中国企业赴美股权融资：SPAC模式及其法律规制

A special purpose-acquisition company (SPAC) is a paper company whose sole purpose is to go public by raising funds from individual investors using new shares issued at face value, and acquire an unlisted blue chip-company within three years. SPACs lower the entry barrier to investment by providing ordinary investors with more opportunities to participate in the mergers and acquisitions (M&A) market, rather than a simple initial public offering (IPO), the typical path to being listed on the US stock market. SPACs also provide a simpler and more stable opportunity than backdoor listing. Many Chinese companies exploit this advantage and use SPACs to get around strict Chinese stock market regulations. However, Chinese companies that want to get listed on the US stock market through a SPAC must comply with all the relevant American and Chinese laws. They have to abide by the US Security and Exchange Commission’s (SEC) Rule 419 and China’s Securities Law of the People’s Republic of China, and Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors from the Ministry of Commerce. There is much confusion, however, because the relevant Chinese laws and regulations do not have clear rules covering SPACs, in contrast with detailed US laws and regulations. China has already entered a new stage of development, and its various reform and opening-up policies are under way. Not just the people of China but the entire world is watching the development of the direction the capital market, a pillar of China’s socialist market economy, will take. The makers and enforcers of Chinese law and policy have a duty to build and maintain a healthy, energetic capital market. This process requires an inclusive attitude toward accommodating the experiences of different countries and the reorganization of legal framework for new systems.