State Administration of Foreign Exchange, Issues Relevant to Foreign Exchange Administration Regarding Offshore Listing Circular

Issued: February 1 2005
Effective: March 1 2005
Applicability: In the event of a conflict between previous provisions and this Circular, this Circular shall prevail (Section Seven).

Main contents: The time limit for repatriation of funds of domestic work units holding equity interests in offshore-listed companies with foreign-invested shares or in Chinese-controlled offshore-listed companies shall be extended to "within six months after proceeds raised are up to the required level", and the time limit for overseas designated foreign exchange accounts extended to "two years from the date of opening" (Section One). The Circular specifies the procedure for offshore-listed companies with foreign-invested shares applying for overseas deposit of foreign exchange proceeds raised from an offshore share issue or foreign exchange capital derived from reduction of stock holding in the listed company (Section Two), and the procedure for domestic work units holding equity interests in Chinese-controlled offshore-listed companies applying for overseas deposit of foreign exchange capital derived from reduction of stock holdings in the listed company or sale of their assets (or interests) through the listed company (Section Three). The funds deposited overseas as mentioned in Sections Two and Three may be used to pay the relevant fees stipulated in Article 2 of the Foreign Exchange Control Issues Relevant to Improving Overseas Listing Circular or purchase capital-guaranteed structured products issued or sold by the account opening bank, or used for purposes as specified in the prospectus or other expenses subject to the approval of the State Administration of Foreign Exchange (Section Four). Domestic work units holding equity interests in offshore-listed companies with foreign investment shares or in Chinese-controlled offshore-listed companies shall report quarterly to the administration of foreign exchange in the locality details of the use of overseas designated foreign exchange accounts (Section Five). Domestic work units holding equity interests in offshore-listed companies with foreign investment shares or in Chinese-controlled offshore-listed companies that repatriate to China foreign exchange capital derived from reduction of stock holdings in the listed company or sale of their assets (or interests) through the listed company may apply to the administration of foreign exchange in the locality for opening a designated account (or using the existing designated account) to retain the foreign exchange. Settlement of foreign exchange is not allowed without approval from the administration of foreign exchange in the locality (Section Six).
Related legislation: State Administration of Foreign Exchange and China Securities Regulatory Commission, Issues Relevant to Further Improving the Foreign Exchange Control for Overseas Listing Circular, Aug 5 2002, CLP 2002 No.8 p7 and Foreign Exchange Control Issues Relevant to Improving Overseas Listing Circular, 2003