MOFCOM Announcement No.87 of 2013 on Issues Concerning Cross-border RMB Direct Investment

MOFCOM Announcement No.87 of 2013

In order to promote the facilitation of cross-border RMB direct investment and perfect the regulatory measures, issues concerning cross-border RMB direct investment are hereby notified as follows:

I. For the purpose of the MOFCOM Announcement No.87 of 2013 on Issues Concerning Cross-border RMB Direct Investment (hereinafter referred to as the "Announcement"), the “cross-border RMB direct investment” refers to foreign direct investment activities conducted in China by foreign investors (investors from Hong Kong, Macao and Taiwan Region included, the same below) with legally obtained offshore RMB funds, including establishment of enterprises, capital increase, equity participation or mergers and acquisitions of domestic enterprises). Foreign investors shall, in accordance with prevailing national foreign investment laws, administrative laws and regulations, rules and relevant policies, go through relevant procedures for cross-border RMB direct investment.

II. The cross-border RMB direct investment and the reinvestment by the invested foreign-funded enterprises shall meet the requirements of foreign investment laws and regulations as well as relevant provisions, and shall comply with the industrial policies on foreign investment as well as relevant national provisions on the security review of foreign mergers and acquisitions and anti-monopoly review.

III. Foreign-funded enterprises (listed companies through strategic investment excluded) shall not utilize the funds of cross-border RMB direct investment to directly or indirectly invest in securities and financial derivatives as well as entrusted loans within the territory of China.

IV. Competent commercial departments shall indicate in the reply to cross-border RMB direct investment such words “Overseas RMB Investment”, the amount of RMB investment and the requirements set out in Article 3 hereof, and shall promptly forward the reply document to the people’s bank, customs, taxation, industry and commerce, and foreign exchange department at the same level.

V. Where applying for change of the original investment currency from a foreign currency to RMB, foreign investors are not required to apply for approving the change of contract or articles of associations, and may go through procedures for the registration, account opening and funds transfer at relevant department and banks in accordance with the requirements of foreign investment laws, administrative laws and regulations as well as relevant provisions.

VI. Where foreign investors conduct direct investment with the RMB profits obtained from the invested foreign-funded enterprise within the territory of China but are not remitted abroad and those obtained from share transfer, reduction of capital, liquidation and recovery of investment ahead of time, relevant provisions shall also apply.

VII. The above-mentioned measures shall be implemented as of January 1, 2014. The Circular of the Ministry of Commerce on Issues Concerning Cross-border RMB Direct Investment (S.Z.H. [2011] No.889) and the Circular of the General Office of the Ministry of Commerce on Issues Concerning the Implementation of Administration on Cross-border RMB Direct Investment in the Business System (S.B.Z.H. [2011] No.1171) shall be abolished as of the implementation hereof. In case of any inconsistency between previous provisions of the Ministry of Commerce on cross-border RMB direct investment and the Announcement, the latter shall prevail.

Ministry of Commerce of the People’s Republic of China

December 3, 2013

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