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• Document Number：No. 12 [2022] of the Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange

• Area of Law：Foreign Exchange of Foreign Direct Investment Foreign Exchange Business of Financial Institutions Foreign Exchange Administration of Foreign-Funded Enterprises

• Level of Authority：Local Regulatory Documents

• Date Issued：04-04-2022

• Effective Date：04-04-2022

• Issuing Authority：Beijing Administrative Office of the State Administration of Foreign Exchange

• Status：Effective

• Notice by the Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange of Issuing the Detailed Implementation Rules for the Pilot Policies for the Facilitation Reform of Capital Accounts in Beijing

• (No. 12 [2022] of the Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange)

• All banks within the jurisdiction:

• For the purposes of further improving the facilitation level of cross-border investment and financing in Beijing, promoting the opening up of the financial industry in the capital, and assisting in the construction of a comprehensive demonstration zone for the expansion and opening up of the national service industry and China (Beijing) Pilot Free Trade Zone, the State Administration of Foreign Exchange agrees to further advance the facilitation reform of capital accounts in Beijing. For the purposes of guaranteeing the orderly development of the pilot program of reform and effectively preventing risks, the Beijing Foreign Exchange Administrative Department has developed the Detailed Implementation Rules for the Pilot Policies for the Facilitation Reform of Capital Accounts in Beijing. The Measures are hereby issued for your compliance and implementation.

• Problems encountered in the implementation shall be reported to the Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange in a timely manner.

• Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange
• April 4, 2022

Notice by the Beijing Foreign Exchange Administrative Department of the State Administration of Foreign Exchange of Issuing the Detailed Implementation Rules for the Pilot Policies for the Facilitation Reform of Capital Accounts in Beijing

Chapter 1 General Provisions

Article 1 In order to support the construction of a comprehensive demonstration zone for the expansion and opening up of the national service industry and the China (Beijing) Pilot Free Trade Zone, implement the "Reply of the State Administration of Foreign Exchange on Further Promoting the Facilitation Reform of Capital Accounts in Beijing" (Huifu [2021] 72 No.) to further promote the further opening up of the financial industry in Beijing and improve the facilitation level of cross-border investment and financing in Beijing. The Beijing Foreign Exchange Management Department of the State Administration of Foreign Exchange (hereinafter referred to as the Beijing Foreign Exchange Management Department) has formulated these detailed rules.

Article 2 The “pilot policy for capital account facilitation reform” mentioned in these detailed rules includes expanding the scope of the one-time foreign debt registration pilot program; simplifying the management of foreign debt accounts; simplifying the foreign exchange management of the qualified overseas limited partner system; The company's foreign employees participate in the foreign exchange registration management of the equity incentive plan; expand the pilot scope of the domestic and foreign currency integrated capital pool of multinational companies. The scope of the one-time foreign debt registration pilot is the China (Beijing) Pilot Free Trade Zone (hereinafter referred to as the free trade zone), and the other five policy pilots are all in the Beijing area.

Article 3 The Beijing Foreign Exchange Administration Department is responsible for supervising and statistically monitoring the implementation of capital account facilitation policies in the Beijing area, and conducting off-site and on-site inspections of the facilitation business of banks and enterprises.

Article 4 Pilot enterprises shall handle foreign exchange business in accordance with these implementing rules and relevant regulations; submit relevant data and information to foreign exchange bureaus in a timely, accurate and complete manner in accordance with relevant foreign exchange management regulations, and cooperate with supervision, inspection and investigation.

Banks should establish and improve internal control systems, strictly implement the principle of "knowing customers, understanding business, and due diligence", improve the authenticity and compliance review mechanism of the entire business process, and handle business. Pay close attention to the implementation of the policy, and strictly fulfill the obligation of reporting data and abnormal and suspicious information.

Chapter II Expanding the Pilot Scope of One-off Registration of Foreign Debts

Article 5 The one-time foreign debt registration pilot program means that qualified non-financial enterprises can apply to the Beijing Foreign Exchange Administration Department or the Zhongguancun National Independent Innovation Demonstration Zone Central Branch of the State Administration of Foreign Exchange (hereinafter referred to as the Zhongguancun Central Branch) to handle foreign debts in accordance with the facilitated registration procedures. One-time registration business.

Article 6 The scope of the one-time foreign debt registration pilot is expanded from Zhongguancun Science City Haidian Park to the Free Trade Zone. Enterprises in the Free Trade Zone listed in the Zhongguancun High-tech Enterprise Directory released by the Zhongguancun Science and Technology Park Management Committee shall go to the Zhongguancun Central Branch, and other enterprises in the Free Trade Zone shall go to the Beijing Foreign Exchange Administration Department for one-time registration of foreign debts. One-time Registration Pilot Business Guidelines" (see Attachment 1).

