The State Council's Regulations on Overseas Investment was promulgated

Regulations of the State Council on Overseas Investment

Article 1

These regulations are formulated in accordance with laws such as the Law of the People's Republic of China on Foreign Relations and the Foreign Trade Law of the People's Republic of China to promote high - level opening - up, facilitate the high - quality development of overseas investment, effectively implement overseas investment management, protect the legitimate rights and interests of investors and their overseas investments, and safeguard national sovereignty, security, and development interests.

Article 2

These regulations apply to overseas investments made by investors within the territory of the People's Republic of China (hereinafter referred to as "within the Chinese territory").

The term "overseas investment" as used in these regulations refers to the activities in which investors directly or indirectly acquire the ownership, control, management rights, and other relevant rights and interests of enterprises, assets, etc. in other countries (regions) through means such as investing assets, rights and interests, or providing financing and guarantees.

The term "investors" as used in these regulations includes enterprises, other organizations, and individual residents within the Chinese territory.

Article 3

The work of overseas investment adheres to the basic national policy of opening - up, implements the overall national security concept, coordinates development and security, coordinates domestic and international affairs, improves the management and service system for overseas investment, enhances the quality and level of overseas investment, and promotes open cooperation and mutual benefit.

Article 4

The state actively aligns with high - standard international economic and trade rules, promotes high - quality co - construction of the "Belt and Road Initiative", promotes the construction of multilateral and bilateral investment cooperation mechanisms, actively participates in the formulation of international investment rules, promotes international cooperation in industrial chains and supply chains, opposes unilateralism and protectionism, and promotes the construction of an open world economy.

Article 5

The state supports investors in carrying out overseas investment activities in accordance with the market principle and actively participating in international cooperation and competition. Investors shall enjoy the autonomy of overseas investment in accordance with the law, make independent decisions, bear risks on their own, and be responsible for their own profits and losses.

When investors carry out overseas investment and related activities, they shall abide by laws, regulations, and international practices, respect local customs and cultural traditions, abide by business ethics, be honest and trustworthy, compete fairly, fulfill social responsibilities, and safeguard the national image. They shall not disrupt the market competition order, damage the ecological environment, or harm the legitimate rights and interests of workers, and shall not endanger China's national security or damage national interests and public interests.

Article 6

The state improves the overseas comprehensive service system, promotes the integration of trade and investment, improves public platforms and services, coordinates service resources in fields such as foreign affairs, law, finance and taxation, finance, economy and trade, logistics, entry and exit, customs, and trade promotion to provide service guarantees for investors.

The people's governments at or above the provincial level and their relevant departments improve the ability and level of public services and provide public products and services in aspects such as laws and regulations, policies and measures, investment guides, intellectual property rights, risk prevention and response, and rights and interests protection for investors.

Article 7

Support professional service institutions such as consulting and evaluation, legal services, accounting and auditing, credit rating, mediation and arbitration, and intellectual property to expand their overseas service networks, improve their international service capabilities and levels, and provide high - quality professional services for investors and their overseas investments.

Relevant professional service institutions shall follow the principles of honesty, trustworthiness, diligence, responsibility, independence, and objectivity, establish effective risk control and internal control systems, be equipped with practitioners with corresponding professional capabilities, and carry out relevant service activities in accordance with the law.

Article 8

Banking financial institutions shall base on their functional positioning, follow the principles of marketization, rule of law, commercial sustainability, and risk controllability, and provide financial services such as financing for investors' overseas investments within their business scope. Policy - based insurance institutions are encouraged to provide services such as overseas investment insurance for investors' overseas investments.

Article 9

Relevant industry associations and chambers of commerce shall strengthen industry self - discipline in accordance with laws, regulations, and articles of association, improve their ability and level of serving investors and their overseas investments, and promptly reflect industry demands.

Industry associations and chambers of commerce, and trade and investment promotion organizations provide services related to overseas investment, such as information consultation, market expansion, economic and trade exchanges, rights and interests protection, and dispute resolution, in accordance with their articles of association.

