Chapter I General Provisions

Article 1 The Regulations are formulated in accordance with Foreign Investment Law of the People’s Republic of China (hereinafter referred to as Foreign Investment Law).

Article 2 The State encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, standardizes the administration of foreign investment, continuously optimizes the foreign investment environment, and advances higher level opening up.

Article 3 The term “any other investor” as mentioned in Items 1 and 3 of Paragraph 2 of Article 2 of Foreign Investment Law includes natural persons of China.

Article 4 The negative list for access of foreign investment (hereinafter referred to as negative list) shall be proposed by the departments of investment in conjunction with the departments of commerce under the State Council and other relevant departments, and submitted to the State Council for issuance, or to be submitted to and approved by the State Council before issuance by the departments of investment and commerce under the State Council.

The State shall adjust the negative list in a timely manner in accordance with the needs of further opening up and economic and social development. The procedures for adjusting the negative list shall be governed by the provisions of the preceding paragraph.

Article 5 The departments of investment and commerce under the State Council and other relevant departments shall, in accordance with their respective responsibilities, closely coordinate and cooperate to the conduct the promotion, protection, and administration of foreign investment with joint endeavor.

Local people’s governments at or above the county level shall strengthen organizational leadership in the promotion, protection, and administration of foreign investment, support and monitor relevant departments to carry out such promotion, protection, and administration in accordance with laws, regulations, and their respective responsibilities, and promptly coordinate and resolve major issues arising in the promotion, protection, and administration of foreign investment.

Chapter II Investment Promotion

Article 6 The government and its relevant departments shall, in accordance with the law, treat foreign-invested enterprises and domestic enterprises equally in matters such as government funding arrangements, land supply, tax and fee reduction or exemption, qualification licensing, standard setting, project applications, and human resources policies.

Policies formulated by the government and its relevant departments to support enterprise development shall be promulgated in accordance with the law. For matters requiring applications by enterprises during policy implementation, the government and its relevant departments shall promulgate the application conditions, procedures, and time limits, and shall treat foreign-invested enterprises and domestic enterprises equally in accordance with the law during the review process.

Article 7 When formulating administrative regulations, rules, or normative documents related to foreign investment, or when drafting laws or local regulations related to foreign investment, the government and its relevant departments shall, in light of actual circumstances, solicit opinions and suggestions from foreign-invested enterprises and relevant chambers of commerce, associations, and other stakeholders through various means such as written consultations, symposiums, expert deliberations, and hearings. For opinions and suggestions that are widely shared or involve major rights and obligations of foreign-invested enterprises, feedback on their adoption shall be provided through appropriate means.

Normative documents concerning foreign investment shall be promulgated in a timely manner in accordance with the law; those not promulgated shall not serve as the basis for administrative management. For normative documents closely related to the production and business operations of foreign-invested enterprises, a reasonable period between publication and implementation shall be determined based on actual circumstances.

Article 8 People’s governments at all levels shall, in accordance with the principle of government-led and multi-party participation, establish and improve foreign investment service systems, continuously enhancing the capacity and level of foreign investment services.

Article 9 The government and its relevant departments shall publish on government websites and National Government Service Platform a centralized list of laws, administrative regulations, rules, normative documents, policy measures, and investment project information with respect to foreign investment, and shall strengthen publicity and interpretation through multiple channels and methods to provide foreign investors and foreign-invested enterprises with consultation, guidance and other services.

Article 10 The term “special economic zones” as referred to in Article 13 of Foreign Investment Law means specific zones established with the approval of the State where more vigorous opening-up policies and measures are implemented.

Where experimental policies and measures on foreign investment implemented in certain regions prove feasible in practice, they shall be extended to other regions or nationwide in accordance with actual circumstances.

Article 11 The State shall, based on the needs for national economic and social development, formulate and adjust the Catalogue of Encouraged Industries for Foreign Investment, and specify the sectors, fields and regions in which foreign investment is encouraged and guided. The Catalogue of Encouraged Industries for Foreign Investment shall be drafted by the departments of investment under the State Council in conjunction with the departments of commerce under the State Council and other relevant departments, and shall be promulgated by the departments of investment and commerce under the State Council with the approval of the State Council.

Article 12 Foreign investors and foreign-invested enterprises may be entitled to preferential treatment with respect to fiscal support, taxation, financing, land use, and other matters in accordance with laws, administrative regulations, or provisions of the State Council.

