Research On The Legal Regulation And Supervision Of Chinese Enterprise Listing Aboard Through SPAC

Special Purpose Acquisition Company is the most high-profile financing and listing vehicle in the capital market in recent years.SPACs originated from blank check companies in the U.S.securities market in the 1990 s.Under the background of massive securities frauds and strict financial regulation in the United States,SPACs inherited some features of blank check companies.However,after 30 years of structural reform,SPAC has gradually evolved into a radically different thing.As a kind of shell company,SPAC has no genuine business plan and operating history,and its purpose of existence is to raise funds through listing and to complete mergers with business entities.Modern SPACs have formed a unique self-regulatory logic through internal incentive structures and market regulation.With the improvement of SPAC’s financing status in the global capital market,the Singapore Stock Exchange and the Chinese Hong Kong Stock Exchange have both launched the SPAC listing regulatory framework in 2021.These two regulatory frameworks have important implications for the development of modern SPACs.Based on the development history of overseas SPACs,this paper compares the SPAC regulatory models in the United States,Singapore,and Chinese Hong Kong,studies the way Chinese companies participate in SPACs,and discusses the potential legal risks of Chinese companies’ SPAC listing under the current domestic regulatory framework.The regulatory model of Chinese companies’ SPAC listing under the influence of the new regulations.This paper consists of five chapters in total.The first chapter mainly discusses the three evolutions of SPACs since 1990 and explores the external motives that promote the development of SPACs.Based on some important time nodes of the changes in the U.S.regulatory policy on SPACs and the structural changes of SPACs,this paper examines the U.S.capital market conditions and regulatory policies in various stages and explores the structural changes and development of SPACs under different market factors and regulatory condition.This section restates the essential attributes of SPACs as financial instruments,distinguishing them from fraudulent blank-check companies and mere arbitrage vehicles.In addition,this chapter distinguishes market factors and the interaction of regulatory changes and SPAC development,analyzes how SPACs in different periods respond to changes in U.S.securities regulatory rules by adjusting institutional design.And this chapter combines the theory of the relationship between financial innovation and financial regulation to provides a reference for the subsequent exploration of the Chinese model of SPAC supervision.The second chapter mainly analyzes the operation mode of modern SPAC,the internal autonomous mechanism of SPAC and its defects.Starting from the life cycle of SPAC,the operation mode of each stage of SPAC is analyzed,and the potential risks of modern SPAC are explored.This chapter also examines the capital structure of the SPAC before and after the merger,in order to clarify the roles of the various interest groups participating in the SPAC in the operation of the SPAC.Furthermore,this chapter studies on the design of incentive systems for various interest groups in the modern SPAC structure,examines the implementation effects of these incentive systems from both theoretical and practical levels,deeply analyzes the interest game between SPAC interest groups,and then explores the potential risks of internal organizational structure of SPACs.The third chapter mainly sorts out the SPAC regulatory framework proposed by the Singapore Stock Exchange and the Chinese Hong Kong Stock Exchange.To conduct normative analysis and comparative research on the regulatory rules in Singapore and Chinese Hong Kong,three key aspects of SPAC supervision are selected,namely the qualifications of SPAC participants,the capital structure of SPACs,and the approval of mergers and acquisitions with SPACs,Through the comparison with the US regulatory model,this chapter explores the innovations in the regulatory framework and institutional characteristics of Singapore and Chinese Hong Kong.From the perspective of investor protection,this chapter analyzes the investor protection system designs of the three regulatory frameworks in the United States,Singapore and Chinese Hong Kong.The fourth chapter mainly studies the way Chinese companies participate in SPAC listing,the conflict between the SPAC system and Chinese laws and regulations,and the regulatory defects of Chinese companies’ SPAC listing.The research in this chapter points out how Chinese companies participate in SPACs under the existing domestic and overseas regulatory frameworks,including serving as SPAC sponsors,becoming SPAC M&A targets,and participating in SPAC as investors.This chapter focuses on the two situations in which Chinese companies act as SPAC sponsors and go public through mergers and acquisitions with SPACs.Combined with the mergers and acquisitions of United Family Healthcare by New Frontier Tianyu,as well as the SPAC listing cases of Chinese companies such as Ucommune,Midland English,and Kaixin Auto,to explore China Legal regulations and regulatory problems that companies will face when participating in SPAC listings and summarize the impact of current domestic laws and regulatory rules on Chinese companies participating in SPACs.Chapter 5 mainly analyzes two new regulation documents issued by the China Securities Regulatory Commission.This Chapter explores the impact on the regulatory framework of overseas indirect listing,analyzes the changes in SPAC regulatory policies under the new those new regulations.Finally,this chapter puts forward suggestions on the domestic legal regulation and supervisory ideas of Chinese enterprises’ SPAC listing,combining the previous three chapters with the research on SPAC regulatory history,regulatory theory and foreign regulatory experience.