Xinhua News Agency, Beijing, June 1
Regulations of the State Council on Outbound Investment
Article 1 These Regulations are formulated in accordance with the Law of the People’s Republic of China on Foreign Relations, the Foreign Trade Law of the People’s Republic of China, and other laws, for the purposes of promoting high-standard opening up, facilitating high-quality development of outbound investment, effectively implementing outbound investment management, protecting the legitimate rights and interests of investors and their outbound investments, and safeguarding national sovereignty, security, and development interests.
Article 2 These Regulations apply to outbound investments made by investors within the territory of the People’s Republic of China (hereinafter referred to as China).
For the purposes of these Regulations, outbound investment means an activity whereby an investor, by means such as contributing assets or equity, or providing financing or guarantees, directly or indirectly acquires ownership, control, management rights, or other related rights and interests in enterprises, assets, etc., in other countries (regions).
For the purposes of these Regulations, investors include enterprises, other organizations, and individual residents within China.
Article 3 Outbound investment work shall adhere to the basic state policy of opening up, implement a holistic approach to national security, coordinate development and security, coordinate domestic and international factors, improve the outbound investment management and service system, enhance the quality and level of outbound investment, and promote open cooperation and mutual benefit.
Article 4 The State shall proactively align with international high-standard economic and trade rules, promote high-quality Belt and Road cooperation, advance the establishment of multilateral and bilateral investment cooperation mechanisms, actively participate in the formulation of international investment rules, promote international cooperation in industrial and supply chains, oppose unilateralism and protectionism, and promote the building of an open world economy.
Article 5 The State supports investors in carrying out outbound investment activities in accordance with market principles and actively participating in international cooperation and competition. Investors shall have the autonomy to make outbound investments according to law, making independent decisions, assuming their own risks, and being responsible for their own profits and losses.
When conducting outbound investments and related activities, investors shall comply with laws, regulations, and international practices, respect local customs and cultural traditions, abide by business ethics, act in good faith and compete fairly, fulfill social responsibilities, uphold the national image, and shall not disrupt market competition order, damage the ecological environment, harm the legitimate rights and interests of workers, or endanger China’s national security, harm national interests, or public interests.
Article 6 The State shall improve the comprehensive overseas service system, promote the integration of trade and investment, improve public platforms and services, coordinate service resources in areas such as foreign affairs, law, finance and taxation, finance, economy and trade, logistics, entry and exit, customs, and trade promotion, and provide service guarantees for investors.
People’s governments at or above the provincial level and their relevant departments shall enhance public service capabilities and levels, providing investors with public goods and services in areas such as laws and regulations, policies and measures, investment guides, intellectual property, risk prevention and response, and rights protection.
Article 7 Support shall be given to 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 to investors and their outbound investments.
Relevant professional service institutions shall adhere to the principles of good faith, diligence, independence, and objectivity, establish effective risk control and internal control systems, employ practitioners with corresponding professional capabilities, and carry out relevant service activities according to law.
Article 8 Banking financial institutions shall, based on their functional positioning, follow the principles of marketization, rule of law, commercial sustainability, and controllable risks, and provide financing and other financial services for investors’ outbound investments within their business scope. Policy-oriented insurance institutions are encouraged to provide services such as overseas investment insurance for investors’ outbound investments.
Article 9 Relevant industry associations and chambers of commerce shall, in accordance with laws, regulations, and their charters, strengthen industry self-discipline, enhance their ability and level to serve investors and their outbound investments, and promptly reflect industry demands.
Industry associations, chambers of commerce, and trade and investment promotion organizations shall, in accordance with their charters, provide services related to outbound investment, such as information consultation, market expansion, economic and trade exchanges, rights protection, and dispute resolution.
Article 10 The State shall improve the outbound investment management system, refine regulatory measures, implement classified and graded whole-process supervision, strengthen risk prevention and control, enhance the scientific nature and security of outbound investments, and promote the combination of investment facilitation and effective risk prevention.
Article 11 The competent investment department and the competent commerce department of the State Council, together with other relevant departments of the State Council, shall, based on the needs of national economic and social development, changes in the investment environment of relevant countries (regions), and the degree of risk, formulate, adjust, and implement outbound investment policies, clarify encouraged, restricted, and prohibited outbound investments, strengthen outbound investment supervision, and guide and supervise investors in standardizing their investment and operation behaviors.
Article 12 Where investors need to go through procedures such as approval, filing, information reporting, and cross-border capital registration according to law when conducting outbound investment activities, they shall do so in accordance with relevant state regulations, truthfully submit relevant materials, and cooperate with the supervision and inspection of relevant competent departments.
Article 13 When conducting outbound investment activities, investors shall not export or use goods, technologies, services, or related data that are prohibited from export by the State, or export or use goods, technologies, services, or related data that are restricted from export by the State without permission; they shall not transfer goods, technologies, services, or related data prohibited from export by the State to other countries (regions) by means such as cross-border dispatch of technical personnel, organizing personnel to work in other countries (regions), cross-border provision of technical guidance, or arranging cross-border training of personnel, or transfer goods, technologies, services, or related data restricted from export by the State to other countries (regions) without permission.
