China - Amend a Foreign Exchange Certificate

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Procedure

A domestic company shall, within 15 working days as of the day when the following changes occur, go to the local foreign exchange authority for alteration registration by presenting a written application, updated Registration Form for Overseas Listing, and documents evidencing the authenticity of relevant transactions. In case of changes required to be approved or filed by a competent authority, the domestic company shall also present the reply or filing document for the alteration from the competent authority.

• change in name, registered address, or major shareholder(s) of the overseas listed company;
• change in capital including subsequent offering (including over-allotment) and conversion of capital reserve, surplus reserve or undistributed profits to share capital;
• repurchase of overseas shares;
• conversion of convertible bonds to shares (for which the certificate for alteration or cancellation of registration for foreign debt is required);
• change in shareholding structure of overseas listed company upon completion of increase/decrease, transfer or receipt of overseas shares by domestic shareholder;
• change in utilization plan and purpose which are originally registered for the funds raised overseas; and
• change in other relevant registered information.
• In case that a state-owned shareholder of the domestic company is required to contribute the proceeds from share decrease to the National Social Security Fund (social security fund) in accordance with the Interim Measures for Social Security Funds Raised through Decrease of State-owned Shares (Guofa No. 22 [2001]), the domestic company shall handle on behalf of the shareholder this matter, remit and transfer the relevant funds through its special account for overseas listing and unpaid account.

The domestic company shall present the documents including the explanation of the proceeds from share decrease that should be contributed to the social security fund by the state-owned shareholder (including estimation of the proceeds and amounts required and expected to be contributed) and registration certificate for overseas listing to the opening bank which its special account for overseas listing and unpaid account are opened with, and apply for direct transfer of the proceeds from the share decrease (or transfer of the proceeds after foreign exchange is settled and transferred to the unpaid account) to a correspondent account which the Ministry of Finance has opened with a domestic bank.

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Required Documents

• Change in name, registered address, or major shareholder(s) of the overseas listed company;
• Change in capital including subsequent offering (including over-allotment) and conversion of capital reserve, surplus reserve or undistributed profits to share capital;
• Repurchase of overseas shares;
• Conversion of convertible bonds to shares (for which the certificate for alteration or cancellation of registration for foreign debt is required);
• Change in shareholding structure of overseas listed company upon completion of increase/decrease, transfer or receipt of overseas shares by domestic shareholder;
• Change in utilization plan and purpose which are originally registered for the funds raised overseas; and
• Change in other relevant registered information.

Office Locations & Contacts

State Administration of Foreign Exchange
Address: Huarong Plaza, No.18 in Fucheng Road, Haidian District, Beijing
Postcode: 100048
Informants hot-line telephone: +86-10-68401188

Eligibility

A domestic company shall, within 15 working days as of the day when the following changes occur, go to the local foreign exchange authority for alteration registration by presenting a written application, updated Registration Form for Overseas Listing, and documents evidencing the authenticity of relevant transactions.

Fees

Explain the fees structure which is required for obtaining the certificate/document.

Validity

Explain the time until which the certificate/document is valid.
e.g. Birth Certificate Valid Forever

Documents to Use

Registration Form for Overseas Listing

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

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Related Videos

Videos explaining the procedure or to fill the applications. 
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Instructions

The local foreign exchange authority shall, after verifying the required documents are accurate, register the domestic company in the capital account information system (System), print the transaction registration certificate through the System, and issue the certificate to the domestic company after affixing its official seal to it. The domestic company shall use the registration certificate to open an account for overseas listing and conduct relevant transactions.

Required Information

• Change in name, registered address, or major shareholder(s) of the overseas listed company;
• Change in capital including subsequent offering (including over-allotment) and conversion of capital reserve, surplus reserve or undistributed profits to share capital;
• Repurchase of overseas shares;
• Conversion of convertible bonds to shares (for which the certificate for alteration or cancellation of registration for foreign debt is required);
• Change in shareholding structure of overseas listed company upon completion of increase/decrease, transfer or receipt of overseas shares by domestic shareholder;
• Change in utilization plan and purpose which are originally registered for the funds raised overseas; and
• Change in other relevant registered information.

Need for the Document

A foreign exchange certificate, sometimes abbreviated to FEC, is a type of currency. Foreign exchange certificates are sometimes used by governments as a surrogate for a national currency, where the national currency is usually subject to exchange controls or is not convertible. Most examples of foreign exchange certificate have an exchange rate higher than the national currency, being either pegged to a hard currency, or their exchange rate determined by the central bank.

Information which might help

The overseas listing herein refers to the overseas public offering of securities allowed by laws and regulations (overseas shares), including shares (such as preferred shares and share-based derivative securities) and corporate bonds convertible to shares, and public trading of these overseas shares on an overseas stock exchange by a joint stock limited company registered in China (domestic company) upon the approval from the China Securities Regulatory Commission (CSRC).

Other uses of the Document/Certificate

A domestic company may apply to the opening bank, by presenting its registration certificate for overseas listing, for domestic transfer of or payment with funds under the special account for overseas listing, or for transfer of the funds to its unpaid account after the foreign exchange funds are settled, whenever necessary.

External Links

People's Bank of China

Provisional Regulations of the Bank of China of Foreign Exchange Certificate

Regulations on Foreign Exchange System of the Peoples Republic of China

State Administration of Foreign Exchange

Regulations on the Foreign Exchange System of the People's Republic of China

Circular on Foreign Exchange Administration for Overseas Listings

Others

It is done in the branches and foreign exchange administrative departments of the State Administration of Foreign Exchange (SAFE) in all provinces, autonomous regions, and municipalities directly under the Central Government; the branches in Shenzhen, Dalian, Qingdao, Xiamen, and Ningbo; and the head offices of designated Chinese-funded foreign exchange banks.