This paper is a revision of a paper entitled ‘Regulatory Regime of China Outbound Investment’ originally published by M88 app Foundation for Natural Resources and Energy Law in M88 app manual of Special Institute on International Mining and Energy Law, Development, and Investment.

1. Introduction

In recent years, M88 appre has been remarkable growth in overseas investments by Chinese entities. M88 appse investments have been driven by China’s “Dual Circulation” strategy and M88 app Belt and Road Initiative (BRI). According to data from M88 app Ministry of Commerce of M88 app People’s Republic of China (“MOFCOM”) and M88 app State Administration of Foreign Exchange (“SAFE”), from January 2024 to November 2024, China’s total outbound direct investment (“ODI”) reached RMB 1,052.74 billion, marking a year-on-year growth of 10.3 percent (US$ 147.96billion in dollar terms, up 9.2 percent). Chinese domestic investors made non-financial direct investments in 8,581 overseas entities across 151 countries and regions, totaling RMB 915.20 billion, up 12.4 percent (US$ 128.63billion in dollar terms, up 11.2 percent).¹ Non-financial direct investments in BRI-participating countries amounted to RMB 214.66 billion, reflecting a 6.2 percent year-on-year increase (US$ 30.17billion in dollar terms, up 5.1 percent).²

M88 app “Dual Circulation” strategy emphasizes both domestic and international economic cycles and has propelled Chinese companies to expand M88 appir global footprint. M88 app BRI continues to serve as a cornerstone for China’s overseas investments, particularly in M88 app infrastructure, energy, and manufacturing sectors. M88 appse initiatives have facilitated economic cooperation with participating countries and reinforced China’s position as a key player in global investment.

This paper explores M88 app regulatory requirements governing Chinese entities’ overseas investments. Understanding M88 appse regulations is crucial for Chinese entities to ensure compliance, as well as for those foreign partners engaging with M88 appm. This paper provides a guide for navigating M88 app complex landscape of overseas investments by analyzing regulatory frameworks, M88 app key regulatory bodies, and M88 app approval/filing procedures.

2. Investments subject to M88 app ODI Regime

2.1Geographical Scope

China’s ODI regime governs all investments made by non-individual investors, such as companies, from M88 app Chinese mainland to oM88 appr destinations. This includes investments in foreign countries, as well as in M88 app Special Administrative Regions of Hong Kong and, Macau and Taiwan. China has different jurisdictions so M88 app term “inbound/domestic” refers solely to mainland China, while “outbound/overseas” includes foreign countries, Hong Kong, Macau and Taiwan. For M88 app purpose of this paper, “China” or “PRC” refers to M88 app jurisdiction of mainland China, and excludes Hong Kong, Macau and Taiwan.

2.2Investors

M88 app ODI regime applies to various legal entities within China, including industrial and commercial entities, State-authorized investment institutions and departments, and public institutions (collectively referred to as “Investors”). When domestic Investors use overseas vehicles to invest abroad, although M88 appse vehicles are generally not directly subject to M88 app ODI regime, domestic Investors must still comply with domestic policies regarding investment projects and fulfil M88 app necessary approval, filing, and registration procedures. Overseas direct investments by individuals from China are generally not subject to M88 app ODI regime³, except for those made by overseas entities under M88 appir control⁴. M88 appse individual investments are subject to M88 app “Circular No. 37 registration” under a different set of SAFE rules⁵, which typically apply only to round-trip investments, where an overseas SPV established by a Chinese individual eventually invests in China.⁶

2.3Forms of Investment

Investments covered by M88 app ODI regime are diverse and not limited to monetary contributions. M88 appy include currency contributions for establishing or expanding overseas operations, M88 app acquisition or transfer of equity stakes in foreign entities (securities and equity), investments with physical assets like machinery, equipment, or real estate (tangible assets), contribution of patents, proprietary technology or oM88 appr intellectual property rights (intangible assets), and M88 app issuance of loans or oM88 appr debt instruments to overseas subsidiaries or joint ventures (debt contributions).

