Finally, the regulatory efficiency and transparency require to be improved. （i） The administrative permit items seem to be excessive and the review process is usually unforseable, which restrains the decision-making efficiency and financing capacity of H-share companies to a certain extent. Under current regulatory regime for directly overseas listing, besides H-share IPO, the subsequently additional offering of H shares, the issue of corporate bonds that can be converted into H shares, and transfer from the GEM to the main board of overseas stock exchanges, shall be reviewed by the CSRC. It usually takes no less than two months for the applicant to obtain CSRC’s approval. Relatively speaking, with respect to the subsequent offer of H-shares and the changing of listing status, the overseas regulatory requirements are very lenient and the review process is very easy. （ii） Part of the permit standards lack transparency, in a situation of “internal control” by the CSRC. Although some provisions like the Notice on Listing on Overseas Main Board and the Guidelines on Listing on the HKGEM have defined the main conditions for directly overseas listing, but the CSRC often focuses on some aspects of the applicant such as independence, interrelated transaction, purpose of raised fund, approval of fixed assets investment, ownership of land and building and social responsibilities etc during the reviewing process. In fact, these aspects have been considered as additional conditions for administrative permit. Undoubtedly, it is hard for the applicant to completely understand and grasp these “latent” regulatory requirements. （iii） The “window guide” of the CSRC is not conducive to improve the marketization of directly overseas listing. For example, in order to reserve listing resource for domestic stock market, or to mitigate the pressure of the rapidly increasing foreign exchange reserve etc, the CSRC may set some informal restrictions for the directly oversea listing; or require the applicant to preferably issue A shares and be listed on domestic stock market; or irrationally restrain the purpose of raised funds overseas, and not allow the applicant to use the funds overseas; or intervene the determination of the issue price of H shares, and require the issue price of H shares to be no less than that of A shares or the market price of A shares of the applicant.

　　Some Policy Proposals

　　The first premise for effectively regulating directly overseas listing of Chinese enterprises is to precisely define the purposes and objectives of such regulation, which is the base of reconstructing the regulatory framework and perfecting the regulatory regimes. Generally speaking, the prior principle of securities supervising is to protect the interests of investors. Thus the securities regualtory authority of the mother country of the cross-border listed companies always lacks sufficient theoretical basis to regulate the overseas listing of domestic companies. As H shares are mainly subscribed by oversea investors and the traded in overseas stock exchanges, the protection of such investors’ interests does not seem to be contained in the legal competence of the CSRC. However, we should also know that the current legal system in the PRC Mainland is far imperfect, the general standardized-operation ability of Chinese enterprises is not sufficient, and their knowledge on the rules, regulations and practices of overseas capital market are not adequate. General speaking, it is a common practice in emerging markets to regulated to some extent of the issuance and overseas listing of securities by domestic enterprises. For example, according to the regulations of the Russian Federation, any domestic enterprise seeking for issuance and overseas lisitng of its shall be permitted by the Federal Service for Financial Market（FSFM）； and the number of shares to be issued outside Russia must not exceed 5% if the issuer is carrying out activities of strategic importance for nantional defence and security of Russia.[33] Even for the mature markets, it is also recognised that a country take maesures to regulate the issuance and overseas listing of domestic enterprises with the aim to guard the reputation of national financial market.[34] As such, in order to protect China’s nantional economic security and the general interests, and ensure the compliant operation of H-share companies, it is necessary to regulate direct overseas listing to a certain extent.

　　Based on defining regulatory principles, the author suggests that the CSRC shall be self-restrictive when exercising the regulatory powers, so that clear demarcations can be pinpointed between domestic regulatory powers and overseas counterparts, and between regulatory powers and market mechanism. On the one hand, the boundary of CSRC’s regulatory power shall be reasonably defined. As the securities regulatory authority of the jurisdiction in which H-share companies are incorporated, the CSRC shall exercise its regulatory powers as to the company law matters. Matters concerning the securities law, including issue and trading of H shares and continuous regulation of H-share companies, shall be governed by the law of the target market. On the other hand, deepth of CSRC’s regulatory intervention shall be appropriate. Whether to intervene in a specific matter shall be based on the fact that whether the intervention conduces to maintaining the reputation of domestic securities market and the image of H-share companies. In the event that corporate autonomy or shareholders’ autonomy is not against aforesaid regulatory principles, regulatory powers should be subordinate to the market mechanism.