In order to standardize and improve the foreign exchange management of overseas listing of domestic enterprises and facilitate the operation of the market, the State Administration of Foreign Exchange recently issued the Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning Foreign Exchange Management of Overseas Listing (Huifa [2065438+04] No.54, hereinafter referred to as the Notice), which cancelled the approval for the repatriation of overseas raised funds and simplified the registration and data submission.
The Notice highlights decentralization, simplifies management, and further facilitates the operation of foreign exchange business of overseas listing of domestic enterprises. The main contents are as follows: First, the approval for the repatriation of overseas raised funds under overseas listed foreign shares is cancelled, and overseas listed enterprises can directly handle foreign exchange settlement in banks with industrial and commercial registration certificates. The second is to integrate foreign exchange accounts, where domestic companies and domestic shareholders open corresponding accounts as needed to centrally handle the exchange and transfer of relevant funds. The third is to allow domestic companies to buy back, domestic shareholders to increase their holdings and other remitted funds to be repatriated, freely settled and transferred. The fourth is to cancel paper reports and simplify registration and data submission.
This notice shall come into force as of the date of promulgation. (End)
Annex: Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning the Administration of Foreign Exchange Listed Abroad
Branches and foreign exchange administrations of the State Administration of Foreign Exchange in all provinces, autonomous regions and municipalities directly under the Central Government, branches in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo, and head offices of designated Chinese-funded foreign exchange banks:
In order to standardize and improve the administration of foreign exchange listed overseas, relevant matters are hereby notified as follows according to the Regulations of People's Republic of China (PRC) Municipality on Foreign Exchange Administration and other relevant laws and regulations:
1. The term "overseas listing" as mentioned in this Notice refers to a joint stock limited company registered in China (hereinafter referred to as a domestic company), which, with the permission of China Securities Regulatory Commission [Weibo] (hereinafter referred to as China Securities Regulatory Commission [Weibo]), issues shares (including preferred shares and stock derivative securities), corporate bonds convertible into shares and other securities permitted by laws and regulations (hereinafter referred to as overseas shares) overseas, and makes them public on overseas stock exchanges.
Two. The State Administration of Foreign Exchange, its branches and the foreign exchange administration department (hereinafter referred to as the foreign exchange administration department) shall supervise, manage and inspect the industrial and commercial registration, account opening and use, cross-border revenue and expenditure, fund remittance and other acts involved in the overseas listing of domestic companies.
Three. A domestic company shall, within/0/5 working days from the end of overseas listing and issuance, handle overseas listing registration with the following materials at the foreign exchange bureau where it is registered (hereinafter referred to as the local foreign exchange bureau):
(1) Written application and overseas listing registration form (see Annex1);
(2) Certification documents of China Securities Regulatory Commission allowing domestic companies to list overseas;
(3) Announcement documents on the end of overseas issuance;
(4) materials that need to be supplemented when the contents of the above materials are inconsistent or cannot explain the authenticity of the transaction.
The local foreign exchange bureau shall register the domestic company in the capital account information system (hereinafter referred to as the system), print the business registration certificate through the system, and affix the business seal to the domestic company. Domestic companies handle overseas listed accounts and related businesses with this registration certificate.
4. After a domestic company is listed overseas, if a domestic shareholder intends to increase or decrease the shares of an overseas listed company according to the relevant regulations, he shall, within 20 working days before the increase or decrease, register the overseas shares with the following materials at the foreign exchange bureau where the domestic shareholder is located:
(1) A written application, with a Registration Form for Overseas Shareholding (see Annex 2);
(2) Resolutions of the board of directors or shareholders' meeting on matters of increasing or decreasing holdings (if any);
(3) If it needs to be approved by the financial department, the state-owned assets management department and other relevant departments, the approval documents of the relevant departments shall be provided;
(4) materials that need to be supplemented when the contents of the above materials are inconsistent or cannot explain the authenticity of the transaction.
After verifying that the above materials are correct, the local foreign exchange bureau will register the domestic shareholders in the system, print the business registration certificate through the system, and affix the business seal to the domestic shareholders. With this registration certificate, domestic shareholders go to the bank to handle the increase and decrease of shares of overseas listed companies and open accounts for related businesses.
5. Domestic companies (except banking financial institutions) shall open a "special foreign exchange account for overseas listing of domestic companies" (hereinafter referred to as "special foreign exchange account for overseas listing of domestic companies") in domestic banks on the strength of the Registration Certificate for Overseas Listing, and use it for fund exchange and transfer of related businesses (see Annex 3 for account type, income and expenditure scope and matters needing attention).