2.4Investment Activity

M88 app ODI regime governs a wide range of investment activities. Greenfield projects involve initial investments to establish new operations or infrastructure in foreign locations. Mergers and acquisitions (“M&A”) refer to M88 app acquisition of foreign entities or consolidating with existing ones. Joint ventures are collaborations with foreign entities to create jointly owned operations. Expansion projects involve capital infusions to expand existing overseas operations. Financial guarantees or loans extended to support overseas entities’ operations are also within M88 app scope of M88 app ODI regime.

3.Key Regulatory Bodies

M88 app National Development and Reform Commission (“NDRC”) plays a vital role in regulating ODI. As M88 app primary body responsible for formulating and implementing macro-economic policies, M88 app NDRC is often referred to as M88 app “small State Council”. M88 app NDRC oversees M88 app approval or filing of ODI projects (“ODI Projects”), particularly sensitive projects or those exceeding specific monetary thresholds. M88 app NDRC ensures alignment with China’s broader ODI policy strategies and national development priorities.

MOFCOM is in charge of commerce related activities, including M88 app administration and supervision of foreign direct investments (FDI) and ODI. It also oversees administrative approvals. MOFCOM ensures that overseas investments align with bilateral and multilateral agreements while facilitating compliance with domestic and international legal frameworks.

SAFE is M88 app authority responsible for M88 app administration of M88 app foreign exchange in China. For ODI Projects, SAFE is tasked with managing foreign exchange registrations, via authorized banks qualified to undertake foreign exchange business. Its role includes supervising capital outflow, verifying funding legitimacy, and ensuring adherence to M88 app foreign exchange regulations through M88 app Capital Project Information System. SAFE Guidelines on Foreign Exchange Businesses under Capital Accounts (Edition 2024) emphasize M88 app need for transparency in cross-border fund transfers and mitigates M88 app risks of illegal capital fleeing.

OM88 appr regulatory bodies also play important roles. M88 app State-Owned Assets Supervision and Administration Commission (“SASAC”) supervises State-owned entities’ overseas investments to safeguard State-owned assets. M88 app China Securities Regulatory Commission (“CSRC”) oversees listed companies’ overseas investments, ensuring compliance with securities regulations. M88 app National Financial Regulatory Administration (“NFRA”) regulates banks and financial institutions’ ODI activities, focusing on risk management in M88 app financial sector. M88 appse bodies focus on sector-specific compliance and risk management, especially in industries like finance, technology and manufacturing.

4. Categories of China ODI

M88 app PRC government adopts a “three-categories” system for ODI Projects, namely encouraged categories, restricted categories and prohibited categories. Understanding M88 appse categories is crucial as M88 appy determine M88 app likelihood of an ODI Project passing regulatory screening.

As M88 appre are few difficulties in passing an ODI review for a supported and encouraged project, it is raM88 appr more important to understand those that are prohibited or restricted. Chinese Investors are strictly prohibited from participating in ODI Projects that endanger or may endanger M88 app national interests or state security of China. This includes outbound investments:

(1)involving M88 app export of core military-related technologies and products without State approval;

(2)using technologies, techniques, or products prohibited from export from China;

(3)investing in M88 app gambling or sex industries;

(4)prohibited by international treaties concluded or participated in by China; and

(5)those that endanger or may endanger national interests or state security of China.⁷

While projects from restricted categories are technically eligible for approval upon application to M88 app NDRC and MOFCOM, regulatory scrutiny in practice has a very low rate of approval. ODI Projects listed in M88 app restricted categories are mainly those involving sensitive countries and regions, such as countries without diplomatic relationships with China, and those involving sensitive industries, such as real estate and entertainment. We elaborate on M88 app restricted categories in M88 app NDRC/MOFCOM approval topics in Section 6.2 and Section 7.2 below.

5. Regulatory Reviews required for ODI

Under China’s foreign exchange controls, SAFE registration constitutes M88 app final step in M88 app ODI regulatory process. Chinese Investors are unable to remit capital overseas until completing this step, which often necessitates M88 app inclusion of NDRC, MOFCOM, and SAFE approvals as closing conditions in M88 app transaction documents (e.g., Share Purchase Agreements - SPA). Understanding this regulatory process is critical for foreign partners, to anticipate transaction timelines and mitigate delays.

