China – CB, CHI SAFE Foreign Listing Funds Re: Shareholding

China – CB, CHI SAFE Foreign Listing Funds Re: Shareholding

On 23 May 2025, CHI CB, CHI SAFE proposed measures re overseas listing.

  • CHI SAFE, CHI CB proposed Notice on issues concerning management of funds for overseas listing of domestic enterprises, to facilitate cross-border financing for firms.

Background

  • CHI CSRC has transitioned from approval-based to filing-based regime for overseas listings and full circulation of H-shares; as such, updates to forex policies are needed.
  • Outdated provisions under Notice of CHI SAFE on issues concerning foreign exchange administration of overseas listing, which are now seen as inflexible, must be revised.

Proposal

  • Introduces a unified framework for RMB and foreign currency management, allowing proceeds from overseas listings, share disposals to be remitted back in either currency.
  • Procedures are simplified by allowing banks, rather than CHI SAFE, to handle most registration processes, except in cases of share repurchases or shareholding increases.
  • Registration timelines are relaxed: issuance-related filings are extended to from 15 to 30 working days, and share reduction can be registered within 30 days after execution.
  • Requirements for reporting corporate or shareholding structure changes are eased.
  • Clarified that funds raised from listing and proceeds from share disposal should be repatriated, while unused funds remitted for shareholding increases must be returned.
  • Requirements are clarified for convertible bonds issued overseas and their conversion.
  • Companies that have obtained necessary approvals or filings from authorities prior to listing may retain part of proceeds offshore for direct investment or outbound lending.

Consultation Period

  • Comment period of the consultation closes on 22 June 2025.