Overseas investment filing of enterprises (hereinafter referred to as ODI filing) refers to three major links: approval of overseas investment by the commercial sector, approval or filing of overseas investment projects by the National Development and Reform Commission, and foreign exchange registration of banks, if Chinese enterprises or groups invest in countries or regions outside the Chinese Mainland (including Hong Kong, Macao and Taiwan) to establish new enterprises, merge or take equity stakes in foreign enterprises. Enterprises involving state-owned assets also need to obtain approval from the State owned Assets Supervision and Administration Commission.

ODI license filing is divided into filing system and approval system based on factors such as investment amount, industry, and country. In general, the filing system is applicable to non significant investments or non sensitive investments. For sensitive industries and areas, as well as those exceeding a certain investment amount, approval from the National Development and Reform Commission and the Ministry of Commerce is required.

The classification rules for overseas investment approval or filing are as follows

Investment currency: USD

Approval department/investment amount Investment amount<300 million Investment amount ≥ 300 million Sensitive projects Central enterprises

Provincial Development and Reform Commission Filing √

Transferred by the Provincial Development and Reform Commission

√

Recorded by the National Development and Reform Commission

√

√

Approved by the National Development and Reform Commission

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Information required for ODI approval or filing

Copy of Business License Copy

Resolutions of the board of directors, shareholders, or other relevant capital contributions of the company

Documents proving the assets, operations, and creditworthiness of the Chinese and cooperating foreign parties (audit reports or financial statements from the previous fiscal year, as well as deposit certificates issued by banks)

For financing projects, a letter of intent for financing needs to be provided

For those who invest in assets such as securities, physical assets, intellectual property, technology, equity, debt, etc., they should submit asset evaluation reports issued by qualified accountants, asset evaluation agencies, or other intermediary organizations, or other third-party documents that can prove the value of relevant asset equity

For bidding, mergers and acquisitions, or joint venture projects, a letter of intent or framework agreement signed by both Chinese and foreign parties must be provided

State owned enterprises need opinions issued by the state-owned asset management department

Merger and acquisition type foreign investment requires submission of due diligence reports issued by third-party companies or institutions with due diligence qualifications, such as law firms, accounting firms, etc

Other supporting documents related to the project content that need to be provided

ODI License Change

If any of the following situations occur in a project that has been approved or filed, the investor shall submit a change application to the authority that issued the project approval document or filing notice before the relevant situation occurs:

Increase or decrease in investment entities

Significant changes in investment location

Significant changes in main content and scale

The change in Chinese investment amount reaches or exceeds 20% of the original approved or recorded amount, or the change in Chinese investment amount is 100 million US dollars or more

Other situations that require significant adjustments to the content of project approval documents or filing notices

Subsequent matters regarding ODI licensing

Registration of Overseas Enterprises (Institutions)

You need to report and register with the business office of the Chinese embassy or consulate in the local area and obtain a registration receipt.

Annual Report of the State Administration of Foreign Exchange

Starting from the second year, the previous year's ODI stock equity registration shall be submitted to the State Administration of Foreign Exchange from April 1st to June 30th each year.

Monthly and annual reports of the Ministry of Commerce

Monthly report: If there is a remittance of investment funds in the current month, the monthly report should be completed before the 10th of the following month. If there is no remittance of investment funds, the monthly report is not required.

Annual report: Starting from the second year, submit the previous year's annual report before June 30th each year.

reminder

If two or more domestic institutional investors plan to jointly invest in the same overseas company, the investor with a larger shareholding ratio or investment amount, after obtaining written consent from other investors, shall act as the main applicant. After obtaining application materials from other domestic institutional investors, they shall jointly submit an ODI approval application to the provincial overseas investment regulatory department in the registration location of the main applicant

If two or more domestic institutional investors jointly establish a limited partnership enterprise or limited liability company (referred to as the "joint ODI declaration entity") in China, such joint ODI declaration entity shall submit ODI approval to the competent authority

After receiving the ODI approval, the investment funds need to be remitted overseas within 2 years. Otherwise, if the deadline is exceeded, a new application will be required