Article 14 The management of outbound investments involving currency exchange, import and export of goods and technologies, cross-border service trade, cross-border data flow, entry and exit of personnel, as well as concentration of undertakings review, export controls, cybersecurity supervision, tax collection and management, and supervision of state-owned assets, shall be implemented in accordance with relevant laws, administrative regulations, and relevant state provisions.
Article 15 The State shall improve the overseas investment security review system. The competent investment department and the competent commerce department of the State Council, together with other relevant departments of the State Council, shall conduct security reviews of overseas investments that affect or may affect national security, as well as the transfer or disposal of related assets, rights and interests, etc. Relevant organizations and individuals shall provide assistance and cooperation, shall not refuse or obstruct, and shall comply with the decisions of the overseas investment security review.
Article 16 Investors and their enterprises invested in other countries (regions) shall improve their governance structures, establish and improve systems for compliant operations, internal controls, production safety, and emergency response, strengthen risk identification, prevention, and handling, and invest necessary resources such as personnel, funds, and equipment to ensure the safety of their employees and assets.
Article 17 Investors shall standardize their investment and operation behaviors, and shall not damage the business reputation or product reputation of other investors, infringe upon others’ trade secrets, dump goods at low prices without正当理由, seek improper benefits through bribery, fraud, or other means, or disrupt the order of the outbound investment market.
Article 18 Relevant departments of the State Council shall strengthen outbound investment monitoring, early warning, and risk assessment, promptly issue information on the security situation of relevant countries (regions), indicate investment risks, guide and assist investors in preventing security risks, and safeguard national overseas interests and the legitimate rights and interests of investors.
Article 19 The People’s Republic of China shall, in accordance with international treaties and agreements it has concluded or acceded to, or on the principle of equality and mutual benefit, carry out cooperation and exchanges in the field of law enforcement with other countries (regions) and international organizations, to protect the safety of investors and their invested enterprises, projects, and their employees and assets in other countries (regions), as well as the legitimate rights and interests of relevant organizations and individuals.
The State shall actively negotiate and sign multilateral and bilateral trade and investment agreements and other international economic and trade agreements to enhance the level of outbound investment protection and promote investment liberalization and facilitation.
Article 20 The State shall, according to law, provide consular protection and assistance to Chinese citizens and organizations investing in other countries (regions) and the Chinese employees of their invested enterprises and projects in those countries (regions), safeguarding their legitimate rights and interests.
In the event of major emergencies such as war, armed conflict, riots, severe natural disasters, major accidents and disasters, major infectious disease epidemics, or terrorist attacks in the country (region) of investment, where investors in that country (region) and the Chinese employees of their invested enterprises and projects need help due to threats to their personal and property safety, the diplomatic missions abroad 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 based on the relevant circumstances; if the Chinese government makes corresponding evacuation arrangements, relevant organizations and individuals shall cooperate.
Article 21 Investors are encouraged to resolve disputes related to outbound investments through various means such as negotiation, mediation, arbitration, and litigation, to protect their legitimate rights and interests.
Article 22 Where organizations or individuals within China participate in arbitration or litigation related to outbound investments, or are subject to relevant investigations by foreign judicial or law enforcement agencies, and need to provide evidence or relevant materials abroad, they shall comply with laws, administrative regulations, and relevant state provisions concerning the protection of state secrets, data security, personal information protection, technology export management, export controls, and judicial assistance. Where approval from the competent authority is required by law, the relevant legal procedures shall be fulfilled.
Article 23
If an investor encounters trade-related investment barriers or other investment and operational obstacles in the country (region) of investment, the competent commerce department of the State Council may, on its own or jointly with other relevant departments of the State Council, organize an investigation. Relevant organizations and individuals shall provide assistance and cooperation. Based on the investigation results, the relevant departments of the State Council may take measures such as adjusting relevant country-specific investment policies, prohibiting or restricting the import or export of certain goods, technologies, or international service trade.
Article 24 If any country (region) or international organization, in violation of international law and basic norms of international relations, adopts discriminatory prohibitions, restrictions, or other similar measures against the People’s Republic of China in areas such as investment and operations, the Chinese government and its relevant departments may take corresponding measures based on the actual circumstances to protect the safety and legitimate rights and interests of investors and their outbound investments, and to protect the country’s overseas interests from threats and infringements.
The relevant departments of the State Council may, in accordance with the “Anti-Foreign Sanctions Law of the People’s Republic of China,” the “Provisions on the Implementation of the Anti-Foreign Sanctions Law of the People’s Republic of China,” etc., decide to include organizations and individuals that directly or indirectly participate in the formulation, decision-making, or implementation of the discriminatory prohibitions, restrictions, or other similar measures specified in the preceding paragraph on a countermeasures list and take corresponding measures.