Article 7 If an enterprise in the free trade zone does not actually withdraw foreign debt within one year after the one-time foreign debt registration, the Beijing Foreign Exchange Management Department or the Zhongguancun Central Sub-bureau may reduce the one-time foreign debt registration amount to zero.

If the audited net assets of the free trade zone enterprises in the current year fluctuate by more than 20% (inclusive) compared with the audited net assets at the end of the previous year, they should take the initiative to report to the Beijing Foreign Exchange Management Department or the Zhongguancun Central Branch to apply for adjustment of the one-time registered amount of foreign debt.

Chapter III Simplifying the Management of Foreign Debt Accounts

Article 8 Non-financial enterprises in the Beijing area may open foreign debt accounts at banks within the jurisdiction of the Beijing Foreign Exchange Administration Department after they have completed the signing and registration of foreign debts. Multiple foreign debts can share one foreign debt account, and newly registered foreign debts can handle fund receipts and payments through existing foreign debt accounts. .

Article 9 A non-financial enterprise that uses one foreign debt account to handle multiple foreign debt transactions shall meet the following conditions:

(1) Excluding real estate enterprises, government financing platforms, and enterprises participating in the pilot program of foreign debt facilitation quotas;

(2) No record of foreign exchange administrative punishment in the past three years. If it has been established for less than three years, it has no record of foreign exchange administrative punishment since its establishment.

Article 10 After a single foreign debt is settled, the enterprise shall handle the cancellation of foreign debt registration in a timely manner. If the existing foreign debt account still needs to be used, it can be kept.

Article 11 Enterprises shall use foreign debt accounts and foreign debt funds in accordance with laws and regulations. Banks should strengthen the management of foreign debt accounts to ensure that the use of foreign debt funds complies with relevant regulations.

Chapter IV Simplifying the Foreign Exchange Administration of the Qualified Overseas Limited Partner System

Article 12 Qualified foreign limited partners (QFLP) refer to foreign natural persons and institutional investors who participate in the subscription of pilot funds stipulated in the "Guidelines for Foreign Exchange Administration of Qualified Foreign Limited Partner System (QFLP) in Beijing" (see Appendix 2).

Article 13 A pilot fund management enterprise shall go through foreign exchange registration procedures at the foreign exchange bureau at the place of registration in accordance with the "Guidelines for Foreign Exchange Administration of the Qualified Foreign Limited Partner System (QFLP) Pilot Program in Beijing".

Article 14 Pilot funds may open a special QFLP account at a bank as a special account for custody funds by presenting the QFLP-scale foreign exchange registration business certificate of the management enterprise. Both the remittance and remittance of funds must be completed through the special account for custody funds.

Article 15 The QFLP scale implements balance management. Unless otherwise specified, the management company can flexibly adjust the QFLP scale of a single fund among the pilot funds, and the sum of the QFLP scales of each single fund shall not exceed the recorded QFLP scale.

Article 16 The overseas funds raised by the QFLP pilot funds can be used to invest in the equity of domestic non-listed companies, the common stocks of listed companies that are privately issued and traded (including block transactions and transfers by agreement), etc.

Article 17 Custodians and pilot fund management enterprises shall perform data and information submission obligations in accordance with regulations.

Chapter V Simplifies the Administration of Foreign Exchange Registration of Domestic Companies Listed Overseas

Article 18 Overseas listing of domestic companies refers to the issuance of shares (including participating preferred shares and securities derived from shares), convertible securities, etc., overseas by domestically-registered joint-stock companies with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). Stocks, corporate bonds and other securities permitted by laws and regulations, and publicly listed and circulated on overseas stock exchanges.

Article 19 The overseas listing registration, modification and cancellation registration of domestic companies in the Beijing area (hereinafter referred to as companies) shall be directly handled by banks within the jurisdiction of the Beijing Foreign Exchange Administration Department, and relevant material requirements shall be simplified.

Article 20 The bank shall review the company's relevant application materials in accordance with the requirements of the "Guidelines for Overseas Listing Registration, Modification, and Cancellation Registration of Domestic Companies in the Beijing Area" (see Appendix 3). If the verification is correct, the bank shall register the company for overseas listing (or change or cancel registration) in the capital account information system, and issue a business registration certificate to the company.

Article 21 A company shall open a special foreign exchange account for overseas listing of a domestic company at a bank based on the registration certificate for overseas listing business, and handle fund receipts, payments and remittances for initial offerings, additional issuances, repurchases, and other related businesses.