Article 10

The state improves the overseas investment management system, perfects regulatory measures, implements full - process supervision in a classified and hierarchical manner, strengthens risk prevention and control, improves the scientific nature and safety of overseas investment, and promotes the combination of investment facilitation and effective risk prevention.

Article 11

The investment - in charge department and the commerce - in charge department of the State Council, together with other relevant departments of the State Council, formulate, adjust, and implement overseas investment policies based on the needs of national economic and social development, changes in the investment environment of relevant countries (regions), and the degree of risk, etc. They shall clarify the encouraged, restricted, and prohibited overseas investments, strengthen the supervision of overseas investments, and guide and supervise investors to standardize their investment and business operations.

Article 12

When investors need to go through procedures such as approval, filing, information reporting, and cross - border capital registration in accordance with the law when carrying out overseas investment activities, they shall handle them in accordance with relevant national regulations, submit relevant materials truthfully, and cooperate with the supervision and inspection of relevant in - charge departments.

Article 13

When carrying out overseas investment activities, investors shall not export or use goods, technologies, services, and relevant data prohibited from export by the state, or export or use goods, technologies, services, and relevant data restricted from export by the state without permission; nor shall they transfer goods, technologies, services, and relevant data prohibited from export by the state to other countries (regions) through means such as cross - border dispatch of technical personnel, organizing personnel to work in other countries (regions), providing cross - border technical guidance, and arranging cross - border personnel training, or transfer goods, technologies, services, and relevant data restricted from export by the state to other countries (regions) without permission.

Article 14

The management of overseas investment involving capital exchange, import and export of goods and technologies, cross - border service trade, cross - border data flow, entry and exit of personnel, as well as the review of concentration of undertakings, export control, network security supervision, tax collection and management, and supervision of state - owned assets shall be implemented in accordance with relevant laws, administrative regulations, and relevant national regulations.

Article 15

The state improves the overseas investment security review system. The investment - in charge department and the commerce - in charge department of the State Council, together with other relevant departments of the State Council, conduct security reviews on overseas investments and the transfer and disposal of relevant assets and rights and interests that affect or may affect national security. Relevant organizations and individuals shall provide assistance and cooperation, shall not refuse or obstruct, and shall abide by the decisions of the overseas investment security review.

Article 16

Investors and the enterprises they invest in other countries (regions) shall improve their governance structures, establish and improve systems for compliant operation, internal control, work safety, and emergency response, strengthen risk identification, prevention, and handling, and invest necessary personnel, funds, equipment, and other resources to ensure the safety of their employees and assets.

Article 17

Investors shall standardize their investment and business operations, and shall not damage the business reputation and product reputation of other investors, infringe on others' trade secrets, dump goods at low prices without justifiable reasons, seek improper benefits through means such as bribery and fraud, or disrupt the overseas investment market order.

Article 18

Relevant departments of the State Council strengthen the monitoring, early warning, and risk assessment of overseas investment, timely release the security status of relevant countries (regions), prompt investment risks, guide and help investors prevent security risks, and safeguard national overseas interests and the legitimate rights and interests of investors.

Article 19

The People's Republic of China conducts cooperation and exchanges in the field of law enforcement with other countries (regions), international organizations, etc. in accordance with international treaties and agreements it has concluded or acceded to, or in accordance with the principle of equality and reciprocity, to protect the safety of investors in other countries (regions), the employees and assets of the enterprises and projects they invest in, and the legitimate rights and interests of relevant organizations and individuals.

The state actively negotiates and signs international economic and trade agreements such as multilateral and bilateral trade and investment agreements to improve the level of overseas investment protection and promote investment liberalization and facilitation.

Article 20

The state shall, in accordance with the law, provide consular protection and assistance to Chinese citizens and organizations investing in other countries (regions) and Chinese - nationality employees of the enterprises and projects they invest in, and safeguard their legitimate rights and interests.

