Regulations of the State Council on Outward Investment



Article 1: In order to promote high-level opening up to the outside world, promote high-quality development of foreign investment, effectively implement foreign investment management, protect the legitimate rights and interests of investors and their foreign investment, safeguard national sovereignty, security, and development interests, these regulations are formulated in accordance with laws such as the Foreign Relations Law of the People's Republic of China and the Foreign Trade Law of the People's Republic of China.



Article 2: Investors within the territory of the People's Republic of China (hereinafter referred to as "China") who invest abroad shall be subject to these regulations.



The term 'outward investment' as used in these regulations refers to the activities in which investors directly or indirectly acquire ownership, control, management, and other related rights and interests of enterprises, assets, and other related rights and interests in other countries (regions) through the investment of assets, equity, or the provision of financing, guarantees, and other means.



The investors referred to in these regulations include enterprises, other organizations, and individual residents within China.



Article 3: The work of foreign investment shall adhere to the basic national policy of opening up to the outside world, implement the overall national security concept, coordinate development and security, coordinate domestic and international affairs, improve the management and service system of foreign investment, enhance the quality and level of foreign investment, promote open cooperation and mutual benefit.



Article 4 The state takes the initiative to connect with international high standard economic and trade rules, promotes high-quality joint construction of the "the Belt and Road", promotes the construction of multilateral and bilateral investment cooperation mechanisms, actively participates in the formulation of international investment rules, promotes international cooperation in the supply chain of the industrial chain, opposes unilateralism and protectionism, and promotes the construction of an open world economy.



Article 5: The state supports investors to carry out outbound investment activities in accordance with market-oriented principles and actively participate in international cooperation and competition. Investors have the right to make independent decisions, bear their own risks, and be responsible for their own profits and losses when investing abroad in accordance with the law.



Investors conducting outbound investments and related activities shall comply with laws, regulations, and international practices, respect local customs and cultural traditions, abide by business ethics, be honest and trustworthy, compete fairly, fulfill social responsibilities, maintain national image, and shall not obstruct market competition order, damage the ecological environment, harm the legitimate rights and interests of workers, or endanger China's national security, national interests, and social 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 foreign affairs, law, finance and taxation, finance, trade and economics, logistics, exit and entry, customs, trade promotion and other fields, and provide service guarantees for investors.



Provincial and above people's governments and their relevant departments should enhance their public service capabilities and levels, and provide investors with public products and services in terms of laws and regulations, policy measures, investment guidelines, intellectual property, risk prevention and response, and rights protection.



Article 7: Support professional service institutions such as consulting and evaluation, legal services, accounting and auditing, credit rating, mediation and arbitration, intellectual property, etc. to expand their overseas service networks, improve their international service capabilities and levels, and provide high-quality professional services for investors and their outward investments.



Professional service institutions should follow the principles of honesty, diligence, responsibility, independence, and objectivity, establish effective risk control and internal control systems, equip employees with corresponding professional abilities, and carry out relevant service activities in accordance with the law.



Article 8: Banking and financial institutions shall base themselves on their functional positioning, follow the principles of marketization, rule of law, commercial sustainability, and controllable risks, and provide financial services such as financing for investors' outward investment within their business scope. Encourage policy oriented insurance institutions to provide overseas investment insurance and other services for investors to invest abroad.



Article 9: Relevant industry associations and chambers of commerce shall strengthen industry self-discipline in accordance with laws, regulations, and articles of association, enhance their ability and level of serving investors and their outward investments, and timely reflect industry demands.



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



Article 10: The state shall improve the management system for foreign investment, perfect regulatory measures, implement full process supervision by classification and grading, strengthen risk prevention and control, enhance the scientificity and safety of foreign investment, and promote the combination of investment facilitation and effective risk prevention.



Article 11: The investment and commerce departments of the State Council, together with other relevant departments of the State Council, shall formulate, adjust, and implement foreign investment policies based on the needs of national economic and social development, changes in the investment environment and risk levels of relevant countries (regions), clarify the encouraged, restricted, and prohibited foreign investments, strengthen foreign investment supervision, and guide and supervise investors to regulate their investment and business behavior.



Article 12: If investors need to complete procedures such as approval and filing, information reporting, and cross-border fund registration in accordance with the law when conducting foreign investment activities, they shall handle them in accordance with relevant national regulations, truthfully submit relevant materials, and cooperate with the supervision and inspection of relevant competent departments.



Article 13: Investors engaged in outward investment activities shall not export or use goods, technologies, services, and related data prohibited by the state for export, or export or use goods, technologies, services, and related data restricted by the state for export without permission; It is not allowed to transfer goods, technologies, services, and related data that are prohibited from export by the state to other countries (regions) through cross-border dispatch of technical personnel, organization of personnel to work in other countries (regions), cross-border provision of technical guidance, and arrangement of personnel for cross-border training, or unauthorized transfer of goods, technologies, services, and related data that are restricted from export by the state to other countries (regions).



