Client Alert

First Foreign Company With VIE Structure Goes Public in China

MoFo PE Briefing Room

03 Nov 2020

On October 29, 2020, Ninebot, a leading supplier of electric scooters incorporated in the Cayman Islands, went public on China’s Science and Technology Innovation Board (the “STAR Board”). This makes the company the first foreign-incorporated company using a VIE structure to issue Chinese Depositary Receipts (“CDRs”) in China.

The opening price of Ninebot was CNY 33 on the first trading date, which nearly doubled its offering price at CNY 18.94. The company’s stock price surged to CNY 50.18 on October 30, 2020 and remains steady at the time of publication.

Formal Acceptance of the VIE Structure

The Nasdaq-style STAR Board was established with the aim of boosting investment in home-grown innovative companies. The China Securities Regulatory Commission (“CSRC”), hence, permits a wide range of high-tech companies, including those operating using the much questioned VIE structure, to issue shares or CDRs on the STAR Board, although subject to stringent disclosure requirements and the CSRC’s final veto.

On June 12, 2020, Ninebot became the first company to obtain approval from the listing review committee of the Shangai Stock Exchange to sell CDRs on the STAR Board. Nevertheless, prior to September 22, 2020, the date that Ninebot obtained the final greenlight from the CSRC to list on the STAR Board, the fate of Ninebot, and the official treatment of the VIE structure in general, have been an area of much uncertainty and speculation.

CSRC’s blessing of Ninebot’s listing is clear evidence that the VIE structure is no longer in a “grey area” under PRC law, where it was previously unclear whether such structure was permitted or prohibited. The source of this uncertainty stems from the inconsistent attitude of PRC regulatory authorities towards VIEs in the past. That being said, we believe that the CSRC’s clearance of Ninebot’s listing signals a formal recognition of the VIE structure, at least for use by companies operating in high-tech industries. For more information on the past, present and future of the VIE structure, please refer to our two-part article in Hong Kong Lawyer (Part I, Part II).

***********************************
As further explained in the Terms / Notices linked below, the information provided herein is not legal advice. Any information concerning the People’s Republic of China (“PRC”) is not an opinion on, determination on, or certification of the application of PRC law. We are not licensed to practice PRC law.

Close
Feedback

Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.