In October 2026, the NDRC published the Measures for the Administration of Outbound Investment as Order No. 49, effective 1 December 2026, replacing the 2017 enterprise rules (Order No. 11). Six chapters, 76 articles. The framework is unchanged — sensitive investments need approval, non-sensitive ones need filing — but four changes are substantive, and two of them land directly on our clients: resident individuals become filing subjects for the first time, and the USD 300 million threshold for outbound re-investment reporting is gone.

AC Core Highlights

· Who is covered: domestic enterprises, other organisations, and resident individuals (Art. 2)

· Where individuals file: the provincial development and reform commission of their household registration or habitual residence (Art. 13)

· How long: filing notice within 7 working days of acceptance, extendable by another 7 where the case is complex (Art. 32)

· Validity: 2 years (Art. 37)

· Exemption: investing in offshore financial markets via QDII, Stock Connect or Wealth Connect is generally outside the filing regime (Art. 73)

· If you don’t file: foreign exchange and customs authorities will not process related formalities and financial institutions will not handle settlement or financing (Art. 35); fines of up to 10‰ of the Chinese investment amount, plus a three-year bar on accepting applications and a one-to-three-year ban on outbound investment (Arts. 60, 62)

1. Four Substantive Changes

a. The investor base expands.

The old rules expressly excluded direct investment by domestic natural persons, leaving individuals without a filing channel. Article 2 now defines "investor" to include resident individuals. This does not open a gate; it brings a grey area into the same rulebook.

b. The USD 300 million threshold for re-investment reporting is removed — the point that matters most for holding structures.

Under the old rules, only non-sensitive projects of USD 300 million or more, made through a controlled offshore entity, had to be reported. Article 14 removes the amount threshold: any non-sensitive re-investment through a controlled offshore enterprise or other organisation requires an outbound re-investment report 10 working days before implementation, and round-trip investment is treated the same way.

The test shifts from "how much did you invest" to "is there control". Where an offshore platform uses retained earnings to incorporate or acquire in a third country — with no new money leaving China — the reporting obligation still arises as long as control exists. Groups with multi-layer structures should work backwards from the actual implementation date, not the closing date.

c. A new preliminary-work report.

Where the Chinese investment amount is USD 100 million or more, or the project bears on China’s diplomatic relations, a report must be filed 10 working days before "important preliminary work" such as signing an investment agreement or making a commitment to the foreign side (Art. 41). If you are negotiating term sheets and building closing timetables, put this date in the calendar early.

d. Sanctions now include fines and disqualification.

Failing to complete approval or filing, or applying with false materials, draws an order to rectify, confiscation of illegal gains, and a fine of 1‰ to 5‰ of the Chinese investment amount; refusal to rectify raises the fine to 5‰ to 10‰, plus RMB 20,000–50,000 for the responsible officers (Art. 60). From the date a penalty decision takes effect, the authority may refuse approval or filing applications for three years, or prohibit outbound investment for one to three years (Art. 62).

2. How an Individual Actually Files

· Classify first: non-sensitive → filing with the provincial commission; sensitive (countries without diplomatic relations or in conflict, armaments, cross-border water resources, news media, etc.) → approval by the NDRC. The same applies to individuals.

· Incomplete materials: the authority must notify you once, within 5 working days; if it does not, the filing is deemed accepted on the date received (Art. 30).

· Completion: filing notice within 7 working days of acceptance, extendable by 7 more where the case is complex or inter-agency views are needed (Art. 32). Do not plan a transaction around the shortest possible timeline.

· Validity is 2 years; any extension must be applied for 30 working days before expiry (Art. 37).

3. Exemption Is Not a Permanent Pass

Article 73: investing in offshore financial markets through QDII, Stock Connect or Wealth Connect is outside the approval, filing and reporting rules — except in three cases: (i) the investment gives the investor, alone or with persons acting in concert, control of the target; (ii) their combined equity or voting rights reach a multiple of 10%; (iii) other circumstances designated by the NDRC.

In practice a nominal 9.99% holding will not withstand look-through — voting trusts and concert-party arrangements count too. And a domestic entity subscribing directly to a private placement of an overseas listed company does not fall within this exemption.

4. Who Should Review Their Structure Now

· Resident individuals holding offshore equity directly, or as shareholders of a holding platform;

· Groups using Hong Kong, Singapore or BVI platforms for multi-layer re-investment — any amount now triggers reporting;

· Structures with round-trip investment (offshore entities investing back into China, applied by reference);

· Existing approved or filed projects: check certificate validity and the change triggers (a 20% change in the Chinese investment amount, or a change of USD 100 million or more).

5. How AC Helps

AC has worked with foreign investors in China since 2003; company setup and changes, equity restructuring, non-trade payments and import-export agency are our daily work. Whether Order No. 49 reaches your structure, which filing route applies, and how to sequence the reporting dates — send us your structure chart and investment plan and we will go through it with you.

Disclaimer: This article is interpreted by AC Consulting for reference only. It does not constitute tax, legal or compliance advice. All implementation standards shall be subject to the latest official documents released by competent authorities.