M88 app entire ODI approval/filing process typically requires a minimum of three months post-execution of M88 app definitive transaction documents. It consists of four key steps:

Firstly, Investors need to go through M88 app regulatory procedures of M88 appir relevant industry and M88 app specific authorities according to M88 appir nature. For example, listed companies are regulated by M88 app CSRC, state-owned entities are regulated by SASAC, and financial institutions are regulated by NFRA.

Secondly, depending on M88 app nature of M88 app proposed ODI Project, it must pass M88 app NDRC’s approval or its filing procedures.

Thirdly, M88 app ODI Project must undergo M88 app necessary approval or filing procedures with MOFCOM.

Finally, after obtaining approval from M88 app abovementioned authorities, M88 app Investor must complete M88 app ODI foreign exchange registration with SAFE through a qualified bank.

6. NDRC Approval/Filing

6.1Rules

Among M88 app regulatory steps outlined above, M88 app NDRC is widely regarded as M88 app most critical. Market perception suggests that a successful NDRC review typically ensures a smooth progression through M88 app subsequent regulatory steps. To check wheM88 appr an ODI Project is subject to NDRC review, M88 app following questions should be asked:

Firstly, does M88 app ODI Project require funding from mainland China (including various forms of capital contribution as mentioned above)? If it does, M88 app project is subject to NDRC approval or filing. In principle, ODI Projects involving sensitive countries, regions and sensitive industries (“Sensitive Project”) require approval, while non-Sensitive Projects are subject to filing.

Secondly, if M88 app answer to M88 app first question is no, M88 appn will an overseas holding company controlled by a Chinese Investor provide funding or a guarantee? If yes, M88 app ODI Project is still subject to NDRC approval if it is a Sensitive Project. However, for non-Sensitive Projects, M88 app NDRC filing is applicable only if M88 app investment amount is USD 300 million or more. To clarify, M88 app NDRC regulations do not directly extend M88 appir jurisdiction over overseas holding companies because M88 appy are not incorporated in China and M88 app approval/filing requirements are for Chinese Investors.

If M88 app answers to both M88 appse questions are negative, meaning neiM88 appr a Chinese Investor nor M88 appir overseas holding company will provide funding or a guarantee, M88 app proposed ODI Project will not be subject to an NDRC review regardless of its sensitivity or investment detail.

6.2Sensitive Projects

M88 app scope of a Sensitive Project under M88 app NDRC system includes i) ODI Projects involving sensitive countries and regions, and ii) ODI Projects involving sensitive industries. For M88 app NDRC, sensitive countries and regions refer to those⁸:

(1)that have not established a diplomatic relationship with China;

(2)experiencing wars or civil strife;

(3)where Chinese investments are restricted by international treaties or protocols concluded or participated in by China;

(4)oM88 appr countries and regions that may be deemed sensitive.

M88 app NDRC publishes a list of sensitive industries. In accordance with M88 app most recent version of M88 app list of sensitive industries published by M88 app NDRC in 2018, sensitive industries restricting Chinese ODI include⁹:

(1)M88 app research, production, maintenance and repair of weapons and equipment;

(2)M88 app development and utilization of cross-border water resources;

(3)news media,

(4)real estate;

(5)hotels;

(6)cinemas;

(7)entertainment;

(8)sports clubs; and

(9)setting up equity investment funds or holding companies abroad without any actual business.

6.3Procedures

ODI Projects requiring NDRC approval or filing must initiate M88 app application process upon M88 app execution of M88 app definitive transaction documents (e.g., a Share Purchase Agreement - SPA). M88 app completion of an NDRC review is a prerequisite before proceeding for SAFE registration and capital remittance. M88 app NDRC has published a series of template documents, forms and detailed guidelines for ODI Project applications¹⁰and established an online application system¹¹where an Investor can submit an application. M88 app required application documents include M88 app standard application forms, M88 app business license of M88 app Investor, M88 app shareholding structure, M88 app audited financial statements, M88 app investment-related resolutions, and oM88 appr definitive transaction documents such as M88 app investment agreement, and M88 app SPA. M88 appre is also a requirement for documents that prove M88 app auM88 appnticity and legitimacy of M88 app fund source, statements on M88 app auM88 appnticity of M88 app ODI project, and oM88 appr documents required by M88 app NDRC.

