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    Asia

    Focus: Making PRC outbound investment easier

    2 December 2009

    In brief: The State Administration of Foreign Exchange of the People's Republic of China recently streamlined the administration of foreign exchange for overseas investment by PRC-incorporated entities. Partner Stuart Mengler and Senior Associate Frank Fan look at the key changes, their impact on offshore investment by PRC entities and the potential impact on foreign invested enterprises operating in the PRC.

    How does it affect you?

    • The overall liberalisation of foreign exchange approval processes by the State Administration of Foreign Exchange (SAFE) is having a significant impact on capital outflow and financing arrangements for PRC domestic entities investing offshore. Foreign invested entities in the PRC (FIEs) also need to take these changes into account in respect of their own cross-border activities.
    • The Administrative Provisions on Foreign Exchange for Overseas Direct Investment by Domestic Institutions (the Outbound Regulations) ('境内机构境外直接投资外汇管理规定') consolidate SAFE's overall policy of streamlining foreign exchange administration processes for overseas investment by PRC domestic entities. The Outbound Regulations are intended to provide clearer guidelines and a simplified process in respect of matters such as foreign exchange remittance, direct finance and capital resettlement.
    • In addition, the Notice on the Relevant Issues relating to Foreign Exchange Administration on Overseas Lending by Domestic Enterprises (the Lending Notice) ('关于境内企业境外放款外汇管理有关问题的通知') provides more certainty and flexibility regarding cross-border financing by PRC domestic entities to offshore subsidiaries. It is of primary benefit to PRC enterprises providing follow-up financial support to offshore investments.
    • The Outbound Regulations and the Lending Notice are consistent with the PRC Government's strong support for 'going abroad' activities by PRC domestic entities. This support is evidenced by policy changes from each of the three principal regulators governing outbound investment activities, the Ministry of Commerce (MOC), the National Development & Reform Commission (NDRC) and SAFE.

    Background

    It is well documented that PRC companies, and State-owned enterprises in particular, are increasingly active in offshore investment.

    As part of this trend, the PRC Government recently issued a number of new regulations and rules for the purpose of simplifying the approval procedures for PRC companies investing overseas. These steps are part of an overall policy to encourage such investment.

    In particular, MOC issued the Administrative Measures regarding Outbound Investment ('境外投资管理办法'), which took effect on 1 May 2009. These measures outline the streamlined process for review and approval of overseas investment applications by PRC incorporated entities.

    SAFE has also been active in streamlining and loosening control over the approval process for outbound investment. The Outbound Regulations and the Lending Notice (both effective 1 August 2009) are the most recent examples of this trend from SAFE and supersede the original Measures for the Administration of Foreign Exchange in the Offshore Investment ('境外投资外汇管理办法') published by SAFE in 1989 and its implementation rules of 1990 ('境外投资外汇管理办法细则') (the Original Rules).

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    SAFE involvement in outbound investment approval

    In accordance with the Outbound Regulations, PRC entities – after obtaining the offshore investment approvals from MOC and (if applicable) NDRC (the investment approvals) – are permitted to invest offshore using foreign exchange.

    According to SAFE, the two key types of offshore investment are 'offshore equity' and 'offshore creditor' investments. Offshore creditor investment includes offshore lending. Both types of foreign investment have been subject to a decreased level of control by SAFE with the Outbound Regulations focused on equity investment and the Lending Notice focused on financing.

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    Broader application

    The Outbound Regulations comprise a significant change for FIEs and PRC financial institutions.

    The Outbound Regulations:

    FIEs and PRC financial institutions were not included within the scope of the Original Rules.

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    Diversified sources for outbound investment

    Under the Original Rules, the sources of offshore investment were limited to foreign exchange currency owned by PRC entities.

    Over the past decade however, SAFE broadened the type of investment sources via a number of subsequent rules and notices.

    The Outbound Regulations now make it clear that PRC entities are permitted to use not only self-owned funds (including foreign exchange held or purchased using RMB) and other non-cash assets, but also to borrow foreign exchange loans to conduct offshore investment.

    By way of summary, the Outbound Regulations provide that the following funds may be used by PRC-incorporated entities in offshore direct investment:

    Other changes include:

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    Simplified SAFE registration and filing processes

    SAFE previously verified the source of foreign exchange itself (外汇资金来源审核). This was actually a less stringent version of the prior position whereby a foreign exchange risk assessment (外汇风险审查) was required. The foreign exchange risk assessment requirement was discontinued in 2003.

    PRC entities seeking to invest offshore now only need – as part of the application documents for a foreign Exchange Registration Certificate for Outbound Investment (the FX Certificate uHomeloanhomefinancing Category Best Mortgage Rates Home Loan Home Financing Allens Homeloanhomefinancing Arthur Robinson: Publication: Focus: Making PRC outbound investment easiers q Trade Loan High zHomeloanhomefinancing Category Best Mortgage Rates Home Loan Home Financing Allens Homeloanhomefinancing Arthur Robinson: Publication: Focus: Making PRC outbound investment easiert i Home e Home Loan Home Financing Home Loan Home Financing Home