A PRC technology company with an offshore holding structure plans a Hong Kong listing. Before filing, the domestic operating company enters a large loan with an entity controlled by the founder. The board minutes describe the loan as ordinary working-capital support.
Track the domestic operating company, offshore issuer, founder controller, related-party transaction, board approval, and public-market disclosure separately.
Students should connect internal approval with external disclosure. The goal is to see how a private governance defect can become a public-market problem.
Exercise sources
中华人民共和国公司法
The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.
中华人民共和国证券法
The central securities statute for public offerings, trading, disclosure, investor protection, intermediaries, securities exchanges, supervision, and civil liability.
境内企业境外发行证券和上市管理试行办法
The filing-based regime for direct and indirect overseas listings by PRC domestic companies, including red-chip structures and post-listing filing obligations.
A global benchmark on shareholder rights, institutional investors, disclosure, board responsibilities, sustainability, and market integrity.