Article 14: Foreign investment involving fund exchange, import and export of goods and technology, cross-border service trade, cross-border data flow, management of personnel exit and entry, as well as centralized examination of operators, export control, network security supervision, tax collection management, state-owned asset supervision, etc., shall be implemented in accordance with relevant laws, administrative regulations, and national provisions.



Article 15: The state shall establish a sound system for security review of overseas investments. The investment and commerce departments of the State Council, together with other relevant departments of the State Council, shall conduct security reviews on the transfer and disposal of overseas investments and related assets, 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 comply with the decisions of overseas investment security review.



Article 16 Investors and their enterprises investing in other countries (regions) shall improve their governance structure, establish and improve systems for compliant operation, internal control, safety production, and emergency response, strengthen risk identification and prevention and disposal, invest necessary personnel, funds, equipment and other resources, and ensure the safety of their employees and assets.



Article 17: Investors shall regulate their investment and business activities, and shall not damage the commercial reputation and product reputation of other investors, infringe on others' trade secrets, dump goods at low prices without justifiable reasons, seek illegitimate benefits through bribery, fraud, and other means, and disrupt the order of the foreign investment market.



Article 18: Relevant departments of the State Council shall strengthen monitoring, early warning, and risk assessment of foreign investment, timely release relevant national (regional) security status, alert investors of 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 cooperate and exchange with other countries (regions), international organizations, etc. in the field of law enforcement in accordance with international treaties or agreements it has concluded or participated in, or based on the principle of equality and mutual benefit, to protect the safety of investors in other countries (regions) and the employees and assets of the enterprises and projects they invest in, as well as the legitimate rights and interests of relevant organizations and individuals.



The country actively negotiates and signs international economic and trade agreements such as multilateral and bilateral trade and investment agreements, improves the level of protection for foreign investment, and promotes investment liberalization and facilitation.

Article 20: The state shall provide consular protection and assistance to Chinese citizens, organizations, and Chinese employees of enterprises and projects invested in other countries (regions) in accordance with the law, and safeguard their legitimate rights and interests.

In the event of major emergencies such as war, armed conflict, riots, serious natural disasters, major accidents and disasters, major infectious disease outbreaks, terrorist attacks, etc. in the target country (region) of investment, if the personal and property safety of investors and Chinese employees of the invested enterprises and projects in that country (region) is threatened and they need assistance, diplomatic missions abroad should verify the situation in a timely manner, urge relevant countries (regions) to take effective measures to protect the personal and property safety of Chinese citizens and organizations, and provide assistance according to relevant circumstances; If the Chinese government makes corresponding risk avoidance arrangements, relevant organizations and individuals should cooperate.



Article 21: Investors are encouraged to resolve conflicts and disputes related to foreign investment through various means such as negotiation, mediation, arbitration, and litigation, in order to safeguard their legitimate rights and interests.



Article 22: If organizations or individuals within China participate in arbitration or litigation related to foreign investment, or are subject to investigations by overseas judicial and law enforcement agencies and need to provide evidence or relevant materials to overseas parties, they shall comply with laws, administrative regulations, and relevant national provisions on safeguarding state secrets, data security, personal information protection, technology export management, export control, judicial assistance, etc. If permission from the competent authority is required by law, relevant legal procedures shall be followed.



Article 23: If investors encounter trade-related investment barriers or other obstacles to investment and operation in the destination country (region), the competent commerce department of the State Council may organize investigations on its own or in conjunction with other relevant departments of the State Council, and relevant organizations and individuals shall provide assistance and cooperation. According to the investigation results, relevant departments of the State Council may take measures to adjust national investment policies, prohibit or restrict the import and export of goods, technologies, or international trade in services.



Article 24: If any country (region) or international organization violates international law and basic norms of international relations and adopts discriminatory prohibitions, restrictions or other similar measures against the People's Republic of China in investment and operation, 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 foreign investments, and to protect the overseas interests of the country from threats and infringements.



Relevant departments of the State Council may, in accordance with the Anti Foreign Sanctions Law of the People's Republic of China, the Regulations on the Implementation of the Anti Foreign Sanctions Law of the People's Republic of China, etc., decide to include organizations or individuals who directly or indirectly participate in the formulation, decision-making, and implementation of discriminatory prohibitions, restrictions, or other similar measures as stipulated in the preceding paragraph in the list of countermeasures and take corresponding measures.



