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ARTICLE · 10 JULY 2014

Analysis On VIE Structure Related Legal Issues

In 2013, three high-profiled internet companies have successively completed their initial public offerings at the main board of the Hong Kong Stock Exchange.

ChinaCorporate/Commercial Law
Keith Yuan
Keith Yuan

In 2013, three high-profiled internet companies, Wisdom Group, Forgame Holding Limited and Boyya Interactive (Hong Kong) Limited, have successively completed their initial public offerings ("IPO") at the main board of the Hong Kong Stock Exchange, following which, in 2014 two leading PRC e-commerce giants, Jingdong Group (f.k.a. 360buy.com Group) and Alibaba Group have officially filed their initial public offering prospectus with the U.S. Securities and Exchange Commission. One thing in common about the above-mentioned issuers is that they have all adopted a VIE structure. The VIE structure has thus again attracted much attention from both practitioners and researchers.

A VIE (variable interest entity) structure, commonly known as a "Sina structure" by virtue of Sina's successful listing in the United States which firstly adopted the concept of VIE, is also often regarded as a "captive structure" or a "contractual arrangement". Under an VIE arrangement, the de facto

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