Circular on Issues Relevant to Registration Regarding Offshore Investments of Individual Domestic Residents and Foreign Exchange Registration in Respect of Mergers and Acquisitions by Foreign Investors
中国建筑风格关于境内居民个人境外投资登记及外资并购外汇登记有关问题的通知
晁姓
CLP Reference: 3820/05.04.21
PRC Reference:王风君子于役 汇发 [2005] 29 号
Promulgated: 21 April 2005
Effective: 21 April 2005
(Issued by the State Administration of Foreign Exchange on, and effective as of, April 21 2005.)
(国家外汇总局于二零零五年四月二十一日发布，自下发之日起施行。)
Hui Fa [2005] No.29
汇发 [2005] 29号
Branches and offices of the State Administration of Foreign Exchange of each province, autonomous region and municipality directly under the central government and the Shenzhen, Dalian, Qingdao, Xiamen and Ningbo municipal branches of the State Administration of Foreign Exchange:
国家外汇管理局各省、自治区、直辖市分局、外汇管理部，深圳、大连、青岛、厦门、宁波市分局：
We hereby notify you on matters relevant to registration regarding offshore investments of individual domestic residents and foreign exchange registration in respect of mergers and acquisitions by foreign investors as follows in order to maintain the international balance of payments and ensure lawful and orderly cross border capital flows:
为维护国际收支平衡，保証跨境资本合规有序流动，现将境内居民个人境外投资登记及外资并购外汇登记有关事宜通知如下：
1. If an individual domestic resident injects domestic asts or equity into an offshore enterpri resulting in his or her direct or indirect holding of shares or stock in such enterpri and if the most recent affiliated merger or acquisition by a foreign investor in respect of an acquired domestic enterpri (or enterpri established for the purpo of making an acquisition) occurred prior to January 24 2005 and the procedures for a foreign-invested enterpri approval certificate were duly carried out prior to such date, the domestic resident shall belatedly carry out foreign exchange registration in respect of offshore investments with the foreign exchange authority of the place where the acquired enterpri is located using the form attached hereto.
一、 境内居民个人将境内资产、股权注入境外企业并直接或间接持有境外企业股份、股票的，如境内被并购企业(或为并购而设立的企业)2005年1月24日之前发生的最近一期关联外资并购交易已于该日期之前办妥外商投资企业批准証书，境内居民个人应按照附件格式到被并购企业所在地外汇局补办境外投资外汇登记。
Without registration by the foreign exchange authority, an individual domestic resident ma
y not carry out foreign exchange transactions relating to offshore investments or other capital account items.
未经外汇局登记，境内居民个人不得办理境外投资及其他资本项目外汇业务。
2. After carrying out belated foreign exchange registration in respect of offshore investments, if the offshore enterpri in which the individual domestic resident directly or indirectly holds equity increas or decreas its capital, effects an equity transfer, merges, is divided, makes an equity investment in a third party, provides curity to a third party involving asts in China or is involved in another such material change, the individual domestic resident with the largest direct or indirect equity holding in the offshore enterpri shall carry out, within 30 days of the date on which the material change occurred, amendment of foreign exchange registration or record filing procedures with the foreign exchange authority of the place where the offshore investment was registered.
二、 在补办境外投资外汇登记后，境内居民个人直接或间接持有股权的境外企业如发生增
资、减资、股权转让、合并、分立、对外股权投资、涉及境内资产的对外担保等重大事项，直接或间接拥有该境外企业最大股权的境内居民个人，应于重大事项发生之日起30日内，向境外投资登记地外汇局办理外汇登记变更或备案手续。
3. If an individual domestic resident has duly carried out foreign exchange registration in respect of offshore investments regarding an offshore enterpri in which he or she has a shareholding, all branches and offices may carry out registration of foreign capital and foreign exchange for the acquisition of a domestic enterpri effected before January 24 2005 by the offshore enterpri.
三、 境内居民个人对其持股的境外企业已办妥境外投资外汇登记的，各分局、外汇管理部可以为该境外企业发生于2005年1彩色马卡龙月24日之前的并购境内企业交易办理外资外汇登记。
4. The phra "foreign exchange registration in respect of a foreign-invested enterpri established through a merger or acquisition by a foreign investor" in Item Three of the State Administration of Foreign Exchange, Circular on Issues Relevant to Improving the Foreign Exchange Administration Regarding Mergers and Acquisitions by Foreign Investo
知遇之恩能对领导说吗rs (ref. Hui Fa [2005] No.11) and the phra "foreign exchange registration in respect of mergers and acquisitions by foreign investors" in Items One and Three hereof cover the following circumstances:
四、 《国家外汇管理局关于完善外资并购外汇管理有关问题的通知》(汇发【2005】青椒杏鲍菇11号)第三条所称“外资并购设立的外商投资企业外汇登记”丑小鸭英文及本通知第一条、第三条所称“外资并购外汇登记”包括以下情形：
(1) where a foreign investor purchas by agreement the equity of a Chine party in a Chine-invested enterpri in China, converting the domestically-invested enterpri into a foreign-invested enterpri, the foreign-invested enterpri shall carry out foreign exchange registration, and the foreign investor shall carry out the procedures for registration of foreign capital and foreign exchange in respect of foreign exchange received in connection with an equity transfer;
(一) 外国投资者协议购买境内中资企业中方股权，将内资企业变更为外商投资企业，该外商投资企业应当办理外汇登记，外国投资者应当办理转股收汇外资外汇登记；
(2) where a foreign investor purchas by agreement the equity of a Chine party in a foreign-invested enterpri in China, the original foreign-invested enterpri shall carry out the procedures for the amendment of foreign exchange registration, and the foreign investor shall carry out the procedures for registration of foreign capital and foreign exchange in respect of foreign exchange received in connection with an equity transfer;计算机三级考试时间