Foreign investors who expand their investments within China by their investment income derived from China shall be entitled with corresponding preferential treatment in accordance with the law.

Article 13 Foreign-invested enterprises shall, in accordance with the law, participate on an equal basis with domestic enterprises in the formulation and revision of national, industry, local, and association standards. Foreign-invested enterprises may, as needed, formulate their own enterprise standards or jointly formulate such standards with other enterprises.

Foreign-invested enterprises may submit proposals for standard projects to the department of standardization and relevant departments, offer opinions and suggestions during the processes of standard project initiation, drafting, technical review, as well as feedback and evaluation of standard implementation, and undertake relevant work such as standard drafting, technical review, and foreign-language translation of standards in accordance with regulations.

The department of standardization and relevant departments shall establish and improve relevant working mechanisms to enhance the transparency of standard formulation and revision, and promote the disclosure of information throughout the entire process of standard formulation and revision.

Article 14 Mandatory standards established by the State shall apply equally to foreign-invested enterprises and domestic enterprises. Technical requirements exceeding mandatory standards shall not be specifically applied to foreign-invested enterprises.

Article 15 The government and its relevant departments shall not obstruct or restrict the free participation of foreign-invested enterprises in the government procurement market in their respective regions and industries.

In government procurement, procuring entities and procurement agencies shall not impose differential or discriminatory treatment on foreign-invested enterprises with respect to the release of government procurement information, the determination of supplier conditions and qualification examination, or the application of bid evaluation criteria. They shall not impose restrictions on suppliers based on ownership structure, organizational form, equity structure, investor nationality, product or service brand, or other unreasonable conditions. They shall not treat products manufactured or services provided by foreign-invested enterprises within China in a different manner from those of domestic enterprises.

Article 16 Foreign-invested enterprises may, in accordance with Government Procurement Law of the People’s Republic of China (hereinafter referred to as Government Procurement Law) and its implementing regulations, raise inquiries or challenges with respect to government procurement activities with procuring entities or procurement agencies, or file complaints with the government procurement supervisory departments. Procuring entities, procurement agencies, and government procurement supervisory departments shall respond or render decisions within the prescribed time limit.

Article 17 Government procurement supervisory departments and other relevant departments shall strengthen supervision and inspection of government procurement activities, and shall lawfully correct, investigate and deal with illegal acts such as differential or discriminatory treatment against foreign-invested enterprises.

Article 18 Foreign-invested enterprises may, in accordance with the law, raise funds within or outside the territory of China through public issuance of stocks, corporate bonds and other securities, public or private placement of other financing instruments, and borrowing of external debts.

Article 19 Local people’s governments at or above the county level may, within their statutory authority and in accordance with laws, administrative regulations, and local regulations, formulate policy measures to promote and facilitate foreign investment, including fee reductions or exemptions, land use quota guarantees, and provision of public services and other aspects.

In formulating foreign investment promotion and facilitation policies, people’s governments at or above the county level shall adhere to the principle of promoting high-quality development, with a view to improving economic, social and ecological benefits and continuously optimizing the foreign investment environment.

Article 20 Relevant departments shall compile and publish foreign investment guides to provide services and conveniences for foreign investors and foreign-invested enterprises. Such guides shall include introductions to the investment environment, foreign investment procedure manuals, investment project information, and relevant data, and shall be updated in a timely manner.

Chapter III Investment Protection

Article 21 The State is not to expropriate investments made by foreign investors.

Under special circumstances, the State may expropriate or requisition investments made by foreign investors for public interests in accordance with the law. Such expropriation or requisition shall be made pursuant to statutory procedures and compensation will be given based on the market value of the expropriated investments in a timely manner.

Where a foreign investor objects to an expropriation decision, it may, in accordance with the law, apply for administrative reconsideration or file an administrative lawsuit.

Article 22 A foreign investor may, in accordance with the law, freely transfer inward and outward its contributions, profits, capital gains, income from asset disposal, royalties of intellectual property rights, lawfully obtained compensation or indemnity, income from liquidation and so on within the territory of China in CNY or a foreign currency. No entity or individual may unlawfully impose restrictions on the currency, amount, or frequency of such transfers.

The wages and other lawful income of foreign employees of foreign-invested enterprises and employees from Hong Kong, Macao, and Taiwan may be freely transferred outward in accordance with the law.