6. Domestic companies (except banking financial institutions) shall open one-to-one accounts (RMB (6.7366, -0.0008, -0.0 1%) in their special accounts for overseas listing, which shall be used to deposit RMB funds obtained from the settlement of funds in special accounts for overseas listing, the funds raised for overseas listing in RMB form and for repurchase.
7. Domestic shareholders of overseas listed companies shall, with the registration certificate of overseas shareholding business, open a "special account for overseas shareholding of domestic shareholders" (hereinafter referred to as "special account for overseas shareholding of domestic shareholders") in domestic banks to increase, decrease or transfer shares of overseas listed companies, and handle the fund exchange and transfer of related businesses (see Annex 3 for account type, income and expenditure scope and matters needing attention).
8. Domestic companies and their domestic shareholders may open corresponding special accounts overseas (hereinafter referred to as "overseas accounts") for handling overseas listing related businesses. The scope of revenue and expenditure of overseas special accounts shall meet the relevant requirements in Annex 3.
9. The funds raised by overseas listing of domestic companies can be transferred back to China or deposited abroad, and the use of funds should be consistent with the relevant contents listed in public disclosure documents (hereinafter referred to as public disclosure documents) such as prospectus or corporate bond raising documents, shareholders' circulars, resolutions of the board of directors or shareholders' meeting.
If the funds raised by domestic companies issuing convertible corporate bonds need to be repatriated, they should be remitted to their domestic foreign debt accounts, and relevant procedures should be handled in accordance with the relevant provisions on foreign debt management; If the funds raised by issuing other forms of securities intend to be repatriated, they shall be remitted to their overseas listed accounts (foreign exchange) or accounts to be paid (RMB).
Ten, domestic companies to buy back their overseas shares, can use overseas funds and domestic funds in accordance with the relevant provisions. If a domestic company needs to use and remit domestic funds, it shall go through the formalities of remittance of relevant funds to the opening bank through the overseas listed account (foreign exchange) or the account to be paid (RMB) with the overseas listing business registration certificate (if the repurchase information is not registered, it shall be registered within 20 working days before the planned repurchase) and relevant materials or certification materials obtained after the repurchase information (including changes) is registered at the local foreign exchange bureau.
After the repurchase, the surplus funds remitted abroad for repurchase shall be remitted back to the special account for overseas listing of domestic companies (foreign exchange) or the account to be paid (RMB).
Eleven, according to the needs, domestic companies can apply to the bank for overseas listing account funds for domestic transfer or payment, or foreign exchange settlement to be paid.
12. If a domestic company applies for domestic transfer or payment of funds in an account to be paid, it shall provide the bank with proof that the use of funds in overseas public disclosure documents is consistent with the use of remitted foreign exchange settlement funds. Where the use of funds is inconsistent with the use of funds in the public disclosure documents or the public disclosure documents are unclear, a resolution of the board of directors or shareholders' meeting on changing or clarifying the corresponding use of funds shall be provided. Among them, the remaining funds repatriated by domestic companies after repurchasing overseas shares can be directly transferred or paid in China.
The opening bank shall, after strictly examining the use of funds in overseas listed accounts or accounts to be paid by domestic companies, handle the fund transfer and payment procedures for relevant accounts for domestic companies.
Thirteen, domestic shareholders in accordance with the relevant provisions of the shares of overseas domestic companies, can use overseas funds and domestic funds in accordance with the relevant provisions. If domestic shareholders need to use and remit domestic funds, they should hold the registration certificate of overseas shareholding business and relevant explanations or certification materials, and go through the formalities for remittance of funds through the special account for overseas shareholding of domestic shareholders at the opening bank.
After the end of the increase, if there is any surplus of funds remitted abroad due to the increase, it shall be remitted back to the special account for overseas shareholding of domestic shareholders. Domestic shareholders can go to the bank to handle the domestic transfer or settlement of relevant funds with the registration certificate of overseas shareholding business.
14. The income under capital obtained by domestic shareholders due to the reduction or transfer of overseas shares of domestic companies or the delisting of domestic companies from overseas securities markets may be retained overseas or remitted back to the special account for overseas shares of domestic shareholders. If repatriated, domestic shareholders can go to the bank to handle the domestic transfer or settlement of relevant funds with the registration certificate of overseas shareholding business.
15. In case of any of the following changes to a domestic company, it shall, within/0/5 working days from the date of the change, go to the local foreign exchange bureau to handle the overseas listing registration change with a written application, a newly filled overseas listing registration form and relevant transaction authenticity certification materials. For any change that requires the approval or filing of the competent department, the approval or filing documents of the competent department shall be provided.
