1. In this way of "agreement control", listed companies registered overseas are usually separated from entities operating in China. Listed companies are overseas companies, while overseas companies control business entities through agreements. This corporate structure is actually the VIE structure that we often mention in listed companies in the United States, and the business entity is the VIEs (Variable Interest Entity) of listed companies.
2. The so-called VIE is a new concept after the Enron scandal in 21. Before the Enron incident, a company had a majority vote in another company before requesting consolidated statements. After the Enron incident, as long as the entity meets the VIE standards, it needs to consolidate its statements. After the Enron incident, the American Financial Accounting Standards Board urgently issued FIN46. According to FIN46, an SPE that meets any of the following three conditions should be regarded as a VIE, and its profit and loss status should be incorporated into the balance sheet of the "first beneficiary": (1) There is little venture capital, and this entity (company) is mainly supported by external investment, and its own shareholders only have few voting rights; (2) The shareholders of an entity (company) cannot control the company; (3) The voting rights enjoyed by shareholders are out of proportion to the benefits enjoyed by shareholders.
3. At first, most China companies listed under this structure were Internet companies, such as Sina and Baidu, in order to meet the relevant regulations of the Ministry of Industry and Information Technology (MIIT) and the General Administration of Press and Publication (GAPP) on providing "Internet value-added services". Most Internet companies in China become "foreign companies" because they accept overseas financing, but many licenses can only be held by domestic companies. MIIT clearly stipulates that ICP can only be owned by domestic companies, so these companies often set up domestic companies controlled by mainland natural persons to hold business licenses, and use other contracts to stipulate the relationship between licensed domestic companies and foreign companies. Later, this structure was extended and applied to many companies listed in the United States without the Internet.