Article 23 The State shall intensify the punishment of intellectual property infringement, continuously strengthen intellectual property enforcement, promote the establishment of a rapid and coordinated intellectual property protection mechanism, improve diversified dispute resolution mechanisms for intellectual property, and provide equal protection for the intellectual property rights of foreign investors and foreign-invested enterprises.

Where the formulation of standards involves patents of foreign investors and foreign-invested enterprises, the relevant administrative provisions concerning patents involved in standards shall be followed.

Article 24 Administrative departments (including organizations authorized by laws and regulations to exercise public affairs management functions, hereinafter the same) and their personnel shall not use administrative licensing, administrative inspection, administrative penalties, administrative coercion, or other administrative means to compel or covertly compel foreign investors or foreign-invested enterprises to transfer technology.

Article 25 Where administrative departments lawfully perform their duties and genuinely need foreign investors or foreign-invested enterprises to provide materials or information involving trade secrets, such requests shall be limited to the scope necessary for performing their duties. The scope of personnel with access to such materials or information shall be strictly controlled, and personnel unrelated to the performance of duties shall not have access to the relevant materials or information.

Administrative departments shall establish and improve internal management systems and take effective measures to protect the trade secrets of foreign investors and foreign-invested enterprises that they are aware of during the performance of their duties. Where information needs to be shared with other administrative departments in accordance with the law, the trade secrets contained in the information shall be treated confidentially to prevent disclosure.

Article 26 In formulating normative documents concerning foreign investment, governments and their relevant departments shall conduct legal reviews in accordance with provisions of the State Council.

Where a foreign investor or a foreign-invested enterprise believes that a normative document issued by a department of the State Council, a local people’s government or its departments, upon which an administrative act is in accordance with, is unlawful, the foreign investor or foreign-invested enterprise may, when applying for administrative reconsideration or filing an administrative lawsuit against the administrative act in accordance with the law, concurrently request a review of such normative document.

Article 27 The policy commitments referred to in Article 25 of Foreign Investment Law mean written commitments made by local people’s governments at all levels and their relevant departments, within the scope of their statutory authority, with respect to the supportive policies, preferential treatment, and favorable conditions applicable to foreign investors and foreign-invested enterprises investing in their respective regions. The content of such policy commitments shall comply with laws and regulations.

Article 28 Local people’s governments at all levels and their relevant departments shall strictly keep their policy commitments made to foreign investors and foreign-invested enterprises and perform all contracts entered into in accordance with the law. They shall not breach such commitments or contracts due to administrative division adjustment, government transition, institutional or functional change, or change of responsible personnel. If any policy commitment or contract needs to be changed due to national interests or public interests, the statutory authority and procedures shall be strictly followed, and the foreign investor or foreign-invested enterprise concerned shall be compensated fairly and reasonably in a timely manner for losses incurred thereby in accordance with the law.

Article 29 People’s governments at county level or above and their relevant departments shall, in accordance with the principle of openness, transparency, efficiency, and convenience, establish and improve complaint mechanisms for foreign-invested enterprises, timely solve the problems reported by foreign-invested enterprises or their investors, and coordinate and improve relevant policy measures.

The departments of commerce under the State Council, together with other relevant departments of the State Council, shall establish an inter-ministerial joint conference system for handling complaints from foreign-invested enterprises. This system shall coordinate and advance the handling of such complaints at the central level, and provide guidance and supervision for the handling of complaints at the local level. Local people’s governments at or above the county level shall designate a department or institution responsible for accepting complaints from foreign-invested enterprises or their investors within their respective administrative regions.

The departments of commerce under the State Council and the departments or institutions designated by local people’s governments at or above the county level shall improve the complaint handling rules, improve the means for lodging complaints, and specify the time limits for complaint handling. Such rules, means, and time limits shall be made public.

Article 30 Where a foreign-invested enterprise or its investors deems that any administrative act of an administrative department or its staff members infringes its legitimate rights and interests, and seeks coordination and resolution through the complaint mechanism for foreign-invested enterprises, relevant parties may, during the coordination process, obtain information from the said administrative department or its staff members, and such administrative department and staff members shall cooperate. The applicant shall be notified in writing of the outcome of coordination in time.

The application by a foreign-invested enterprise or its investors for coordination to resolve relevant problems in accordance with the preceding paragraph shall not affect its right to lawfully apply for administrative reconsideration or file an administrative lawsuit.

