Fifteen Eighty Four

Over the past several decades, capital markets have become increasingly globalised, with major international financial centres such as the US, the UK, Hong Kong, and Singapore engaging in fierce competition to attract listings from foreign companies. There has been a longstanding debate about the benefits and risks of cross-border listings and the regulatory approaches governing them.

As the world’s second-largest economy, China is a major source of companies seeking overseas listings. These overseas-listed Chinese companies have played a significant role in host markets, with important implications for international securities regulation. It is therefore critically important to develop a proper understanding of China’s approach to the development and regulation of cross-border listings, particularly at a time of ongoing and escalating geopolitical tensions.

This book represents a serious attempt to address this need. Specifically, it examines several important questions, including: why Chinese companies pursue cross-border listings; under what circumstances Chinese courts may exercise the extraterritorial jurisdiction of securities law in matters relating to such listings; how national security considerations may affect cross-border listings; how the legality of the variable interest entity (VIE) structure should be assessed; how China–US audit oversight disputes have evolved; how cross-border securities misconduct should be regulated; whether foreign securities judgments can be recognised and enforced in China; and whether China will further open its capital markets to allow foreign companies to list. These issues revolve around the central concern of investor protection, which is already challenging in a purely domestic context and becomes even more complex in a cross-border setting, where regulatory and judicial cooperation across jurisdictions is required.

The book has several key features that will benefit readers. First, it offers a comprehensive and up-to-date account of the cross-border listings of Chinese companies, enabling readers to develop a holistic and accurate understanding of this important area of law. Second, it provides a context-based and practical analysis of the subject from a Chinese perspective. To this end, the book not only explains what the law is, but also why it has developed in its current form within China’s specific institutional context. Finally, it goes beyond the letter of the law to examine the political, economic, and social factors that shape the environment in which the law operates. This broader perspective helps readers understand the rationale behind past regulatory actions and anticipate future developments. In sum, the book is of both theoretical and practical significance for understanding the regulation of cross-border listings from a Chinese perspective.

The book has received warm endorsements from a diverse group of internationally renowned scholars, including John Armour (Oxford Law Faculty), John C. Coffee Jr. (Columbia Law School), Eilís Ferran (Cambridge Law Faculty), Jill E. Fisch (University of Pennsylvania Law School), Jesse M. Fried (Harvard Law School), and Curtis J. Milhaupt (Stanford Law School). It also features thoughtful forewords from two key figures involved in formulating the legal framework for cross-border listings of Chinese companies in the 1990s: Mr Anthony Neoh, SC (Chairman of the Hong Kong Securities and Futures Commission from 1995 to 1998; Chief Adviser to the China Securities Regulatory Commission from 1999 to 2004) and Mr Xiqing Gao (General Counsel of the China Securities Regulatory Commission from 1992 to 1995; Vice Chairman of the China Securities Regulatory Commission from 1999 to 2002).