事关境外上市!央行、外汇局联合发布
Xin Lang Cai Jing·2025-12-27 07:23

Core Viewpoint - The People's Bank of China and the State Administration of Foreign Exchange have issued a new notification to facilitate domestic companies in raising funds in overseas markets, marking a significant step towards a more streamlined and flexible management of overseas listing funds [1][6]. Group 1: Policy Changes - The new regulation allows for more flexible timing in the registration of share reductions by domestic shareholders, changing the deadline from "within 30 working days after reduction" to "within 30 working days before or after reduction," thus granting companies greater operational autonomy [2][6]. - The process for changing registration has been simplified by removing the requirement for banks to "simultaneously retrieve the original business registration certificate," which reduces unnecessary paperwork [2][6]. - The terminology in the "Overseas Shareholding Change Registration Form" has been updated to "China Securities Regulatory Commission filing or approval number," enhancing the policy's continuity and inclusiveness for companies listed before the new regulations [2][7]. Group 2: Fund Management - The notification unifies the management of foreign and domestic currency funds, clarifying that proceeds from overseas fundraising and share transfers can be repatriated in either foreign currency or RMB, with H-share companies required to distribute dividends to domestic shareholders in RMB [3][8]. - Companies are allowed to autonomously convert foreign currency funds for use, while RMB funds can either enter a capital project settlement account or a domestic RMB bank settlement account [3][8]. - The new regulation establishes a clear funding pathway for H-share "full circulation" business, requiring all related fund transfers to go through a specialized account at China Securities Depository and Clearing Corporation [3][8]. Group 3: Special Provisions - For state-owned shareholders, the regulation stipulates that the domestic company will handle the remittance of proceeds from share reductions to the National Social Security Fund, requiring documentation to be submitted through the capital project settlement account or domestic RMB bank settlement account [4][9].