Article 31 No institution or individual shall suppress or retaliate against a foreign-invested enterprise or its investors for reporting problems or applying for coordination and resolution through the complaint mechanism for foreign-invested enterprises.

In addition to the complaint mechanism for foreign-invested enterprises, foreign-invested enterprises or their investors may also report problems to the government and its relevant departments through other lawful means.

Article 32 Foreign-invested enterprises may legally establish chambers of commerce or associations. Unless otherwise provided by laws or regulations, no institution or individual shall intervene with the right of foreign-invested enterprises to independently decide whether to join or withdraw from a chamber of commerce or association.

Chambers of commerce and associations shall, in accordance with laws and regulations, and the by-laws thereof, strengthen industry self-discipline, timely reflect industry demands, and provide their members with services in respect of information consultation, publicity and training, market expansion, economic and trade exchanges, rights protection, dispute resolution and so forth.

The State supports chambers of commerce and associations in carrying out relevant activities in accordance with laws and regulations, and the by-laws thereof.

Chapter IV Investment Management

Article 33 Foreign investors shall not invest in any field forbidden by the negative list. For any field restricted by the negative list, foreign investors making investments shall conform to the requirement for equity, the requirement for senior management, and other special administrative measures for restrictive access provided in the negative list.

Article 34 During the performance of their duties in accordance with the law, relevant departments shall not issue license, enterprise registration, or any other relevant items, for foreign investors intending to invest in fields on the negative list but failing to conform to the provisions thereof. Where the approval of a fixed asset investment project is involved, the relevant approval issues shall not be processed.

Relevant departments shall strengthen supervision and inspection of the implementation of the negative list provisions. Where a foreign investor is found to have invested in a field prohibited by the negative list, or where an investment activity of a foreign investor breaches any special administrative measure for restrictive access provided in the negative list, measures shall be taken in accordance with Article 36 of Foreign Investment Law.

Article 35 Where a foreign investor invests in a license-required industry or field in accordance with the law, unless otherwise provided by laws or administrative regulations, relevant departments responsible for reviewing the license shall review the application filed by the foreign investor based on the same conditions and procedures as those for domestic investment. No discriminatory requirements shall be imposed on the foreign investor in respect of licensing conditions, application materials, review procedures, review time limits or other aspects.

Relevant departments responsible for license issuance shall optimize approval service and improve approval efficiency through various means. License items that meet the relevant conditions and requirements may be handled via notification and commitment procedures in accordance with the relevant provisions.

Article 36 For foreign investments concerning investment project verification and record-filing, the relevant provisions of the State shall be followed.

Article 37 Registrations of foreign-invested enterprises shall be handled by the departments of market regulation under the State Council or their authorized departments of market regulation under the local people’s governments in accordance with the law. The departments of market regulation under the State Council shall publish the list of their authorized departments of market regulation.

Registered capital of foreign-invested enterprises may be expressed in RMB or any freely convertible currency.

Article 38 Foreign investors or foreign-invested enterprises shall submit investment information to the departments of commerce under the State Council through the enterprise registration system and the enterprise credit information publicity system. The departments of commerce and market regulation administration under the State Council shall ensure the connectivity of relevant business systems and the coordination of work, and shall provide guidance for foreign investors or foreign-invested enterprises on submitting investment information.

Article 39 The content, scope, frequency, and specific procedures of foreign investment information reporting shall be determined and published by the departments of commerce, together with the departments of market regulation under the State Council and other relevant departments, in accordance with the principles of necessity, efficiency, and convenience. The departments of commerce and other relevant departments shall strengthen information sharing. Investment information that is available through interdepartmental information sharing shall not be required to be submitted again by foreign investors or foreign-invested enterprises.

Investment information submitted by foreign investors or foreign-invested enterprises shall be true, accurate, and complete.

Article 40 The State shall establish a security review system for foreign investment, so as to conduct security review of any foreign investment affecting or having the possibility to affect national security.

Chapter V Legal Responsibilities

Article 41 Where a government, a relevant department, or their staff members are in any of the following circumstances, legal responsibilities shall be investigated in accordance with laws and regulations:

(1) Formulating or implementing policies that fail to treat foreign-invested enterprises and domestic enterprises equally in accordance with the law;

(2) Unlawfully restricting foreign-invested enterprises from participating equally in the formulation or revision of standards, or applying technical requirements that are higher than mandatory standards specifically to foreign-invested enterprises;

(3) Unlawfully restricting foreign investors from remitting funds into or out of China;

(4) Failing to fulfill policy commitments lawfully made to foreign investors and foreign-invested enterprises, or contracts lawfully concluded; making policy commitments beyond the statutory authority; or making policy commitments whose contents do not comply with the provisions of laws or regulations.