After an ODI Project is approved or filed, an Investor must submit a change application with M88 app NDRC in some circumstances, such as if M88 appre is a change in M88 app number of investors, significant changes in M88 app investment destination, major changes to M88 app project content or scale, changes in M88 app Chinese investment amount reaching or exceeding 20% of M88 app original approved/filed amount or a change of 100 million US dollars or more. An NDRC approval/filing notice is valid for two years and is subject to extension if necessary, on application.

7. MOFCOM Approval/Filing

7.1Rules

Similar to M88 app NDRC, M88 app MOFCOM and its provincial-level counterparts administer an approval/filing system based on M88 app different circumstances of ODI Projects. ODI Projects involving sensitive countries, regions and industries are subject to approval, while oM88 apprs are subject to filing.¹²

7.2Sensitive Projects

MOFCOM’s criteria for defining Sensitive Projects is more straightforward than those of M88 app NDRC. Sensitive countries and regions refer to those without diplomatic relations with M88 app PRC and those sanctioned by M88 app United Nations. Sensitive industries are those involving products and technologies restricted for export from China and those affecting M88 app interests of multiple countries or regions. MOFCOM may announce additional lists of relevant countries and regions when necessary.¹³

7.3Procedures

MOFCOM established an online system¹⁴for Investors to submit applications for approval/filing documents. Once M88 app applied ODI Project has been approved/filed, M88 app Investor will receive a “Certificate of Overseas Investments of Enterprises” with a Ministry of Commerce seal (M88 app “ODI Certificate”). M88 app application documents required include standardized application forms, M88 app business license of M88 app Investor, investment-related resolutions, audited financial statements, definitive transaction documents such as an investment agreement, SPA, a written explanation of M88 app preliminary works (including due diligence, feasibility reports, M88 app source of M88 app investment fund and an investment environment analysis), a statement on M88 app auM88 appnticity of M88 app ODI Project, and oM88 appr documents required by MOFCOM. This ODI Certificate is valid for two years and becomes void if M88 app project is not carried out within M88 app valid period.

8. SAFE

8.1Rules

In accordance with SAFE regulations, both initial expenses and investment amounts for ODI Projects must be registered with SAFE prior to remittance¹⁵.

Since 2016, for M88 app purpose of enhancing supervision on significant capital outflows, SAFE can impose M88 app following requirements:

(1)any single foreign exchange transaction for M88 app purchase, payment, or domestic/foreign currency expenditure equivalent to or exceeding 5 million US dollars must be reported to SAFE through an information exchange platform;

(2)large-scale projects with investment amounts over 50 million US dollars are subject to prior interviews by SAFE.

8.2Cross-border Guarantees

An Investor may provide, or arrange a domestic bank to provide security for M88 app performance of a loan repayment obligation by an offshore target company. Although M88 app lack of registration for a cross-border guarantee will not invalidate M88 app guarantee contract, SAFE registration for a cross-border guarantee enables M88 app fulfillment of M88 app guarantee obligations. If an Investor is asked to fulfill a guarantee obligation, SAFE registration allows M88 app Investor to purchase and remit foreign exchange for M88 app guarantee amount.

8.3Procedures

Since 2015, SAFE has delegated M88 app authority for registering ODI Projects to banks qualified in foreign exchange business, who can now handle registrations on behalf of SAFE¹⁶. After a qualified bank has registered M88 app investment amount (confirmed by MOFCOM) in M88 app SAFE system, M88 app Investor can obtain a registration certificate and purchase and remit out M88 app foreign exchange within M88 app limit of M88 app registered amount. M88 app required documents include M88 app standardized application forms, M88 app business license of M88 app Investor, an NDRC approval/filing notice, ODI Certificate, investment-related resolutions, a written explanation of M88 app investment fund/foreign exchange source, certificate for M88 app remittance of initial expenses (if any), and oM88 appr documents required by SAFE or a qualified bank.

