Administrative Measures for the Outbound Investment of Enterprises
Administrative Measures for the Outbound Investment of Enterprises
Administrative Measures for the Outbound Investment of Enterprises
Order of the National Development and Reform Commission of the People's Republic of China No.11
December 26, 2017
The Administrative Measures for the Outbound Investment of Enterprises, which were deliberated and adopted at the director's executive meeting of the National Development and Reform Commission, are hereby promulgated and shall take effect as of March 1, 2018.
Director, He Lifeng
Administrative Measures for the Outbound Investment of Enterprises
Chapter I General Provisions
Article 1 To enhance macro guidance for outbound investment, optimize comprehensive services for outbound investment, improve regulation throughout outbound investment, promote the sustained and healthy development of outbound investment, and safeguard the national interests and the national security of China, these Measures are formulated according to the Administrative Licensing Law of the People's Republic of China, the Decision of the State Council on Reforming the Investment System, the Decision of the State Council on Applying Administrative Licensing to the Administrative Examination and Approval Items Necessary to Be Retained, and other laws and regulations.
Article 2 For the purpose of these Measures, outbound investment refers to the investment activities conducted by an enterprise located within the territory of the People's Republic of China (hereinafter referred to as "investor") either directly or via an overseas enterprise under its control through investing assets, rights or interests, providing financing or a guarantee, or any other means, to obtain overseas ownership, control rights, business management rights, and other related rights and interests.
The investment activities as mentioned in the preceding paragraph mainly include but are not limited to:
1. The acquisition of the ownership of, right to use or other rights and interests in land abroad;
2. The acquisition of the concession right to explore and exploit and other rights and interests in overseas natural resources;
3. The acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas infrastructure;
4. The acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas enterprises or assets;
5. The new construction, renovation or expansion of overseas fixed assets;
6. The incorporation of a new enterprise overseas or the additional investment in an existing enterprise overseas;
7. The new establishment of or equity participation in overseas equity investment funds; and
8. The control of overseas enterprises or assets by means of an agreement, trust or otherwise.
For the purpose of these Measures, enterprises include non-financial enterprises and financial enterprises in diverse forms.
For the purpose of these Measures, control refers to the direct or indirect ownership of more than half of an enterprise's voting rights, or the ability to impose influences on an enterprise's important matters regarding business operation, finance, human resources, technologies, etc., even without more than half of the enterprise's voting rights.
Article 3 Investors shall have the right to make outbound investment at their own discretion according to the law, and be able to make decisions and undertake risks on their own.
Article 4 To make outbound investment, any investor shall go through the formalities to have a proposed overseas investment project (hereinafter referred to as the "project") approved or filed on the record, report relevant information, and cooperate in supervision and inspection.
Article 5 In making outbound investment, any investor shall neither violate any laws and regulations of China, nor threaten or damage the national interests or the national security of China.
Article 6 The National Development and Reform Commission (hereinafter referred to as the "NDRC") shall, to the extent of duties stipulated by the State Council, perform duties over outbound investment as the competent authority, and, depending on the needs of safeguarding the national interests and the national security of China, provide macro guidance and comprehensive services for and impose whole-process regulation of outbound investment.
Article 7 The NDRC shall develop a Management and Service Network System for Outbound Investment (hereinafter referred to as "Network System"). Investors may fulfil approval or record-filing formalities and report relevant information through such Network System; where certain matters involve state secrets or it is inappropriate to handle such matters through the Network System, investors may submit separate paper materials for such matters. The operational guide for this Network System shall be issued by the NDRC.
Chapter II Guidance and Services for Outbound Investment
Article 8 Investors may consult the NDRC about policies and information concerning outbound investment, report to the NDRC any situations and issues, and put forward opinions and proposals to the NDRC.
Article 9 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, develop and improve special plans and industrial policies in the relevant fields depending on the needs of the national economic and social development, to provide investors with macro guidance in respect of their outbound investment.
Article 10 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, strengthen the analysis of the international investment situation, and release relevant data, situations, and other information about outbound investment, to offer information services to investors.
Article 11 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, participate in the formulation of international investment rules, establish and improve an investment collaboration mechanism, strengthen exchange and coordination of policies, and call on relevant countries and regions to form a fair environment for Chinese enterprises to make investments.
Article 12 The NDRC shall, to the extent of duties stipulated by the State Council, promote efforts to establish a system and develop the capability to safeguard interests abroad, and guide investors in how to prevent risks and respond to major risks, to safeguard the legitimate rights and interests of Chinese enterprises.
Chapter III Approval and Record-filing of Outbound Investment Projects
Section I Projects Subject to Approval and Record-filing
Article 13 Projects subject to approval administration shall be sensitive projects carried out by investors either directly or through overseas enterprises under their control. The authority in charge of examining and approving such projects shall be the NDRC.
For the purpose of these Measures, sensitive projects include:
1. Projects involving sensitive countries and regions; and
2. Projects involving sensitive industries.
For the purpose of these Measures, sensitive countries and regions include:
1. Any countries and regions that have not yet formed diplomatic relations with China;
2.
