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Global Depository Receipts (or GDRs) are tradable securities that are issued by a bank and represent shares in foreign equity securities that are segregated and deposited in the home country. They enable the (indirect) exercise of the membership and asset rights of the deposited equity securities. A recently expanded program between China and several European exchanges has simplified the process. Currently, Chinese issuers can choose among London Stock Exchange, Swiss SIX Exchange, German Deutsche Boerse.
境外发行GDR是响应国内资本市场政策号召，深化中欧资本市场互联互通、利用境外资本市场促进实体经济发展的重要举措。境内外证券交易所互联互通存托凭证业务是指国内证券交易所与海外证券交易所互联互通的机制。符合条件的两地上市公司，可以发行存托凭证(DR)并在对方市场上市交易。2022年2月11日，证监会正式 发布《境内外证券交易所互联互通存托凭证业务监管规定》。本次修订拓展适用范围，境内方面，将 深交所符合条件的上市公司纳入，境外方面，拓展到瑞士、德国。另外，优化持续监管安排，对年报 披露内容、权益变动披露义务等持续监管方面作出更为优化和灵活的制度安排。
SIX Swiss Exchange GDR Listings
The A-Shares of Chinese issuers need to be listed and admitted to trading on either Shanghai Stock Exchange or Shenzhen Stock Exchange for 3 years with a minimum market value/capitalization of RMB 20 bn. For more information about the listing process and requirements on SIX, please see the SIX IPO Guide and the respective rules, regulations and directives.
The Swiss Financial Market Supervisory Authority (FINMA) is not involved in the review and approval process of listings on SIX. The Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading establishes the principle of self-regulation.
Within this competence, SIX is responsible for issuing rules on the admission of securities to trading. These rules and regulations must be approved by the Swiss Federal Financial Markets Authority (FINMA). SIX Exchange Regulation, autonomous and independent body within SIX, regulates and monitors participants and issuers of SIX Swiss Exchange. It monitors compliance with both the law and the rules. It can also initiate investigations and apply sanctions for non-compliance.
The listing and offering prospectus needs to be submitted to, reviewed and approved by the Prospectus Office whereas the application for the listing and admission to trading needs to be submitted to SIX Exchange Regulation. In the ordinary course of business, around 20 calendar days between filing of the (final and complete) application and ancillary documentation and receipt of decision needs to be taken into consideration.
The listing process on SIX is very straight-forward and efficient. Companies listing GDRs are subject to similar transparency requirements as other primary listed equity securities yet GDRs are not deemed to be primary listed in the sense of the Financial Market Infrastructure Ordinance (FinMIO) which also allows for certain exemptions (such as e.g., non-applicability of Corporate Governance Directive).
See answer 02. (FINMA is not involved in the approval process). The Chinese issuers have to take into consideration that the relevant authorization from Chinese bodies (CSRC, exchange) to list GDRs in an overseas market has to be obtained too.
SIX does not have any industry preferences. In respect to Corporate Governance, Swiss Law and the SIX Corporate Governance disclosure obligations are not applicable to GDR issuers. However, a GDR issuer must declare in both the listing and offering prospectus and the annual report(s) that it adheres to its home market corporate governance disclosure obligations.
The minimum free float market capitalization requirement is CHF 25 million (or equivalent) and a free float of at least 20%.
Please find below an overview of the most important requirements and obligations:
Global depository receipts listed on SIX are tradable in a new trading segment. The trading model for global depository receipts is based on the model for the Mid- /Small-Cap Shares trading segment. Trading opens at 15.00 (CET) and lasts until 17.20 (CET), followed by the closing auction and trading-at-last (TAL) to ensure compliance with ongoing reporting obligations of issuers in both countries.
In order to be able to set up an index for a respective share category, a certain critical mass of listed companies or securities and sufficient liquidity (trading volume) need to be established. Therefore, a dedicated Chinese GDRs index may only become a topic once a critical mass has been achieved.
SIX has entered into Memoranda of Understanding with the Shanghai Stock Exchange and the Shenzhen Stock Exchange to further deepen the collaboration between the three exchanges. Further, there is an on-going dialogue between governmental and regulatory bodies between the two countries, in which SIX continues to be closely involved.
Prospectus disclosure requirements are defined in the Financial Services Act (FinSA). GDR issuers also have to comply with the SIX LR.
SIX Exchange Regulation, an autonomous and independent body within SIX, regulates and monitors participants and issuers of SIX Swiss Exchange. It monitors compliance with both the law and the rules. It can also initiate investigations and apply sanctions for non-compliance, including forcing a delisting (see LR, Art. 59).
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