China's New Draft Rules for Overseas Listings
ISSUING AUTHORITIES:
People’s Bank of China
State Administration of Foreign Exchange
DATE OF ISSUANCE:
May 23, 2025
EFFECTIVE DATE:
May 23, 2025
On May 23, 2025, the People's Bank of China (PBOC) and the State Administration of Foreign Exchange (SAFE) released a draft notice to optimize cross-border fund management for Chinese companies listing overseas. The 26-article draft, open for public feedback, aims to unify policies for RMB and foreign currency, streamline fundraising, and enhance financing efficiency.
The draft addresses inconsistencies in existing policies, notably the 2014 SAFE regulations, which stakeholders find restrictive in registration timelines, account usage, and fund conversions. Following the China Securities Regulatory Commission’s 2023 shift to a filing-based system for overseas listings and H-share “full circulation”, the draft aligns fund management with these reforms.
Key changes include unified RMB and foreign currency policies, and allowing funds from overseas listings, share sales, or transfers to be repatriated in either currency using capital project settlement accounts. RMB repatriation can utilize domestic RMB accounts, and H-share dividends can be distributed in RMB. Funds repatriated in foreign currency can be freely converted, with flexible forex risk management options via banks or brokers.
The draft simplifies procedures by delegating registration from SAFE to banks, extending listing and issuance registration from 15 to 30 working days, and adjusting share reduction registration to 30 days post-transaction. It also eases requirements for information updates and equity changes.
To regulate fundraising, the draft mandates repatriation of most funds, with exceptions for pre-approved overseas investments. It also clarifies rules for convertible bonds. These reforms support Chinese firms’ global financing while balancing regulatory oversight.
Reference:
《關于境內企業境外上市資金管理有關問題的通知（征求意見稿）》