(1) The name, registered address and information of major shareholders of the overseas listed company have changed;
(2) Capital increase and share expansion (including over-allotment) or capital changes such as capital reserve, surplus reserve and undistributed profits being converted into share capital;
(3) Repurchase overseas shares;
(4) Convertible bonds into shares (proof of foreign debt registration change or cancellation is required);
(5) The shareholding structure of overseas listed companies changes due to the completion of the plan of increasing, decreasing, transferring and accepting overseas shares by domestic shareholders;
(6) The use plan and purpose of the originally registered overseas raised funds have changed;
(seven) other changes in the relevant contents of registration.
16. In accordance with the relevant provisions of the Interim Measures for the Administration of Reducing State-owned Shares to Raise Social Security Funds (Guo Fa [20065438+0] No.22), if the state-owned shareholders of domestic companies need to turn over the proceeds from their reduction to the National Social Security Fund (hereinafter referred to as the Social Security Fund), the domestic companies will handle it on their behalf, and the corresponding funds will be remitted through overseas listed accounts and accounts to be paid by domestic companies.
A domestic company shall apply to the bank where its overseas listed account and the account to be paid are opened for direct transfer (or transfer to the account to be paid after settlement of foreign exchange) to the corresponding account opened by the Ministry of Finance in a domestic bank, and attach a description of the state-owned shareholders' reduced income to the social security fund (including the calculation of the reduced due funds and the amount of funds to be paid) and other materials. ).
Seventeen, domestic companies to overseas regulatory agencies, exchanges, underwriting institutions, lawyers, accountants and other overseas institutions to pay their reasonable expenses related to overseas listing, in principle, should be deducted from the funds raised by overseas listing, it is really necessary to remit from China (including foreign exchange purchase), should hold the following materials to apply to the bank:
(1) Registration certificate of overseas listing business;
(2) List of payment of overseas listing fees and relevant certification materials that can explain the remitted amount (including remitted foreign exchange) and corresponding matters;
(3) If relevant overseas institutions should pay taxes to domestic tax authorities, they should also provide relevant tax vouchers such as tax withheld and remitted by overseas enterprises or individuals.
18. If a domestic company withdraws from the overseas securities market, it shall, within/0/5 working days from the date of delisting, go to the local foreign exchange bureau to handle the cancellation registration of overseas listing with a copy of the relevant approval from the competent department, delisting announcement and other authenticity proof materials, the registration certificate of overseas listing business, relevant accounts and capital handling. At the same time, the local foreign exchange bureau shall withdraw the registration certificate of overseas listing of domestic companies.
19. After opening, changing or closing the domestic accounts of domestic companies and domestic shareholders, domestic companies and domestic shareholders' banks shall submit account information according to the requirements of the State Administration of Foreign Exchange on Issuing: (Huifa [2065,438+04]18).
Twenty, domestic companies, domestic shareholders and relevant domestic banks shall timely declare the balance of payments statistics in accordance with the relevant provisions.
Twenty-one, domestic companies, domestic shareholders and related domestic banks in violation of this notice, the foreign exchange bureau can take corresponding regulatory measures in accordance with the law, and according to the corresponding provisions of the "Regulations on the Administration of Foreign Exchange in People's Republic of China (PRC)" shall be given administrative punishment.
22. Matters related to foreign exchange management of overseas listing of domestic financial institutions shall be handled in accordance with this Notice, except as otherwise provided for by banking and insurance financial institutions.
Twenty-three, domestic companies that have registered overseas listing before the issuance of this notice shall be handled in accordance with the following principles:
(1) Where relevant accounts have been opened, but the funds have not been fully repatriated for settlement of foreign exchange, or there are rights issues, additional issuance and other acts involving cross-border funds and settlement and sale of foreign exchange, they should open corresponding accounts to be paid in the bank with the industrial and commercial registration certificate, and handle the follow-up business according to this notice.
(2) If the relevant account has not been opened, it shall be handled in accordance with this Notice.
Twenty-four, the relevant applications and registration materials required by this notice shall be provided with legally binding Chinese texts. When there are multiple versions of Chinese and other languages, the legally effective Chinese version shall prevail.
Twenty-five, the State Administration of foreign exchange is responsible for the interpretation of this notice.
Twenty-six, this notice shall come into force as of the date of promulgation. Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning the Administration of Foreign Exchange in Overseas Listing (Huifa [2013] No.5) shall be abolished at the same time. If other relevant foreign exchange regulations are inconsistent with this notice, this notice shall prevail.
After receiving this notice, all branches should forward it to the central branches, city commercial banks and foreign banks within their jurisdiction as soon as possible. All designated Chinese-funded foreign exchange banks shall forward this notice to their branches as soon as possible after receiving it. If there is any problem in the implementation, please report it to the Capital Project Management Department of the State Administration of Foreign Exchange in time.
State Administration of Foreign Exchange