Article 22 In principle, the funds raised by companies listed overseas and the funds obtained by domestic shareholders from reducing their holdings of shares in overseas listed companies should be transferred back to China for use.

Chapter VI Simplifies foreign exchange registration management for foreign employees of domestic listed companies to participate in equity incentive plans

Article 23 Domestic listed companies implement equity incentives in accordance with the "Administrative Measures for Equity Incentives of Listed Companies" (issued by China Securities Regulatory Commission Order [2018] No. 148). Listed companies registered in Beijing (hereinafter referred to as listed companies) are foreign The registration, modification and cancellation of employee participation in equity incentive plans shall be handled directly by banks within the jurisdiction of the Beijing Foreign Exchange Administration Department, and relevant material requirements shall be simplified.

Article 24 Banks shall review the relevant application materials of listed companies in accordance with the requirements of the "Guidelines for the Registration, Modification, and Cancellation of Registration of Foreign Employees of Domestic Listed Companies Participating in Equity Incentive Plans in Beijing" (see Appendix 4). If the verification is correct, the bank shall handle the registration (or change or cancellation registration) of foreign employees participating in the equity incentive plan for the company in the capital account information system, and issue a business registration certificate to the company.

Article 25 Listed companies and foreign employees shall handle cross-border receipts and payments, fund transfers and remittance related to equity incentive plans with relevant business registration certificates (copies).

Article 26 Banks shall complete, complete, and Accurately and timely submit relevant data on foreign employees of listed companies participating in cross-border receipt, payment and remittance of funds under equity incentives.

Chapter VII Expand the Pilot Scope of Domestic and Foreign Currency Integrated Capital Pools of Multinational Corporations

Article 27 The pilot business of multinational corporations' domestic and foreign currency integrated capital pools (hereinafter referred to as capital pools) refers to the centralized operation and management of domestic and overseas domestic and foreign currency funds by multinational companies according to their own operation and management needs, and the collection of funds and the adjustment of surplus and shortage, regular Centralized receipt and payment of project funds and net settlement of differences and other businesses.

Article 28 On the basis of summarizing and evaluating the effectiveness of the pilot project of the domestic and foreign currency integrated capital pool of multinational companies, expand the scope of the pilot project of the domestic and foreign currency integrated capital pool of multinational companies in the Beijing area.

Article 29 A multinational company whose main enterprise is registered in Beijing shall go through business filing and modification with the Beijing Foreign Exchange Administration Department in accordance with the "Regulations on the Management of Multinational Companies' Domestic and Foreign Currency Integrated Fund Pool Business" (see Appendix 5). The Beijing Foreign Exchange Management Department and the Business Management Department of the People's Bank of China complete the filing procedures and issue a filing notice.

Article 30 The currency of cross-border inflow and outflow funds under the capital item of the capital pool business should be consistent in principle, and cross-currency arbitrage between RMB and foreign currencies is not allowed.

Article 31 Transnational companies that carry out fund pooling business in accordance with these detailed rules shall not, in principle, handle other cross-border fund centralized operations or fund pooling business.

Chapter VIII Interim and ex post supervision and risk prevention and control

Article 32 The Beijing Foreign Exchange Management Department and the Zhongguancun Central Sub-bureau supervise pilot enterprises, banks and other financial institutions in accordance with the law. Relying on various foreign exchange business and monitoring systems, comprehensively using statistical monitoring and analysis, off-site verification, on-site verification and other methods to strengthen Interim and post-event supervision to prevent cross-border capital flow risks.

Article 33 The Beijing Foreign Exchange Management Department and the Zhongguancun Central Sub-bureau will closely track the development of the pilot business, actively strengthen communication and collaboration with local governments and relevant management departments, and jointly be responsible for risk identification, assessment, reporting, and response to the pilot business in the jurisdiction. Work.

Article 34 The Beijing Foreign Exchange Management Department may gradually improve and improve the content of the pilot business in accordance with the national macro-control policies, foreign exchange receipts and payments, and the development of the pilot business, and promote the pilot program of cross-border investment and financing facilitation in a smooth and orderly manner.

Chapter IX Supplementary Provisions

Article 35 For other unspecified matters, the current foreign exchange management regulations shall apply.

Article 36 These detailed rules shall come into force on the date of promulgation (the pilot business involved in Chapters 5 and 6 will be implemented after the upgrade of the capital account information system of the State Administration of Foreign Exchange is completed), and the Beijing Foreign Exchange Administration Department is responsible for interpretation. In case of any inconsistency between the previous provisions and the content of these detailed rules, these detailed rules shall prevail.