In the event of major emergencies such as war, armed conflict, riot, serious natural disaster, major accident disaster, major infectious disease epidemic, and terrorist attack in the country (region) where the investment is made, if the Chinese - nationality employees of the investors and the enterprises and projects they invest in are in need of help due to threats to their personal and property safety, the overseas diplomatic missions shall promptly verify the situation, urge the relevant country (region) to take effective measures to protect the personal and property safety of Chinese citizens and organizations, and provide assistance according to the relevant situation; if the Chinese government makes corresponding arrangements for avoiding risks, relevant organizations and individuals shall cooperate.

Article 21

Investors are encouraged to resolve contradictions and disputes related to overseas investment through various means such as negotiation, mediation, arbitration, and litigation to safeguard their legitimate rights and interests.

Article 22

When Chinese organizations and individuals participate in overseas - related arbitration or litigation in relation to overseas investment or are subject to relevant investigations by overseas judicial or law - enforcement agencies and need to provide evidence or relevant materials overseas, they shall abide by laws, administrative regulations, and relevant national regulations on state secret protection, data security, personal information protection, technology export management, export control, and judicial assistance. If permission from the in - charge authority is required by law, relevant legal procedures shall be followed.

Article 23

If investors encounter investment barriers or other investment and business obstacles related to trade in the country (region) where they invest, the commerce - in charge department of the State Council may conduct investigations on its own or jointly with other relevant departments of the State Council. Relevant organizations and individuals shall provide assistance and cooperation. Based on the investigation results, relevant departments of the State Council may take measures such as adjusting relevant country - specific investment policies, banning or restricting the import and export of relevant goods and technologies, or international service trade.

Article 24

If any country (region) or international organization violates international law and basic norms of international relations and takes discriminatory prohibitions, restrictions, or other similar measures against the People's Republic of China in investment and business operations, the Chinese government and its relevant departments may take corresponding measures according to the actual situation to protect the safety and legitimate rights and interests of investors and their overseas investments, and safeguard the country's overseas interests from threats and infringements.

Relevant departments of the State Council may, in accordance with the Law of the People's Republic of China on Countering Foreign Sanctions and the Regulations on Implementing the Law of the People's Republic of China on Countering Foreign Sanctions, decide to include organizations and individuals that directly or indirectly participate in formulating, deciding, and implementing the discriminatory prohibitions, restrictions, or other similar measures mentioned in the previous paragraph in the counter - measures list and take corresponding measures.

Article 25

If foreign organizations or individuals endanger China's national sovereignty, security, and development interests, interrupt normal transactions with Chinese enterprises, other organizations, or individuals in violation of normal market transaction principles, or take discriminatory measures against investors and their overseas investments, and unreasonably deprive or restrict the legitimate rights and interests of investors and their overseas investments, relevant departments of the State Council may take measures such as banning or restricting their import and export activities related to China, banning or restricting their investment within the Chinese territory, banning or restricting Chinese organizations and individuals from conducting relevant transactions and cooperation with them, banning or restricting the entry of relevant personnel, products, and means of transportation, and canceling or restricting the work, stay, or residence qualifications of relevant personnel within the Chinese territory. These measures may be applied to organizations actually controlled by or participated in the establishment and operation of by foreign organizations and individuals.

Article 26

Public officials shall keep confidential state secrets, work secrets, trade secrets, personal privacy, and personal information they learn in the performance of duties related to overseas investment management and services in accordance with the law, and shall not disclose or illegally provide them to others.

Article 27

If an investor invests in overseas investments prohibited by the state, the investment - in charge department and the commerce - in charge department of the State Council shall, in accordance with their division of responsibilities, order the investor to stop the investment activity, dispose of shares and assets within a time limit, and confiscate the illegal gains; if the investor refuses to execute, a fine of not less than 5‰ and not more than 10‰ of the investment amount shall be imposed; a fine of not less than 50,000 yuan and not more than 100,000 yuan shall be imposed on the directly responsible person in charge and other directly responsible personnel.

