries on the Red-chips listing to put forward somerecommendations to improve the supervision on Red-chip listing in our country fromthe point of the view of policy adjustment, legislation modification (includinglegislative level, legislative framework, legislative content and legislative execution)and international cooperation (including the cooperation with the countries where theenterprises accomplish the Red-chip listing and where such enterprises establishedand other countries).