China - Apply for Foreign Exchange Registration Certificate

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Procedure

The SAFE, its branches/sub-branches and foreign exchange administrative departments (hereinafter referred to as foreign exchange authorities) supervise, administrate and inspect the activities including transaction registration, account opening and use, cross-border receipts/payments and funds remittance involved in overseas listings of domestic companies.

The local foreign exchange authority, 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 can use the registration certificate to open an account for overseas listing and conduct relevant transactions.

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Required Documents

• A written application attached with the Registration Form for Overseas Listing
• Document evidencing the CSRC's approval for overseas listing by domestic companies
• Announcements for the completion of the overseas offering
• The required supplementary materials, if the contents of the above materials are not consistent or cannot prove the authenticity of the transaction

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

Applicable to all activities by domestic entities or individuals in relation to foreign exchange receipts and payments or foreign exchange operations, and to all activities within the territory of the Peoples Republic of China by foreign entities or individuals in relation to foreign exchange receipts and payments or foreign exchange operations.

Foreign exchange owned by individuals can be held at their own discretion, deposited in banks or sold to the designated foreign exchange banks.

Individuals' foreign exchange savings deposit can be placed with banks on a voluntary basis, withdrawn freely and bear interest with confidentiality for depositors' identity ensured.

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

Please explain processing time taken in obtaining the document/certificate.

Related Videos

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Instructions

The foreign exchange administration department of the State Council and its local offices (hereinafter referred to collectively as the exchange administration agencies) exercises foreign exchange administration in accordance with laws and regulations and assume the responsibility for the implementation of these regulations.

A domestic company shall, within 15 working days after completion of the overseas listing, register for overseas listing with the foreign exchange authority in the locality where it has been incorporated (local foreign exchange authority) by presenting the following documents:

• A written application attached with the Registration Form for Overseas Listing (Appendix 1);
• Document evidencing the CSRC's approval for overseas listing by domestic companies;
• Announcements for the completion of the overseas offering;
• The required supplementary materials, if the contents of the above materials are not consistent or cannot prove the authenticity of the transaction.

Exchange Certificates are in 7 denominations namely, 100 Yuan, 50 Yuan, 10 Yuan, 5 Yuan, 1 yuan, 5 chiao and 1 chiao. The Yuan expressed in them is equivalent in value to the Renminbi yuan. No refund is allowed in case of loss.

Required Information

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

Need for the Document

Convertible foreign banknotes, bills of exchange or payment instruments in foreign currency that are immediately cashable or remittances from abroad may be used by the above-mentioned persons to exchange for Exchange Certificates at the Bank of China or its designated exchange centers throughout the country. When handing out the Exchange Certificates, the Bank of China (or its exchange center) shall issue to the customer an "exchange memo".

Information which might help

Foreign exchange, as referred to in these regulations, includes the following means of payments and assets denominated in foreign currency for international settlement:

• cash in foreign currency, including banknotes and coins;
• documents or instruments payable in foreign currency, including, among others, negotiable instruments, bank deposits, bank cards;
• securities denominated in foreign currency, including, among others, bonds and stocks;
• Special Drawing Rights,
• other assets denominated in foreign currency.

Other uses of the Document/Certificate

A domestic company (other than banking financial institutions) shall use the registration certificate for overseas listing to open a special foreign exchange account for overseas listing of a domestic company (special account for overseas listing of domestic company) for its initial public offering (or subsequent offering) and repurchase with a domestic bank for funds remittance and transfer under relevant transactions.

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

Direct investments within the territory of the Peoples Republic of China by foreign entities or individuals shall be registered with the exchange administration agencies after being approved by the relevant departments.

Issuances and transactions of securities or derivatives within the territory of the Peoples Republic of China by foreign entities or individuals shall conform to the provisions of the State on market access, and shall be registered in accordance with the provisions of the foreign exchange administration department of the State Council.

Overseas direct investments or overseas issuances or transactions of securities or derivatives by domestic entities or individuals are registered in accordance with the provisions of the foreign exchange administration department of the State Council. Where prior approval or maintenance for the record by the relevant department is required by the provisions of the State, the approval or recording procedures is completed prior to the registration of the foreign exchange.