Two Departments Jointly Issue New Rules on Funds Management for Overseas Listing by Domestic Enterprises

On December 24, 2025, the People’s Bank of China and the State Administration of Foreign Exchange jointly issued the Notice on Issues Concerning Funds Management for Overseas Listing by Domestic Enterprises (Yinfa [2025] No. 252) (the “Notice”), which will take effect on April 1, 2026.

The Notice systematically standardizes funds management for overseas listing by domestic enterprises. The main provisions include: unifying policies on the management of funds in both domestic and foreign currencies; clarifying that funds raised from overseas listings and proceeds from share reductions or transfers may be remitted back in foreign currency or Renminbi; for listed entities participating in H-share “full circulation,” dividends to domestic shareholders must be distributed in Renminbi within the Mainland. The Notice facilitates enterprises’ use of raised funds within the Mainland and foreign exchange risk management, allowing autonomous settlement and use of raised funds; simplifies management procedures, supports Banks in directly handling registration, and relaxes registration time limits. It regulates the management of raised funds, in principle requiring timely remittance of raised funds back to the Mainland, while allowing eligible enterprises to retain and use funds offshore. It clarifies requirements for the exchange and account management of funds related to increases or decreases of holdings, share repurchases, and delisting by Domestic Enterprises and Shareholders. The Notice strengthens obligations on Anti-Money Laundering and anti-tax evasion compliance, and requires the submission of relevant materials in Chinese text.