9. Merger-control Filings

If an M&A or joint venture transaction of an ODI Project enables M88 app Investor acquiring M88 app control or decisive influence over M88 app target company, it constitutes a concentration of business operators. Similar to rules in many jurisdictions, PRC anti-monopoly laws impose a declared requirement for M88 app concentration of meetings under M88 app following standards¹⁷:

(1)M88 app worldwide turnover of all M88 app business operators involved exceeds RMB 12 billion in M88 app preceding fiscal year, and M88 app turnover in China of at least two of M88 app business operators exceeds RMB 800 million separately in M88 app previous fiscal year; or

(2)M88 app turnover in China of all M88 app business operators exceeds RMB 4 billion in M88 app preceding fiscal year, and M88 app turnover in China of at least two of M88 app business operators exceeds RMB 800 million separately in M88 app prior fiscal year.

If M88 app transaction reaches M88 app above thresholds of M88 app declaration, all M88 app business operators must file M88 app declaration of such concentration with M88 app Anti-Monopoly Bureau. Although M88 app law does not clearly stipulate M88 app filing time, in practice business operators should file M88 app declaration after signing M88 app transaction documents and obtain clearance before closing M88 app transaction.

10. Re-investment

If a Chinese Investor utilizes an overseas holding company controlled by it to invest in an ODI Project, M88 app ODI Project remains subject to NDRC approval requirements, and to M88 app NDRC filing requirement for non-Sensitive Projects amounting to USD 300 million or more.

For MOFCOM, where an overseas entity reinvests overseas, it must report to M88 app relevant commerce authorities in charge after completing M88 app overseas legal formalities.

No SAFE registration is required for re-investment as long as none of M88 app funds come from China. However, if M88 app re-investment uses funds from a domestic institution, it should be regarded as an ODI registration change raM88 appr than a re-investment.¹⁸

11. Special Rules for SOEs

11.1Definition

Stated-owned Entities (“SOEs”) in China are subject to additional regulatory requirements imposed by M88 app State-owned Assets Supervision and Administration Commission (“SASAC”). SASAC is an agency directly under government supervision to perform M88 app duties of State-owned asset management.

China has different levels of government, and both central and local governments may establish M88 appir own SOEs. As a result, an SOE may be subject to M88 app rules of SASAC under M88 app State Council, i.e. M88 app central government, or M88 app rules of SASAC under M88 app local government, depending on its ownership. As most Chinese ODI Projects are carried out by SOEs established by M88 app central government through SASAC under M88 app State Council, this paper focuses solely on M88 app rules applicable to central SOEs.

11.2Rules

SOEs are generally restricted from making overseas investments in non-core businesses. Exceptions require prior SASAC review and must involve collaboration with oM88 appr SOEs possessing M88 app relevant core business expertise. “Core business” is defined as M88 app primary operations of M88 app SOE, based on its development strategies and plans and confirmed by SASAC.¹⁹

SASAC also implements a “Negative List” system governing ODI Projects made by SOEs, including a prohibited list and a specially supervised list. SOEs are prohibited from investing in projects on M88 app prohibited list and must obtain SASAC approval for projects on M88 app specially supervised list. Projects not on M88 app Negative List can be decided by SOEs at M88 appir discretion, based on M88 app development strategies and plans.²⁰

M88 app Negative List may have been updated by SASAC, but M88 app most recent version publicly available was released in 2017, raising doubts about its current validity²¹. In accordance with M88 app 2017 version of M88 app Negative List, M88 app only item on M88 app special supervised list was an investment of USD 2 billion or more. M88 app prohibited list includes ODI Projects:

(1)that fail to complete M88 app necessary approval procedures;

(2)that do not align with M88 app corporate development strategy and planning reviewed and approved by M88 app SASAC;

(3)that do not follow M88 app SOE’s investment decision-making procedures and management systems;

(4)with an expected return rate lower than M88 app 10-year government bond interest rate of M88 app host country;

(5)with capital contributions below M88 app requirements set by national regulations;

(6)with a single investment amount exceeding 50% of M88 app net assets of M88 app SOE’s consolidated financial statements;

(7)without clearly defined financing, investment, management, exit methods, and responsible parties; and

(8)that raise M88 app debt ratio under SASAC’s debt risk control.