Article 25 If foreign organizations or individuals endanger China’s national sovereignty, security, or development interests, interrupt normal transactions with Chinese enterprises, other organizations, or individuals in violation of normal market transaction principles, or adopt discriminatory measures against investors and their outbound investments, unreasonably depriving or restricting the legitimate rights and interests of investors and their outbound investments, the relevant departments of the State Council may take measures such as prohibiting or restricting them from engaging in import and export activities related to China, prohibiting or restricting their investment within China’s territory, prohibiting or restricting organizations and individuals within China’s territory from conducting relevant transactions, cooperation, or other activities with them, prohibiting or restricting the entry of relevant personnel, products, means of transport, etc., or canceling or restricting the qualifications of relevant personnel to work, stay, or reside within China’s territory. The relevant measures may apply to organizations actually controlled by, or established or operated with the participation of, foreign organizations or individuals.
Article 26 Public officials shall, in accordance with the law, keep confidential any state secrets, work secrets, trade secrets, personal privacy, and personal information learned during the performance of duties related to the management and service of outbound investments, and shall not disclose or illegally provide them to others.
Article 27 If an investor invests in outbound investments prohibited by the state, the competent investment department and the competent commerce department of the State Council shall, according to their respective division of responsibilities, order the cessation of the investment activity, require the disposal of shares and assets within a specified period, and confiscate the illegal gains; if the order is not complied with, a fine of not less than 5‰ but not more than 10‰ of the investment amount shall be imposed; the directly responsible person in charge and other directly responsible personnel shall be fined not less than 50,000 yuan but not more than 100,000 yuan.
If an investor fails to go through the procedures for approval or filing of outbound investments as required, or applies for relevant approval or filing by submitting false materials, concealing true information, or other means, the approval or filing authority shall order rectification, confiscate the illegal gains, and impose a fine of not less than 1‰ but not more than 5‰ of the investment amount; if rectification is not made, the investor shall be ordered to cease the investment activity, dispose of shares and assets within a specified period, and be fined not less than 5‰ but not more than 10‰ of the investment amount; the directly responsible person in charge and other directly responsible personnel shall be fined not less than 20,000 yuan but not more than 50,000 yuan.
If an investor obtains approval or filing for outbound investments through improper means such as bribery or deception, the approval or filing authority shall revoke the approval or filing documents, confiscate the illegal gains, and impose a fine of not less than 1‰ but not more than 5‰ of the investment amount; if the investment has already been made, the investor shall be ordered to cease the investment activity, dispose of shares and assets within a specified period, and be fined not less than 5‰ but not more than 10‰ of the investment amount; the directly responsible person in charge and other directly responsible personnel shall be fined not less than 20,000 yuan but not more than 50,000 yuan.
From the date the penalty decision specified in the preceding three paragraphs takes effect, the relevant competent authority may refuse to accept any application for approval or filing submitted by the violator within three years, or prohibit them from engaging in outbound investment activities for a period of not less than one year but not more than three years.
Article 28 If anyone, in violation of the provisions of Article 15 of these Provisions, refuses to cooperate with the security review of outbound investments, provides false materials or conceals relevant information, or fails to comply with the decision of the security review of outbound investments, the relevant department of the State Council shall order rectification, confiscate the illegal gains, and impose a fine; if national security is endangered, the violator shall be ordered to take necessary measures to eliminate the impact on national security, and may be prohibited from engaging in outbound investment activities for a period of not less than one year but not more than three years; if the investment has already been made, the violator may be ordered to cease the investment activity and dispose of shares and assets within a specified period.
Article 29 If an investor violates the provisions of Article 17 of these Provisions, the competent investment department and the competent commerce department of the State Council may, according to their respective division of responsibilities, order rectification within a specified period; if harmful consequences are caused, the investor may be prohibited from engaging in outbound investment activities for a period of not less than one year but not more than three years.
Article 30 If an investor, in conducting outbound investment activities, violates these Provisions and causes personal injury or property damage, they shall bear civil liability in accordance with the law; if the act constitutes a violation of public security administration, a public security administration penalty shall be imposed in accordance with the law; if the act constitutes a crime, criminal liability shall be pursued in accordance with the law.
If an investor, in conducting outbound investment activities, violates other laws or regulations, the competent authority shall order rectification and handle the matter in accordance with the law.
Article 31 If a public official abuses their power, neglects their duties, engages in malpractice for personal gain, or discloses or illegally provides to others any state secrets, work secrets, trade secrets, personal privacy, or personal information learned during outbound investment work, they shall be given a sanction in accordance with the law; if the act constitutes a crime, criminal liability shall be pursued in accordance with the law.
Article 32 The management of investments 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 Provisions; if laws, administrative regulations, or the State Council provide otherwise, those provisions shall prevail.
Article 33 The management of investments by investors in financial markets outside China’s territory using their own funds, raised funds, and other entrusted funds shall be implemented in accordance with these Provisions and other relevant provisions of the state.
The management of reinvestment outside China’s territory using assets, rights and interests, etc., obtained from outbound investments by investors shall be implemented in accordance with these Provisions and other relevant provisions of the state.
Specific measures for the management of outbound investments by individual residents within China’s territory, etc., shall be formulated by the competent investment department and the competent commerce department of the State Council.
Article 34 These Provisions shall come into force on July 1, 2026.