......
Order of the National Development and Reform Commission of the People's Republic of China No.11
December 26, 2017
The Administrative Measures for the Outbound Investment of Enterprises, which were deliberated and adopted at the director's executive meeting of the National Development and Reform Commission, are hereby promulgated and shall take effect as of March 1, 2018.
Director, He Lifeng
Administrative Measures for the Outbound Investment of Enterprises
Chapter I General Provisions
Article 1 To enhance macro guidance for outbound investment, optimize comprehensive services for outbound investment, improve regulation throughout outbound investment, promote the sustained and healthy development of outbound investment, and safeguard the national interests and the national security of China, these Measures are formulated according to the Administrative Licensing Law of the People's Republic of China, the Decision of the State Council on Reforming the Investment System, the Decision of the State Council on Applying Administrative Licensing to the Administrative Examination and Approval Items Necessary to Be Retained, and other laws and regulations.
Article 2 For the purpose of these Measures, outbound investment refers to the investment activities conducted by an enterprise located within the territory of the People's Republic of China (hereinafter referred to as "investor") either directly or via an overseas enterprise under its control through investing assets, rights or interests, providing financing or a guarantee, or any other means, to obtain overseas ownership, control rights, business management rights, and other related rights and interests.
The investment activities as mentioned in the preceding paragraph mainly include but are not limited to:
1. The acquisition of the ownership of, right to use or other rights and interests in land abroad;
2. The acquisition of the concession right to explore and exploit and other rights and interests in overseas natural resources;
3. The acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas infrastructure;
4. The acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas enterprises or assets;
5. The new construction, renovation or expansion of overseas fixed assets;
6. The incorporation of a new enterprise overseas or the additional investment in an existing enterprise overseas;
7. The new establishment of or equity participation in overseas equity investment funds; and
8. The control of overseas enterprises or assets by means of an agreement, trust or otherwise.
For the purpose of these Measures, enterprises include non-financial enterprises and financial enterprises in diverse forms.
For the purpose of these Measures, control refers to the direct or indirect ownership of more than half of an enterprise's voting rights, or the ability to impose influences on an enterprise's important matters regarding business operation, finance, human resources, technologies, etc., even without more than half of the enterprise's voting rights.
Article 3 Investors shall have the right to make outbound investment at their own discretion according to the law, and be able to make decisions and undertake risks on their own.
Article 4 To make outbound investment, any investor shall go through the formalities to have a proposed overseas investment project (hereinafter referred to as the "project") approved or filed on the record, report relevant information, and cooperate in supervision and inspection.
Article 5 In making outbound investment, any investor shall neither violate any laws and regulations of China, nor threaten or damage the national interests or the national security of China.
Article 6 The National Development and Reform Commission (hereinafter referred to as the "NDRC") shall, to the extent of duties stipulated by the State Council, perform duties over outbound investment as the competent authority, and, depending on the needs of safeguarding the national interests and the national security of China, provide macro guidance and comprehensive services for and impose whole-process regulation of outbound investment.
Article 7 The NDRC shall develop a Management and Service Network System for Outbound Investment (hereinafter referred to as "Network System"). Investors may fulfil approval or record-filing formalities and report relevant information through such Network System; where certain matters involve state secrets or it is inappropriate to handle such matters through the Network System, investors may submit separate paper materials for such matters. The operational guide for this Network System shall be issued by the NDRC.
Chapter II Guidance and Services for Outbound Investment
Article 8 Investors may consult the NDRC about policies and information concerning outbound investment, report to the NDRC any situations and issues, and put forward opinions and proposals to the NDRC.
Article 9 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, develop and improve special plans and industrial policies in the relevant fields depending on the needs of the national economic and social development, to provide investors with macro guidance in respect of their outbound investment.
Article 10 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, strengthen the analysis of the international investment situation, and release relevant data, situations, and other information about outbound investment, to offer information services to investors.
Article 11 The NDRC shall, to the extent of duties stipulated by the State Council and in conjunction with related authorities, participate in the formulation of international investment rules, establish and improve an investment collaboration mechanism, strengthen exchange and coordination of policies, and call on relevant countries and regions to form a fair environment for Chinese enterprises to make investments.
Article 12 The NDRC shall, to the extent of duties stipulated by the State Council, promote efforts to establish a system and develop the capability to safeguard interests abroad, and guide investors in how to prevent risks and respond to major risks, to safeguard the legitimate rights and interests of Chinese enterprises.
Chapter III Approval and Record-filing of Outbound Investment Projects
Section I Projects Subject to Approval and Record-filing
Article 13 Projects subject to approval administration shall be sensitive projects carried out by investors either directly or through overseas enterprises under their control. The authority in charge of examining and approving such projects shall be the NDRC.
For the purpose of these Measures, sensitive projects include:
1. Projects involving sensitive countries and regions; and
2. Projects involving sensitive industries.
For the purpose of these Measures, sensitive countries and regions include:
1. Any countries and regions that have not yet formed diplomatic relations with China;
2.
......