If an investor fails to go through the procedures for approval and filing of overseas investment as required, or applies for relevant approval and filing by submitting false materials or concealing true information, the approval and filing authority shall order the investor to make corrections, confiscate the illegal gains, and impose a fine of not less than 1‰ and not more than 5‰ of the investment amount; if the investor refuses to make corrections, the investor shall be ordered to stop the investment activity, dispose of shares and assets within a time limit, and a fine of not less than 5‰ and not more than 10‰ of the investment amount shall be imposed; a fine of not less than 20,000 yuan and not more than 50,000 yuan shall be imposed on the directly responsible person in charge and other directly responsible personnel.

If an investor obtains the approval and filing of overseas investment by improper means such as bribery and deception, the approval and filing authority shall revoke the approval and filing documents, confiscate the illegal gains, and impose a fine of not less than 1‰ and not more than 5‰ of the investment amount; if the investment has been made, the investor shall be ordered to stop the investment activity, dispose of shares and assets within a time limit, and a fine of not less than 5‰ and not more than 10‰ of the investment amount shall be imposed; a fine of not less than 20,000 yuan and not more than 50,000 yuan shall be imposed on the directly responsible person in charge and other directly responsible personnel.

From the date when the penalty decisions in the previous three paragraphs come into effect, relevant in - charge departments may not accept the approval and filing applications submitted by the violator within 3 years, or prohibit the violator from engaging in overseas investment activities for a period of not less than 1 year and not more than 3 years.

Article 28

If an entity or individual violates the provisions of Article 15 of these regulations by refusing to cooperate with the overseas investment security review, providing false materials or concealing relevant information, or failing to abide by the decisions of the overseas investment security review, relevant departments of the State Council shall order corrections, confiscate illegal gains, and impose fines; if national security is endangered, the entity or individual shall be ordered to take necessary measures to eliminate the impact on national security, and may be prohibited from engaging in overseas investment activities for a period of not less than 1 year and not more than 3 years; if the investment has been made, the entity or individual may be ordered to stop the investment activity and dispose of shares and assets within a time limit.

Article 29

If an investor violates the provisions of Article 17 of these regulations, the investment - in charge department and the commerce - in charge department of the State Council may, in accordance with their division of responsibilities, order the investor to make corrections within a time limit; if harmful consequences are caused, the investor may be prohibited from engaging in overseas investment activities for a period of not less than 1 year and not more than 3 years.

Article 30

If an investor violates these regulations when carrying out overseas investment activities and causes personal injury or property loss, the investor shall bear civil liability in accordance with the law; if the act constitutes a violation of public security management, public security management penalties shall be imposed in accordance with the law; if the act constitutes a crime, criminal liability shall be investigated in accordance with the law.

If an investor violates other laws and regulations when carrying out overseas investment activities, the competent authority shall order corrections and handle the matter in accordance with the law.

Article 31

If a public official abuses power, neglects duties, practices favoritism, or discloses or illegally provides state secrets, work secrets, trade secrets, personal privacy, and personal information learned in the work of overseas investment, the public official shall be given sanctions in accordance with the law; if the act constitutes a crime, criminal liability shall be investigated in accordance with the law.

Article 32

The management of investments made by investors in the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan Region shall be implemented with reference to these regulations; if there are other provisions in laws, administrative regulations, or by the State Council, such provisions shall prevail.

Article 33

The management of investments made by investors in overseas financial markets with their own funds, raised funds, and other entrusted funds shall be implemented in accordance with these regulations and other relevant national regulations.

The management of reinvestments made by investors with assets, rights and interests obtained from overseas investments outside China shall be implemented in accordance with these regulations and other relevant national regulations.

Specific management measures for overseas investments made by individual residents within the Chinese territory shall be formulated by the investment - in charge department and the commerce - in charge department of the State Council.

Article 34

These regulations shall come into force as of July 1, 2026.

(Source: CCTV News)