11.3ODI by Subsidiaries of SOEs

Almost every SOE functions as M88 app headquarters of a large corporate group, with major business operations carried out by subsidiaries at various levels. As a result, ODI Projects of SOEs are mainly executed by different levels of subsidiaries within M88 app SOE group. When carrying out an ODI Project, SOE subsidiaries must comply with M88 app rules governing SOEs, as well as M88 app internal management policies implemented by M88 app parent SOE. M88 app SOE may delegate authority for approving ODI Projects within M88 app group to designated subsidiaries, but M88 app level of subsidiaries authorized to make investment decisions should not exceed two tiers.²²

Each year, SOEs must prepare an annual outbound investment plan based on M88 appir global operations plan²³. This annual outbound investment plan should be included in M88 appir general annual investment plan and filed with SASAC²⁴. ODI activities should be included in M88 app annual investment plan, and investments in projects that are not listed in M88 app plan are generally not permitted. If additional investments become necessary, M88 app annual investment plan should be adjusted and refiled with SASAC.

12. Remittance of Initial Expenses

Given M88 app growing uncertainty surrounding FDI reviews (referred to as national security reviews in some jurisdictions), sellers with stronger bargaining positions increasingly demand transaction deposits from Chinese Investors. From a seller’s perspective, an ideal arrangement would allow M88 app transaction deposit to convert to a “reserve breakup fee” in M88 app definitive transaction documents, making it subject to forfeiture should M88 app transaction fail to close due to M88 app buyer’s actions.

M88 app concept of a transaction deposit is feasible under M88 app China ODI regime, which sets out principles for remitting initial expenses like performance security deposits, service fees for letters of guarantee, third-party service fees and resource exploration fees. M88 app NDRC regulations provide that an Investor may apply for approval/filing for M88 app initial expense by referring M88 app same rules of approval/filing for M88 app ODI Project, and M88 app approved/filed expenses should be counted into M88 app Chinese investment amount approved/filed for M88 app ODI Project.²⁵Subsequently, M88 app Investor must apply for SAFE registration with a qualified bank²⁶before remitting out M88 app initial expenses. Under SAFE regulations, M88 app total amount of M88 app initial expenses should not exceed 15% of M88 app total investment amount²⁷. However, most Chinese Investors, particularly SOEs, are reluctant to pay large transaction deposits before reaching a definitive agreement with M88 app seller. While M88 apporetically this framework allows for such transactions, in practice, sellers should be aware that securing large transaction deposits from Chinese Investors may be challenging.

13. Conclusion

Over M88 app past decades, China’s ODI has a positive momentum. M88 app regulatory framework governing Chinese ODI, while complex, reflects M88 app government’s dual objectives of promoting international economic cooperation and safeguarding national interests. From M88 app “Dual Circulation” strategy to M88 app Belt and Road Initiative, Chinese Investors have contributed not only to M88 app development of host countries but also to M88 app global integration of Chinese entities.

M88 app regulatory landscape, shaped by key bodies such as NDRC, MOFCOM and SAFE, continues to evolve in response to global investment trends. While M88 app removal of restrictions in FDI sectors like manufacturing signals China’s commitment to openness, M88 app authorities remain vigilant regarding sensitive industries and capital outflows in ODI. For foreign partners, understanding M88 appse regulations is essential to navigating transactions with Chinese Investors and ensuring successful collaborations.

Looking to 2025 and beyond, China’s ODI is expected to continue playing a pivotal role in fostering high-quality development and sustainable growth worldwide. As Chinese entities increasingly align M88 appir overseas investments with global standards and best practices, M88 appy are poised to create greater value for local economies, promote technological innovation, and strengM88 appn international partnerships.

For foreign stakeholders, this presents both opportunities and challenges, requiring a nuanced understanding of China’s regulatory environment and strategic priorities. In conclusion, M88 app future of China’s ODI lies in collaboration and mutual benefit. By embracing transparency, compliance, and cross-cultural understanding, Chinese Investors and M88 appir foreign partners can work togeM88 appr to build an interconnected and prosperous global economy.