Article 25: If foreign organizations or individuals harm China's national sovereignty, security, and development interests, violate normal market trading principles by interrupting normal transactions with Chinese enterprises, other organizations, or individuals, or take discriminatory measures against investors and their outward investments, unreasonably depriving or restricting the legitimate rights and interests of investors and their outward investments, 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 investments within China, prohibiting or restricting organizations or individuals within China from engaging in relevant transactions, cooperation, and other activities with them, prohibiting or restricting the entry of relevant personnel, products, transportation vehicles, etc., canceling or restricting the work, stay, or residence qualifications of relevant personnel within China. The relevant measures may apply to organizations that are actually controlled or involved in the establishment and operation of foreign organizations or individuals.



Article 26: Public officials shall keep confidential in accordance with the law any state secrets, work secrets, trade secrets, personal privacy, and personal information they become aware of while performing their duties related to foreign investment management services, and shall not disclose or illegally provide them to others.



Article 27: If investors invest in foreign investments prohibited by the state, the investment and commerce authorities of the State Council shall, in accordance with their respective responsibilities, order them to cease such investment activities, dispose of their shares and assets within a specified period of time, and confiscate their illegal gains; Those who refuse to comply shall be fined between 5 ‰ and 10 ‰ of the investment amount; Impose a fine of no less than 50000 yuan and no more than 100000 yuan on the directly responsible supervisors and other directly responsible personnel.



If investors fail to fulfill the procedures for overseas investment approval and filing according to regulations, or apply for relevant approval and filing by submitting false materials, concealing true information, etc., the approval and filing authority shall order them to make corrections, confiscate illegal gains, and impose a fine of not less than 1 ‰ and not more than 5 ‰ of the investment amount; Those who refuse to make corrections shall be ordered to stop the investment activity, have their shares and assets disposed of within a specified period of time, and be fined between 5 ‰ and 10 ‰ of the investment amount; Impose a fine of no less than 20000 yuan and no more than 50000 yuan on the directly responsible supervisors and other directly responsible personnel.



If investors obtain overseas investment approval and filing through improper means such as bribery or deception, the approval and filing authority shall revoke the approval and filing documents, confiscate illegal gains, and impose a fine of not less than 1 ‰ and not more than 5 ‰ of the investment amount; For those who have already invested, they shall be ordered to stop the investment activity, have their shares and assets disposed of within a time limit, and be fined between 5 ‰ and 10 ‰ of the investment amount; Impose a fine of no less than 20000 yuan and no more than 50000 yuan on the directly responsible supervisors and other directly responsible personnel.



From the effective date of the penalty decision stipulated in the preceding three paragraphs, the relevant competent authorities may not accept the application for approval and filing submitted by the offender for a period of three years, or prohibit them from engaging in foreign investment activities for a period of one to three years.



Article 28: Those who violate the provisions of Article 15 of these Regulations by refusing to cooperate with overseas investment security reviews, providing false materials or concealing relevant information, or failing to comply with the decisions of overseas investment security reviews shall be ordered by relevant departments of the State Council to make corrections, have their illegal gains confiscated, and be fined; Those who pose a threat to national security shall be ordered to take necessary measures to eliminate the impact on national security, and may be prohibited from engaging in foreign investment activities for a period of 1 to 3 years; For those who have already invested, they may be ordered to stop the investment activity and dispose of their shares and assets within a specified period of time.



Article 29: If an investor violates the provisions of Article 17 of these Regulations, the investment and commerce authorities of the State Council may, in accordance with their respective responsibilities, order them to make corrections within a specified period of time; Those who cause harmful consequences may be prohibited from engaging in foreign investment activities for a period of 1 to 3 years.



Article 30: Investors who engage in outward investment activities and violate these regulations, resulting in personal injury or property damage, shall bear civil liability in accordance with the law; Those who violate public security management shall be subject to public security management penalties in accordance with the law; Those who commit crimes shall be held criminally responsible in accordance with the law.



Investors who engage in outbound investment activities and violate other laws and regulations shall be ordered to rectify by the competent authorities and dealt with in accordance with the law.



Article 31: Public officials who abuse their power, neglect their duties, engage in favoritism and fraud, or disclose or illegally provide known state secrets, work secrets, trade secrets, personal privacy, and personal information to others in foreign investment work shall be punished in accordance with the law; Those who commit crimes shall be held criminally responsible in accordance with the law.



Article 32: The management of investors' investments in the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan shall be carried out in accordance with these regulations; If laws, administrative regulations or the State Council have other provisions, they shall be followed.



Article 33: The management of investors investing their own funds, raised funds, and other entrusted funds in China's overseas financial markets shall be carried out in accordance with these regulations and other relevant national regulations.



The management of reinvestment of assets, equity, etc. obtained by investors through outward investment outside of China shall be carried out in accordance with these regulations and other relevant national regulations.



The specific management measures for individual Chinese residents' outward investment shall be formulated by the investment and commerce departments of the State Council.



Article 34: These regulations shall come into effect on July 1, 2026.



Source: Chinese Government Website