Legal Analysis on the Application of New Rules on Confidentiality and Files Administration of Overseas Offering and Listing

Summary

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• New rules have been promulgated which relate to dealing with confidentiality and related issues in the context of overseas offering and listing by Chinese domestic companies
• The rules cover a number of circumstances including where state secrets or other documents with national security implications are involved
• In some cases, certain filed materials should be kept confidential
• In other circumstances, domestic approval will be needed before documents are provided to overseas regulators

On Feb. 24, 2023, the China Securities Regulatory Commission (CSRC), the Ministry of Finance of the PRC (MOF), the National Administration of State Secrets Protection (NASSP), and the National Archives Administration of China (NAA) jointly promulgated the Provisions on Strengthening the Work Associated with the Administration of Confidentiality and Files in Connection with the Offshore Offering and Listing of Securities by Domestic Enterprises (the "New Rules") (关于加强境内企业境外发行证券和上市相关保密和档案管理工作的规定). The New Rules came into effect on March 31, 2023, together with the Trial Measures for the Administration of the Offshore Offering and Listing of Securities by Domestic Enterprises (the "Administrative Measures for Overseas Listing") (境内企业境外发行证券和上市管理试行办法) and their supporting guidelines promulgated by the CSRC on Feb. 17, 2023 (collectively, the "New Rules for Oversea Listing"). The New Rules for Overseas Listing further specify the requirements of confidentiality and files administration of domestic enterprises, securities companies and securities service providers involved in the overseas offering and listing by domestic enterprises. The New Rules for Overseas Listing include the following key areas of focus.

I .   Documents and materials containing secrets or which may have an adverse impact on national security or public interest if disclosed by domestic companies