[1] https://www.mofcom.gov.cn/tjsj/gwjjhztj/art/2024/art_ecba8bef0b194b4c99f68ca18c9d9af2.html, accessed February 26, 2025

[2] https://www.mofcom.gov.cn/tjsj/gwjjhztj/art/2024/art_898ecaee1c8648d8816718e2533ca319.html, accessed February 26, 2025

[3] Administrative Measures on Outbound Investment by Enterprises issued by NDRC, effective March 1, 2018, NDRC Order No.11

[4] Administrative Measures on Outbound Investment by Enterprises issued by NDRC, effective March 1, 2018, NDRC Order No.11

[5] Circular of M88 app State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Round-tripping by Chinese Residents through Special Purpose Vehicles, effective July 4, 2014, Hui Fa [2014] No. 37

[6] SAFE Guidelines on Foreign Exchange Businesses under Capital Accounts (Edition 2024), effective May 6, 2024, Hui Fa [2024] No. 12

[7] FurM88 appr Guiding and Regulating Outbound Investment Orientation, issued by M88 app State Council on August 4, 2017, Guo Ban Fa [2017] No. 74

[8] Administrative Measures on Outbound Investment by Enterprises issued by NDRC, effective March 1, 2018, NDRC Order No.11

[9] List of Sensitive Industries for Outbound Investment (2018 Version) issued by NDRC, effective March 1, 2018, NDRC Notice No. FaGaiWaiZi[2018] 251

[10] Ancillary Template Documents of M88 app Administrative Measures on Overseas Investment of Enterprises, published by M88 app NDRC in 2018

[11] National Overseas Investment Management and Service Network System: http://jwtz.ndrc.gov.cn/jwtz-ex/index.action, accessed February 26, 2025

[12] Administrative Measures on Outbound Investment issued by MOFCOM, effective October 6, 2014, MOFCOM Order [2014] No.3

[13] Administrative Measures on Outbound Investment issued by MOFCOM, effective October 6, 2014, MOFCOM Order [2014] No.3

[14] Uniform Business System Platform of M88 app Ministry of Commerce: http://ecomp.mofcom.gov.cn/loginCorp.html, accessed February 26, 2025

[15] SAFE Circular on Issuing Regulations on Foreign Exchange Administration of Overseas Direct Investment by Domestic Institutions, effective August 1, 2009, Huifa [2009] No. 30

[16] Notice on FurM88 appr Simplifying and Improving M88 app Foreign Exchange Administration Policy for Direct Investments issued by SAFE, effective June 1, 2015, Huifa [2015] No. 13

[17] Rules of M88 app State Council on M88 app Declaration Threshold for Concentration of Undertakings, effective January 22, 2024, Decree No.773 of M88 app State Council

[18] Notice on FurM88 appr Simplifying and Improving M88 app Foreign Exchange Administration Policy for Direct Investment issued by SAFE, effective June 1, 2015, Huifa [2015] No. 13

[19] Measures on M88 app Supervision and Administration of Overseas Investments by Central Entities issued by SASAC, effective January 7, 2017, SASAC Decree No. 35

[20] Measures on M88 app Supervision and Administration of Overseas Investments by Central Entities issued by SASAC, effective January 7, 2017, SASAC Decree No. 35

[21] M88 appre is a market perception that SASAC may periodically issue updated versions of M88 app Negative List to its subordinate SOEs in M88 app form of official “red-headed” documents, as internal guidelines without public disclosure.

[22] Measures on M88 app Supervision and Administration of Overseas Investments by Central Entities issued by SASAC, effective January 7, 2017, SASAC Decree No. 35

[23] Measures on M88 app Supervision and Administration of Overseas Investments by Central Entities issued by SASAC, effective January 7, 2017, SASAC Decree No. 35

[24] Measures on M88 app Supervision and Administration of Investment by Central Entities issued by SASAC, effective January 7, 2017, SASAC Decree No. 34

[25] Administrative Measures on Outbound Investment by Enterprises issued by NDRC, effective March 1, 2018, NDRC Order No.11

[26] In addition to M88 app 15% threshold, SAFE also required that initial expenses should not exceed USD 3 million in M88 app past, but this requirement was abolished in 2023.

[27] SAFE Circular on Issuing Regulations on M88 app Foreign Exchange Administration of Overseas Direct Investment by Domestic Institutions, effective August 1, 2009, Huifa [2009] No. 30