Article 42 Where a purchaser or purchasing agent in government procurement imposes differential or discriminatory treatment on foreign-invested enterprises by means of unreasonable conditions, it shall be subject to legal responsibilities in accordance with Government Procurement Law and its implementation regulations; where such treatment affects or may affect the outcome of bid winning or transaction, the matter shall be handled in accordance with Government Procurement Law and its implementation.

Where the government procurement administration department fails to handle a complaint from a foreign-invested enterprise within the time limit, a penalty will be imposed upon the directly responsible person in charge and other directly responsible personnel in accordance with the law.

Article 43 Where an administrative department or its staff member uses administrative means to compel or covertly compel a foreign investor or foreign-invested enterprise to transfer technology, a penalty will be imposed upon the directly responsible person in charge and other directly responsible personnel in accordance with the law.

Chapter VI Supplementary Provisions

Article 44 Foreign-invested enterprises established before the implementation of Foreign Investment Law in accordance with Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures, Law of the People’s Republic of China on Wholly Foreign-owned Enterprises and Law of the People’s Republic of China on Sino-Foreign Cooperative Joint Ventures (hereinafter referred to as “existing foreign-invested enterprises”) may, within five years after the implementation of Foreign Investment Law, adjust their organizational form, structure and other aspects, in accordance with the provisions of Company Law of the People’s Republic of China, Partnership Enterprise Law of the People’s Republic of China, and other laws; and lawfully complete the change of registration. They may also retain their original organizational forms, structures and other aspects.

From January 1, 2025, where an existing foreign-invested enterprise fails to adjust its organizational form and structure as required by law and complete the change of registration, the department of market regulation shall not process any other registration matters applied for by such enterprise and shall publicize the relevant circumstances.

Article 45 The specific matters concerning the change of registration, such as organizational form and structure, for existing foreign-invested enterprises shall be stipulated and published by the departments of market regulation under the State Council. The departments of market regulation under the State Council shall strengthen guidance on the change of registration. The departments of market regulation responsible for handling change of registration shall optimize services through various means to facilitate enterprises in completing the change of registration.

Article 46 After the organizational form, structure and other aspects of an existing foreign-invested enterprise are lawfully adjusted, the methods for transferring equity or interests, distributing profits, and distributing residual property agreed upon by the original parties to the joint venture or cooperation in the contract may continue to be followed.

Article 47 Where a foreign-invested enterprise invests within the territory of China, the relevant provisions of Foreign Investment Law and its implementation regulations shall apply.

Article 48 In respect of investment in Chinese Mainland by investors from the Hong Kong Special Administrative Region and the Macao Special Administrative Region, Foreign Investment Law and its implementation regulations shall apply. Where laws, administrative regulations, or the State Council have any other provisions, such provisions shall prevail.

In respect of investment in Chinese Mainland by investors from the Taiwan Region, Law of the People’s Republic of China on the Protection of Investment of Taiwan Compatriots (hereinafter referred to as Law on the Protection of Investment of Taiwan Compatriots) and its implementation rules shall be applied. Matters not covered by Law on the Protection of Investment by Compatriots from Taiwan and its implementing rules shall be implemented in accordance with Foreign Investment Law and its implementation regulations.

Where Chinese citizens residing abroad invest within the territory of China, Foreign Investment Law and its implementation regulations shall apply. Where laws, administrative regulations, or the State Council provide otherwise, such provisions shall prevail.

Article 49 The Regulations shall enter into force from January 1, 2020. Implementation Regulations for the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures, Provisional Rules on the Duration of Sino-Foreign Equity Joint Ventures, Implementing Rules for the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises, and Implementing Rules for the Law of the People’s Republic of China on Sino-Foreign Cooperative Joint Ventures shall be repealed simultaneously.

Where provisions concerning foreign investment formulated before January 1, 2020 are inconsistent with Foreign Investment Law and its implementation regulations, the provisions of Foreign Investment Law and its implementation regulations shall prevail.

All information in this document is authentic in Chinese. English is provided for reference only. In case of any discrepancy, the Chinese version shall prevail.