Legislation roundup: Foreign Investment Law, corporate bonds and overseas listing

FDI

Ministry of Commerce, PRC Foreign Investment Law (Draft for Comments)
商务部中华人民共和国外国投资法 (草案征求意见稿)

Pursuant to the Draft, an enterprise in China controlled by a foreign investor is treated as a foreign investor, and if a foreign investor is controlled by a Chinese investor, its investments in China may be deemed investments of the Chinese investor.

The Draft expressly specifies that control by way of an agreement is a form of foreign investment and is governed by the Law.

See the digest for more details.
See the full translation.

Further reading
PRC Wholly Foreign-owned Enterprise Law (Revised)
PRC Sino-foreign Equity Joint Venture Law (2nd Revision)
PRC Sino-foreign Cooperative Joint Venture Law (Revised)

See also:
Analysis by King & Wood Mallesons
Analysis by Paul Weiss Rifkind Wharton & Garrison
Analysis by Weil Gotshal & Manges


Capital markets

China Securities Regulatory Commission, Measures for the Administration of the Offering and Trading of Corporate Bonds
中国证券监督管理委员会公司债券发行与交易管理办法

The Measures expand the offering scope originally limited to companies listed on a domestic stock exchange, companies limited by shares in China that offer foreign investment shares listed offshore and securities companies to all legal persons organised as companies.

The Measures additionally divide the public offering of corporate bonds into two types, public offerings directed at public investors and public offerings directed at qualified investors.

See the digest for more details.

Further reading
PRC Securities Law (Amended)
PRC Company Law (Amended)


Foreign exchange

State Administration of Foreign Exchange, Circular on Issues Relevant to Exchange Control in Connection with Overseas Listing
国家外汇管理局国家外汇管理局关于境外上市外汇管理有关问题的通知

The Circular specifies that examination and approval of the repatriation and conversion of offshore proceeds raised from overseas listing of foreign investment shares is abolished, enterprises listed overseas may carry out foreign exchange conversion directly with banks on the strength of their proof of registration of the matter, and integrates foreign exchange accounts to offer convenience in the transfer of funds.

See the digest for more details.

Further reading
PRC Regulations for the Control of Foreign Exchange (2nd Revision)
Opening up foreign exchange
Provisions for the Administration of the Centralised Operation of Foreign Exchange Funds by Multinational Corporations (Trial Implementation)