| On May 18,2015,along with the Beijing Baofeng Technology Co.,Ltd.as the first VIE structure to return to A-share stock market down as one of the Internet companies has created a miracle of 35 raising limits and successful landing.After after breaking up the VIE of Guiyang Longmaster Information and Technology Co.,Ltd.& Net263 Ltd.& Venustech Group Inc.,VIE enterprises return to domestic capital markets wave.is setting off once again.VIE(variable interest entity)model,also known as the protocol control mode in our country.Once because of restricted to special policies,it was popular for a time in seeking in the indirect overseas listing.Its operation value,about legal policy in the domestic level,not only makes the domestic related enterprises successfully avoids the domestic ban or restrict foreign investment industrial policies to enterprises having growth but lack of profitability and restricted by regulatory barriers caused by the financing demand,but also bypass the no.10 on m&a of examination and approval procedures.In addition,about foreign policies and laws on investment abroad,the SEC recognize the FIN46 clause on about VIE accounting term issued by the United States financial accounting standards board(FASB)and the VIE model has already adopted by the HongKong,makes Chinese concept stock successfully listed in HongKong and the United States in virtue of the VIE model.The so-called protocol control mode in China just on the basis of breakthrough the original regulatory desire of the VIE model to creative dredged the financing channel of the specific industry especially the TMT industry in China.Under the condition of strengthening governance to the VIE structure in the domestic,and the dramatic changes of domestic and foreign capital environment,driven by multiple factors,most of VIE enterprises have already set up the VIE structure or enterprises of building VIE structures are plotting to dismantle the original VIE structure through reverse the original financing route to return to the domestic capital market.Although the new article of No.196 issued by MIIT(Ministry of Industry and Information Technology of the People's Republic China)in 2015 greatly loosen the online data and transaction processing business,the restriction about the Ratio of Foreign Shareholders on profit e-commerce,but due to most of VIE structure enterprises are belong to the TMT industry,this is just remove policy barriers of some VIE architecture enterprises of the online data processing and transaction processing business return to the domestic capital market,and in accordance with Provisions on Administration of Foreign-Invested Telecommunications Enterprises,the Ratio of Foreign Shareholders limit exemption only applies to foreign investors of good performance and with a certain scale,that is to say,most of VIE model enterprises still need to dismantle the VIE structure.Due the VIE architecture enterprise controlled by agreement,operation and financing in the form of special round-trip investments,so it is restricted and regulated by different legal system and rule of law environment at home and abroad,the VIE structure split including but not limited to these the main legal issues need to be solved,such as the listed abroad VIE architecture enterprise to privatization,how to make foreign institutional investors of unlisted VIE structure enterprises exit investment,how to sure the listed main body,how to make control power and Employee Stock Ownership Plan return to home,etc.Articles by clarifying the above legal issues and compliance focus to be reviewed,puts forward some suggestions about institutional construction.Firstly,rely on strategic emerging industries board,actively introduce non-profit index combination to support VIE enterprises return.Secondly,to integrate the listed standard elements of VIE architecture enterprises,accelerate the VIE companies back to China.Finally,to use preferred stock vote mechanism and gradually loosen foreign ownership restrictions of some areas. |
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